8-K

SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 11, 2006

NOBLE INTERNATIONAL, LTD.

(Exact name of registrant as specified in its charter)

Delaware	001-13581	38-3139487
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

28213 Van Dyke Avenue Warren, Michigan	48093
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number including area code: (586) 751-5600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement

1. Stock Purchase Agreement

On October 12, 2006, the Company, through its subsidiary Noble Tube Technologies, LLC, a Michigan limited liability company (“NTT”), acquired all of the outstanding securities of Pullman Industries, Inc., a Michigan corporation (“Pullman”) pursuant to a Stock Purchase Agreement dated as of October 12, 2006 (the “Stock Purchase Agreement”) by and among the Company, NTT and the shareholders of Pullman (the “Sellers”). NTT paid an aggregate purchase price of $68,000,000 in cash (including certain deferred, contingent payments) to the Sellers, and agreed to refinance or assume approximately $52,000,000 in debt of Pullman and its subsidiaries. A portion of the purchase price will be retained in escrow for a certain period of time in connection with the indemnification provisions of the Stock Purchase Agreement.

Pullman will be operated as a wholly-owned subsidiary of NTT. Pullman is headquartered in Troy, Michigan. Pullman produces roll-formed or tubular structural, safety and trim components, including impact beams, sills, cross members, bumpers, load floors and window and door components. Pullman manufactures its products in 6 facilities located in Spring Lake (Michigan), South Haven (Michigan), Butler (Indiana), Queretaro (Mexico) and Puebla (Mexico). Pullman’s net sales of the fiscal year ended December 31, 2005 were approximately $205,500,000. The Company expects that Pullman will continue to engage in the same business at the same locations as prior to the acquisition.

The Sellers consist largely of members of Pullman’s management and their relatives, most of whom are affiliated with TMW Enterprises Inc. (“TMW”). Prior to the closing, neither the Sellers, TMW or any of the officers or directors of Pullman were affiliated with or related to the Company or NTT in any way. The purchase price was determined by negotiations between the Company and NTT, on the one hand, and the Sellers, Pullman and TMW on the other. To fund the purchase price, the Company and NTT paid approximately $20,000,000 in cash from the Company’s reserves and the remainder from the proceeds of its term loan from its lender, Comerica Bank (the “Bank”), pursuant to a Fifth Amended and Restated Credit Agreement dated as of October 12, 2006 among the Bank, the Company, and certain subsidiaries of the Company, as further described in section 2 of this Item 1.01.

This description of the transaction does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, which is filed as an exhibit to this report and incorporated by reference into this Item 1.01. Terms not defined herein shall have the meanings ascribed thereto in the Stock Purchase Agreement.

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2. Fifth Amended and Restated Credit Agreement

The Company entered into a Fifth Amended and Restated Credit Agreement dated as of October 12, 2006 (the “Credit Agreement”) with Comerica Bank (the “Bank”), as lender, Lead Arranger and Administrative Agent for itself and other lenders (the “Lenders”) that from time to time will be party to the Credit Agreement. The Credit Agreement provides the Company with a term loan in the amount of $70,000,000 maturing October 10, 2011, increases the Company’s revolving credit loan availability from $35,000,000 to $40,000,000 and extends the maturity date of the loans to October 10, 2011. The proceeds from the term loan were used to fund the acquisition of Pullman Industries as described in Section 1 of Item 1.01 of this report. Subject to the terms and conditions of the Credit Agreement, the Company may from time to time request that the Lenders increase their commitment under the Credit Agreement by an aggregate amount not exceeding $30,000,000. Provided that no Default or Event of Default has occurred and is continuing, the Company can request that the Lenders extend the Revolving Credit Maturity Date for successive periods of up to one year.

The indebtedness under the term loan must be paid in equal quarterly installments of $3,250,000 commencing on January 15, 2007. Under the Credit Agreement, subject to certain exceptions, the Company is required to make mandatory prepayment of term loans in an amount (subject to certain thresholds) equal to (i) net cash proceeds from certain asset sales and subordinated debt issuances and (ii) fifty percent (50%) of Excess Cash Flow.

The Company may voluntarily prepay its borrowings under the Credit Agreement, in whole or in part, without any premium or penalty, but is subject to reimbursement of funding losses with respect to prepayment of Eurocurrency Rate loans.

At the Company’s election from time to time, its borrowings under the Credit Agreement will bear interest at a rate equal to (i) the Eurocurrency Rate plus the applicable margin under the Credit Agreement or (ii) the rate of interest equal to the sum of the applicable margin plus the greater of (a) the Prime Rate of Comerica Bank and (b) the Federal Funds rate plus 1%. The Company is also required to make quarterly payments of a Revolving Credit Facility Fee as set forth in the Credit Agreement.

The Credit Agreement contains customary representations and warranties and affirmative and negative covenants for agreements of this type, including, among others, covenants regarding the maintenance of certain financial ratios, covenants relating to financial reporting, compliance with laws, environmental and safety matters, payment of taxes, preservation of existence, books and records, maintenance of properties and insurance, limitations on liens, indebtedness and investments, restrictions on mergers and restrictions on sales of all or substantially all of the Company’s assets, and limitations on changes in the nature of the Company’s business.

The Credit Agreement provides for customary events of default, including, among other things, the event of nonpayment of principal, interest, fees or other amounts, a representation or warranty proving to have been incorrect when made, failure to perform or observe covenants within a specified period of time, a cross-default to certain other indebtedness of the Company, the bankruptcy or insolvency of the Company or any significant subsidiary, monetary judgment defaults of a specified amount, a change of control of the Company, and other defaults resulting in liability of a specified amount. In the event of a default by the Company, the Lenders may declare all amounts owed under the Credit Agreement immediately due and payable and terminate the Lenders’ commitments to make loans under the Credit Agreement. For defaults related to insolvency and receivership, the commitments of the Lenders will be automatically terminated and all outstanding loans and other amounts will become immediately due and payable. Under the terms of the Credit Agreement, a 3% interest penalty may apply to any outstanding amount not paid when due or that remains outstanding while an event of default exists. In the event of a default, the Company may is prohibited by the terms of the Credit Agreement from paying any distributions or dividends on its Common Stock.

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Certain of the Company’s domestic subsidiaries (the “Subsidiary Guarantors”) agreed to guarantee the obligations under the Credit Agreement, pursuant to a Second Amended and Restated Guaranty Agreement dated as of October 12, 2006, in favor of the Bank for the benefit of the Lenders. As security for repayment of the loans made under the Credit Agreement, the Company and the Subsidiary Guarantors granted to the Bank for the benefit of the Lenders a lien on all of their respective assets and a pledge of substantially all of their share holdings.

This description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, which will be filed as an exhibit to our next quarterly report and incorporated by reference into this Item 1.01. Terms not defined herein shall have the meanings ascribed thereto in the Credit Agreement.

3. Amended and Restated Convertible Subordinated Notes

All of the Company’s $32.5 million outstanding Convertible Subordinated Notes that mature March 31, 2007 have been amended and restated pursuant to certain Amended and Restated Convertible Subordinated Notes dated as of October 11, 2006 (the “Amended Notes”). The Amended Notes have a maturity date of October 11, 2011, and are subordinated to all senior indebtedness of the Company. The holders of the Amended Notes are Whitebox Convertible Arbitrage Partners, L.P., Whitebox Diversified Convertible Arbitrage Partners, L.P., Guggenheim Portfolio Company XXXI, LLC and HFR RVA Combined Master Trust (“Holders”).

The Amended Notes will bear interest at 6.0% and are convertible by the Holders into shares of the Company’s common stock (“Common Stock”) at a conversion price of $18.50. In the event that the Amended Notes are not re-issued in book entry form within 45 days of the execution of the Amended Notes, the interest rate will increase by 1%. On July 1, 2007, the conversion price will be reset to 125% of the 45 consecutive trading day trailing average daily closing sale price of the Common Stock as of that date. The conversion rate will be subject to customary adjustments. The Holders have the right to demand the Company to register their shares with the SEC, as described in more detail in Section 4 of this Item 1.01.

On or after the third anniversary date of issuance, the Company may redeem some or all of the Amended Notes if the Company’s Common Stock price exceeds 140% of the adjusted conversion price for at least 20 of the 30 consecutive trading days prior to the notice of redemption. In the event of a Change of Control, each Holder will have the right to require the Company to repurchase the Amended Notes at a price equal to the greater of (i) the product of the (x) amounts being redeemed and (y) the quotient determined by dividing (A) the closing price of the Company’s Common Stock immediately following the public announcement of the proposed Change in Control by (B) the conversion price and (ii) 110% of the amount being redeemed. Any amounts payable in excess of the amounts being redeemed are payable in cash or Common Stock, at the Company’s option. In addition, in the event of a Change in Control, each Holder is entitled to receive from the Company upon conversion of its Amended Note, a “Make-whole Premium” in cash or Common Stock equal to $60-$180 for each $1000 in principal amount of the Amended Notes converted (depending on the date of conversion). In the Event of a Default under the Amended Notes, each Holder may require the Company to redeem all or any portion of its Amended Note, with an additional “Redemption Premium” of 20% payable (in cash or Common Stock) for most defaults.

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This description of the Amended Notes does not purport to be complete and is qualified in its entirety by reference to the form of Amended Notes filed as an exhibit to this report and incorporated by reference into this Item 1.01. Terms not defined herein shall have the meaning ascribed thereto in the Amended Notes.

4. Registration Rights Agreement

In connection with the Amended Notes, the Company entered into a Registration Rights Agreement dated October 11, 2006 (the “Registration Rights Agreement”) with the Holders identified in Section 3 of this Item 1.01. Under the Registration Rights Agreement, the Company has agreed to file within 75 days or the date of the Registration Rights Agreement, and use its reasonable best efforts to cause to become effective within 135 days after the date of the Registration Rights Agreement, a Registration Statement on Form S-3 with respect to the shares of the Company’s Common Stock, issuable upon conversion of the Amended Notes or upon any other payment on the Amended Notes that may be made in whole or in part via issuance of Common Stock as set forth in the Amended Notes. The Company will use its reasonable best efforts to keep the Registration Statement effective until the earlier to occur of (i) the date the Registrable Securities are sold by the Holders under a Registration Statement, pursuant to Rule 144 of the Securities Act of 1933, or otherwise, or (ii) the second anniversary of the date of the Registration Rights Agreement.

The Company will be required to pay a premium equal to 1% of the aggregate principal amount of the Amended Notes convertible into Common Stock on (i) each of the days of a failure to file the Registration Statement and a failure to effectuate or maintain the Registration Statement and, (ii) every 30^th day after a failure to file or failure to effectuate or maintain the Registration Statement by the required date as provided in the Registration Rights Agreement.

The description of the Registration Rights Agreement in this report does not purport to be complete and is qualified in its entirety by the terms of the Registration Rights Agreement filed as an exhibit to this report and incorporated by reference into this Item 1.01. Terms not defined herein shall have the meaning ascribed thereto in the Registration Rights Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets

See Item 1.01 regarding the Stock Purchase Agreement with the shareholders of Pullman Industries, Inc., which is incorporated herein by reference.

This description of the transaction does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, which is filed as an exhibit to this report and incorporated by reference into this Item 2.01.

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

See Item 1.01 regarding the Fifth Amended and Restated Credit Agreement entered into between the Company and Comerica Bank, which is incorporated herein by reference.

This description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, which will be filed as an exhibit to our next Quarterly Report on Form 10-Q and incorporated by reference into this Item 2.03.

Item 3.03 Material Modification to Rights of Security Holders

See Item 1.01 regarding the Fifth Amended and Restated Credit Agreement entered into between the Company and Comerica Bank, which is incorporated herein by reference. The Company is restricted from making or paying any distributions or dividends to its shareholders upon and during the continuance of any Default or Event of Default under the Credit Agreement.

This description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, which will be filed as an exhibit to our next Quarterly Report on Form 10-Q and incorporated by reference into this Item 3.03.

Item 7.01 Regulation FD Disclosure

The Company’s press release dated October 12, 2006, furnished as Exhibit 99.1 to this report and incorporated herein by reference, announced the consummation of the acquisition of Pullman Industries, Inc., the entering into of the Fifth Amended and Restated Credit Agreement, and the Amendment and Restatement of the Company’s Convertible Subordinated Notes (as disclosed under Items 1.01, 2.01, 2.03 and 3.03 of this Form 8-K). The press release also provided certain guidance as more particularly described therein. Information contained in Exhibit 99.1 to this Form 8-K is being furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired

No financial statements are being filed with this report. Financials statements of Pullman Industries, Inc. will be filed by amendment.

(b) Pro forma financial information

No pro forma information for Pullman Industries, Inc. is being filed with this report. The pro forma financial information will be filed by amendment.

(d) Exhibits

10.1 Stock Purchase Agreement, dated October 12, 2006, by and between Noble International, Inc., Noble Tube Technologies, LLC. and the shareholders of Pullman Industries, Inc.

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10.2 Form of Amended and Restated Convertible Subordinated Notes.

10.3 Registration Rights Agreement dated October 12, 2006 among the Company and the holders of the Company’s Amended and Restated Convertible Subordinated Notes.

10.4 Fifth Amended and Restated Credit Agreement (to be filed as an exhibit to the Company’s next quarterly report).

99.1 Press Release

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NOBLE INTERNATIONAL, LTD.,
	a Delaware corporation
	(registrant)
October 17, 2006	By:	/s/ Andrew J. Tavi
		Andrew J. Tavi
		Vice President and General Counsel

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EXHIBIT INDEX

No.	Description of Exhibit
10.1	Stock Purchase Agreement, dated October 12, 2006, by and between Noble International, Ltd., Noble Tube Technologies, LLC and the shareholders of Pullman Industries, Inc.
10.2	Form of Amended and Restated Convertible Subordinated Notes
10.3	Registration Rights Agreement dated October 12, 2006 among the Company and the holders of the Amended and Restated Convertible Subordinated Notes
10.4	Fifth Amended and Restated Credit Agreement (to be filed as an exhibit to the Company’s next quarterly report).
99.1	Press Release

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EX-10.1

Exhibit 10.1

Execution Version

STOCK PURCHASE AGREEMENT

by and among

NOBLE TUBE TECHNOLOGIES, LLC

(“Buyer”),

NOBLE INTERNATIONAL, LTD.

(“Noble”),

and

THE SHAREHOLDERS OF

PULLMAN INDUSTRIES, INC.

(“Sellers”)

October 12, 2006

TABLE OF CONTENTS

ARTICLE 1 PRINCIPAL TRANSACTION		1
Section 1.1.	Sale and Purchase of Stock	1
Section 1.2.	Purchase Price; Payment	1
Section 1.3.	Adjustments to Purchase Price	2
Section 1.4.	Closing.	5
Section 1.5.	Deliveries at the Closing	5
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLERS		7
Section 2.1.	Organization; Capitalization; Ownership	7
Section 2.2.	Financial Statements and Financial Matters	8
Section 2.3.	Books and Records	10
Section 2.4.	Taxes	10
Section 2.5.	Business Operations	11
Section 2.6.	Employees	13
Section 2.7.	Employee Benefit Plans	14
Section 2.8.	Real Property	16
Section 2.9.	Other Properties and Assets	17
Section 2.10.	Litigation	18
Section 2.11.	Authorization and Enforceability; No Conflict	18
Section 2.12.	Applicable Contracts; Insurance	19
Section 2.13.	Permits and Licenses; Compliance with Legal Requirements	20
Section 2.14.	Environmental Matters	21
Section 2.15.	No Broker’s Fees	22
Section 2.16.	Accuracy of Information	22
Section 2.17.	Mexican Subsidiary Representations	22
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BUYER AND NOBLE		24
Section 3.1.	Organization and Good Standing	24
Section 3.2.	Authorization and Enforceability; No Conflict	24
Section 3.3.	Investment Intent	24
Section 3.4.	No Broker’s Fees	24
Section 3.5.	Purpose of Transaction	25
ARTICLE 4 COVENANTS AND AGREEMENTS		25
Section 4.1.	Further Assurances	25
Section 4.2.	Restrictive Covenants	25
Section 4.3.	Public Announcements	26
Section 4.4.	Sellers Representative	26
Section 4.5.	Discharge of Related Party Fees	29
Section 4.6.	Title Insurance	29
Section 4.7.	Parent Guarantee	29
Section 4.8.	Right of First Refusal	29
Section 4.9.	Transition of Bloomingdale Warehouse	29

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Section 4.10.	Termination of Certain Agreements.	30
Section 4.11.	Stock Purchase	30
Section 4.12.	Tax Returns and Related Matters.	30
Section 4.13.	Closing Books for Tax Purposes	32
Section 4.14.	Interest Charge DISC Subsidiary.	33
Section 4.15.	Mexican and Swiss Taxes.	33
Section 4.16.	IP Tax Matters.	33
Section 4.17.	Post-Retirement Benefits.	34
ARTICLE 5 INDEMNIFICATION		34
Section 5.1.	Indemnification and Reimbursement by Sellers	34
Section 5.2.	Indemnification and Reimbursement by Buyer	34
Section 5.3.	De Minimis Claims; Basket; Cap; Bloomingdale Environmental Limits.	34
Section 5.4.	Indemnification Procedures	35
Section 5.5.	Offset	37
Section 5.6.	Adjusted Purchase Price; Interest	37
Section 5.7.	Determination of Adverse Consequences; Indemnification Limitations	37
Section 5.8.	Exclusive Remedy	38
Section 5.9.	Tax Claims	38
ARTICLE 6 DEFINITIONS		40
ARTICLE 7 GENERAL		51
Section 7.1.	Survival of Representations, Warranties, Covenants and Agreements	51
Section 7.2.	Binding Effect; Benefits; Assignment	51
Section 7.3.	Entire Agreement	52
Section 7.4.	Amendment and Waiver	52
Section 7.5.	Governing Law	52
Section 7.6.	Notices	52
Section 7.7.	Counterparts	53
Section 7.8.	Expenses	53
Section 7.9.	Headings; Construction; Time of Essence	53
Section 7.10.	Partial Invalidity	54
Section 7.11.	Waiver of Jury Trial	54

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Exhibit 1.2(b)	Overdue Accounts Receivable
Exhibit 1.2(c)	Deferred Payment Amount Terms
Exhibit 1.3(b)	Estimated Closing Date Net Working Capital
Exhibit 1.5(b)(v)	Form of Legal Opinion of Honigman Miller Schwartz and Cohn LLP
Exhibit 1.5(b)(viii)	Form of Payoff Letter
Exhibit 4.5	Accounts Receivable and Payable
Exhibit 4.13	Tax Form
Exhibit 4.14	IC-DISC, Inc. Transactions
Exhibit 5.1	Specific Indemnification Matters
Exhibit 8.1	Permitted Encumbrances
Exhibit 8.2	September 30, 2006 Balance Sheet
Exhibit 8.3	Sellers’ Knowledge Parties

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STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of October 12, 2006, by and among NOBLE TUBE TECHNOLOGIES, LLC, a Michigan limited liability company (“Buyer”), NOBLE INTERNATIONAL, LTD., a Delaware corporation (“Noble”), and each shareholder (each a “Seller” and collectively “Sellers”) of Pullman Industries, Inc., a Michigan corporation (the “Company”). Buyer, Noble and Sellers are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.” Other capitalized terms used in this Agreement and not otherwise defined are defined in Article 6.

The Company and the Subsidiaries are engaged in the business of manufacturing and selling products utilizing the roll forming and/or stretch bending process in the automotive and office furniture markets (the “Business”). Buyer desires to purchase from Sellers, and Sellers desire to sell to Buyer, all of the outstanding capital stock of the Company on the terms and subject to the conditions of this Agreement. Noble joins in this Agreement to guaranty Buyer’s performance pursuant to the terms of this Agreement.

ACCORDINGLY, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, the Parties agree as follows:

ARTICLE 1

PRINCIPAL TRANSACTION

Section 1.1. Sale and Purchase of Stock. On the terms and subject to the conditions of this Agreement, Sellers agree to sell and transfer to Buyer, and Buyer agrees to purchase from Sellers, all of the issued and outstanding shares of capital stock of the Company, consisting of 6,000,000 shares of common stock, no par value per share (the “Shares”), free and clear of all Encumbrances.

Section 1.2. Purchase Price; Payment.

(a) Subject to adjustment under Section 1.3, if applicable, in consideration of the transfer of the Shares to Buyer and the other undertakings of Sellers set forth in this Agreement, Buyer agrees to pay to Sellers, in the aggregate, the sum of (i) $49,976,000 plus (ii) the Deferred Payment Amount, plus (iii) the Tax Refund Amount (in the aggregate, as adjusted, the “Purchase Price”).

(b) Subject to adjustment under Section 1.3, if applicable, $42,476,000 of the Purchase Price (the “Initial Payment”) will be paid to Sellers at Closing by wire transfer of immediately available funds to an account designated by Sellers Representative, and $7,500,000 of the Purchase Price will be paid into escrow pending (i) the collection by the Company or a Subsidiary of those accounts receivable set forth on Exhibit 1.2(b) (estimated by Sellers not to exceed $257,724), and (ii) resolution of any claims for indemnification that may be made by Buyer under Article 5 during the stated duration of the escrow, as more fully set forth in the escrow agreement (the “Escrow Agreement”).

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(c) The Deferred Payment Amount, which will not exceed $14,000,000 in the aggregate, will be paid to Sellers within 10 days after each month end in which any Deferred Payment Amount due Sellers hereunder is received by wire transfer of immediately available funds to an account designated by Sellers Representative, subject to satisfaction of the payment conditions set forth on Exhibit 1.2(c). Buyer shall use commercially reasonable efforts in good faith to collect the payments indicated on Exhibit 1.2(c) (the “Tooling Receivables”) according to the schedule indicated therein, but will not be required to commence any Proceeding, utilize any collection or similar agency, or cease doing business with any applicable account debtor. In connection with the collection of the Tooling Receivables, Buyer will not reduce or otherwise compromise any Tooling Receivable in exchange for, or to influence an account debtor to give, any concession or other accommodation to Buyer or any of its Affiliates that is unrelated to the applicable Tooling Receivable, and Buyer will not be required to grant any concession or other accommodation to collect any Tooling Receivable. Buyer will provide Sellers Representative with a monthly status report of Tooling Receivables collections. If Tooling Receivables are not collected within 60 days of the applicable invoice date, Sellers Representative or his or her designee will have the opportunity to discuss and review a summary of the efforts of Buyer to obtain payment of the outstanding Tooling Receivables and may participate in joint discussions and other communications with Buyer and the applicable account debtor; provided, however, that Buyer may reasonably limit the scope of such communications if Buyer believes that such communications would be reasonably likely to adversely affect the customer relationship between Buyer and the applicable account debtor; and provided, further, that Sellers Representative or his or her designee must conduct himself or herself in such a manner as to not adversely affect the customer relationship between Buyer and the applicable account debtor.

(d) One half of any Tax Refund Amount will be paid to Sellers within three business days following receipt by the Company of such Tax Refund Amount, by wire transfer of immediately available funds to an account designated by Sellers Representative. Buyer will promptly notify Sellers of receipt of any Tax Refund Amount. Any Tax Refund Amount payable to Sellers under this Section 1.2(d) not paid when due will bear interest at 12% per annum from the date such amount is required to be paid hereunder until paid, increasing to 15% per annum from and after 30 days of the due date and increasing to 18% per annum from and after 60 days of the date due.

Section 1.3. Adjustments to Purchase Price.

(a) On October 2, 2006, Sellers delivered to Buyer their good faith estimate of the U.S. Closing Date Debt, which was estimated by Sellers to be $44,339,385, and the Mexican Closing Date Debt, which was estimated by Sellers to be $21,347,825.

(b) The Initial Payment will be decreased on a dollar-for-dollar basis to the extent that the Closing Date U.S. Net Working Capital is less than $10,000,000. Sellers have estimated Closing Date U.S. Net Working Capital to be $10,164,820, as calculated on Exhibit 1.3(b).

(c) Within 30 days after the Closing Date, Buyer will cause to be prepared and delivered to Sellers Representative (i) an itemized calculation (each a “Closing Date Debt Statement” and collectively, the “Closing Date Debt Statements”) of actual Closing Date Debt of the Company and the U.S. Subsidiaries and the Mexican Subsidiaries, exclusive of debt owed by

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WLP Properties S. de R.L. de C.V. to TMW Enterprises de Juarez, S.A. de C.V., TMW Enterprises de Mexico, S.A. de C.V. and TMW Enterprises de Torreon, S.A. de C.V. not in excess of an aggregate amount of $1,200,000 (the “Mexican Closing Date Debt”), and (ii) an itemized calculation of Closing Date U.S. Net Working Capital (the “Closing Date U.S. Net Working Capital Statement”). Sellers will have the opportunity to review the Closing Date Debt Statements and the Closing Date U.S. Net Working Capital Statement for 20 days following receipt thereof (the “Review Period”). During the Review Period, Buyer and its Representatives will provide to Sellers and their Representatives access to all information to enable Sellers and their Representatives to review and evaluate the Closing Date Debt Statements and the Closing Date U.S. Net Working Capital Statement. Each of the applicable Closing Date Debt Statements and the Closing Date U.S. Net Working Capital Statement will become final, conclusive and binding on Sellers unless, prior to the end of the Review Period, Sellers Representative notifies Buyer in writing of Sellers’ objections to the Closing Date Debt Statement and/or the Closing Date U.S. Net Working Capital Statement, identifying the disputed items, the estimated amounts of the disputed items if then calculable and the basic facts underlying Sellers’ objections. If Sellers Representative gives such an objection notice, the Parties will try in good faith to resolve the objections within 30 days. If the Parties resolve some or all of the objections within that time period, they will promptly record their resolution in a writing signed by each of them, and such resolution will be final, conclusive and binding on each of them. If the Parties are unable to resolve all of the objections within the 30-day time period, they will promptly refer any matters still in dispute for resolution as provided in Section 1.3(g). Each Closing Date Debt Statement, in the form that is final, conclusive and binding on the Parties hereunder, is referred to as the “Final Closing Date Debt Statement” and, collectively as the “Final Closing Date Debt Statements”. The Closing Date U.S. Net Working Capital Statement, in the form that is final, conclusive and binding on the Parties hereunder, is referred to as the “Final Closing Date U.S. Net Working Capital Statement”.

(d) The Purchase Price will be decreased on a dollar-for-dollar basis to the extent that the U.S. Closing Date Debt as reflected on the applicable Final Closing Date Debt Statement is greater than the Maximum U.S. Debt. The Purchase Price will also be decreased on a dollar-for-dollar basis to the extent that the Mexican Closing Date Debt as reflected on the applicable Final Closing Date Debt Statement is greater than $21,347,825. Any decrease in the Purchase Price pursuant to this Section 1.3(d) will be paid by Sellers to Buyer within seven days following the date the applicable Final Closing Date Debt Statement becomes final, conclusive and binding, together with interest thereon at 8% per annum from the Closing Date until paid; provided, however, that any amount not timely paid under this Section 1.3(d) will bear interest at 12% per annum from and after the date such amount is required to be paid hereunder until paid, increasing to 15% per annum from and after 30 days of the date due and increasing to 18% per annum from and after 60 days of the date due.

(e) If the Closing Date U.S. Net Working Capital as reflected on the Final Closing Date U.S. Net Working Capital Statement is less than $10,000,000, Sellers will pay the amount of such deficiency to Buyer within seven days following the date that the Final Closing Date U.S. Net Working Capital Statement becomes final, conclusive and binding, together with interest thereon at 8% per annum from the Closing Date until paid; provided, however, that any amount not timely paid under this Section 1.3(e) will bear interest at 12% per annum from and after the date such amount is required to be paid hereunder until paid, increasing to 15% per annum from and after 30 days of the date due and increasing to 18% per annum from and after 60 days of the date due.

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(f) If Sellers fail to pay any amount owed under this Section 1.3 in a timely manner, in addition to any other remedies that Buyer may have under applicable Legal Requirements or this Agreement (including commencing a Proceeding for indemnification) (i) Buyer may withdraw from the escrow fund under the Escrow Agreement the dollar amount owed to it under this Section 1.3, without any right of Sellers or Sellers Representative to object to such withdrawal and neither Sellers nor Sellers Representative will object to such withdrawal and (ii) Sellers will, within three business days of such withdrawal, transfer to the escrow fund held under the Escrow Agreement the amount of such withdrawal. Any amount not timely paid into the escrow fund under this Section 1.3(f) will bear interest thereon at 12% per annum from the date such amount is required to be paid hereunder until paid, increasing to 15% per annum from and after 30 days of the date due and increasing to 18% per annum from and after 60 days of the date due.

(g) Any unresolved dispute under Section 1.3(c) above will be promptly referred for resolution to the Detroit office of the Transaction Services Group of Ernst & Young LLP who will be jointly retained by the Parties. If the Parties are unable to engage Ernst & Young LLP for any reason, or Ernst & Young LLP is no longer independent at the time a dispute is submitted to it, then Buyer and Sellers Representative will each designate a nationally or regionally recognized independent accounting firm with whom neither they nor any of their respective Affiliates has any current professional relationship, and the accounting firm to resolve the dispute will be chosen by lot (Ernst & Young LLP or any other chosen accounting firm is referred to as the “Accounting Firm”). Buyer will pay one-half, and Sellers will pay one-half of the fees and expenses of the Accounting Firm. The Accounting Firm will act as a neutral arbitrator and, to the extent GAAP leaves room for discretion, will exercise that discretion independently, but within the range of the differences between the Parties. Buyer and Sellers Representative each will provide the Accounting Firm with all data and documents relevant to the determinations to be made by it, and copies of all materials provided to the Accounting Firm will simultaneously be provided to all Parties. Neither Buyer nor Sellers will meet or discuss any substantive matters with the Accounting Firm without the other Parties or their Representatives present or having the opportunity following at least three business days notice to be present, either in person or by telephone. Prior to making a final determination, the Accounting Firm will have the power to require any Party to provide to it and the other Parties such Books and Records and other information it deems relevant to the resolution of the dispute, and to require any Party to answer questions that it deems relevant to the resolution of the dispute. The Accounting Firm will revise the Closing Date Debt Statements to reflect its resolution under Section 1.3 of all disputed matters, and its resolution will be final, conclusive and binding on the Parties.

(h) Sellers Representative will be permitted to review and make copies of all workpapers, schedules and calculations used in determining the Deferred Payment Amount and the overdue accounts receivable set forth in Schedule 1.2(b) and to otherwise have access to and be permitted to make copies of such books and records as he or she may reasonably need to determine the accuracy of such calculations.

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Section 1.4. Closing. The consummation of the transactions contemplated by this Agreement (the “Closing”) are taking place at 10:00 a.m. local time on October 12, 2006 (the “Closing Date”). The Closing Date will be deemed effective as of the start of business on the Closing Date.

Section 1.5. Deliveries at the Closing.

(a) At the Closing, Buyer will deliver to Sellers:

(i) the Initial Payment;

(ii) the Escrow Agreement, duly executed by Buyer, and evidence that the escrow under the Escrow Agreement has been fully funded in accordance with Section 1.2(b);

(iii) payment in full of the promissory note referenced in Section 1.5(b)(xii) below; and

(iv) any and all other agreements, certificates, instruments and documents as may be reasonably required of Buyer under this Agreement.

(b) At the Closing, Sellers will deliver to Buyer:

(i) stock certificates representing the Shares duly endorsed in blank or accompanied by irrevocable stock powers duly endorsed in blank, in either case sufficient to transfer the Shares to Buyer free and clear of all Encumbrances;

(ii) the Escrow Agreement, duly executed by Sellers Representative;

(iii) mutual releases, in forms reasonably acceptable to Buyer, duly executed by the Company and each director and officer of the Company and the Subsidiaries and resignations of each director and the following officers: Douglas S. Soifer and Paul Oster;

(iv) mutual releases of the Company and the Subsidiaries, in forms reasonably acceptable to Buyer, duly executed by the Company and each Seller, Pullman Industries IC-DISC, Inc. and TMW Enterprises Inc. (except with respect to the fees to be paid post-Closing under Sections 4.5 and 4.14) or any Affiliate to which management or other fees have been paid by the Company or any Subsidiary;

(v) a legal opinion of Honigman Miller Schwartz and Cohn LLP, in the form attached as Exhibit 1.5(b)(v);

(vi) copies of all consents (if applicable) and estoppel certificates, in forms reasonably acceptable to Buyer, duly executed by each lessor of each Real Property Lease;

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(vii) evidence of the release of all Encumbrances, other than Permitted Encumbrances, on the property and assets of the Company and the Subsidiaries;

(viii) bank-payoff letters and related Encumbrance discharges with respect to indebtedness to JPMorgan Chase (“JPMC Debt”), the form of which payoff letter is attached as Exhibit 1.5(b)(viii);

(ix) evidence that all patents used by the Company or a Subsidiary and invented by an employee of the Company or a Subsidiary or on behalf of the Company or a Subsidiary have been validly assigned to the Company or a Subsidiary;

(x) affirmation that all loans by the Company or any Subsidiary to any officer or director or former officer or director of the Company or any Subsidiary have been paid in full;

(xi) copy of a quit claim deed transferring the Company’s real property in Bloomingdale, Michigan (located at CR 388, Bloomingdale, Michigan, as more fully described in Item 3 of Schedule 2.8(a)) to Bloomingdale Holdings LLC, a newly formed limited liability company owned by the Company, and evidence of the distribution of all of the outstanding membership interests in such limited liability company to Sellers or their designee(s), in form reasonably acceptable to Buyer;

(xii) evidence of the distribution by the Company, immediately prior to Closing, of a $4,000,000 promissory note to Sellers and surrender of such promissory note against the payment described in Section 1.5(a)(iii);

(xiii) except for the rights and obligations set forth in the Pullman IC-DISC Stock Purchase Agreement and as otherwise set forth in Exhibit 4.14, evidence of termination of all of the Company’s or any Subsidiaries’ commission and similar agreements with Pullman Industries IC-DISC, Inc. from and after the Closing Date;

(xiv) evidence of termination of the employment agreement between any Mexican Subsidiary and Ruiz Mateos and the transfer to Pullman de Mexico and Pullman de Puebla of all equity interest of Ruiz Mateos in any of the Mexican Subsidiaries for payment not to exceed $275,000 from existing cash of one or more of the Mexican Subsidiaries, and a release of the Company and the Subsidiaries, in form reasonably acceptable to Buyer, duly executed by Mr. Mateos;

(xv) evidence that the terms of the indebtedness of WLP Properties S. de R.L. de C.V. to TMW Enterprises de Juarez, S.A. de C.V., TMW Enterprises de Mexico, S.A. de C.V. and TMW Enterprises de Torreon, S.A. de C.V. have been amended to Buyer’s satisfaction;

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(xvi) a consent of GE CF Mexico, S.A. de C.V. to the transactions contemplated by this Agreement and waiver of any default or event of default arising therefrom;

(xvii) evidence of the settlement of Jorge Suarez Gomez v. Linde Pullman de Queretaro, S.A. de CV.; and

(xviii) any and all other agreements, certificates, instruments and documents as may be reasonably required of Sellers, or any of them, under this Agreement.

(c) At the Closing Buyer, on behalf of the Company, will cause the JPMC Debt to be paid and discharged and will provide replacement letters of credit in respect of the JPMorgan Chase letters of credit set forth on Schedule 2.12(a)(iii).

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF SELLERS

Sellers, jointly and severally, make the following representations and warranties to Buyer to induce Buyer to enter into this Agreement and the other Transaction Documents and consummate the transactions contemplated hereby and thereby. These representations and warranties will survive the Closing for the periods specified in Section 7.1.

Section 2.1. Organization; Capitalization; Ownership.

(a) The Company and each Subsidiary is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the applicable Legal Requirements of the jurisdiction of its organization. Copies of the Organizational Documents for the Company and each Subsidiary have been provided to Buyer. The Company and each Subsidiary has the requisite corporate or limited liability company power and authority, as the case may be, to conduct the Business as it is now being conducted, to own and use the properties and assets that it purports to own and use and to perform its obligations under the Applicable Contracts. The Company and each Subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each state or other jurisdiction in which either the ownership or use of the properties owned or used by it or the nature of the activities conducted by it requires such qualification, as identified on Schedule 2.1(a).

(b) The authorized capital stock of the Company consists of 7,000,000 shares of common stock, no par value per share, of which 6,000,000 shares (the “Shares”) are issued and outstanding. All of the Shares were validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights of any Person. Except as provided on Schedule 2.1(b), there are no outstanding Contracts that require any Seller or the Company to sell or issue any capital stock or other securities of the Company, including any securities convertible into or exchangeable for any capital stock or other securities of the Company. Except as provided on Schedule 2.1(b), there is no outstanding subscription, option, warrant or other right, call or commitment to issue, or any obligation or commitment to purchase, any capital stock or other securities of the Company or any securities convertible into or exchangeable for any capital stock or other securities of the Company.

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(c) Each Seller owns, beneficially and of record, his, her or its Shares free and clear of all Encumbrances, and Sellers collectively own, beneficially and of record, all outstanding Shares. Each Seller owns the number of Shares set forth next to his, her or its name on Schedule 2.1(c). Except as set forth on Schedule 2.1(c), no Seller owns his, her or its Shares jointly with any other Person, and no other Person has any right to consent to or vote upon the transactions contemplated by this Agreement or any other Transaction Document. At the Closing, each Seller will transfer to Buyer valid title to all of the Shares free and clear of all Encumbrances.

(d) Schedule 2.1(d) sets forth the authorized, issued and outstanding capital stock or other equity securities, as applicable, of each Subsidiary. All of the capital stock or other equity securities of each Subsidiary were validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights of any Person. There are no outstanding Contracts that require any Seller, the Company or any Subsidiary to sell or issue any capital stock or other equity securities of any Subsidiary, including any securities convertible into or exchangeable for any capital stock or other equity securities of a Subsidiary. There is no outstanding subscription, option, warrant or other right, call or commitment to issue, or any obligation or commitment to purchase, any capital stock or other equity securities of a Subsidiary or any securities convertible into or exchangeable for any capital stock or other equity securities of a Subsidiary. Except for the Subsidiaries, neither the Company nor any Subsidiary owns, or has any right to acquire, any equity interest or other equity securities in any other Person. The Company or a Subsidiary owns, beneficially and of record, all of the outstanding capital stock or other equity securities of each Subsidiary free and clear of all Encumbrances.

Section 2.2. Financial Statements and Financial Matters.

(a) Copies of the audited consolidated financial statements of the Company, Pullman Industries of Indiana, Inc. and Pullman Investments, LLC, at and for the fiscal years ended December 31, 2005, December 31, 2004 and December 31, 2003 are attached to Schedule 2.2(a) (the “Financial Statements”). Also attached to Schedule 2.2(a) are copies of the unaudited consolidated interim balance sheets and interim statements of income of the Company and Pullman Industries of Indiana, Inc. at and for the month-ended August 27, 2006 (the “Interim Financial Statements”). The Interim Financial Statements include the consolidated balance sheet of the Company and Pullman Industries of Indiana, Inc., at August 27, 2006 (the “Balance Sheet”). The Financial Statements and Interim Financial Statements (subject, in the case of the Interim Financial Statements, to normal year end adjustments and the absence of footnotes thereto which, if presented would not differ materially from those included in the Financial Statements) are accurate and complete in all material respects and, except as set forth in Schedule 2.2(a), present fairly the financial condition of the Company and Pullman Industries of Indiana, Inc. (and in the case of the Financial Statements, Pullman Investments, LLC), at the dates indicated and their results of operations for the periods then ended. The Financial Statements and Interim Financial Statements were prepared in accordance with GAAP (subject, in the case of the Interim Financial Statements, to normal recurring year-end adjustments and any other adjustments described therein, the effect of which would not individually or in the aggregate have a Company Material Adverse Effect, and the absence of footnotes thereto which,

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if presented would not differ materially from those included in the Financial Statements). Each of Pullman AG, Zug and Pullman Investments LLC are holding companies that are not currently engaged in business operations, and, except as set forth on Schedule 2.2(a), neither of them has any liabilities or assets other than the stock of their respective subsidiaries as set forth on Schedule 2.1(d) and, in the case of Pullman AG, Zug, certain Intellectual Property Assets described on Schedule 2.9(c).

(b) Except as set forth on Schedule 2.2(b) and except for (i) executory obligations under Applicable Contracts and (ii) liabilities expressly set forth in the Schedules to this Agreement, neither the Company nor any U.S. Subsidiary has any liabilities or obligations of any nature (whether known or unknown, absolute, accrued, contingent or otherwise), required to be reflected on a balance sheet (or in the notes thereto) in accordance with GAAP, except for (A) liabilities or obligations expressly reflected or reserved against in the Balance Sheet, and (B) balance sheet liabilities incurred in the Ordinary Course of Business since the date of the Balance Sheet.

(c) All accounts receivable of the Company and the U.S. Subsidiaries as of the Closing Date (the “Accounts Receivable”) will represent only valid obligations due to the Company or a U.S. Subsidiary arising from bona fide arm’s length transactions actually made by the Company or a U.S. Subsidiary in the Ordinary Course of Business and are not in dispute. All of the Tooling Receivables were outstanding as of September 30, 2006, and, if collected, will be handled as set forth in Section 1.2(c) and Exhibit 1.2(c).

(d) Except for obsolete items and items below standard quality, all of which have been written off or written down to net realizable value on the Balance Sheet giving effect to any inventory related reserves set forth on the Balance Sheet, all of the inventory of the Company and the U.S. Subsidiaries as of the Closing Date will (i) consist of inventory manufactured or acquired in bona fide transactions in the Ordinary Course of Business and (ii) be of a quality and quantity usable and salable in the Ordinary Course of Business. All inventories of the Company and the U.S. Subsidiaries not written off are reflected in the Financial Statements and Interim Financial Statements at the lower of cost or market on a first in, first out basis, net of any reserves on the Balance Sheet. As of the Closing Date, the quantities of each item of inventory (whether raw materials, work-in-process or finished goods) of the Company and the U.S. Subsidiaries will not be excessive, but will be reasonable in the circumstances of the Business. All work-in-process inventory of the Company or a U.S. Subsidiary constitutes items in process of production pursuant to Contracts entered into in the Ordinary Course of Business, from customers in bona fide arms length transactions. All work in process inventory of the Company or a U.S. Subsidiary is of a quality ordinarily produced in accordance with the requirements of the orders to which such work in process is identified.

(e) Except as set forth in Schedule 2.2(e), neither the Company nor any U.S. Subsidiary has any outstanding indebtedness to any Seller or any Related Person, and no Seller or any Related Person (other than the Mexican Subsidiaries) has any outstanding indebtedness to the Company or a U.S. Subsidiary.

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(f) The Company received an annual management review by Plante & Moran, PLLC containing a certification of the internal controls of the Company, a copy of which has been provided to Buyer.

(g) The amount accrued as a liability on the Company’s September 30, 2006 consolidated balance sheet attached as Exhibit 8.2 with respect to the Pullman Industries, Inc. Amended and Restated 2001 Equity Participation Plan were accrued in accordance with such plan and in a manner consistent with past practice.

Section 2.3. Books and Records. The Books and Records of the Company and the U.S. Subsidiaries, all of which have been made available to Buyer, are complete and correct in all material respects and have been maintained in accordance with sound business practices. All of the Books and Records will be in the possession of the Company or a U.S. Subsidiary, as applicable. The corporate minute book and stock records of the Company and each U.S. Subsidiary, which have been furnished to Buyer for inspection, are complete and correct in all material respects and accurately reflect all material corporate action taken by the Company and the respective U.S. Subsidiaries. The directors and officers of the Company and each U.S. Subsidiary are listed in Schedule 2.3.

Section 2.4. Taxes.

(a) Schedule 2.4(a) contains a list of states, territories and jurisdictions to which any Taxes have been claimed to be, or are, payable by the Company or a U.S. Subsidiary. All Tax Returns of the Company and each U.S. Subsidiary required under applicable Legal Requirements to be filed prior to the Closing Date have been filed within the times (including extensions) and in the manner prescribed by applicable Legal Requirements. The Company and each U.S. Subsidiary has paid, or caused to be paid, all Taxes due and owing by it, whether or not shown or required to be shown on a Tax Return, and the Company and each U.S. Subsidiary has provided on the Balance Sheet a sufficient reserve for the payment of all Taxes associated with their respective business operations through the date thereof but not yet due and payable by it. Taxes paid or provided for on the Balance Sheet include all Taxes for which the Company or a U.S. Subsidiary may be liable in their own right or as the transferee of the assets of, or as successor to, any other Person as of such date. Neither the Company nor any U.S. Subsidiary is responsible for the payment of Taxes of another Person (other than the Company or a U.S. Subsidiary) by reason of the application of Treas. Reg. §1.1502-6 or other Legal Requirement.

(b) All Taxes required to have been collected or withheld by the Company or a U.S. Subsidiary before the Closing Date have been duly collected or withheld and, to the extent required before the Closing Date, have been duly paid to the proper Governmental Body. Except as set forth in Schedule 2.4(b), all Tax deficiencies asserted in writing or, to Sellers Knowledge verbally, by the IRS or other Governmental Body against the Company or a U.S. Subsidiary have been paid or finally settled and in the case of the Company and Pullman Industries of Indiana, Inc., recorded on the Balance Sheet. Except as set forth on Schedule 2.4(b), there are no audits of or other Proceedings pending with respect to any Tax Returns of the Company or a U.S. Subsidiary, and there are no outstanding waivers of statutes of limitations regarding any Taxes payable by the Company or a U.S. Subsidiary.

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(c) The Company and each U.S. Subsidiary has delivered or made available to Buyer copies of (i) all Tax Returns with respect to all open years, and all amendments thereto, and (ii) all audit or examination reports or written proposed adjustments (whether formal or informal) received from any Governmental Body relating to any Tax Return. The charges, accruals and reserves with respect to the Taxes on the Balance Sheet are adequate under GAAP and are at least equal to the aggregate Tax liability of the Company and the U.S. Subsidiaries (including any other Person whose Tax liability the Company or a U.S. Subsidiary may have any responsibility for).

(d) Since January 1, 2006, the Company has validly elected to be treated as an “S Corporation” under Sections 1361 and 1362 of the Code, and it will continue to be so treated until the date immediately prior to the Closing Date. Since January 1, 2006, Pullman Industries of Indiana, Inc. has validly elected to be treated as a “qualified Subchapter S Subsidiary” within the meaning of Section 1361(b)(3), and it will continue to be so treated until the date immediately prior to the Closing Date. Except as set forth in Schedule 2.4(d), neither the Company nor any U.S. Subsidiary has (i) applied for any Tax ruling, (ii) in the immediately preceding three years, entered into or is proposing to enter into a Contract with any Governmental Body regarding Taxes, (iii) filed an election under Section 338(g) or Section 338(h)(10) of the Code (nor has a deemed election under Section 338(e) of the Code occurred), (iv) made any payments, or been a party to an Contract (including this Agreement), that under any circumstances could obligate it to make payments that will not be deductible because of Section 280G of the Code, or (v) been a party to any Tax allocation or Tax sharing Contract or similar arrangement, other than a Contract or arrangement solely among the Company and the U.S. Subsidiaries or certain of them. Neither the Company nor any U.S. Subsidiary is a “United States real property holding corporation” within the meaning of Section 897 of the Code.

(e) To Sellers’ Knowledge, the gross amount of the Tax Refund Amount is approximately $1,400,000. Sellers’ reasonable estimate of the Tax Refund Amount is set forth on Schedule 2.4(e).

(f) Pullman Industries Ltd. filed its final Tax Returns as a foreign sales corporation for 2001 on or before September 15, 2002 and all applicable statutes of limitation with respect thereto have expired on or before September 15, 2005. Pullman Industries Ltd. was properly liquidated in 2005.

(g) Pullman Industries Ltd. claimed no Tax benefits as a foreign sales corporation not permitted under applicable Legal Requirements.

Section 2.5. Business Operations.

(a) Except as set forth in Schedule 2.5(a), since December 31, 2005, (i) the operations and affairs of the Company and each U.S. Subsidiary have been conducted only in the Ordinary Course of Business and (ii) no Restricted Event has occurred.

(b) No Seller, Related Person or any of any of their respective Affiliates is an owner, shareholder, creditor or agent of, or consultant or lender to, any Person engaged in a business that acts as a supplier or purchaser of any goods or services to or from the Company or any U.S. Subsidiary or any part of which is in actual or potential competition with the Company or any U.S. Subsidiary.

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(c) Schedule 2.5(c)(1) sets forth a list of the 10 largest customers and 10 largest suppliers (by dollar volume) of the Company and the U.S. Subsidiaries, collectively, in terms of sales or purchases for the eight months ended August 27, 2006 and the 12 months ended December 31, 2005. Except as set forth on Schedule 2.5(c)(2), (i) neither the Company nor any U.S. Subsidiary has received any written notice with respect to the re-sourcing of any customer Contract or business, (ii) to Sellers’ Knowledge no customer or supplier has expressly informed the Company or any U.S. Subsidiary that it has any present plan to discontinue any Contract or terminate its business relationship with the Company or a U.S. Subsidiary, and (iii) while customer programs are subject to market testing from time to time, neither the Company nor any U.S. Subsidiary has received written notice that any customer program is being market tested. Since December 31, 2005, neither the Company nor any U.S. Subsidiary has extended credit to any customer (including a distributor) on terms or in amounts that are materially more favorable than those extended in the past or otherwise materially changed the terms of credit extended to any such customer outside the Ordinary Course of Business. Since December 31, 2005, neither the Company nor any U.S. Subsidiary has materially changed its credit policies governing the extension of credit to customers.

(d) Schedule 2.5(d) lists all warranties applicable to products designed, developed, manufactured, sold, to be sold or subject to a pending bid by the Company or a U.S. Subsidiary. There are no claims outstanding against the Company or any U.S. Subsidiary in excess of the reserves established therefore on the Balance Sheet to return products by reason of alleged overshipments, early or late shipments, defective delivery, defective merchandise or otherwise, and there is no Proceeding pending, or to Sellers’ Knowledge Threatened, against the Company or a U.S. Subsidiary under any product warranty. No product warranty claims have been asserted against the Company or a U.S. Subsidiary within the past three years.

(e) Neither the Company nor any U.S. Subsidiary has received written notice of any, and there is no, unresolved claim of personal injury, death or property or economic damage, or any unresolved claim for injunctive relief in connection with any product manufactured or sold by the Company or a U.S. Subsidiary. There are no defects in design, construction or manufacture of products sold or held in inventory for sale that would adversely affect their performance or create an unusual risk of injury to persons or property. Except as disclosed in Schedule 2.5(e), none of the Company’s or a U.S. Subsidiary’s products has been the subject of any replacement, field fix, retrofit, modification or recall campaign. Such products have been designed and manufactured so as to meet and comply sufficiently to avoid any Adverse Consequences arising from a failure to comply with all governmental standards and applicable purchase specifications currently in effect, and have received all Governmental Authorization necessary to allow their sale and use. No product liability claims have been asserted against the Company or a U.S. Subsidiary within the past three years.

(f) Schedule 2.5(f) lists the names, account numbers and locations of all banks and other financial institutions at which the Company and each U.S. Subsidiary has any account or safe deposit box and the names of all Persons authorized to draft on or have access to any such accounts or safe deposit box.

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(g) None of the Company, any U.S. Subsidiary, any Seller or, to Sellers’ Knowledge, any of their respective Representatives, has in connection with the Business (i) used any corporate or other funds of the Company or a U.S. Subsidiary for unlawful contributions, payments, gifts or gratuities, or made any unlawful expenditures relating to political or administrative activity to officials of a Governmental Body or to any other Person, or established or maintained any unlawful or unrecorded funds in violation of any Legal Requirement, or (ii) accepted or received any unlawful contributions, payments, expenditures or gifts.

Section 2.6. Employees.

(a) Schedule 2.6(a) contains, as of a recent date specified therein, the following information for each employee of the Company and each U.S. Subsidiary (including, as designated thereon, each employee on leave of absence or layoff status): name; job title; hire date; and current compensation paid or payable on an annualized basis. Neither the Company nor a U.S. Subsidiary has received notice that a Key Employee intends to terminate his or her employment relationship with the Company or a U.S. Subsidiary, as applicable. All Key Employees of the Company and each U.S. Subsidiary are either U.S. citizens or permanent resident aliens or are otherwise authorized to be lawfully employed in the United States. Except as set forth in Schedule 2.6(a), each employee of the Company and each U.S. Subsidiary is employed on an “at will” basis and is terminable by the Company or the U.S. Subsidiary, as applicable, without any penalty or severance obligation. A copy of the current version of each policy manual and handbook provided to or governing the employees of the Company and the U.S. Subsidiaries, and a copy of the application forms currently being used by the Company and the U.S. Subsidiaries in connection with the hiring of new employees, has been provided to Buyer.

(b) Except as set forth in Schedule 2.6(b), neither the Company nor any U.S. Subsidiary is now or in the past three years has been a party to any collective bargaining or other similar labor Contract. A copy of each such Contract has been provided to Buyer. Since January 1, 2004, with respect to the Company or any U.S. Subsidiary, there has not been, there is not now pending or existing and to Sellers’ Knowledge there is not Threatened: (i) any strike, slowdown, picketing, work stoppage, lockout, union organizational activity or other labor dispute or Proceeding (excluding routine labor grievances); (ii) any application, written complaint or charge filed by any employee or union with any Governmental Body or any grievance filed pursuant to a collective bargaining agreement for which any Seller, the Company or a U.S. Subsidiary has Knowledge or has received written notice or (iii) any application or demand for recognition or certification of a collective bargaining agent for which a Seller, the Company or a U.S. Subsidiary has Knowledge or has received written notice. Except as set forth on Schedule 2.6(b), there is not currently, nor has there been in the past three years, any internal investigation of any charge or complaint by any employee of the Company or a U.S. Subsidiary alleging harassment, discrimination or other employment conduct. All Legal Requirements relating to the employees of the Company and each U.S. Subsidiary, including Legal Requirements relating to terms of employment, immigration and employment of illegal aliens, the payment of social security and other payroll Taxes, the payment of employee wages and benefits (including minimum wage and overtime pay) and Occupational Safety and Health Law, have been complied with.

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(c) Except as set forth in Schedule 2.6(c), neither the Company nor any U.S. Subsidiary is a party to any Contract, with any present or former director, officer, employee, agent or consultant with respect to length, duration or conditions of employment or engagement (or the termination thereof), salaries, bonuses, compensation, deferred compensation, health Insurance, severance, any other form of remuneration or otherwise, the obligations of which could be asserted following the Closing against the Company, a U.S. Subsidiary or Buyer.

(d) Neither the Company nor any U.S. Subsidiary has effectuated a “mass layoff” (as defined in the WARN Act) affecting any single site of employment (as defined in the WARN Act), and neither the Company nor any U.S. Subsidiary has engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local Legal Requirement. None of the employees of the Company or a U.S. Subsidiary will have suffered an “employment loss” under the WARN Act in the six months prior to the Closing Date or any similar state or local Legal Requirement in the twelve months prior to the Closing Date.

(e) The Company has made all required payments to its unemployment compensation reserve accounts with the appropriate Governmental Bodies of the states or other jurisdictions where it is required to maintain such accounts, and each of such accounts has a positive balance.

Section 2.7. Employee Benefit Plans.

(a) Schedule 2.7(a) sets forth all Employee Benefit Plans. Copies of Employee Benefit Plans and all Contracts relating to Employee Benefit Plans (including descriptions of vacation, separation and other personnel policies) have been provided to Buyer. Neither the Company nor any U.S. Subsidiary is bound by any unwritten Employee Benefit Plan or Contract relating to any Employee Benefit Plan.

(b) Except as set forth on Schedule 2.7(b), the Company and each U.S. Subsidiary has timely complied with all obligations under the Employee Benefit Plans (including, to the extent applicable, reporting, disclosure, prohibited transaction, IRS qualification, ERISA and funding obligations). Each Employee Benefit Plan, and the administration of each Employee Benefit Plan, complies and has at all relevant times complied with all applicable Legal Requirements, including the Code and ERISA. No prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code for which a statutory or administrative exemption does not exist has occurred with respect to any Employee Benefit Plan.

(c) Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS as to its qualified status under the Code, and each Employee Benefit Plan that is a funded welfare plan and whose trust is intended to be exempt from federal taxation under Section 501(a) of the Code has received recognition of exemption from federal income taxation from the IRS. Nothing has occurred since the date of such determination or recognition of exemption that could adversely affect the qualification of such Employee Benefit Plan or the Tax exempt status of any related trust. Sellers have delivered to Buyer copies of the following:

(i) the most recent determination or opinion letter issued by the IRS with respect to each Employee Benefit Plan that is intended to be qualified under Section 401(a) and/or 501(a) of the Code; and

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(ii) the two most recent Annual Reports (IRS Forms 5500 series), including Schedules A and B, if applicable, required to be filed with respect to each Employee Benefit Plan.

(d) Neither the Company, a U.S. Subsidiary nor any of their respective predecessors or Affiliates has ever established, maintained or contributed to or otherwise participated in, or has or has had an obligation to establish, maintain, contribute to or otherwise participate in, or has any obligation or liability in connection with, any Multi-Employer Retirement Plan.

(e) Except as set forth in Schedule 2.7(e), neither the Company, a U.S. Subsidiary nor any of their respective predecessors or Affiliates has any obligation to provide post-retirement medical or other benefits to any director, employee or agent or former director, employee or agent or their survivors, dependents or beneficiaries, except as may be required by Section 4980B of the Code or Part 6 of Title I of ERISA or applicable Legal Requirements concerning medical benefits continuation.

(f) Neither the Company, a U.S. Subsidiary nor any of their respective predecessors or Affiliates maintains or has maintained or has had any obligation to contribute to a defined benefit plan as defined in Section 3(35) of ERISA.

(g) There is no Proceeding pending (other than routine claims for benefits) against or in respect of any Employee Benefit Plan or the assets of any Employee Benefit Plan. No civil or criminal action brought pursuant to the provisions of Title I, Subtitle B, Part 5 of ERISA is pending, or to Sellers’ Knowledge Threatened, against any fiduciary of any Employee Benefit Plan. To Sellers’ Knowledge none of the Employee Benefit Plans or any fiduciary thereof has been the direct or indirect subject of an audit, investigation or examination by any Governmental Body.

(h) No Contract or other obligation exists to increase any benefits under any Employee Benefit Plan or to adopt any new Employee Benefit Plan.

(i) Except as set forth in Schedule 2.7(i), the consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former director or employee of the Company or any U.S. Subsidiary to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement; (ii) accelerate the time of payment or vesting, or increase the amount, of compensation due to any director or employee or former director or employee either under an Employee Benefit Plan or otherwise; or (iii) result in any prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available.

(j) Neither the Company nor any U.S. Subsidiary, with respect to any Employee Benefit Plan, is subject to any Tax under Code Sections 4972 or 4979 or to any loss of Tax deduction under Code Sections 162(m) and 280G.

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(k) Except as set forth in Schedule 2.7(k), each Employee Benefit Plan that is subject to the provisions of the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), has complied with HIPAA in all material respects.

(l) With respect to the Pullman Industries, Inc. Amended and Restated Equity Participation Plan (the “EPP”), the committee designated to administer the EPP pursuant to Section 1.4(e) of the EPP (the “EPP Committee”) has not taken any action to terminate the EPP or accelerate the vesting of any Units (as defined in the EPP) or other benefits under the EPP. With respect to 2006, the EPP Committee has not determined any benefits under the EPP, including distributions or any value associated with the Units.

Section 2.8. Real Property.

(a) The Company and each U.S. Subsidiary has good and marketable fee simple title to or valid leaseholds in all of the real property owned or used in connection with the Business (“Real Property”), including all of the Real Property reflected on the Balance Sheet. The Real Property owned by the Company or a U.S. Subsidiary (“Owned Real Property”) is not subject to any lease, tenancy, occupancy Contract, license or option. Except as set forth in Schedule 2.8(a), neither the Company nor any U.S. Subsidiary is a party to or the beneficiary of any Tax abatement or similar agreement or any Tax abatement or similar appeal in respect of any Real Property. Except as set forth in Schedule 2.8(a), neither the Company nor any U.S. Subsidiary owns any interest in, nor have they ever owned or had any interest in (other than a leasehold interest in), any Real Property. All of the Real Property identified as currently owned by the Company or a U.S. Subsidiary on Schedule 2.8(a) is free and clear of all Encumbrances other than Permitted Encumbrances.

(b) Schedule 2.8(b) contains, with respect to all Real Property leased by the Company or a U.S. Subsidiary, the term, base rent, any component of additional rent and any option to purchase, and lists each lease, sublease, license and occupancy Contract concerning Real Property to which the Company or any U.S. Subsidiary is a signatory or by which any of them are bound or affected (individually a “Real Property Lease” and collectively the “Real Property Leases”). A copy of each Real Property Lease has been provided to Buyer. The Company or a U.S. Subsidiary has a valid and binding leasehold interest in each of the Real Property Leases. None of the Company or any U.S. Subsidiary, or to Sellers’ Knowledge, any other Person, is in default in respect of its obligations or liabilities pertaining to any Real Property Lease.

(c) Neither the Company nor any U.S. Subsidiary uses Real Property other than the Real Property identified on Schedule 2.8(a) and Schedule 2.8(b). All buildings or improvements used by the Company or a U.S. Subsidiary lie wholly within the boundaries of the applicable Real Property and do not encroach on any easement or property owned by another Person, and no building or improvement owned or used by another Person encroaches on any property that the Company or a U.S. Subsidiary owns or uses or on any easement the benefit of which runs to the Company or a U.S. Subsidiary to the lessor under any Real Property Lease. The Real Property and the use of the Real Property by the Company and each U.S. Subsidiary complies, with all Applicable Contracts and applicable Legal Requirements. To Sellers’ Knowledge, there are no material ground subsidences or slides on or affecting any Real Property. None of the Real Property is the subject of any condemnation action and, to Sellers’ Knowledge, there is no

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proposal under consideration by any Governmental Body to take or use any of the Real Property. All such Real Property has access on a public way sufficient for the current use of the Real Property by the Company or a U.S. Subsidiary, as applicable. Neither the Company nor a U.S. Subsidiary is in violation of any zoning regulation, building restriction, restrictive covenant, ordinance or other Legal Requirement relating to any Real Property. The Real Property, and all components thereof, including the electrical systems, mechanical systems, roof, plumbing and fire/safety systems are in good working order and will perform the work or function for which intended.

Section 2.9. Other Properties and Assets.

(a) All other properties and assets (in addition to Owned Real Property) owned by the Company or any U.S. Subsidiary are free and clear of all Encumbrances other than Permitted Encumbrances. Except as set forth on Schedule 2.9(a), none of the Company’s or a U.S. Subsidiary’s properties or assets is subject to any restrictions with respect to the transferability thereof, and the Company’s and each U.S. Subsidiary’s title thereto will not be affected in any way by the transactions contemplated by this Agreement. Schedule 2.9(a) lists each lease by the Company or a U.S. Subsidiary of property and assets (other than Real Property), including the commencement and termination dates of each such lease (collectively, “Personal Property Leases”). A copy of each Personal Property Lease has been provided to Buyer. All properties and assets owned or leased by the Company or a U.S. Subsidiary will be in the possession of the Company or a U.S. Subsidiary on the Closing Date.

(b) The buildings, structures and equipment owned, leased or used by the Company or a U.S. Subsidiary: (i) are in good operating condition and repair, reasonable wear and tear excepted, (ii) are adequately serviced by all required utilities and are adequate for the uses to which they are being put; and (iii) to Sellers’ Knowledge are free of material defects; and (iv) are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted before the Closing. The Company and each U.S. Subsidiary has maintained their buildings, structures and equipment in accordance with their established maintenance schedules in all material respects.

(c) Schedule 2.9(c) sets forth: (i) all Intellectual Property Assets owned by the Company or a U.S. Subsidiary (“Company Intellectual Property Assets”); (ii) all Intellectual Property Assets used but not owned by the Company or a U.S. Subsidiary (“Other Intellectual Property Assets”); and (iii) a list of all Contracts relating to Intellectual Property Assets to which the Company or a U.S. Subsidiary is a party or by which the Company or a U.S. Subsidiary is bound or affected (copies of which have been provided to Buyer), including: (1) all of the Company’s or any U.S. Subsidiaries’ Contracts for the license of Intellectual Property Assets; and (2) all royalty fee arrangements to which the Company or any U.S. Subsidiary is bound. Schedule 2.9(c) also lists (i) all disputes involving the Company or any U.S. Subsidiary relating to any Contracts relating to any Intellectual Property Assets or royalty fee arrangements in the last three years; and (ii) all improvements made or claimed to be made by the Company or any U.S. Subsidiary to any Other Intellectual Property Asset.

(d) On and following the Closing Date, the Company or a U.S. Subsidiary will own the entire right, title and interest in and to Company Intellectual Property Assets free and clear of

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all Encumbrances other than Permitted Encumbrances. Except as set forth in Schedule 2.9(d), on and following the Closing Date, the Company or a U.S. Subsidiary will have the right to continue to use the Company Intellectual Property Assets and Other Intellectual Property Assets without payment or other liability to any Person. Neither the Company nor any U.S. Subsidiary has infringed or unlawfully used any Intellectual Property Asset of any other Person. To Sellers’ Knowledge there is no infringement of or unlawful use by any other Person of any of the Company Intellectual Property Assets. None of the Company Intellectual Property Assets is subject to any pending, or to Sellers’ Knowledge Threatened, Proceeding, and none of Company Intellectual Property Assets or Other Intellectual Property Assets is subject to any outstanding Order restricting use by the Company or a U.S. Subsidiary (or by Buyer or an Affiliate of Buyer following the Closing) of that Intellectual Property Asset. The Company Intellectual Property Assets and the Other Intellectual Property Assets are all of those necessary for the operation of the Business as now conducted and are sufficient in form and quality so that, following the Closing, Buyer, the Company and each U.S. Subsidiary will be able to continue to operate the Business as now conducted.

Section 2.10. Litigation. Except as set forth in Schedule 2.10, there is no Proceeding (excluding employee grievances and routine workers’ compensation Proceedings in the Ordinary Course of Business) or Order pending with respect to the Company, any U.S. Subsidiary, the Business or any of the properties or assets owned or used by the Company or a U.S. Subsidiary. To Sellers’ Knowledge, no such Proceeding or Order has been Threatened.

Section 2.11. Authorization and Enforceability; No Conflict.

(a) Each Seller has the requisite capacity, power and authority to enter into and perform the Transaction Documents to which such Seller is a party and to carry out the transactions contemplated by the Transaction Documents to which he, she or it is a party (including any Transaction Document executed by Sellers Representative on each Seller’s behalf). Each Transaction Document to which a Seller is a signatory or to which Sellers Representative has signed on each Seller’s behalf is binding upon such Seller and is enforceable against such Seller in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally.

(b) Except as set forth in Schedule 2.11(b), the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby will not (i) contravene any Organizational Documents of the Company or a Subsidiary or result in a breach of any provision of, or constitute a default under, any Applicable Contract, or to Seller’s Actual Knowledge a Mexican Contract which would have a Mexican Company Adverse Effect; (ii) violate any Legal Requirement or Order or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify any Governmental Authorization; (iii) result in the imposition of any Tax on the Company, a Subsidiary or Buyer; (iv) result in the acceleration of any liability of the Company or a Subsidiary, or adversely modify terms of any such liability; (v) result in any Encumbrance being created or imposed upon any property or asset of the Company or a Subsidiary; or (vi) except for filings under the HSR Act, require any authorization, consent, approval, exemption or other authority or notice to any Governmental Body. The representations and warranties set forth in clauses (ii)-(vi) in the preceding sentence

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and those set forth in the succeeding sentence, as they relate to the Mexican Subsidiaries, are provided only on the basis of Sellers’ Actual Knowledge and each shall only be deemed Breached if any Breach or Breaches in the aggregate give rise to a Mexican Company Material Adverse Effect. All consents, approvals or authorizations of, or declarations, filings or registrations with, any Person required (including those required under the terms of any Applicable Contract or to Sellers’ Actual Knowledge any Mexican Contract to avoid a breach or default thereunder) in connection with the execution, delivery or performance of the Transaction Documents by Sellers or the consummation of the transactions contemplated thereby are set forth in Schedule 2.11(b) and, except as set forth in Schedule 2.11(b), have been obtained or made, as applicable, by Sellers.

Section 2.12. Applicable Contracts; Insurance.

(a) All of the following Applicable Contracts of the Company and the U.S. Subsidiaries are listed on Schedule 2.12(a) and copies of which have been provided to Buyer:

(i) Any power of attorney;

(ii) Any joint venture or similar Contracts;

(iii) Any loan agreement, promissory note, letter of credit, or other evidence of indebtedness as a signatory, and any guarantee by the Company or a U.S. Subsidiary of the payment or performance of any Person, Contract to indemnify any Person or act as a surety or other Contract to be contingently or secondarily liable for the obligations of any Person;

(iv) Any broker, sales representative, vendor, distributor or similar Contract;

(v) Any Contract under which the Company or a U.S. Subsidiary has made or received payments in excess of $100,000 in the current fiscal year or anticipates making or receiving payments in excess of $100,000 in the current fiscal year (other than purchase orders that have been fulfilled on or prior to the Closing Date);

(vi) Any Contract prohibiting or restricting the Company or a U.S. Subsidiary from competing in any business or geographical area or from soliciting any customer or purchasing from any supplier, or otherwise restricting it from carrying on its business anywhere in the world, or any Contract requiring the Company or a U.S. Subsidiary to assign any interest in any trade secret, proprietary information or Intellectual Property Asset;

(vii) Any Contract that is so burdensome as to cause a Company Material Adverse Effect; and

(viii) Any other Contracts with value in excess of $200,000 not included elsewhere in the Disclosure Schedule (other than purchase orders that have been fulfilled on or prior to the Closing Date).

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(b) Each Applicable Contract (including each Contract required to be provided elsewhere in this Article 2) is in full force and effect and is valid and enforceable in accordance with its terms. The Company and each U.S. Subsidiary, and to Sellers’ Knowledge, each other Person that is a party to an Applicable Contract, has complied and is complying with the terms of each Applicable Contract sufficiently to avoid any breach or default thereunder, and no event has occurred or circumstance exists that (with or without notice or lapse of time) would contravene, conflict with or result in a violation or breach of, or give the Company or a U.S. Subsidiary, or to Sellers’ Knowledge any other Person, the right to declare a default under, any Applicable Contract.

(c) Schedule 2.12(c) sets forth a list of all of the policies of Insurance for the Company and the U.S. Subsidiaries or covering any of their respective properties, assets, directors, employees, products or operations, and for each policy indicates: (i) the name of the insurer; (ii) the amount of coverage; (iii) the type of Insurance; (iv) the policy number; (v) the expiration date; and (vi) all pending claims under the policy (other than routine employee claims for benefits under the Company’s health and welfare plans in the Ordinary Course of Business). Copies of each such policy have been provided to Buyer. Each such policy of Insurance is outstanding and will be in full force and effect and will remain in full force through the Closing Date. All premiums with respect to such policies are currently paid, and all duties of the insureds under such policies have been fully discharged. Neither the Company nor a U.S. Subsidiary has been refused Insurance by any carrier to which it has applied for Insurance within the past five years. In the past five years, all products liability and general liability Insurance policies maintained by or for the benefit of the Company have been “occurrence” policies and not “claims made” policies.

Section 2.13. Permits and Licenses; Compliance with Legal Requirements.

(a) All Governmental Authorizations necessary for the Company and the U.S. Subsidiaries to carry on the Business as now conducted are set forth in Schedule 2.13(a), have been timely obtained, are in full force and effect and have been complied with. Other than in respect of any filings required by the HSR Act, no Governmental Authorization is required, nor will any Governmental Authorization be voided, nullified or impacted by or in connection with the transactions contemplated by this Agreement. All fees and charges incident to the Company’s or a U.S. Subsidiary’s Governmental Authorizations have been fully paid and are current, and no suspension or cancellation of any Governmental Authorization has been Threatened. The Company and each U.S. Subsidiary has filed all reports and returns required to be filed with any Governmental Body, and all such reports and returns were complete and correct in all material respects when filed.

(b) None of the Company, any U.S. Subsidiary or any of the properties and assets owned or used by the Company or any U.S. Subsidiary is subject to, nor to Sellers’ Knowledge has the Company or a U.S. Subsidiary been Threatened with, any Adverse Consequence as the result of a failure to comply with any Legal Requirement. The Company and each U.S. Subsidiary is now, and during all applicable statutory of limitation periods has been, in compliance with all applicable Legal Requirements.

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Section 2.14. Environmental Matters.

(a) Except as set forth in Schedule 2.14(a): (i) the Company and each U.S. Subsidiary is and during all applicable statute of limitation periods has been in compliance with all applicable Environmental Laws; (ii) the Company and each U.S. Subsidiary possesses all Governmental Authorizations required under applicable Environmental Laws and has complied, and is complying with the terms and conditions thereof; and (iii) the Company and each U.S. Subsidiary is in compliance with all notification, reporting and registration provisions under applicable Environmental Laws.

(b) Neither the Company nor any U.S. Subsidiary has received any written communication, whether from a Governmental Body, citizens group, employee or otherwise, alleging that the Company or a U.S. Subsidiary is not in full compliance with any Environmental Laws. All Governmental Authorizations and compliance schedules currently held by the Company or a U.S. Subsidiary pursuant to any Environmental Laws are identified in Schedule 2.14(b), and copies thereof have been provided to Buyer.

(c) Except as set forth on Schedule 2.14(c), there is no Environmental Liability existing or, to Sellers’ Knowledge, Threatened against the Company or any U.S. Subsidiary or against any Person whose liability for any Environmental Liability the Company or a U.S. Subsidiary has or may have retained or assumed, either contractually or by operation of applicable Legal Requirements. Except as set forth on Schedule 2.14(c), there is no past or present action, activity, circumstance, condition, event or incident, including the release, emission, discharge, presence, treatment or disposal of any Hazardous Substance or Material, that would form the basis for any Environmental Liability of the Company, a U.S. Subsidiary or of any Person whose responsibility for any such Environmental Liability the Company or a U.S. Subsidiary has or may have retained or assumed, either contractually or by operation of applicable Legal Requirements.

(d) Except as set forth on Schedule 2.14(d): (i) none of the Real Property is listed on, or to Sellers’ Knowledge is being considered for listing on, any list of contaminated sites maintained under any Environmental Law or is subject to, or to Sellers’ Knowledge is being considered for enforcement action under, any Environmental Law; (ii) none of the Real Property has been designated as an area under the control of any conservation authority; (iii) the Real Property is free of the presence of any waste or any Hazardous Substance or Material in, on or under the Environment in a quantity or concentration that could result in any Environmental Liability; (iv) no underground storage tanks, receptacles or other similar containers or depositories are, or ever have been, present on the Real Property; (v) none of the buildings, building components, structures or improvements owned, leased or used by the Company or a U.S. Subsidiary is constructed in whole or in part of any material (including asbestos, except to the extent properly encapsulated in accordance with Environmental Laws) that releases or may release any substance, whether gaseous, liquid or solid, that may give rise to any Environmental Liability; (vi) neither the Business nor its properties or assets constitutes or has constituted a nuisance and no claim of nuisance has been made with respect to the Business or its properties or assets by any adjoining landowner or other Person, and neither the Company nor a U.S. Subsidiary has made any complaints to, or received complaints from, any Person regarding a nuisance caused or created by any adjoining landowner or other Person; (vii) to Sellers’

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Knowledge there have been no investigations conducted or other Proceedings taken or by any Governmental Body or any other Person pursuant to any Environmental Law with respect to the Real Property, the Business, the Company or any U.S. Subsidiary; (viii) no polychlorinated biphenyls (PCBs) were ever used, stored or disposed of at any of the Real Property; (ix) there is no consent decree, consent order or other Contract to which the Company or a U.S. Subsidiary is a party or by which it is bound or affected in relation to any environmental matter and no Contract is necessary for the continued compliance with all Environmental Laws by the Company or any U.S. Subsidiaries; (x) no Hazardous Substance or Material is or was used, generated, emitted, transported, stored, treated or disposed of by it in violation of any Environmental Law or in a manner that could result in any Environmental Liability; (xi) neither the Company nor any U.S. Subsidiary has treated, stored, disposed or arranged for disposal of any Hazardous Substance or Material at any location except in full compliance with Environmental Laws and (xii) neither the Company nor a U.S. Subsidiary has disposed of or released, or permitted the disposal or release of, and Sellers have no Knowledge of the disposal or release of, any Hazardous Substance or Material on any of the Real Property except in full compliance with Environmental Laws.

(e) The Company has provided to Buyer each site assessment, report, study, test result and datum on the Environment and the Real Property in the possession or control of Sellers, the Company or any U.S. Subsidiary. Sellers have also provided to Buyer all documents in the possession or control of Sellers, the Company or any U.S. Subsidiary evidencing any land use restriction or institutional control, easement, covenant, deed restriction or deed notice relating to the Environment with respect to the Real Property, the Business, the Company or any U.S. Subsidiary.

Section 2.15. No Broker’s Fees. None of the Company, a Subsidiary or any Seller or anyone acting on any of their behalf has incurred or will incur any liability or obligation to pay fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement or other Transaction Documents for which the Company, a Subsidiary or Buyer could become liable.

Section 2.16. Accuracy of Information. Sellers have delivered to Buyer a true, complete and correct copy of each document required to have been provided to Buyer under this Agreement (including each document indicated as provided in this Article 2), and, as applicable, each Schedule to Article 2 includes a true, complete and correct copy of each document required to be attached to such Schedule by the terms of this Agreement.

Section 2.17. Mexican Subsidiary Representations.

(a) Copies of the audited consolidated financial statements of the Mexican Subsidiaries (other than WLP Properties S. de R.L. de C.V.) for 2004 and 2005 are attached to Schedule 2.17(a) (the “Mexican Financial Statements”). Also attached to Schedule 2.17(a) are copies of the unaudited interim balance sheet and interim statement of income of WLP Properties S. de R.L. de C.V. and the unaudited consolidated interim balance sheet and interim statement of income and cash flows of the Mexican Subsidiaries (other than WLP Properties S. de R.L. de C.V.), in each case at and for the month ended August 31, 2006 (collectively, the “Mexican Interim Financial Statements”). To the Actual Knowledge of Sellers, the Mexican Financial

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Statements are accurate and complete in all material respects and present fairly the financial condition of the Mexican Subsidiaries, at the dates indicated and their results of operations for the periods then ended and the Mexican Interim Financial Statements were prepared on a basis consistent with the Mexican Financial Statements (subject, in the case of the Mexican Interim Financial Statements, to normal year end adjustments and the absence of footnotes thereto which, if presented would not differ materially from those included in the Mexican Financial Statements).

(b) To Sellers’ Actual Knowledge, all Taxes with respect to the Mexican Subsidiaries have been paid when due.

(c) The Mexican Subsidiaries own or lease the assets necessary to operate their respective businesses. To the Actual Knowledge of Sellers, all of the properties and assets owned by the Mexican Subsidiaries are free and clear of all Encumbrances other than Permitted Encumbrances.

(d) Except as set forth on Schedule 2.17(d), (i) no Mexican Subsidiary has received any written notice with respect to the re-sourcing of any customer Contract or business, (ii) to Sellers’ Actual Knowledge no customer or supplier has expressly informed a Mexican Subsidiary that it has any present plan to discontinue any Contract or terminate its business relationship with a Mexican Subsidiary, and (iii) while customer programs are subject to market testing from time to time, no Mexican Subsidiary has received written notice that any customer program is being market tested.

(e) To Sellers’ Actual Knowledge the buildings, structures and equipment owned, leased or used by the Mexican Subsidiaries: (i) are operating; (ii) are free of material defects that would cause a Company Material Adverse Effect; and (iii) are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted before the Closing.

(f) Schedule 2.17(f) sets forth all of the written Contracts of the Mexican Subsidiaries of the description set forth in Section 2.12(a)(i) - (viii) (substituting “Mexican Subsidiaries” in lieu of reference to the “Company” or “U.S. Subsidiaries”) (the “Mexican Contracts”). To Sellers’ Actual Knowledge, (i) there are no oral Contracts of the description set forth in Section 2.12(a)(i) - (viii), (ii) each Mexican Contract is in full force and effect and (iii) no party is in material breach of any such Mexican Contract and no Mexican Subsidiary has received written notice of any claim of breach of any such Mexican Contract.

(g) To Seller’s Actual Knowledge no Mexican Subsidiary is in violation of any Legal Requirement which would cause a Mexican Company Material Adverse Effect.

(h) Sellers have not received any written notice of any environmental contamination or liability at the properties owned by the Mexican Subsidiaries, nor to Sellers’ Actual Knowledge does any contamination or liability exist which would cause a Mexican Company Material Adverse Effect.

(i) Except as set forth on Schedule 2.17(i), the there is no pending litigation relating to the Mexican Subsidiaries, nor do Sellers’ have Actual Knowledge that any party has threatened litigation against any Mexican Subsidiary which would cause a Mexican Company Material Adverse Effect.

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ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF BUYER AND NOBLE

Buyer and Noble jointly and severally represent and warrant to Sellers as follows:

Section 3.1. Organization and Good Standing. Buyer is a limited liability company duly organized, validly existing and in good standing under the applicable Legal Requirements of the jurisdiction of its organization, with the requisite limited liability company power and authority to conduct its business as it is now being conducted and to own and use its properties and assets. Noble is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its organization, with the requisite corporate power and authority to conduct its business as it is now being conducted and to own and use its properties and assets.

Section 3.2. Authorization and Enforceability; No Conflict.

(a) Buyer has the requisite limited liability company power and authority, and Noble has the requisite corporate power and authority, to enter into and perform the Transaction Documents to which each is a party and to carry out the transactions contemplated by such Transaction Documents. Each Transaction Document to which Buyer or Noble is a party is binding upon Buyer or Noble, as the case may be, and is enforceable against Buyer or Noble, as the case may be, in accordance with its respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally. The execution, performance and delivery by Buyer and Noble of each Transaction Document to which Buyer or Noble is a party has been duly authorized, approved and adopted by Buyer or Noble, as the case may be.

(b) The execution, delivery and performance by Buyer and Noble of the Transaction Documents to which each is a party and the consummation by Buyer and Noble of the transactions contemplated thereby will not (i) contravene any Organizational Documents of Buyer or Noble or result in a breach of any provision of, or constitute a default under, any Contract to which Buyer or Noble is a party or by which their respective assets are bound or (ii) violate any Legal Requirement or Order.

Section 3.3. Investment Intent. Buyer is acquiring the Shares for investment and not with a view to any resale or distribution thereof.

Section 3.4. No Broker’s Fees. None of Buyer, Noble nor anyone acting on Buyer’s or Noble’s behalf has incurred or will incur any liability or obligation to pay fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement or other Transaction Documents for which Sellers could become liable.

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Section 3.5. Purpose of Transaction. No transfer of property is being made and no obligation is being incurred in connection with the intent to hinder, defraud or delay either present or future creditors of Buyer or Noble.

ARTICLE 4

COVENANTS AND AGREEMENTS

The Parties (as applicable) covenant and agree as follows:

Section 4.1. Further Assurances. After the Closing, each Party will take all such further actions, execute and deliver all such further documents and do all other acts and things as another Party may reasonably request for the purpose of carrying out and documenting the intent of this Agreement and the other Transaction Documents. If a consent or estoppel certificate required to be obtained prior to Closing under this Agreement has not been obtained at or prior to the Closing and Buyer nevertheless proceeds with Closing, Sellers will, after the Closing, reasonably assist Buyer, at Buyer’s request, in every reasonable effort to obtain such consent or estoppel certificate.

Section 4.2. Restrictive Covenants. In consideration of the consummation of the transactions contemplated by this Agreement and other valuable consideration:

(a) Each Seller covenants and agrees that for a period of five years from the Closing Date, such Seller will not, and will cause such Seller’s Affiliates, including their respective general partners and management companies, not to directly or indirectly (i) compete or plan to compete with the Company or any Subsidiary in the Business or in the production of laser-welded blanks or laser-welded tubular products or products utilizing the roll forming and/or stretch bending process (together with the Business, each a “Competitive Business,” and collectively, the “Competitive Businesses”), (ii) participate in the ownership, management, financing or control of, or act as an employee, advisor, consultant or agent to, or furnish services or advice to, whether or not for consideration, any Person that competes or plans to compete in a Competitive Business, or (iii) take or encourage any action the purpose or effect of which is to evade the intent of this Section 4.2, provided, however, that the foregoing will not prevent a Seller from making a passive investment in any publicly traded security so long as such investment does not collectively confer upon such Seller, any Related Person of a Seller or their respective Affiliates control of 3% or more of the outstanding securities of any Person. The geographic scope of the foregoing covenant is worldwide. Notwithstanding the foregoing, the foregoing covenant as it relates to the utilization of the roll forming and/or stretch bending process other than in the automotive or furniture industry will terminate on the third anniversary of the Closing Date.

(b) Each Seller covenants and agrees that for a period of five years from the Closing Date, such Seller will not, and will cause such Seller’s Affiliates not to, directly or indirectly, induce or seek to induce, or assist any other Person to induce or seek to induce, any employee, agent, independent contractor, customer or supplier of the Company, a Subsidiary or any of their respective Affiliates to leave the employment of or to cease or adversely change its business dealings with the Company, any Subsidiary or Affiliate.

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(c) Each Seller covenants and agrees that from the date of this Agreement and forever afterward until such information enters the public domain through no fault of any Seller, such Seller will not, and will cause such Sellers’ Affiliates not to, directly or indirectly, use or disclose to any Person any proprietary, secret or confidential information of or relating to the Business, the Company or any Subsidiary, including business and trade secrets, except if required to do so by legal process (provided that he, she or it makes a reasonable effort to notify Buyer before complying with the legal process to enable Buyer to seek an appropriate protective order), and except to the extent that the information enters the public domain through no fault of any Seller or any of their respective Affiliates.

(d) If any court of competent jurisdiction finds that the time period of any of the foregoing covenants is too lengthy or the geographic coverage or scope of any of the covenants too broad, the restrictive time period will be deemed to be the longest period permissible under applicable Legal Requirements and the geographic coverage and scope will be deemed to comprise the largest coverage and scope permissible under applicable Legal Requirements. It is the Parties’ intent, and a critical inducement to Buyer entering into this Agreement and consummating the transactions contemplated hereby, to protect and preserve the Business and goodwill of the Company and the Subsidiaries to be acquired by Buyer, and thus the Parties agree that the time period and the geographic coverage and scope of the covenants set forth in this Section 4.2 are reasonable and necessary. If any Seller or any Affiliate of a Seller Breaches or Threatens to Breach any of the foregoing covenants, Buyer will be entitled to seek and receive injunctive relief in any court of competent jurisdiction, without the requirement of posting any bond, in addition to any other remedies that may be available under applicable Legal Requirements.

Section 4.3. Public Announcements. All public announcements concerning this Agreement and the transactions contemplated by this Agreement by Buyer, any Seller, the Company, any Subsidiary or any of their respective Affiliates and Representatives will be subject to the approval of Buyer and Sellers Representative, such approval not to be unreasonably withheld by Sellers Representative following the Closing, except that approval of Sellers Representative will not be required with respect to any statements and other information that Buyer submits to the Securities and Exchange Commission or any stock exchange or that Buyer or any of its Affiliates is required to make pursuant to any Legal Requirement or requirement of the Securities and Exchange Commission or any stock exchange.

Section 4.4. Sellers Representative.

(a) Sellers hereby irrevocably make, constitute and appoint Robert T. Howard (the initial “Sellers Representative”) as their true and lawful attorney-in-fact with full power of substitution to do any and all things and execute any and all documents which may be necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, including: (i) receipt of payments hereunder and the disbursement thereof to Sellers and others; (ii) receipt and forwarding of notices and communications pursuant to this Agreement and the other Transaction Documents; (iii) administration of this Agreement and the other Transaction Documents, including the resolution of any dispute or claim; (iv) making any determinations to settle any dispute as to the calculation of the Purchase Price; (v) resolution, settlement or compromise of any claim for indemnification

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asserted against a Seller pursuant to Article 5; (v) agreeing to waivers of conditions and obligations under this Agreement and the other Transaction Documents; (vi) asserting, on behalf of Sellers, claims for indemnification under Article 5 and resolving, settling or compromising all such claims, and (vii) executing, and performing the obligations under, the Escrow Agreement.

(b) In the event that Sellers Representative, with the advice of counsel, is of the opinion that he or she requires further authorization or advice from Sellers on any matters concerning this Agreement, Sellers Representative is entitled to seek such further authorization from Sellers prior to acting on their behalf. In such event and on any other matter requiring or permitting Sellers to vote in this Section 4.4, each Seller will have a number of votes equal to the Shares owned by that Seller immediately prior to Closing and the authorization of a majority of such Shares will be binding on all Sellers and will constitute authorization by Sellers.

(c) Buyer will be fully protected in dealing with Sellers Representative with respect to this Agreement, the other Transaction Documents and the transactions contemplated by this Agreement and may rely upon the authority of Sellers Representative to act as the agent of Sellers for all purposes under this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. Any payment by Buyer to Sellers Representative under this Agreement or any other Transaction Document will be considered a payment by Buyer to Sellers. The appointment of Sellers Representative is coupled with an interest and will be irrevocable by any Seller in any manner or for any reason. This power of attorney will not be affected by the disability or incapacity of the principal pursuant to any applicable Legal Requirement.

(d) If at any time there is more than one Sellers Representative, any act of Sellers Representative will require the act of a majority of Sellers Representatives. Any Sellers Representative may resign from his or her capacity as a Sellers Representative at any time by written notice delivered to the other Sellers and to Buyer. If there is a vacancy at any time in the position of Sellers Representative for any reason, the remaining Sellers Representative may act with full power and authority until such time as the remaining Sellers Representative will select a successor to fill such vacancy. If at any time there is no person acting as a Sellers Representative for any reason, Sellers will promptly designate a new Sellers Representative and promptly notify Buyer in writing of such determination. Following the time that Buyer is notified that there is no Sellers Representative and until such time as a new Sellers Representative is designated as provided herein and Buyer is so notified in writing, Sellers will collectively act as Sellers Representative, with decisions made in the manner specified in Section 4.4(b).

(e) Robert T. Howard, as the initial sole Sellers Representative, acknowledges that he has carefully read and understands this Agreement, hereby accepts such appointment and designation, and represents that he will act in his capacity as a Sellers Representative in strict compliance with and conformance to the provisions of this Agreement and the other Transaction Documents.

(f) Sellers Representative will not be liable to Sellers for any error of judgment, or any act done or step taken or omitted by him in good faith or for any mistake in fact or Legal Requirement, or for anything that he or she may do or refrain from doing in connection with this Agreement or the other Transaction Documents, except for his or her own bad faith or willful

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misconduct. Sellers Representative may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or the other Transaction Documents or his or her duties hereunder or thereunder, and except as otherwise set forth in this Agreement or the other Transaction Documents, as a Seller, he or she will incur no liability to Sellers or Sellers Representative and will be fully protected with respect to any action taken, omitted or suffered by him or her in good faith in accordance with the opinion of such counsel.

(g) Any expenses incurred by Sellers Representative in connection with the performance of his or her duties under this Agreement (including any fees and expenses of legal counsel retained by Sellers Representative) will not be the personal obligations of Sellers Representative but will be payable and will be promptly paid or reimbursed by Sellers.

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Section 4.5. Discharge of Related Party Fees. Promptly following the Closing, Buyer will cause the Company and the Subsidiaries, as applicable, to pay an aggregate management fee of $750,000 to TMW Enterprises Inc., which Sellers acknowledge represents all unpaid management or other fees payable by the Company or any Subsidiary through August 31, 2006. Neither the Company nor any Subsidiary will accrue or be responsible for any other management or other fees to TMW Enterprises Inc. or any other Affiliate of a Seller relating to any period after August 31, 2006. Notwithstanding the foregoing, the Company’s and the Subsidiaries’ other accounts receivable and accounts payable to any Affiliate of a Seller (not including accounts solely among the Company and/or the Subsidiaries), as and to the extent set forth on Exhibit 4.5, will be paid in the Ordinary Course of Business.

Section 4.6. Title Insurance. At Closing, Sellers at their expense will provide to Buyer title insurance commitments, issued by a title company to be mutually agreed by the Parties, agreeing to issue to Buyer standard ALTA Form 1992 title insurance policies with respect to all Owned Real Property (other than the real property located at CR 388 in Bloomingdale, Michigan, which is no longer owned by the Company or a Subsidiary) together with a copy of each document to which reference is made in such commitments. Such policies shall be in amounts reasonably acceptable to Buyer.

Section 4.7. Parent Guarantee. Noble agrees to take all action necessary to cause Buyer and its Affiliates to perform all of their respective agreements, covenants and obligations under this Agreement and the Transaction Documents. Noble unconditionally guarantees to Sellers the full and complete performance by Buyer and its Affiliates of their respective obligations under this Agreement and the Transaction Documents, including the payment of the Deferred Payment Amount at the times and in the manner set forth on Exhibit 1.2(c), assuming the satisfaction of the conditions to payment set forth therein, and shall be jointly and severally liable for any breach of any representation, warranty, covenant or obligation of Buyer and its Affiliates under this Agreement and the Transaction Documents. Noble hereby waives diligence, presentment, demand of performance, filing of any claim, any right to require any proceeding first against Buyer or its Affiliates, protest, notice and all demands whatsoever in connection with the performance of its obligations set forth in this Section 4.7, including payment of the Deferred Payment Amount.

Section 4.8. Right of First Refusal. Sellers hereby waive any right of first refusal available to Sellers arising from the Company’s Bylaws or otherwise, including any right to purchase all or part of the Shares or to receive notice of the transactions contemplated by this Agreement.

Section 4.9. Transition of Bloomingdale Warehouse. For a period of up to 6 months from the date of this Agreement, without payment of any additional consideration, (i) certain assets of the Business will remain at the property owned by Bloomingdale Holdings LLC (or any successor thereto) and located at CR 388 in Bloomingdale, Michigan (as more fully described in Item 3 of Schedule 2.8(a)) on a transition basis and (ii) Sellers will require Bloomingdale Holdings LLC (or any successor thereto) to provide Buyer with 24-hour access to the Bloomingdale facility to access and remove any such assets and will ensure that the building has necessary lighting, heating, water and other utilities consistent with past practices of the Company. Subject to the limitations set forth in Section 5.7(a), and without limiting any rights

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of Buyer or its Representatives or Affiliates under this Agreement, Buyer will indemnify and hold harmless Bloomingdale Holdings LLC in respect of Buyer’s negligence or intentional misconduct at the Bloomingdale facility.

Section 4.10. Termination of Certain Agreements. Sellers hereby agree that, effective as of the Closing, all of the Shareholders’ Agreements, Voting Agreements and Management Equity Agreements set forth on Schedule 2.1(c) shall automatically terminate.

Section 4.11. Stock Purchase. Notwithstanding anything in this Agreement, any related agreement, or otherwise to the contrary, Sellers and Buyers will (and will cause the Company to) treat the transaction covered by this Agreement for all purposes, including for Tax and Tax Return reporting purposes as follows: (a) the transaction will be treated as a sale of the Shares of the Company by Sellers to Buyer; (b) the entire Purchase Price will be treated as payment for the Shares and the other undertakings of Sellers set forth in this Agreement; and (c) Buyers will not treat the transaction, or otherwise elect under Section 338 of the Code (or similar provisions) to treat the transaction, as an asset sale without the express written consent of Sellers. Buyers are free, in their sole discretion, to make elections under Section 338(g) of the Code with respect to the Mexican Subsidiaries (excluding WLP Properties, S. de R.L. de C.V.); provided, however, that and notwithstanding anything in this Agreement or otherwise to the contrary Sellers will have no responsibility for any Taxes caused by or with respect to such elections and such elections will be prohibited if the Tax treatment of the transaction covered by this Agreement described in the immediately prior sentence is negatively effected in any manner. Buyers will, and Buyers will cause the Company to, file all Tax Returns (including amended Tax Returns and claims for refund) and tax information reports in a manner consistent with the foregoing.

Section 4.12. Tax Returns and Related Matters.

(a) Buyers and the Company will prepare and close the Books and Records of the Company for periods ending on or prior to the Closing Date for purposes of Section 4.12(b) on a basis consistent with GAAP and in a manner consistent with prior practice. Buyers will make available to Sellers such Books and Records (or copies thereof) no later than ninety (90) days prior to the due date (including all extensions) of the relevant Tax Returns for such periods for which such Books and Records have been prepared. Buyers will permit Sellers to review and comment on such Books and Records and Buyers will, and will cause the Company to, revise such Books and Records as are reasonably requested by Sellers for purposes of Section 4.12(b) so long as such revisions are in accordance with GAAP and there are no Adverse Consequences to Buyer, the Company or any Subsidiary resulting therefrom.

(b) Sellers will prepare or cause to be prepared, and Buyer will cause the Company to cooperate with respect to such preparation of, all Tax Returns for the Company for all periods ending on or prior to the Closing Date, which Tax Returns will be prepared and filed timely (including all extensions) in accordance with Permissible Methods, on a basis consistent with existing procedures for preparing such Tax Returns and in a manner consistent with prior practice with respect to the treatment of specific items on such Tax Returns; provided, however, that if the treatment of an item on any such Tax Return has not been provided by prior practice, the Parties will cause the Company to report such items in a manner that would result in the least amount of Tax liability to the Company before and after the Closing and to Sellers before the

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Closing, unless such treatment does not have sufficient legal support to avoid the imposition of penalties. Sellers will deliver any such Tax Returns due (and not yet filed) after the Closing Date to the Company no later than 15 days prior to the date each such Tax Return is due (including all extensions). Buyer will have the right to cause the Company to revise any item on such Tax Returns but only to the extent that (i) Sellers’ treatment of such item is not consistent with the prior practice of the Company and such inconsistent treatment has an adverse effect on Buyers, the Company or any Subsidiary or (ii) Sellers’ treatment does not have sufficient legal support to avoid the imposition of penalties. Buyer will cause the Company to execute and file such Tax Returns on a timely basis (including all extensions). Except as provided in Section 5.9, in the event that Sellers are liable under this Agreement or otherwise for Taxes due in connection with any Tax Return described in this Section 4.12(b), Sellers will pay the amount of such Tax liability to Buyer immediately upon written request or at least five days prior to the filing such Tax Return, whichever is later, to the extent such Taxes are not reflected in the reserve for Tax liabilities shown on the Balance Sheet. With respect to matters covered by Section 4.12, Buyers reserve the right to make an application to change the method of accounting for the Company and the Subsidiaries if it has been determined that their prior practice included a method of accounting which is not a Permissible Method.

(c) Buyer will prepare or cause the Company to prepare and file or cause the Company to file any Tax Returns of the Company for all taxable periods which begin before the Closing Date and end after the Closing Date, which Tax Returns, to the extent they relate to taxable periods beginning prior to, but including the Closing Date, and for the purpose of determining Sellers’ liability for Taxes, will be prepared and filed timely and on a basis consistent with Permissible Methods, on a basis consistent with existing procedures for preparing such Tax Returns and in a manner consistent with prior practice with respect to the treatment of specific items on the Tax Returns; provided, however, that if the treatment of an item on any such Tax Return has not been provided by prior practice, the Parties will cause the Company to report such items in a manner that would result in the least amount of Tax liability to the Company and to Buyers after the Closing, unless such treatment does not have sufficient legal support to avoid the imposition of penalties. Buyers will deliver any such Tax Returns to Sellers no later than fifteen (15) days prior to the date each such Tax Return is due (including all extensions). Sellers will have the right to cause the Company to revise any item on such Tax Returns but only to the extent that (i) Buyer’s treatment of such item is not consistent with the prior practice of the Company and such inconsistent treatment has an adverse effect on Sellers or (ii) Buyer’s treatment does not have sufficient legal support to avoid the imposition of penalties. Except as provided in Section 5.9, in the event that Sellers are liable for Taxes under this Agreement or otherwise due in connection with any Tax Return described in this Section 4.12(c), Sellers will pay the amount of such liability to Buyer immediately upon written request or at least five days prior to the filing of such Tax Returns, whichever is later, to the extent such Taxes are not reflected in the reserve for Tax liabilities shown on the Balance Sheet. With respect to matters covered by Section 4.12, Buyer and its Affiliates reserve the right to make an application to change the method of accounting for the Company and the Subsidiaries if it has been determined that their prior practice included a method of accounting which is not a Permissible Method.

(d) For purposes of this Section 4.12, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the

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Closing Date or on the date immediately preceding the Closing Date, as applicable, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date or on the date immediately preceding the Closing Date, as applicable, will (i) in the case of any Taxes other than Taxes to which Section 4.12(d)(ii) applies, be deemed to be in the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the date immediately preceding the Closing Date, as applicable, and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts and any sales and use Taxes, payroll Taxes, property Taxes and Michigan Single Business Taxes, be deemed equal to the amount which would be payable if the relevant taxable period ended on the date immediately preceding the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date or the date immediately preceding the Closing Date, as applicable, will be taken into account as though the relevant taxable period ended on the Closing Date or on the date immediately preceding the Closing Date, as applicable. All determinations necessary to give effect to the foregoing allocations under Section 4.12(d)(i) will be made in a manner consistent with GAAP, and all determinations necessary to give effect to the foregoing allocations under Section 4.12(d)(ii) will be made in a manner consistent with Permissible Methods and the prior practice of the Company.

(e) The Parties will, and Buyers will cause the Company to, cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the preparation of any Tax Return or request for a refund or in connection with any audit, litigation or other Tax Proceeding involving any Taxes relating to the Company. Such cooperation will include (but not be limited to) the retention and timely provision of access to Books and Records and other relevant Tax information (for the full period of any applicable statute of limitation including any extensions) which are reasonably relevant to any Tax Proceeding, timely making then current and former employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and complying with this Section 4.12(e). Buyers or the Company, as applicable, will give Sellers reasonable written notice prior to transferring, destroying, or discarding any such Books and Records and other relevant Tax information and, if Sellers request, the Company or Buyers, as applicable, will allow Sellers to copy such Books and Records and other relevant Tax information. This cooperation provision will also apply to (i) the appraisals/valuations which are currently being prepared by the Company for Pullman AG, Zug and/or the Mexican Subsidiaries (excluding WLP Properties, S. de R.L. de C.V.), (ii) the matters set forth in Sections 4.14 and 4.15, (iii) the research and development Tax credit study for the Company and the U.S. Subsidiaries which is currently being prepared by the Company with the assistance of Plante and Moran PLLC and (iv) Tax Refund Amount matters (including claims for, and the receipt and payment of, Tax Refund Amounts to Sellers). Buyers and Sellers will equally share the costs of (x) the appraisals/valuations which are currently being prepared for Pullman AG, Zug and the Mexican Subsidiaries (excluding WLP Properties, S. de R.L. de C.V.), and (y) the research and development Tax credit study which is currently being prepared by Plante & Moran, PLLC; provided, however, that Buyers and Sellers will share in such costs to the extent of $40,000 (i.e., $20,000 each) in the aggregate, and thereafter Sellers will be solely responsible and will pay such costs.

Section 4.13. Closing Books for Tax Purposes. The Company, Buyer, Sellers and any other Persons who are or were shareholders of the Company during the Company’s taxable year

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in which the sale of the Shares under this Agreement occurs, will treat such taxable year of the Company as two separate taxable years under Section 1362(e)(3) of the Code, the first of which begins on January 1, 2006 and ends on the date immediately preceding the Closing Date (the “S Termination Year”) and the second of which begins on the Closing Date (the “C Short Year”). Each Seller, any other Person who was a shareholder of the Company during the S Termination Year, Buyer and any other Person who is a shareholder on the first day of the C Short Year (i.e. the Closing Date) will execute and file any and all consents and other documents required by Section 1362(e)(3) of the Code and other applicable Legal Requirements to effect the purposes of this Section 4.13. Buyer will cause the Company and any other Person who is a shareholder of the Company on the Closing Date to execute and file any and all consents and other documents required by Section 1362(e)(3) of the Code and other applicable Tax law to effect the purposes of this Section 4.13. A preliminary example of the document required to be filed with the IRS to effectuate the purposes of this Section 4.13 is attached as Exhibit 4.13.

Section 4.14. Interest Charge DISC Subsidiary. Subject to the cooperation provisions of Section 4.12(e), the Parties will, and will cause the Company to, perfect the proposed actions set forth on Exhibit 4.14 with respect to Pullman Industries IC-DISC, Inc. Buyers will, and will cause the Company to, make such adjustments and/or payments of the commission and dividend amounts between the Company and Pullman Industries IC-DISC, Inc. as are reasonably requested by Sellers to permit such Subsidiary to comply with the requirements under Section 991 et. seq. of the Code for the taxable periods ending on the Closing Date, the date immediately preceding the Closing Date or December 31, 2006, as applicable.

Section 4.15. Mexican and Swiss Taxes. All Mexican and Swiss Taxes and filing, recording or registration fees attributable to the transfer of the stock of Pullman de Mexico, S.A. de C.V. from Pullman AG, Zug to the Company or Buyers on or before December 31, 2006 (unless Sellers are not able or do not complete the steps necessary to effect such transfer by such date, in which case the date will be extended until such steps are accomplished and the transfer is completed) will be paid by Sellers regardless of who is responsible under applicable Legal Requirements. In the event that Buyers pay any such Taxes or fees, upon presentation of evidence of such payment to Sellers, Buyers will be entitled to prompt reimbursement from Sellers in the amount of such payment. Notwithstanding anything else to the contrary in this Agreement, any Transaction Document or otherwise, Sellers will (a) have full responsibility for and discretion in handling such stock transfer, and (b) the cooperation provisions of Section 4.12(e) will apply to such stock transfer; provided, however, that Buyers will have reasonable oversight responsibility and consultation with respect to such stock transfer and any documents which are submitted to the Tax authorities of Mexico and Switzerland with respect to these matters.

Section 4.16. IP Tax Matters. The Company, Pullman Industries of Indiana, Inc. and Sellers will characterize any gain attributable to sale of the Purchased Assets (as defined in the IP Purchase Agreement) to Noble Advanced Technologies, Inc. under the IP Purchase Agreement as a sale of capital assets and report such capital gains on its applicable Tax Returns. Buyer will indemnify and hold harmless Sellers and Sellers’ Representatives and Affiliates on a grossed-up basis for Tax purposes with respect to: (i) the difference between the ordinary income Tax and the long term capital gain Tax on the gain from the sale of the Purchased Assets to Noble Advanced Technologies, Inc. being re-characterized as ordinary income by the IRS (provided

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that such difference will not exceed $100,000) and (ii) any built-in gain Tax under Section 1374 of the Code and any similar state or local Tax law or rule on the gain from the sale of the Purchased Assets to Noble Advanced Technologies, Inc.

Section 4.17. Post-Retirement Benefits. Prior to November 1, 2006, Sellers will take all actions necessary to cause those employees receiving retirement benefits from the Company or any U.S. Subsidiary (as described in Item 5 to Exhibit 5.1) to cease receiving such benefits from the Company or any U.S. Subsidiary, without any Adverse Consequences to Buyer, the Company, any Subsidiary or any of their respective Affiliates.

ARTICLE 5

INDEMNIFICATION

Section 5.1. Indemnification and Reimbursement by Sellers. Sellers, jointly and severally, will indemnify and hold harmless Buyer and Buyer’s Representatives and Affiliates, and will reimburse Buyer, and Buyer’s Representatives and Affiliates, for all Adverse Consequences arising from or related to (a) any Breach by a Seller of any representation, warranty, covenant or agreement in this Agreement or any other Transaction Document, (b) the matters set forth on Exhibit 5.1, and (c) the enforcement of indemnification rights under this Article 5.

Section 5.2. Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Sellers and their respective Representatives and Affiliates, and will reimburse Sellers and their respective Representatives and Affiliates, for all Adverse Consequences arising from or related to (a) any Breach by Buyer of any representation, warranty, covenant or agreement of Buyer in this Agreement or any other Transaction Document, (b) Taxes arising from taxable periods or portions thereof beginning on the Closing Date and from any election under Section 338(g) for the Mexican Subsidiaries under Section 4.11, and (c) the enforcement of indemnification rights under this Article 5.

Section 5.3. De Minimis Claims; Basket; Cap; Bloomingdale Environmental Limits.

(a) De Minimis Claims. Neither Buyer nor Buyer’s Representatives or Affiliates may make a claim for indemnification under Article 5 with respect to a Breach of a representation or warranty set forth in Article 2 of this Agreement or Section 3 of the IP Purchase Agreement the Adverse Consequences of which are less than $7,500 (a “De Minimis Claim”) until Adverse Consequences for all De Minimis Claims exceed $100,000, after which the entire amount of all Adverse Consequences with respect to De Minimis Claims (including the first $100,000) shall be counted against the Basket and shall otherwise be subject to indemnification as provided for in this Article 5. For avoidance of doubt, the provisions of this Section 5.3(a) will only be applicable once, and once De Minimis Claims first exceed $100,000, this Section 5.3(a) will be of no further effect.

(b) Basket. Subject to Section 5.3(a), Sellers will have no liability under this Article 5 with respect to Breaches of the representations and warranties set forth in Article 2 of this Agreement and Section 3 of the IP Purchase Agreement until the aggregate amount of Adverse

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Consequences incurred or suffered by Buyer arising from or related to Breaches under any such provision of such Transaction Documents taken as a whole exceed $750,000 (the “Basket”), and then only for that amount by which all Adverse Consequences exceed in the aggregate the Basket; provided, however, that the Basket will not apply to, and there will be first dollar indemnity for (a) as to this Agreement, claims under Sections 2.1 (Organization; Capitalization; Ownership), 2.4 (Taxes), 2.8 (Real Property) (only as it relates to good and unencumbered title), 2.9 (Other Properties and Assets) (only as it relates to good and unencumbered title), 2.11(a) (Authorization and Enforceability), and 2.15 (No Brokers’ Fees); (b) as to the IP Purchase Agreement, claims under Sections 3(a), 3(b) (only as it relates to good and unencumbered title), 3(d) and 3(e), or (c) as to any such Transaction Document, in the event of intentional fraud or intentional Breach. In addition, Sellers will not be required to indemnify Buyer or any of its Representatives or Affiliates with respect to any Breach or Breaches of Section 2.4 after Sellers have already indemnified Buyer and its Representatives and Affiliates with respect to any such Breach or Breaches in an amount equal to 50% of the Tax Refund Amount until Adverse Consequences arising from a Breach or Breaches of Section 2.4 exceed the portion of the Tax Refund Amount retained by Buyer, and then only for such excess Adverse Consequences.

(c) Cap. Except as provided below, Sellers’ maximum aggregate liability under Section 5.1(a) with respect to Breaches of the representations or warranties set forth in Article 2 of this Agreement and Section 3 of the IP Purchase Agreement, taken as a whole, will not exceed $15,000,000 (the “Cap”); provided, however, that the Cap will not apply (w) as to any Transaction Document, in the event of intentional fraud or intentional Breach; (x) as to this Agreement, to claims under Sections 2.1 (Organization; Capitalization; Ownership), 2.4 (Taxes), 2.8 (Real Property) (only as it relates to good and unencumbered title), 2.9 (Other Properties and Assets) (only as it relates to good and unencumbered title), 2.11(a) (Authorization and Enforceability), and 2.15 (No Broker’s Fees); (y) as to the IP Purchase Agreement, claims under Sections 3(a), 3(b) (only as it relates to good and unencumbered title), 3(d) and 3(e).

(d) Bloomingdale Environmental Limits. Seller’s maximum indemnification obligation with respect to the matters described in Item 2 to Exhibit 5.1 will be $7,500,000 plus any unused portion of the Cap (which is otherwise only applicable to Breaches of representation and warranties as provided in Section 5.3(c)); provided, however, that Sellers’ indemnification obligation with respect to the Bloomingdale, Michigan site described in Exhibit 5.1(2) will not exceed $5,000,000 plus any unused portion of the Cap.

Section 5.4. Indemnification Procedures. Except with respect to any Tax Claim:

(a) Third-Party Proceedings.

(i) Promptly after receipt by a Person entitled to be indemnified under this Article 5 (an “Indemnified Party”) of notice of the commencement of a Proceeding against it, such Indemnified Party will, if a claim for indemnification is to be made against a Party (an “Indemnifying Party”) under this Article 5, give notice to the Indemnifying Party of the commencement of such Proceeding. The failure to timely notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to an Indemnified Party, except to the extent that the defense of such action was materially and irreparably prejudiced by the Indemnified Party’s failure to provide timely notice.

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(ii) If any Proceeding is brought against an Indemnified Party and it gives notice to the Indemnifying Party of the commencement of such Proceeding, the Indemnifying Party will be entitled to participate in such Proceeding and, subject to subsection (a)(iii) below, to the extent that it wishes and can demonstrate its financial capability to assume and diligently pursue such defense and the resolution thereof, to assume the defense of such Proceeding with counsel of its choice reasonably satisfactory to the Indemnified Party. Following a proper assumption of defense by an Indemnifying Party, as long as the Indemnifying Party diligently conducts such defense it will not be liable for any subsequent fees of legal counsel or other expenses incurred by the Indemnified Party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Proceeding, (A) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification hereunder and (B) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (x) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made by or against the Indemnified Party and (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party concurrently with the compromise or settlement. If written notice is given to an Indemnifying Party of the commencement of any Proceeding and the Indemnifying Party does not within twenty days, or such lesser period of time as required to meet any deadline for a response, properly exercise its election to assume the defense of such Proceeding, the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement thereof reasonably effected by the Indemnified Party.

(iii) Notwithstanding the foregoing, (A) if an Indemnified Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement or (B) if an Indemnified Party in good faith concludes that there are defenses available to it that may be unavailable to, or inconsistent with or contrary to the interests of the Indemnifying Party, the Indemnified Party may, by written notice to the Indemnifying Party, retain the exclusive right to defend, compromise or settle such Proceeding, but the Indemnifying Party will have the opportunity to participate in such Proceeding and will reserve the right to contest indemnification with respect to any determination, compromise or settlement of such Proceeding effected without its consent (which consent will not be unreasonably withheld).

(iv) Except to the extent it would cause a waiver of a privilege, each Party will make available to the other Parties and the other Parties’

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Representatives all of his, her or its Books and Records relating to a third-party Proceeding, and each Party will render to the other Parties assistance as may be reasonably required in order to insure the proper and adequate defense of such third-party Proceeding.

(v) Each Party hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought by a Person not a Party to this Agreement against any Indemnified Party for purposes of litigating a claim that an Indemnified Party may have under this Agreement against an Indemnifying Party with respect to such Proceeding or the matters alleged therein (including its right to indemnification).

(b) Other Claims. A claim for indemnification for any matter not involving a third-party Proceeding must be asserted by written notice to the Party or Parties from whom indemnification is sought, identifying the matter for which identification is sought, the estimated amounts of the claim if then calculable and the basic facts underlying the claim to the extent then known.

Section 5.5. Offset. Except for Buyer’s right to offset certain Michigan Single Business Taxes in determining the Tax Refund Amount, Buyer and Noble, on behalf of themselves and their Representatives and Affiliates, acknowledge and agree that any claim for indemnification under this Article 5 shall not be offset against other amounts owed to Sellers under this Agreement, including the Deferred Payment Amount.

Section 5.6. Adjusted Purchase Price; Interest. Any payment of a claim for indemnification under this Article 5 will be accounted for as an adjustment to the Purchase Price. Any amount payable under this Article 5 will include interest at the rate specified in this Agreement or, if no rate is specified, interest at the Agreed Indemnity Rate.

Section 5.7. Determination of Adverse Consequences; Indemnification Limitations.

(a) The amount of any and all Adverse Consequences shall be determined net of (i) the net present value of any Tax benefits reasonably expected to be realized (calculated using a discount rate of 12%) by any Person seeking indemnification hereunder arising from the deductibility of any such Adverse Consequences and (ii) any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with un-Affiliated third parties, net of any premiums paid or in the future to be paid with respect thereto, with respect to such Adverse Consequences. Each Party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Adverse Consequences. In calculating the amount of Adverse Consequences arising from or relating to a Breach, a “multiple of profits” or “multiple of cash flows” methodology may only be utilized if such Adverse Consequences are (X) recurring in nature (i.e., not a one-time liability) and (Y) impact the EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) of the Company and the Subsidiaries utilized by Buyer in determining the value of the Shares. Notwithstanding the preceding sentence, all Adverse Consequences that occur or reoccur over an extended period of time will be included in calculating Adverse Consequences under this Article 5.

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(b) No claim for indemnification under this Agreement with respect to a Breach of a representation or warranty of Sellers, or any of them under this Agreement or the IP Purchase Agreement, may be made by Buyer or any Representative or Affiliate of Buyer if Sellers can prove that (a) on the date hereof any of Thomas Saeli, David Fallon, Andrew Tavi, Lee Skandalaris, Steve Prue, Jay Hansen or Craig Parsons had actual knowledge without the necessity of any investigation, diligence or inquiry (i) that Sellers were in actual Breach of such representation or warranty (including actual knowledge of all facts legally sufficient to prove such Breach) and (ii) of the magnitude of the Adverse Consequences reasonably likely to be caused by such a Breach, and (b) Buyer or any Representative or Affiliate of Buyer failed to raise or question such matters with Sellers or any of them prior to the Closing.

Section 5.8. Exclusive Remedy. Except for rights, claims and causes of action it may have relating to fraud or intentional Breach and except for a Party’s right to seek specific performance or other equitable relief, each Party acknowledges and agrees that, from and after the Closing, its sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article 5 and Section 7.1. In furtherance of the foregoing, except for those matters specifically excepted in the preceding sentence, each Party hereby waives, from and after the Closing, to the fullest extent permitted under applicable Legal Requirement, any and all rights, claims and causes of action it may have against the other relating to the subject matter of this Agreement arising under or based upon any federal, state, local or foreign statute, law, ordinance, rule or regulation or otherwise.

Section 5.9. Tax Claims.

(a) Buyers will, as to any Taxes in respect of which Sellers have agreed to indemnify Buyer, its Representatives and Affiliates under this Agreement, promptly inform Sellers of, and permit the participation of Sellers in any investigation, audit or other Tax Proceeding by or with a Governmental Body empowered to administer or enforce such Tax and will not consent to the settlement or final determination in such Tax Proceeding without the prior written consent of Sellers, except to the extent such Taxes are not subject to indemnification under this Article 5.

(b) Buyers, on the one hand, and Sellers, on the other hand, will (i) use commercially reasonable efforts to keep the other advised as to the status of Tax audits and litigation involving any Taxes that could give rise to a liability of Sellers or Buyers under this Agreement (a “Tax Claim”), (ii) promptly furnish to the others copies of any inquiries or requests for information from any Governmental Body concerning any Tax Claim, (iii) timely notify the other regarding any proposed written communication to any such Governmental Body with respect to such Tax Claim, (iv) promptly furnish to the other upon receipt a copy of information or document requests, a notice of proposed adjustment, revenue agent’s report or similar report or notice of deficiency together with all relevant documents, notices or reports, relating to any Tax Claim, (v) give the other and its or their accountants and counsel the reasonable opportunity to review and comment in advance on all written submissions, filings and any other information relevant to indemnifiable issues, and (vi) consider in good faith any suggestions made by the other and its or their accountants and counsel to submit documentation or attend those portions of any meetings or proceedings that relate to such proposed adjustment. Notwithstanding anything to the contrary in this Agreement, neither Sellers, on the one hand, nor Buyers, on the other hand, may

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take any Tax accounting position with respect to any Tax Claim or Tax Proceeding that is a change from a Permissible Method (which was contained in an originally filed Tax Return for a Tax period) to a different Permissible Method and that creates any additional Tax liability or other Adverse Consequences with respect to Tax matters for the other or their respective Affiliates in a subsequent Tax period; provided, however, that this sentence will not apply with respect to those matters which are already specifically covered by this Agreement (including, for example, by Sections 4.11, 4.13, 4.14, and 4.15) and/or the other Transaction Documents; and provided, further, however, that the Buyers and Sellers will reasonably cooperate on a good faith basis to resolve any disputes with respect to the matters covered by this sentence.

(c) Subject to the provisions of Section 5.9(b) above, Sellers will have full responsibility for and discretion in handling any Tax controversy, including an audit, protest to the Appeals Division of the IRS, litigation in the United States Tax Court, any other court of competent jurisdiction or any other Proceeding with respect to a Tax Claim (“Tax Proceeding”) involving the Company or any Subsidiary for Tax periods ending on or before the Closing Date or on or before the date immediately preceding the Closing Date, as applicable, and Buyer will have full responsibility for and discretion in handling any Tax Proceeding involving the Company or any Subsidiary for Tax periods ending on or after the Closing Date; provided, however, that upon request of Sellers, and subject to the provisions of Section 5.9(b) Sellers will have full responsibility and discretion in handling, at Sellers’ expense, any Tax Proceeding. In the event that Buyer are required to pay any Tax, file any bond or deposit any amount in order to undertake a Tax Proceeding, Sellers will loan to Buyer, the Company or any Subsidiary, as the case may be, no later than three business days before such payment is required to be made, without interest and until a Final Determination with respect to such Tax has occurred, one hundred percent of the amount required to be paid by Buyer, the Company or any Subsidiary, as the case may be. Within three business days of the receipt by Buyers of a refund or any amount loaned to it by Sellers (including any interest required by Buyer, as the case may be), Buyers, the Company or any Subsidiary, as applicable, will pay such refunded amount to Sellers.

(d) Within 60 days of any Final Determination of Tax in a Tax Proceeding, or the written acquiescence of Sellers with respect to a Tax Claim, the Indemnified Party will provide a written notice to the Indemnifying Party which explains the calculation of the amount of such Tax Claim. The Indemnifying Party will pay such amount of Tax Claim to the Indemnified Party within 10 days after receipt of such notice, unless the Indemnifying Party disagrees with such calculation and invokes the verification procedure set forth in Section 5.9(e), in which case the Indemnifying Party will pay to the Indemnified Party, within five business days of verification of the amount of such Tax owed to the Indemnified Party, the amount so verified by the Independent Public Accountants pursuant to Section 5.9(e).

(e) If the Indemnifying Party disagrees with the Indemnified Party’s calculation of the Tax owed to the Indemnified Party and within 10 days after receipt of such calculation requests in writing verification of such amount, such amount will be verified by a firm of Independent Public Accountants. Within 15 days after the Indemnifying Party’s request, the Independent Public Accountants will either (i) confirm the accuracy of the Indemnifying Party’s computation or (ii) notify the Indemnified Party that such computation is inaccurate. In the case of (ii) above, the Independent Public Accountants will recompute the amount of Tax owed to the Indemnified Party in such manner as the Independent Public Accountants determine and verify

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to be accurate. The costs of such verification will be borne by the Indemnifying Party unless such verification results in an adjustment in the Indemnifying Party’s favor of the Tax owed to the Indemnified Party as computed by the Indemnified Party, in which case a portion of such costs equal to the relevant amount of the adjustment will be borne by the Indemnified Party. The Parties agree to cooperate with such Independent Public Accountants and, subject to a confidentiality agreement reasonably satisfactory to the Indemnified Party, to supply them with all information reasonably necessary to permit them to accomplish such review and determination. Such information will be for the confidential use of the Independent Public Accountants and will not be disclosed to the Indemnifying Party or to any other Person. The Indemnifying Party and the Indemnified Party agree that the sole responsibility of the Independent Public Accountants will be to determine and verify the amount of the Tax owed to the Indemnified Party pursuant to this Section 5.9(e) and that matters of interpretation of this Agreement are not within the scope of the Independent Public Accountant’s responsibility.

(f) To the extent of any inconsistency between this Section 5.9 and Section 5.4 above, the provisions of this Section 5.9 will control.

ARTICLE 6

DEFINITIONS

For purposes of this Agreement, the following terms have the meanings specified in this Article 6:

“Accounting Firm” has the meaning set forth in Section 1.3(a) of this Agreement.

“Accounts Receivable” has the meaning set forth in Section 2.2(c) of this Agreement.

“Actual Knowledge” means the actual knowledge of Tom Talboys, Robert Howard, Bruce Weber, Larry Garretson and Jorge Tejero, without the necessity of investigation, diligence or inquiry.

“Adverse Consequence” means any loss, cost, liability, penalty, Tax, claim, damage, expense (including cost of investigation, defense, settlement and reasonable attorneys’ and other reasonable professional fees and costs), remedial action or diminution of value, all after adjusting for insurance proceeds and/or Tax benefits, if any, to the extent provided in Section 5.7.

“Affiliate” means any shareholder, director or officer of a Person; the spouse of any such Person, any Person directly who would be the heir or descendant of any such Person if he or she were not living; and any Person in which any of the foregoing has a direct or indirect interest, except through ownership of less than 5% of the outstanding shares of any Person whose securities are listed on a national securities exchange or traded in the national over-the-counter market.

“Agreed Indemnity Rate” means a rate of 8% per annum from the date a claim for indemnification under Article 5 is first made to the date of payment, if timely paid when due, which due date shall be the date that the final resolution of any dispute is achieved with respect to such claim in accordance with the terms of this Agreement; provided, however, that any

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amount payable that is not paid when due will bear interest at 12% per annum from the date such amount is required to be paid hereunder until paid, increasing to 15% per annum from and after 30 days of the date due and increasing to 18% per annum from and after 60 days of the date due. Notwithstanding the foregoing, the Agreed Indemnity Rate will mean 0% per annum with respect to claims paid within 30 days after such claim was made.

“Agreement” has the meaning set forth in the first paragraph of this Agreement.

“Applicable Contracts” means any Contract (a) under which the Company or a U.S. Subsidiary has or may acquire any rights; (b) under which the Company or a U.S. Subsidiary is or may become subject to any obligation or liability; or (c) by which the Company or a U.S. Subsidiary or any of the property or assets owned, leased or used by the Company or a U.S. Subsidiary is or may become bound or affected.

“Balance Sheet” has the meaning set forth in Section 2.2(a) of this Agreement.

“Basket” has the meaning set forth in Section 5.3(b)of this Agreement.

“Books and Records” includes all data, documents, ledgers, databases, books, records, correspondence, business plans, projections, records of sales, customer and supplier lists, files, including employee files, papers, Applicable Contracts, Organizational Documents and Tax Returns and related materials of or relating to the Company or a U.S. Subsidiary.

“Breach” means, as to any representation, warranty, covenant, agreement, obligation or other provision of this Agreement or any other Transaction Document, any inaccuracy in, or any failure to perform or comply with, such representation, warranty, covenant, agreement, obligation or other provision.

“Business” has the meaning set forth in the second paragraph of this Agreement.

“Buyer” has the meaning set forth in the first paragraph of this Agreement.

“Buyers” means Buyer, Noble and their respective subsidiaries and Affiliates.

“C Short Year” has the meaning set forth in Section 4.13 of this Agreement.

“Cap” has the meaning set forth in Section 5.3(c) of this Agreement.

“Closing” has the meaning set forth in Section 1.4 of this Agreement.

“Closing Date” has the meaning set forth in Section 1.4 of this Agreement.

“Closing Date Debt Statements” has the meaning set forth in Section 1.3(c) of this Agreement.

“Closing Date U.S. Net Working Capital” means, as of September 30, 2006, the Company’s and Pullman Industries of Indiana, Inc.’s combined accounts receivable (other than Tooling Receivables and intercompany subdebt and accounts among the Company and/or any

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Subsidiary) and inventory, in each case net of working capital reserves reflected on the September 30, 2006 balance sheet attached as Exhibit 8.2, minus accounts payable (other than accounts payable relating to tooling, capital expenditures and intercompany accounts among the Company and/or any Subsidiary), determined in accordance with GAAP.

“Closing Date U.S. Net Working Capital Statement” has the meaning set forth in Section 1.3(c) of this Agreement.

“Code” means the United States Internal Revenue Code of 1986, as amended, and any duly promulgated regulations and rulings thereunder.

“Company” has the meaning set forth in the first paragraph of this Agreement.

“Company Material Adverse Effect” means a change, event, violation, inaccuracy or circumstance the effect of which is both material and adverse to the property, business, operations, assets (tangible and intangible), financial condition, results of operation or prospects of the Company or a U.S. Subsidiary; provided, however, that “Company Material Adverse Effect” does not include changes in business or economic conditions or cycles generally affecting the U.S. economy or the automobile industry as a whole so long as the Company, the U.S. Subsidiaries or the industries in which they operate are not disproportionately affected thereby, including changes in stock markets, credit markets, Tax rates, interest rates and exchange rates.

“Company Intellectual Property Assets” has the meaning set forth in Section 2.9(c) of this Agreement.

“Competitive Business” has the meaning set forth in 0 of this Agreement.

“Contract” means any agreement, contract, obligation, promise or undertaking (whether written or oral and whether express or implied) that is legally binding.

“De Minimis Claim” has the meaning set forth in Section 5.3(a) of this Agreement.

“Deferred Payment Amount” means the amount payable to Sellers as determined under Exhibit 1.2(c).

“Disclosure Schedule” means the schedules referred to in Article 2 of this Agreement and the schedule referred to in the definition of Restricted Event.

“Employee Benefit Plan” means, with respect to the Company and the U.S. Subsidiaries, any “employee pension benefit plan” or “employee welfare benefit plan” as defined under ERISA (whether or not subject to ERISA), and any incentive compensation plan, benefit plan for retired employees, plan or Contract providing for bonuses, commissions, pensions, profit-sharing, stock options, stock purchase rights, restricted stock, phantom stock, deferred compensation, Insurance relating to accidents, health or sickness, retirement benefits, vacation, severance, disability, compensation, employee assistance or counseling, educational assistance, §125/cafeteria/flexible benefits, adoption assistance, group legal, (taxable or nontaxable, direct or indirect), fringe or payroll practice of any nature, covering any current or former (including

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retired) employees or that has been maintained by the Company or any Subsidiary within the five years preceding the date of this Agreement or under which the Company or a Subsidiary has any remaining obligation or liability.

“Encumbrance” means any charge, claim, community property interest, condition, equitable interest, mortgage, lien, option, warrant, purchase right, pledge, security interest, right of first refusal, marital or community property interest or restriction of any kind, including any restriction on use, voting (in the case of any security), transfer, receipt of income or exercise of any other attribute of ownership.

“Environment” means any and all soil, land surface or subsurface strata, surface waters (including navigable waters and ocean waters), groundwater, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life or any other environmental medium or natural resource.

“Environmental Law” means any Legal Requirement designed to: (a) advise appropriate authorities, employees or the public of intended, Threatened or actual releases of any pollutant, Hazardous Substance or Material, Hazardous Waste, violation of environmental permits or other violation of applicable Legal Requirements or of the commencement of activities, such as resource extraction or construction, that could have a significant impact on the Environment; (b) prevent or regulate or require the reporting of the use, discharge, release or emission of Hazardous Substances or Materials or Hazardous Wastes into the Environment; (c) reduce the quantities, prevent the release and minimize Hazardous Substances or Materials or Hazardous Wastes or the hazardous characteristics of wastes that are generated; (d) regulate the generation, management, treatment, storage, handling, transportation or disposal of Hazardous Substances or Materials or Hazardous Wastes; (e) assure that products are designed, formulated, packaged or used so that they do not present unreasonable risks to human health or the Environment when used or disposed of; (f) protect natural resources, species or ecological amenities; (g) provide for or require the cleanup of Hazardous Substances or Materials or Hazardous Wastes that have been released; (h) recover response costs or to make responsible Persons pay private Persons, or groups of them, for damages done to their health or the Environment, or to permit self-appointed representatives of the public interest to recover for injuries done to public assets; or (i) regulate in any manner the potential impact of an activity on the Environment.

“Environmental Liability” means any Adverse Consequence arising from or relating to any violation of or liability under any Environmental Law or Occupational Safety and Health Law or Worker’s Compensation Law with respect to acts or omissions having occurred, or conditions in existence, on or before the Closing Date, including (a) any Environmental, health or safety matters or conditions (including on-site or off-site contamination, Occupational Safety and Health Law violations and regulation of chemical substances or products), and (b) any responsibility for response costs, natural resource damages, corrective action or actions to achieve compliance, including any cleanup, removal, containment or other remediation or response action under applicable Environmental Law, Occupational Safety and Health Law or Workers’ Compensation Law (whether or not such cleanup has been ordered or requested by any Governmental Body or any other Person). The terms “removal,” “remedial,” and “response action” include the types of activities covered by the Federal Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., as amended, or any other Legal Requirements.

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“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any duly promulgated regulations and rulings thereunder.

“Escrow Agreement” has the meaning set forth in Section 1.2(b) of this Agreement.

“Final Closing Date Debt Statement(s)” has the meaning set forth in Section 1.3(c) of this Agreement.

“Final Closing Date U.S. Net Working Capital Statement” has the meaning set forth in Section 1.3(c) of this Agreement.

“Final Determination” with respect to a Tax Proceeding means (a) a final decision with respect to the proposed adjustment by any IRS appeals officer, as evidenced by the issuance of a 90-day letter, IRS Form 870-AD or like notice, unless judicial proceedings are initiated, (b) a final decision with respect to the proposed adjustment by the United States Tax Court, Court of Federal Claims or the appropriate Federal District Court, unless such decision is appealed, or (c) a final decision of a United States Court of Appeals.

“Financial Statements” has the meaning set forth in Section 2.2(a) of this Agreement.

“GAAP” means United States generally accepted accounting principles consistently applied by the Company and the U.S. Subsidiaries.

“Governmental Authorization” means any approval, consent, license, permit, waiver or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.

“Governmental Body” means any: (a) nation, state, county, city, town, village, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal); (d) multi-national organization or body; (e) body exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, police, regulatory or Taxing authority; (f) organization or association that sponsors, authorizes or conducts any arbitration proceeding, or any arbitrator or panel of arbitrators, the decisions of which are enforceable in any court of law.

“Hazardous Substance or Material” means (a) any substance or material that is controlled or regulated by any Environmental Law, including oil, petroleum or derivatives thereof and radioactivity; or (b) any substance that is toxic, explosive, corrosive, flammable, infectious, carcinogenic, mutagenic or otherwise hazardous, including mold, polychlorinated biphenyls, asbestos and asbestos containing materials.

“Hazardous Waste” means any substance that is defined as a hazardous waste under the Federal Solid Waste Disposal Act, 42 U.S.C. § 6901 et seq., as amended, or any analogous federal, state, local or foreign statute.

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“HIPAA” has the meaning set forth in Section 2.7(k) of this Agreement.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations promulgated thereunder.

“Indemnified Party” has the meaning set forth in Section 5.4(a)(i) of this Agreement.

“Indemnifying Party” has the meaning set forth in Section 5.4(a)(i) of this Agreement.

“Independent Public Accountants” means a firm of independent nationally recognized accountants mutually selected by Sellers and Buyer.

“Initial Payment” has the meaning set forth in Section 1.2(b) of this Agreement.

“Insurance” means all forms of insurance, including liability, crime, fidelity, life, fire, product liability, workers’ compensation, health, director and officer liability and other forms of insurance owned, maintained or insuring any of the Business, properties or assets of the Company or a Subsidiary.

“Intellectual Property Assets” include: (i) all trademark rights, business identifiers, trade dress, service marks, trade names and brand names, all registrations and applications therefor and all goodwill associated with the foregoing; (ii) all copyrights, copyright registrations and copyright applications, and all other rights associated with the foregoing and the underlying works of authorship; (iii) all patents and patent applications, and all international proprietary rights associated therewith; and (iv) all inventions, mask works, mask work registrations, know-how, discoveries, improvements, designs, trade secrets, shop and royalty rights, employee covenants and agreements respecting intellectual property and non-competition and all other types of intellectual property.

“Interim Financial Statements” has the meaning set forth in Section 2.2(a) of this Agreement.

“IP Purchase Agreement” means that certain IP Purchase Agreement, dated as of October 11, 2006, among the Company, Pullman Industries of Indiana, Inc., Sellers and Noble Advanced Technologies, Inc.

“IRS” means the United States Internal Revenue Service.

“JPMC Debt” has the meaning set forth in Section 1.5(b)(viii) of this Agreement.

“Key Employee” means any employee of the Company or a U.S. Subsidiary who is at the director level or above, any plant manager or corporate controller.

“Legal Requirement” means any federal, state, local, municipal, foreign, international, multinational or constitution law, ordinance, principle of common law (including equitable principles), statute, code, regulation, rule or treaty.

45

“Material Interest” means direct or indirect beneficial ownership (as defined in Rule 13D-3 under the Securities Exchange Act of 1934, as amended) of voting securities or other voting interests representing at least 20% of the outstanding voting power of a Person or capital stock or other equity interests or securities representing at least 20% of the outstanding equity or equity interests in a Person.

“Maximum U.S. Debt” means $44,339,385.

“Mexican Closing Date Debt” means the aggregate of any of the following outstanding as of September 30, 2006 with respect to the Mexican Subsidiaries (exclusive of debt owed by WLP Properties S. de R.L. de C.V. to TMW Enterprises de Juarez, S.A. de C.V., TMW Enterprises de Mexico, S.A. de C.V. and TMW Enterprises de Torreon, S.A. de C.V. in an aggregate amount not to exceed $1,200,000 (inclusive of principal and interest)): (a) all funded obligations for borrowed money, including amounts owed to Comerica Bank, GE CF Mexico, S.A. de C.V., and intercompany subdebt; (b) the aggregate amount of trade accounts payable arising in the Ordinary Course of Business that are past due by more than 70 days in excess of $150,000; (c) accounts payable for which checks have been written but not cleared; and (d) amounts owing to Asteer Co., Ltd. in excess of $3,000,000 (as determined by the exchange rate in effect on September 30, 2006).

“Mexican Company Material Adverse Effect” means a change, event, violation, inaccuracy or circumstance the effect of which is both material and adverse to the property, business, operations, assets (tangible and intangible), financial condition, results of operation or prospects of the Mexican Subsidiaries; provided, however, that “Mexican Company Material Adverse Effect” does not include changes in business or economic conditions or cycles generally affecting the economy or the automobile industry as a whole so long as the Mexican Subsidiaries or the industries in which they operate are not disproportionately affected thereby, including changes in stock markets, credit markets, Tax rates, interest rates and exchange rates.

“Mexican Contracts” has the meaning set forth in Section 2.17(f) of this Agreement.

“Mexican Financial Statements” has the meaning set forth in Section 2.17(a) of this Agreement.

“Mexican Interim Financial Statements” has the meaning set forth in Section 2.17(a) of this Agreement.

“Mexican Subsidiaries” means WLP Properties, S. de R.L. de C.V., Pullman de Mexico, S.A. de C.V, Pullman de Queretaro, S.A. de C.V, Pullman de Puebla, S.A. de C.V and Pullman Mexico Administracion, S.A. de C.V.

“Multi-Employer Retirement Plan” has the meaning set forth in Section 3(37)(A) of ERISA, as amended.

“Noble” has the meaning set forth in the first paragraph of this Agreement.

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“Occupational Safety and Health Law” means any Legal Requirement and any program or any Governmental Body designed to regulate or provide safe and healthful working conditions and to reduce occupational safety and health hazards, illness, disease, etc.

“Other Intellectual Property Assets” has the meaning set forth in Section 2.9(c) of this Agreement.

“Order” means any award, decision, injunction, judgment, order, ruling, subpoena or verdict entered, issued, made or rendered by any Governmental Body.

“Ordinary Course of Business” means in accordance with the usage of trade prevailing in the industry in which the Business operates and in accordance with the Company’s and the Subsidiaries’ historical and customary day-to-day practices with respect to the activity in question, taking into consideration such changes in the Business with respect to new program awards and the start of production of programs.

“Organizational Documents” means the organizational documents of a non-natural Person, including, as applicable, the charter, articles or certificate of incorporation, bylaws, articles of organization, operating agreement or similar governing documents, as amended.

“Owned Real Property” has the meaning set forth in Section 2.8(a) of this Agreement.

“Party” or “Parties” has the meaning set forth in the first paragraph of this Agreement.

“Permissible Method” means a Tax accounting method which is allowed or allowable under the Code and other applicable Tax rules and regulations.

“Permitted Encumbrances” means (A) liens for Taxes not yet due and payable, (B) customary utility easements of record, (C) with respect to the Real Property, all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in the Title Commitment, dated September 5, 2006, issued by Sun Title Agency, LLC, as agent for Transnation Title Insurance Company, and known as Commitment Number 052865, (D) those Encumbrances set forth on Exhibit 8.1, and (E) with respect to the Mexican Subsidiaries, the pledge of capital stock in favor of Comerica Bank, a security interest in their respective assets in favor of Comerica Bank, GE CF Mexico, S.A. de C.V. and the Company.

“Person” means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Body or other entity.

“Personal Property Leases” has the meaning set forth in Section 2.9(a) of this Agreement.

“Proceeding” means any action, arbitration, written charge, written claim, written complaint, challenge, dispute, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body.

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“Purchase Price” has the meaning set forth in Section 1.2(a) of this Agreement.

“Real Property” means real estate and appurtenances thereto.

“Real Property Lease” or “Real Property Leases” has the meaning set forth in Section 2.8(b) of this Agreement.

“Related Person” means with respect to a particular natural Person: (a) each other member of such Person’s Family; (b) any Person that is directly or indirectly controlled by any one or more members of such Person’s Family; (c) any Person in which members of such Person’s Family hold (individually or in the aggregate) a Material Interest; and (d) any Person with respect to which one or more members of such Person’s Family serves as a director, officer, partner, manager, managing member, executor or trustee (or in a similar capacity). For purposes of this definition, the “Family” of a natural Person includes (i) the natural Person; (ii) his or her spouse; (iii) any other natural Person who is related to the natural Person or his or her spouse within the second degree; and (iv) any other natural Person who resides with such natural Person.

“Representative” means, with respect to a particular Person, any director, officer, manager, managing member, employee, agent, consultant, advisor or other representative of such Person, including legal counsel, accountants and financial advisors.

“Restricted Event” means, with respect to the Company or any U.S. Subsidiary, except as provided on Schedule RE, (a) except in the Ordinary Course of Business, paying a bonus to any Seller, director, manager, officer, employee or agent, or increasing the salary or other compensation of any Seller, director, manager, officer, employee or agent, or entering into any employment, severance or other Contract with any Seller, director, manager, officer, employee or agent; (b) adopting or increasing payments to or benefits under any Employee Benefit Plan; (c) incurring or suffering any labor dispute or disturbance, other than routine individual grievances that are not material to the Business; (d) entering into, terminating or receiving notice of termination of any license, distributorship, dealer, sales representative, noncompetition, joint venture, credit or other Contract or transaction that is material or that involves a total remaining commitment of more than $50,000; (e) selling (other than selling inventory in the Ordinary Course of Business), leasing, licensing or otherwise disposing of any real or material personal property or asset, or incurring or suffering any Encumbrance on any property or asset; (f) canceling or waiving any claim or right, or writing down or writing off any item of inventory or writing down or writing off any accounts or notes receivable, in any case with a value in excess of $50,000; (g) changing any accounting method or principle used; (h) failing to cause any uncontested liability or obligation in excess of $50,000 individually or $200,000 in the aggregate to be paid or satisfied when the same becomes due; (i) making a capital expenditure in excess of what has been reflected in the Financial Statements or the Interim Financial Statements; (j) declaring or paying a dividend or other distribution or payment in respect of the Shares or other securities (except as contemplated in Section 1.5(b)(xii); (k) amending any Organizational Document; (l) incurring or suffering material damage to or destruction or loss of any property or assets material to the operation of the Business, whether or not covered by Insurance; (m) incurring indebtedness for borrowed money other than draws against any current credit facilities or assuming or guarantying an obligation of another Person; (n) issuing, redeeming, purchasing or otherwise acquiring any Shares; (o) other than as permitted by Section 4.5, paying any

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management or other fee to TMW Enterprises Inc. or any of its Related Parties, Affiliates or employees or paying any monies to any Seller other than compensation in consideration of employment in the Ordinary Course of Business; (p) failing to pay any supplier in the Ordinary Course of Business; or (q) entering into a Contract or making a binding commitment to do any of the foregoing.

“Review Period” has the meaning set forth in Section 1.3(c) of this Agreement.

“S Termination Year” has the meaning set forth in Section 4.13 of this Agreement.

“Seller” or “Sellers” has the meaning set forth in the first paragraph of this Agreement.

“Sellers’ Knowledge” means actual awareness of Tom Talboys, Robert Howard, Bruce Weber, Doug Soifer, Larry Garretson, Keith Blazaitis and Tad Machrowicz, without the necessity of any investigation, diligence or inquiry, except as set forth in Exhibit 8.3.

“Sellers Representative” has the meaning set forth in Section 4.4(a) of this Agreement.

“Shares” has the meaning set forth in Section 1.1 of this Agreement.

“Subsidiary” or “Subsidiaries” means the Mexican Subsidiaries, the U.S. Subsidiaries and Pullman AG, Zug.

“Tax” or “Taxes” means any tax (including any income tax, capital gains tax, value-added tax, sales tax, use tax, property tax, business tax, payroll tax, gift tax, estate tax, franchise tax, net worth tax, excise tax and business occupancy tax), levy, assessment, tariff, duty (including any customs duty), deficiency or other fee or any related charge or amount (including any fine, penalty or interest), imposed, assessed or collected by or under the authority of any Governmental Body or payable pursuant to any tax-sharing Contract or any other Contract relating to the sharing of payment of any tax, levy, assessment, tariff, duty, deficiency or fee.

“Tax Claim” has the meaning set forth in Section 5.9(b) of this Agreement.

“Tax Proceeding” has the meaning set forth in Section 5.9(c) of this Agreement.

“Tax Refund Amount” means all Tax refunds, if any, actually received by the Company, any U.S. Subsidiary or Buyers and any such amounts actually credited against Tax (net of reasonable out-of-pocket costs incurred by the Parties in connection with obtaining the same, not to exceed the Tax Refund Amount) with respect to Taxes paid by the Company or any of the U.S. Subsidiaries prior to the Closing Date, as estimated by Sellers on Schedule 2.4(e), minus the amount of $400,000, and minus the amount of Michigan Single Business Tax payable after the Closing Date for the S Termination Year; provided, however, that “Tax Refund Amount” will not include any Tax refund to the extent such refund results from a carryback of a net operating loss, Tax credit or similar item arising in a taxable period or portion thereof beginning after the Closing Date or the date immediately preceding the Closing Date, as applicable.

“Tax Return” means any return (including any information return), report, statement, schedule, notice, form or other document or information filed with or submitted to, or required to

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be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

“Threatened” means, as to any Proceeding or other matter, that a demand or statement has been made (orally or in writing), or a notice has been given (orally or in writing) or an event has occurred or some other circumstance exists that would lead a Seller, acting reasonably, to conclude that such a Proceeding or other matter is reasonably likely to be asserted, commenced, taken or otherwise pursued in the future.

“Tooling Receivables” has the meaning set forth in Section 1.2(c) of this Agreement.

“Transaction Documents” means this Agreement and all other Contracts and documents to be executed and delivered by any Party or any of their respective Affiliates or Representatives (including Sellers Representative) in connection with the consummation of the transactions contemplated by this Agreement, including the IP Purchase Agreement, that certain Pullman AG Stock Purchase Agreement, dated as of October 11, 2006, among the Company, Thomas Talboys and Noble Swiss Holdings, LLC, and that certain Pullman IC-DISC Stock Purchase Agreement, dated as of October 11, 2006, among the Company, TMW DISC LLC and Pullman Industries IC-DISC, Inc.

“U.S. Closing Date Debt” means the aggregate of any of the following outstanding as of September 30, 2006 with respect to the Company or a U.S. Subsidiary: (a) all funded obligations for borrowed money; (b) all obligations evidenced by notes, debentures or other instruments (c) trade accounts payable arising in the Ordinary Course of Business that are past due by more than 70 days; provided that accounts payable with respect to tooling used in the calculation of the Deferred Payment Amount shall not constitute U.S. Closing Date Debt; (d) accounts payable for which checks have been written but not cleared; (e) all reimbursement obligations (whether contingent or otherwise) in respect of letters of credit in excess of $1,179,000 in the aggregate, bankers’ acceptances, surety or other bonds and similar instruments which would reduce the Company’s borrowing capacity; and (f) all accounts payable relating to capital expenditures by the Company or a U.S. Subsidiary.

“U.S. Subsidiaries” means Pullman Investments, LLC and Pullman Industries of Indiana, Inc.

“WARN Act” means the Worker Adjustment and Retraining Notification (WARN) Act Pub. L. 100 379.102 stat. 890 (1988), as amended, codified at 29 U.S.C. 2101 et seq.

“Workers’ Compensation Law” means any Legal Requirement designed to establish a system for financially compensating and protecting employees who sustain injuries, disabilities or disfigurements or contract an illness arising out of or in the course of their employment.

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ARTICLE 7

GENERAL

Section 7.1. Survival of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants and agreements made by any Party in this Agreement or any other Transaction Document will survive Closing. The representations and warranties set forth in Articles 2 and 3 of this Agreement will expire on April 30, 2008, except that (i) the representations and warranties set forth in Sections 2.4 (Taxes), 2.7 (Employee Benefit Plans), 2.11(b) (No Conflict) and 2.15 (No Broker’s Fees) will survive until the date that is 90 days after the expiration of all applicable statutes of limitations (including any extensions thereof, to the extent that such statute of limitations can be extended), (ii) the representations and warranties set forth in Section 2.13 (Permits and Licenses; Compliance with Legal Requirements) and Section 2.14 (Environmental Matters) will survive until the third anniversary of the Closing Date, and (iii) the representations and warranties set forth in Sections 2.1 (Organization; Capitalization; Ownership) and 2.11(a) (Authorization and Enforceability) will survive forever, and Sellers hereby waive any statute of limitation period applicable to such representations and warranties. Any claim for indemnification under Article 5 with respect to a Breach of a representation or warranty set forth in Articles 2 or 3 will toll the applicable survival period of such representation or warranty as it relates to such claim and any related claim. All covenants and agreements set forth in this Agreement will be given independent effect so that if a certain action or condition constitutes a default under a certain covenant or agreement, the fact that such action or condition is permitted by another covenant or agreement will not affect the occurrence of such default, unless expressly permitted under an exception to such initial covenant or agreement. Likewise, each representation and warranty set forth in this Agreement will be given independent effect so that if a particular representation or warranty proves to be incorrect or is Breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not Breached will not affect the incorrectness or Breach of the initial representation or warranty. Except to the extent provided in Section 5.7, no investigation by or knowledge of a Party or its Representatives, before or after the Closing, will affect in any manner any representation, warranty, covenant or agreement of another Party set forth in this Agreement or any other Transaction Document or such Party’s rights to rely thereon, and all representations, warranties, covenants and agreements will survive any such investigation.

Section 7.2. Binding Effect; Benefits; Assignment. All of the terms of this Agreement and the other Transaction Documents executed by a Party will be binding upon, inure to the benefit of and be enforceable by and against the successors and authorized assigns of such Party. Except as otherwise expressly provided in this Agreement or another Transaction Document, nothing in this Agreement or such other Transaction Document, express or implied, is intended to confer upon any other Person any rights or remedies under or by reason of this Agreement or such other Transaction Document, this Agreement and the other Transaction Documents being for the exclusive benefit of the applicable Parties and their heirs, legal representatives, successors and assigns. No Party will assign any of its rights or obligations under this Agreement or any other Transaction Document to any other Person without the prior written consent of the other Parties to this Agreement or other Transaction Documents, as applicable, and any such attempted or purported assignment will be null and void; provided, however, that after or concurrently with the Closing, Buyer may, without consent, assign all or part of its rights under this Agreement or

51

other Transaction Document to (a) one or more of its Affiliates (b) any Person providing funded debt to Buyer or an Affiliate (including the Company or a Subsidiary) or (c) a purchaser of all or a substantial portion of then outstanding capital stock of the Company or the properties, assets or business of the Company and Subsidiaries taken as a whole.

Section 7.3. Entire Agreement. This Agreement, the exhibits and schedules to this Agreement (including the Disclosure Schedule) and the other Transaction Documents set forth the entire agreement and understanding of the Parties in respect of the transactions contemplated by this Agreement or other Transaction Documents, as applicable, and supersede all prior Contracts, letters of intent, arrangements and understandings relating to the subject matter hereof and thereof. No representation, promise, inducement or statement of intention has been made by any Party in connection with the transactions contemplated by this Agreement or other Transaction Document that is not embodied in this Agreement or such other Transaction Document, as applicable, and no Party will be bound by or liable for any alleged representation, promise, inducement or statement of intention not so embodied.

Section 7.4. Amendment and Waiver. This Agreement may be amended, modified, superseded or canceled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the Parties or, in the case of a waiver, by or on behalf of the Party waiving compliance. The failure of any Party at any time to require performance of any provision of this Agreement will in no manner affect the right of that Party at a later time to enforce such provision. No waiver by any Party of any condition or the Breach of any term, covenant, representation or warranty in this Agreement, in any one or more instances, will be deemed to be or construed as a further or continuing waiver of such condition or Breach, or any other condition, term, covenant, representation or warranty in this Agreement.

Section 7.5. Governing Law. This Agreement will be governed by and construed in accordance with the applicable Legal Requirements of the State of Michigan as applicable to Contracts made and to be performed in the State of Michigan, without regard to conflicts of laws principles.

Section 7.6. Notices. All notices, requests, demands and other communications required to be given pursuant to this Agreement will be in writing and will be deemed to have been duly given on the day of delivery if delivered by hand, on the first business day following delivery if sent by facsimile with confirmation, on the first business day following deposit with a nationally recognized overnight mail service, or on the third business day following first class mailing, with first class, postage prepaid:

(a)	If to Buyer or Buyers:	with a copy to:
	Noble Tube Technologies, LLC	Barnes & Thornburg LLP
	c/o Noble International, Ltd.	Attn: Tracy T. Larsen
	Attn: Andrew J. Tavi,	300 Ottawa Avenue, N.W.
	General Counsel	Suite 500
	28213 Van Dyke Avenue
	Warren, MI 48093	Grand Rapids, MI 49503
	Telephone: (586) 834-1011	Telephone: (616) 742-3931
	Facsimile: (586) 751-3618	Facsimile: (616) 742-3999

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(b)	If to Sellers:	with a copy to:
	Sellers Representative	Honigman Miller Schwartz and
	Robert T. Howard	Cohn LLP
	2120 Austin Avenue	Attn: Patrick T. Duerr
	Rochester Hills, MI 48309	660 Woodward Avenue, Suite 2290
	Telephone: (248) 844-1410	Detroit, MI 48226
	Facsimile: (248) 844-1420	Telephone: (313)465-7362
		Facsimile: (313) 465-7363

A Party may change his, her or its address, telephone number or facsimile number by prior written notice to the other Parties.

Section 7.7. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and together will constitute one and the same agreement. A facsimile signature will have the same effect as an original signature.

Section 7.8. Expenses. Except as otherwise expressly provided in this Agreement, each Party will pay his, her or its own respective expenses, costs and fees (including attorneys’ and other professional fees and costs) incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated by this hereby and thereby. Any expenses paid or incurred by the Company or any Subsidiary in connection with the transactions contemplated by this Agreement or any other Transaction Document (including financial advisory, legal and accounting fees and any transfer Taxes relating to the transfer of the Bloomingdale, Michigan real estate), to the extent known, will be paid or reimbursed by Sellers at Closing and to the extent unknown as of the Closing Date, will be paid or reimbursed by Sellers as soon as possible following the Closing. On the Closing Date, Sellers will reimburse Buyer for half of the amount of the Hart-Scott-Rodino filing fee previously paid by Buyer.

Section 7.9. Headings; Construction; Time of Essence. The headings of the articles, sections and paragraphs in this Agreement have been inserted for convenience of reference only and will not restrict or otherwise modify any of the terms or provisions of this Agreement. Unless otherwise expressly provided, the words “including,” “include” or “includes,” or other similar words, whenever used in this Agreement will be deemed to be immediately followed by the words “without limitation”. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Neither this Agreement nor any other Transaction Document (nor any uncertainty or ambiguity herein or therein) will be construed against any Party under any rule of construction or otherwise. No Party will be considered the draftsman of this Agreement or any other Transaction Document. This Agreement and each other Transaction Document has been reviewed, negotiated and accepted by all Parties and their attorneys and will be construed and interpreted according to the ordinary meaning of the words so as fairly to accomplish the purposes and intentions of the Parties. All references to dollars in this Agreement or any other Transaction Document are to U.S. Dollars.

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Section 7.10. Partial Invalidity. Whenever possible, each provision of this Agreement and each other Transaction Document will be interpreted in such manner as to be effective and valid under applicable Legal Requirements, but in case any one or more of the provisions contained in this Agreement or other Transaction Document is, for any reason, held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision of this Agreement or other Transaction Document, as applicable, and this Agreement or other Transaction Document will be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein or therein unless the deletion of such provision or provisions would result in such a material change as to cause completion of the transactions contemplated hereby or thereby to be unreasonable. If the deemed deletion of the invalid, illegal or unenforceable provision or provisions is reasonably likely to have a material adverse effect on a Party, all Parties will endeavor in good faith to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as practicable to that of the invalid, illegal or unenforceable provisions.

Section 7.11. Waiver of Jury Trial. EACH OF THE PARTIES HEREBY KNOWINGLY AND WILLINGLY WAIVES HIS, HER OR ITS RIGHTS TO DEMAND A JURY TRIAL IN ANY ACTION OR PROCEEDING INVOLVING THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES REPRESENTS AND WARRANTS THAT HE, SHE OR IT HAS REVIEWED THIS WAIVER WITH HIS, HER OR ITS LEGAL COUNSEL AND HAS KNOWINGLY AND VOLUNTARILY WAIVED HIS, HER OR ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT.

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The Parties have executed this Stock Purchase Agreement as of the date stated in the first paragraph of this Stock Purchase Agreement.

NOBLE TUBE TECHNOLOGIES, LLC
By
	Thomas L. Saeli
	Its Chief Executive Officer
	“Buyer”
NOBLE INTERNATIONAL, LTD.
By
	Thomas L. Saeli
	Its Chief Executive Officer
	“Noble”
Keith Blazaitis
Donald R. Brooks, Trustee u/t/d 7/27/84
Larry Garretson
Robert T. Howard

[signatures continue on following page]

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[continuation of signatures to Stock Purchase Agreement]

Laurence M. Luke, Trustee u/t/d 3/22/96

Oscar B. Marx III, Trustee u/t/d 2/17/90

Frank McNulty, Trustee u/t/d 6/8/92

Paul Oster

Douglas Soifer, Trustee u/t/d 12/10/92

Thomas Talboys

Bruce Weber

[signatures continue on following page]

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[continuation of signatures to Stock Purchase Agreement]

Thomas R. Wheeler

Erin A. Wright

Morgan A. Wright

Thomas and Nancy Wheeler Grandchildren’s Trust #2

Thomas M. Wheeler, Trustee u/t/d 4-9-86

Lisa Wheeler Huzella, Trustee u/t/d 3-31-95

Lisa Wheeler Huzella, as custodian for Michael

Huzella under the Colorado Uniform Transfers to

Minors Act

[signatures continue on following page]

[continuation of signatures to Stock Purchase Agreement]

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Lisa Wheeler Huzella, as custodian for James Huzella under the Colorado Uniform Transfers to Minors Act

Lisa Wheeler Huzella, as custodian for Thomas Huzella under the Colorado Uniform Transfers to Minors Act

Lisa Wheeler Huzella, as Trustee of The Michaelon A. Wright 2006 Trust under Agreement dated July 27, 2006

Douglas Soifer, as Trustee of The Michaelon A. Wright 2006 Trust under Agreement dated July 27, 2006

Michaelon A. Wright, Trustee of The Lisa Wheeler Huzella 2006 Trust under Agreement dated July 27, 2006

Thomas M. Wheeler, Trustee of The Lisa Wheeler Huzella 2006 Trust under Agreement dated July 27, 2006

[signatures continue on following page]

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[continuation of signatures to Stock Purchase Agreement]

Michaelon A. Wright, Trustee u/t/d 10-3-95

Patsy C. Wheeler, Trustee of The Thomas R. Wheeler 2006 Trust under Agreement dated July 27, 2006

“Sellers”

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EX-10.2

Exhibit 10.2

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 17(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE.

AMENDED AND RESTATED CONVERTIBLE SUBORDINATED NOTE

Issuance Date: October 11, 2006 Principal: U.S. $1,775,000

FOR VALUE RECEIVED, NOBLE INTERNATIONAL, LTD., a Delaware corporation (the “Company”), hereby promises to pay to the order of HFR RVA Combined Master Trust or registered assigns (“Holder”) the amount set out above as the Principal (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the rate of 6.00% per annum, subject to periodic adjustment pursuant to Section 2 (the “Interest Rate”), from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon an Interest Date (as defined below), the Maturity Date, acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Amended and Restated Convertible Subordinated Note (the “Note”) amends and restates in its entirety that certain Convertible Subordinated Note dated March 24, 2004 in the original aggregate principal amount of $1,400,000 (the “Prior Note”). This Note is in substitution, and not payment or satisfaction, of the Prior Note and the Company’s obligations to Holder under this Note, including its obligations to make payments, are expressly conditioned upon Holder’s delivery to Company of the Prior Note, or if the Holder cannot deliver the Prior Note, evidence reasonably satisfactory to the Company that the Prior Note has been lost, stolen or mutilated or cannot otherwise be delivered. This Note is one of a series of four Notes being issued on the date hereof (collectively, the “Notes” and such other Amended and Restated Convertible Subordinated Notes, the “Other Notes”). Certain capitalized terms are defined in Section 27.

1. MATURITY. On the Maturity Date, the Holder shall surrender this Note to the Company and the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued and unpaid Interest and accrued and unpaid Late Charges, if any. The “Maturity Date” shall be October 11, 2011.

2. INTEREST; INTEREST RATE. Interest on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 365-day year and actual days elapsed and shall be payable in arrears on the first day of each March and September and on the Maturity Date during the period beginning on the Issuance Date and ending on, and including, the Maturity Date (each, an “Interest Date”) with the first Interest Date being March 1, 2007. Interest shall be payable on each Interest Date in cash. Prior to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate and be payable by way of inclusion of the Interest in the Conversion Amount in accordance with Section 3(b)(i). In the event the Company has not reissued this Note in fully registered, book-entry form within forty five (45) days after the Issuance Date, then from and after the date that is 45 days after the Issuance Date through the date on which such reissuance occurs, the Interest Rate shall be increased to 7%. From and after the occurrence of an Event of Default, the Interest Rate shall be increased to 11%. In the event that such Event of Default is subsequently cured, the adjustment referred to in the preceding sentence shall cease to be effective as of the date of such cure; provided that the Interest as calculated at such increased rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence of such Event of Default through and including the date of cure of such Event of Default.

3. CONVERSION OF NOTE. This Note shall be convertible into shares of the Company’s common stock, par value $0.00067 per share (the “Common Stock”), on the terms and conditions set forth in this Section 3.

(a) Conversion Right. Subject to the provisions of Section 3(d), at any time or times on or after the Issuance Date, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 3(c), at the Conversion Rate (as defined below). The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion of any Conversion Amount.

(b) Conversion Rate. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section 3(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (as defined below) (the “Conversion Rate”).

(i) “Conversion Amount” means the sum of (A) the portion of the Principal to be converted, redeemed or otherwise with respect to which this determination is being made, (B) accrued and unpaid Interest with respect to such Principal and (C) accrued and unpaid Late Charges with respect to such Principal and Interest.

(ii) “Conversion Price” means, as of any Conversion Date (as defined below) or other date of determination that is (x) prior to the Reset Date, $18.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction) and (y) from and after the Reset Date, the product of (A) 125% and (B) the forty-five (45) consecutive Trading Day trailing average daily Closing Sale Price of the Common Stock as of the Reset Date, each subject to adjustment as provided herein.

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(c) Mechanics of Conversion.

(i) Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the second Business Day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.

(ii) Company’s Failure to Timely Convert. If the Company shall fail to issue a certificate to the Holder or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon conversion of any Conversion Amount on or prior to the date which is five (5) Business Days after the Conversion Date (a “Conversion Failure”), then (A) the Company shall pay damages to the Holder for each date of such Conversion Failure in an amount equal to 1.0% of the product of (I) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery Date and to which the Holder is entitled, and (II) the Closing Sale Price of the Common Stock on the Share Delivery Date and (B) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned, as the case may be,

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any portion of this Note that has not been converted pursuant to such Conversion Notice; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise.

(iii) Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting physical surrender and reissue of this Note. The Holder and the Company shall maintain records showing the Principal, Interest and Late Charges converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.

(d) Limitations on Conversions.

(i) 4.99% Maximum. The Company shall not effect any conversion of this Note, and the Holder of this Note shall not have the right to convert any portion of this Note pursuant to Section 3(a), to the extent that after giving effect to such conversion, the Holder (together with the Holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any Other Notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(d)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes of this Section 3(d)(i), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of

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securities of the Company, including this Note, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may waive the provisions of this Section 3(d)(i); provided that any such waiver will not be effective until the sixty-first (61^st) day after such notice is delivered to the Company.

(ii) 9.99% Maximum. The Company shall not effect any conversion of this Note, and the Holder of this Note shall not have the right to convert any portion of this Note pursuant to Section 3(a), to the extent that after giving effect to such conversion, the Holder (together with the Holder’s affiliates) would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any Other Notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(d)(ii), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes of this Section 3(d)(ii), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may waive the provisions of this Section 3(d)(ii); provided that any such waiver will not be effective until the sixty-first (61^st) day after such notice is delivered to the Company.

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4. RIGHTS UPON EVENT OF DEFAULT.

(a) Event of Default. Each of the following events shall constitute an “Event of Default”:

(i) the failure of the applicable Registration Statement required to be filed pursuant to the Registration Rights Agreement to be declared effective by the SEC on or prior to the date that is 60 days after the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement), or, while the applicable Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement, the effectiveness of the applicable Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or is unavailable to any holder of the Notes for sale of all of such holder’s Registrable Securities (as defined in the Registration Rights Agreement) in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 10 consecutive Trading Days or for more than an aggregate of 30 Trading Days in any 365-day period (other than days during an Allowable Grace Period (as defined in the Registration Rights Agreement));

(ii) the suspension from trading or failure of the Common Stock to be listed on the NASDAQ National Market or The New York Stock Exchange, Inc. for a period of five (5) consecutive Trading Days or for more than an aggregate of seven Trading Days in any 365-day period;

(iii) the Company’s failure to cure a Conversion Failure by delivery of the required number of shares of Common Stock within ten (10) Business Days after the applicable Conversion Date;

(iv) the Company’s failure to pay to the Holder any amount of Principal when and as due under this Note (including, without limitation, the Company’s failure to pay any Redemption Price or Make-Whole Premium);

(v) the Company’s failure to pay to the Holder any amount of Interest, Late Charges or other amounts when and as due under this Note, the Registration Rights Agreement or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby to which the Holder is a party, if such failure continues for a period of at least five (5) Business Days;

(vi) any default under, redemption of or acceleration prior to maturity of any Senior Indebtedness (as defined below) of the Company or any of its Subsidiaries; provided that in the case of a payment default of such Senior Indebtedness, such default is not cured within applicable cure periods; further provided that in the case of a non-payment default of such Senior Indebtedness that has not resulted in an acceleration or redemption of such Senior Indebtedness prior to its maturity, only upon acceleration or redemption of such Senior Indebtedness;

(vii) the Company or any of its Subsidiaries, pursuant to or within the meaning of Title 11, U.S. Code, or any similar Federal or state law for the relief of debtors (collectively, “Bankruptcy Law”), (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to

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the appointment of a receiver, trustee, assignee, liquidator or similar official (a “Custodian”), (D) makes a general assignment for the benefit of its creditors or (E) admits in writing that it is generally unable to pay its debts as they become due;

(viii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company or any of its Subsidiaries in an involuntary case, (B) appoints a Custodian of the Company or any of its Subsidiaries or (C) orders the liquidation of the Company or any of its Subsidiaries;

(ix) a final judgment or judgments for the payment of money aggregating in excess of $500,000 are rendered against the Company or any of its Subsidiaries and which judgments are not, within 60 days after the entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; provided, however, that any judgment which is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the $500,000 amount set forth above so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company will receive the proceeds of such insurance or indemnity within 30 days of the issuance of such judgment;

(x) the Company materially breaches any representation, warranty, covenant or other term or condition of the letter agreement of even date herewith between the Company, the Holder and the Holders of the Other Notes, the Registration Rights Agreement, this Note, the Closing Certificate of the Company, or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated thereby and hereby to which the Holder is a party, except, in the case of a breach of a covenant or other term or condition which is curable, only if such breach continues for a period of at least ten (10) consecutive Business Days;

(xi) the Company’s failure to pay in full and cancel that certain Convertible Subordinated Note dated March 24, 2004 in favor of Mainfield Enterprises, Inc. in the principal amount of $7,500,000 within three days after the Issuance Date; or

(xii) any Event of Default (as defined in the Other Notes) occurs with respect to any Other Notes.

(b) Rights Upon Event of Default. Promptly after the occurrence of an Event of Default with respect to this Note or any of the Other Notes, the Company shall deliver written notice thereof via facsimile and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the

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Company pursuant to this Section 4(b) shall be redeemed by the Company at a price equal to the greater of (i) the product of (x) the Conversion Amount to be redeemed and (y) the Redemption Premium and (ii) the product of (A) the Conversion Rate with respect to such Conversion Amount in effect at such time as the Holder delivers an Event of Default Redemption Notice and (B) the Closing Sale Price of the Common Stock on the date immediately preceding such Event of Default (the “Event of Default Redemption Price”). The Event of Default Redemption Price shall be paid in the following manner: (I) the Company shall pay the portion of the Event of Default Redemption Price equal to the Conversion Amount in cash and (II) the remaining portion of the Event of Default Redemption Price (the “Excess Event of Default Redemption Price”) shall be paid, at the Company’s option, in either (a) cash or (b) by delivery of shares of Common Stock (“Event of Default Shares”). The Company shall be required to set forth in the Event of Default Notice of any election to pay the Excess Event of Default Redemption Price in Event of Default Shares. Any portion of the Event of Default Redemption Price that the Company elects to pay in Common Stock shall be paid in a number of fully paid and nonassessable shares equal to the quotient of (1) the Excess Event of Default Redemption Price and (2) the Event of Default Conversion Price (as hereinafter defined) in effect; provided that the amount of Event of Default Shares delivered by the Company as payment for the Excess Event of Default Redemption Price shall not exceed the Required Reserve Amount. For purposes of this Section, the “Event of Default Conversion Price” shall mean, as of any date of determination, if the Equity Conditions have been satisfied (or waived in writing by the Holder) as of the first day of the Event of Default Conversion Period (as hereinafter defined) through, and including, the date of payment of the Event of Default Redemption Price (disregarding for the purposes of determining whether clause (i)(y) in the definition of Equity Conditions has been satisfied the Event of Default giving rise to the redemption hereunder), the price which shall be computed as 90% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the 5 consecutive Trading Days following the date on which the Company publicly announces such redemption (the “Event of Default Conversion Period”); all such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction that proportionately decreases or increases the Common Stock during such Event of Default Conversion Period; provided, however, that if the Equity Conditions have not been satisfied or waived as required above, the Company and Holder shall determine the Event of Default Conversion Price using commercially reasonable means agreed to by them. Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11 and the date on which the Event of Default Redemption Price is paid pursuant to such Section 11 shall be the “Event of Default Redemption Date.” When determining if the Equity Conditions have been satisfied, the term “Call Redemption Date” shall be replaced with the term “Event of Default Redemption Date.”

5. RIGHTS UPON CHANGE OF CONTROL.

(a) Change of Control. Each of the following events shall constitute a “Change of Control”:

(i) the consolidation, merger or other business combination (including, without limitation, a reorganization, recapitalization or spin-off) of the Company with or into another Person (other than (A) a consolidation, merger or other business

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combination (including, without limitation, reorganization, recapitalization or spin-off) in which holders of the Company’s voting power immediately prior to the transaction continue after the transaction to hold, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities, or (B) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company);

(ii) the sale or transfer of all or substantially all of the Company’s assets; or

(iii) a purchase, tender or exchange offer made to and accepted by the holders of more than the 50% of the outstanding shares of Common Stock.

No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”).

(b) Assumption. Prior to the consummation of any Change of Control, the Company will secure from any Person purchasing the Company’s assets or Common Stock or any successor resulting from such Change of Control (in each case, an “Acquiring Entity”) a written agreement (in form and substance satisfactory to the Holder of this Note) to assume all of the obligations of the Company under this Note and the other Transaction Documents, including to deliver to the Holder of the Note in exchange for such Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having a principal amount and interest rate equal to the principal amounts and the interest rates of the Note held by the Holder, and satisfactory to the Holder of the Note. In the event that an Acquiring Entity is directly or indirectly controlled by a company or entity whose common stock or similar equity interest is listed, designated or quoted on a securities exchange or trading market, the Holder of the Note may elect to treat such Person as the Acquiring Entity for purposes of this Section 5(b). Upon consummation of a Change of Control as a result of which holders of Common Stock shall be entitled to receive stock, securities, cash, assets or any other property with respect to or in exchange for such Common Stock, the Acquiring Entity shall deliver to the Holder confirmation that there shall be issued upon conversion of this Note at any time after the consummation of such Change of Control, in lieu of the shares of Common Stock issuable upon the conversion of the Note prior to such Change of Control, such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Change of Control had this Note been converted immediately prior to such Change of Control, as adjusted in accordance with the provisions of this Note. The provisions of this Section shall be applied without regard to any limitations on the conversion of this Note.

(c) Redemption Upon Change of Control. At any time during the period beginning after the Holder’s receipt of a Change of Control Notice and ending on the date of the consummation of such Change of Control (or, in the event a Change of Control Notice is not delivered at least 10

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days prior to a Change of Control, at any time on or after the date which is 10 days prior to a Change of Control and ending 10 days after the consummation of such Change of Control), the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to redeem; provided, however, that the Company shall not be under any obligation to redeem all or any portion of this Note or to deliver the applicable Change of Control Redemption Price unless and until the applicable Change of Control is consummated. The portion of this Note subject to redemption pursuant to this Section 5(c) shall be redeemed by the Company at a price equal to the greater of (i) the product of (x) the Conversion Amount being redeemed and (y) the quotient determined by dividing (A) the Closing Sale Price of the Common Stock immediately following the public announcement of such proposed Change of Control by (B) the Conversion Price and (ii) 110% of the Conversion Amount being redeemed (the “Change of Control Redemption Price”). The Change of Control Redemption Price shall be paid in the following manner: (I) the Company shall pay the portion of the Change of Control Redemption Price equal to the Conversion Amount in cash and (II) the remaining portion of the Change of Control Redemption Price (the “Excess Change of Control Redemption Price”) shall be paid, at the Company’s option, in either (a) cash or (b) by delivery of shares of Common Stock (“Change of Control Shares”). The Company shall be required to set forth in the Change of Control Notice of any election to pay the Excess Change of Control Redemption Price in Change of Control Shares. Any portion of the Change of Control Redemption Price that the Company elects to pay in Common Stock shall be paid in a number of fully paid and nonassessable shares equal to the quotient of (1) the Excess Change of Control Redemption Price and (2) the Change of Control Conversion Price (as hereinafter defined) in effect; provided that the amount of Change of Control Shares delivered by the Company as payment for the Excess Change of Control Redemption Price shall not exceed the Required Reserve Amount. For purposes of this Section, the “Change of Control Conversion Price” shall mean, as of any date of determination, if the Equity Conditions have been satisfied (or waived in writing by the Holder) as of the first day of the Change of Control Conversion Period (as hereinafter defined) through, and including, the date of payment of the Change of Control Redemption Price (disregarding for the purposes of determining whether clause (i)(x) in the definition of Equity Conditions has been satisfied the Change of Control giving rise to the redemption hereunder), the price which shall be computed as 90% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the 10 consecutive Trading Days commencing 10 Trading Days before the date the Change of Control becomes effective and ending on day immediately preceding such effective date (the “Change of Control Conversion Period”); all such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction that proportionately decreases or increases the Common Stock during such Change of Control Conversion Period; provided, however, that if the Equity Conditions have not been satisfied or waived as required above, the Company and Holder shall determine the Change of Control Conversion Price using commercially reasonable means agreed to by them. Redemptions required by this Section 5(c) shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control and the date on which the Change of Control Redemption Price is paid pursuant to such Section 11 shall be the “Change of Control Redemption Date”. When determining if the Equity Conditions have been satisfied, the term “Call Redemption Date” shall be replaced with the term “Change of Control Redemption Date.”

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(d) Conversion in the Event of a Change of Control. In the event a Change of Control occurs, the Holder shall receive from the Company upon conversion of its Note pursuant to Section 3, in addition to the amounts described therein, the Make-Whole Premium (in cash or shares of Common stock (valued as described in the definition of “Make-Whole Premium” below) or a combination thereof, at the option of the Holder). The Company shall deliver written notice of its election to pay the Make-Whole Premium in shares of Common Stock to the Holder at least ten (10) days prior to the consummation of the Change of Control. The Holder may, in lieu of converting its Note, require the Company to redeem all or any portion of this Note pursuant to Section 5(c).

The “Make-Whole Premium” for each $1,000 in Principal amount of the Notes converted will equal $180 in the event the Change of Control occurs before the first anniversary of the Issuance Date; $120 in the event the Change of Control occurs at any time on or after the first anniversary of the Issuance Date but before the second anniversary of the Issuance Date; and $60 in the event the Change of Control occurs at any time on or after the second anniversary of the Issuance Date but before the Maturity Date. Payments made in shares of Common Stock will be valued at 95% of the average Closing Sales Price of the Common Stock for the five (5) consecutive Trading Days ending on the third day prior to the consummation of the Change of Control.

6. RIGHTS UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.

(a) Purchase Rights. If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(b) Other Corporate Events. In addition to and not in substitution for any rights hereunder, prior to the consummation of any recapitalization, reorganization, consolidation, merger, spin-off or other business combination pursuant to which holders of Common Stock are entitled to receive securities or other assets with respect to or in exchange for Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that the Holder will thereafter have the right to receive upon a conversion of this Note, (i) in addition to the shares of Common Stock receivable upon such conversion, such securities or other assets to which the Holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by the Holder upon the consummation of such

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Corporate Event or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of Common Stock in connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had this Note initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate with the Conversion Rate. The provisions of this Section 6(b) shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations or restrictions on the convertibility of this Note.

7. RIGHTS UPON ISSUANCE OF OTHER SECURITIES.

(a) Adjustment of Conversion Price upon Issuance of Common Stock. Other than in connection with a merger transaction or acquisition by the Company which does not result in a Change of Control, if and whenever on or after the Issuance Date, the Company issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded Security) for a consideration per share (the “New Securities Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount (rounded to the nearest cent) equal to the product of (A) the Conversion Price in effect immediately prior to such Dilutive Issuance and (B) the quotient determined by dividing (1) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (2) the product derived by multiplying (I) the Conversion Price in effect immediately prior to such Dilutive Issuance by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive Issuance. For purposes of determining the adjusted Conversion Price under this Section 7(a), the following shall be applicable:

(i) Issuance of Options. If the Company in any manner grants or sells any Options and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 7(a)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Conversion Price shall be made upon the

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actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange or exercise of such Convertible Securities.

(ii) Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is issuable upon such conversion or exchange or exercise thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 7(a)(ii), the “price per share for which one share of Common Stock is issuable upon such conversion or exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion or exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 7(a), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

(iii) Change in Option Price or Rate of Conversion. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable or exercisable for Common Stock changes at any time, the Conversion Price in effect at the time of such change shall be adjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 7(a)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Issuance Date are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change. No adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect.

(iv) Calculation of Consideration Received. In case any Option is issued in connection with the issue or sale of other securities of the Company, together comprising one integrated transaction in which no specific consideration is allocated to such Options by the parties thereto, the Options will be deemed to have been issued for a consideration of $.01. If any Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount received by the Company therefor. If any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash,

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the amount of the consideration other than cash received by the Company will be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the Closing Sale Price of such securities on the date of receipt. If any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will be determined jointly by the Company and the Holders of this Note. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Business Days after the tenth day following the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder of the Note. The determination of such appraiser shall be deemed binding upon all parties absent demonstrable error and the fees and expenses of such appraiser shall be borne entirely by the Company.

(v) Record Date. If the Company takes a record of the holders of Common Stock for the purpose of entitling them (A) to receive a dividend or other distribution payable in Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

(b) Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. If the Company at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. If the Company at any time combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased.

(c) Other Events. If any event occurs of the type contemplated by the provisions of this Section 7 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s Board of Directors will make an appropriate adjustment in the Conversion Price so as to protect the rights of the Holder under this Note; provided that no such adjustment will increase the Conversion Price as otherwise determined pursuant to this Section 7.

(d) Notice of Adjustment. Whenever the Conversion Price is adjusted pursuant to this Section 7, the Company shall promptly mail notice of such adjustment to the Holder, which notice shall set forth the Conversion Price after the adjustment, the date on which the adjustment became effective and a brief statement of the facts resulting in such adjustment.

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8. COMPANY’S RIGHT OF REDEMPTION.

(a) Call Redemption. If, at any time from and after the third anniversary of the Issuance Date, the Closing Sale Price of the Common Stock exceeds 140% of the Conversion Price then in effect for at least twenty (20) Trading Days during the period of thirty (30) consecutive Trading Days ending prior to the Call Redemption Notice Date (such thirty (30) consecutive Trading Day period being the “Call Redemption Measuring Period”) and the Equity Conditions (as set forth in Section 8(b)) are satisfied or waived in writing by the Holder, the Company shall have the right to redeem all or any portion of the Conversion Amount of this Note, as designated in the Call Redemption Notice, as of the Call Redemption Date (a “Call Redemption”). The portion of this Note subject to redemption pursuant to this Section 8(a) shall be redeemed by the Company in cash at a price equal to 100% of the Conversion Amount being redeemed (“Call Redemption Price”) on the date specified by the Company in the Call Redemption Notice (“Call Redemption Date”), which date shall not be less than thirty (30) nor more than sixty (60) days after the Call Redemption Notice Date. The Company may exercise its right to require redemption under this Section 8(a) by delivering within not more than three (3) Trading Days following the end of such Call Redemption Measuring Period a written notice thereof by facsimile and overnight courier to the Holder of this Note (the “Call Redemption Notice” and the date such notice is sent is referred to as the “Call Redemption Notice Date”). The Company may deliver one (1) Call Redemption Notice hereunder, which shall be irrevocable. The Call Redemption Notice shall state the Conversion Amount the Company is electing to redeem and the Call Redemption Date. Redemptions made pursuant to this section 8(a) shall be made in accordance with Section 11.

(b) Equity Conditions. For purposes of this Section 8, “Equity Conditions” means that each of the following conditions is satisfied: (i) on each day during the period of thirty (30) Trading days ending on and including the Call Redemption Date (the “Equity Conditions Measuring Period”), there shall not have occurred (x) the public announcement of a pending, proposed or intended Change of Control which has not been abandoned, terminated or consummated, or (y) an Event of Default or an event that with the passage of time or giving of notice, and assuming it were not cured, would constitute an Event of Default; (ii) on each day during the Equity Conditions Measuring Period either (x) the Registration Statement required pursuant to the Registration Rights Agreement shall be effective and available for the resale for all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement or (y) all shares of Common Stock issuable upon conversion of the Note shall be eligible for sale without restriction and without the need for registration under any applicable federal or state securities laws; and (iii) the Company shall have been in material compliance with and shall not have breached, in any material respect, any material provision, covenant, representation or warranty contained in the letter agreement of even date herewith between the Company, the Holder and the Holders of the Other Notes, the Closing Certificate of the Company, the Registration Rights Agreement or any of the Notes.

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9. NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of this Note.

10. RESERVATION OF AUTHORIZED SHARES.

(a) Reservation. The Company shall initially reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for the Note equal to 125% of the Conversion Rate with respect to the Conversion Amount of the Note as of the Issuance Date. Thereafter, the Company, so long as any portion of the Note is outstanding, shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Note, 110% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of the Note; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”).

(b) Insufficient Authorized Shares. If at any time while the Note remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Note at least a number of shares of Common Stock equal to the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall as soon as practicable take all action reasonably necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Note then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

11. HOLDER’S REDEMPTIONS.

(a) Mechanics. In the event that the Holder has sent an Event of Default Redemption Notice or a Change of Control Redemption Notice to the Company pursuant to Section 4(b) or Section 5(c), respectively (each, a “Redemption Notice”), the Holder shall promptly submit this Note to the Company. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within six (6) Trading Days after the Company’s public announcement of such redemption. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(c), the Company shall deliver the applicable Change of Control Redemption

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Price to the Holder concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (5) Business Days after the Company’s receipt of such notice otherwise. In the event of a redemption of less than all of the Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 17(d)) representing the outstanding Principal which has not been redeemed. In the event that the Company does not pay the Event of Default Redemption Price or the Change of Control Redemption Price (each, the “Redemption Price”), as applicable, to the Holder (or deliver any Common Stock to be issued pursuant to a Redemption Notice) within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price (and issues any Common Stock required pursuant to a Redemption Notice) in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (or any Common Stock required to be issued pursuant to a Redemption Notice) (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 17(d)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price during the period beginning on and including the date on which the Redemption Notice is delivered to the Company and ending on and including the date on which the Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.

12. SUBORDINATION TO SENIOR INDEBTEDNESS.

(a) Subordination. The Company covenants and agrees, and the Holder likewise covenants and agrees, that this Note shall be issued subject to the provisions of this Section 12 and to the extent and in the manner hereinafter set forth in this Section 12, the indebtedness represented by this Note and the payment of principal and interest and Late Charges thereon, any redemption amount, liquidated damages, fees, expenses or any other amounts in respect of this Note are hereby expressly made subordinate and junior and subject in right of payment to the prior payment in full in cash of all Senior Indebtedness of the Company now outstanding or hereinafter incurred.

(b) No Payment if Default in Senior Indebtedness. No payment on account of principal of, premium, if any, or interest on this Note and any other payment payable with respect to this Note shall be made, and no portion of this Note shall be redeemed or purchased directly or indirectly by the Company, if at the time of such payment or purchase or immediately after giving effect thereto, (i) a default in the payment of principal, premium, if any, interest or other obligations in respect of any Senior Indebtedness having either an outstanding principal balance or a commitment to lend greater than $7,500,000 (“Designated Senior Debt”) occurs and is

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continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness) (a “Payment Default”), unless and until such Payment Default shall have been cured or waived or shall have ceased to exist or (ii) the Company shall have received notice (a “Payment Blockage Notice”) from the holder or holders of Designated Senior Debt that there exists under such Senior Indebtedness a default, which shall not have been cured or waived, permitting the holder or holders thereof to declare such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending on the earlier of (a) the date such default shall have been cured or waived, or (b) (x) in the case of a Payment Blockage Notice delivered by any Designated Senior Debt solely based on the occurrence of an Event of Default under the Notes (i.e., based on the triggering of the cross default provisions of such Designated Senior Debt solely as a result of an Event of Default under the Notes) (a “Cross Default Payment Blockage”), the 180th day immediately following the Company’s receipt of such Payment Blockage Notice, and (y) in all other circumstances, the 270th day immediately following the Company’s receipt of such Payment Blockage Notice. The Company shall resume payments on and distributions in respect of this Note, including any past scheduled payments of the principal of (and premium, if any) and interest on this Note to which the Holder would have been entitled but for the provisions of this Section 12 in the case of a Payment Default, within five (5) Business Days of the date upon which such Payment Default is cured or waived or ceases to exist (and if payment is made within such time period, any Event of Default with respect to such nonpayment shall be cured). In addition, notwithstanding clauses (i) and (ii), unless the holders of Designated Senior Debt shall have accelerated the maturity of such Senior Indebtedness or there is a Payment Default, the Company shall resume payments on this Note within (5) Business Days after the end of each Payment Blockage Period (and if payment is made within such time period, any Event of Default with respect to such nonpayment shall be cured). In any consecutive 365-day period, there shall be (i) no more than three Payment Blockage Notices given in the aggregate on this Note and the Other Notes, irrespective of the number of defaults with respect to Designated Senior Debt during such period, and (ii) at least 90 days during which no Payment Blockage Period shall be in effect.

(c) Payment upon Dissolution. In the event of any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization of the Company (being hereinafter referred to as a “Proceeding”), the Holder agrees, upon request of a holder of Senior Indebtedness, and at such holder of Senior Indebtedness’ own expense, to take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all its claims in any Proceeding, and the Holder shall not waive any claim in any Proceeding without the written consent of such holder. If the Holder does not file a proper proof of claim or proof of debt in the form required in any Proceeding at least thirty (30) days before the expiration of the time to file such claim, the holders of any Senior Indebtedness are hereby authorized to file an appropriate claim for and on behalf of the Holder.

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The Holder shall retain the right to vote and otherwise act with respect to the claims under this Note (including, without limitation, the right to vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension); provided that the Holder shall not vote with respect to any such plan or take any other action in any way so as to (i) contest the validity of any Senior Indebtedness or any collateral therefor or guaranties thereof, (ii) contest the relative rights and duties of any of the lenders under the Senior Indebtedness established in any instruments or agreement creating or evidencing the Senior Indebtedness with respect to any of such collateral or guaranties, or (iii) contest the Holders’ obligations and agreements set forth in this Section 12.

Upon payment or distribution to creditors in a Proceeding of assets of the Company of any kind or character, whether in cash, property or securities, all principal and interest due upon any Senior Indebtedness shall first be paid in full before the Holder shall be entitled to receive or, if received, to retain any payment or distribution on account of this Note, and upon any such Proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holder would be entitled except for the provisions of this Section 12 shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holder who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of this Note.

(d) Payments on Note. Subject to Section 12(c), the Company may make regularly scheduled payments of the principal of, and any interest or premium on, or any other payments on, this Note, if at the time of payment, and immediately after giving effect thereto, (i) there exists no Payment Default or a Payment Blockage Period and (ii) the Company is permitted to make payments under Section 12(c).

(e) Certain Rights. Nothing contained in this Section 12 or elsewhere in this Note is intended to or shall impair, as among the Company, its creditors including the holders of Senior Indebtedness and the Holder, the right, which is absolute and unconditional, of the Holder to convert this Note in accordance herewith.

(f) Subrogation. Subject to payment in full in cash of all Senior Indebtedness, the rights of the Holder shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of the assets of the Company made on such Senior Indebtedness until all principal and interest on this Note shall be paid in full in cash; and for purposes of such subrogation, no payments or distributions to the holders of Senior Indebtedness of any cash, property or securities to which the Holder would be entitled except for the subordination provisions of this Section 12 shall, as between the Holder and the Company and/or its creditors other than the holders of the Senior Indebtedness, be deemed to be a payment on account of the Senior Indebtedness.

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(g) Rights of Holder Unimpaired. The provisions of this Section 12 are and are intended solely for the purposes of defining the relative rights of the Holder and the holders of Senior Indebtedness and nothing in this Section 12 shall impair, as between the Company and the Holder, the obligation of the Company, which is unconditional and absolute, to pay to the Holder the principal thereof (and premium, if any) and interest thereon, in accordance with the terms of this Note.

(h) Holders of Senior Indebtedness. These provisions regarding subordination will constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness; such provisions are made for the benefit of the holders of Senior Indebtedness, and such holders are hereby made obligees under such provisions to the same extent as if they were named therein, and they or any of them may proceed to enforce such subordination and no amendment or modification of the provisions contained herein shall diminish the rights of such holders unless such holders have agreed in writing thereto. The holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Holder, without incurring responsibility to the Holder and without impairing or releasing the subordination provisions of this Section 12, (i) subject to the limitations set forth herein, increase the amount of, change the manner, terms or place of payment of, or renew or alter, any Senior Indebtedness, or otherwise amend, modify, restate or supplement the same, (ii) sell, exchange or release any collateral mortgaged, pledged or otherwise securing the Senior Indebtedness, (iii) release any Person liable in any manner for the Senior Indebtedness and (iv) exercise or refrain from exercising any rights against the Company or any other Person.

(i) Proceeds Held in Trust. In the event that notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise) prohibited by the provisions hereof shall be received by the Holder before all Senior Indebtedness if paid in full in cash, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness, as their respective interests may appear, as calculated by the Company, for application to, or to be held as collateral for, the payment of any Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness.

(j) Blockage of Remedies. During any Payment Default or any Payment Blockage Period, if an Event of Default has occurred and is continuing under this Note, the Holder will not commence or join with any creditor of the Company in asserting or commencing any proceedings to collect or enforce its rights hereunder or take any action to foreclose or realize upon the indebtedness hereunder for a period beginning on the date of such Event of Default and ending on the first to occur of (i) (x) in connection with a Cross Default Payment Blockage, the date that is 180 days following the date that the holders of the Senior Indebtedness are notified of such Event of Default, and (y) in all other circumstances, the date that is 270 days following the date that the holders of the Senior Indebtedness are notified of such Event of Default or (ii) the date such Payment Default is cured, waived or ceases to exist or the date such Payment Blockage Period ends, as the case may be; provided, however, that until all of the Senior Indebtedness shall have been paid in full in cash, any payments, distributions or

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proceeds received by the Holder resulting from the exercise of any action to collect or enforce any right or remedy available to the Holder shall be subject to the terms of this Note; provided further that the foregoing provisions of this Section 12(j) shall not prevent or limit the Holder in any manner from pursuing any and all remedies, including by way of commencing any action or proceeding, for specific performance in connection with the circumstances giving rise to the Event of Default set forth in Section 4(a)(iii) hereof.

(k) Subsequent Senior Indebtedness Requested Modifications. In connection with the incurrence of any future Senior Indebtedness, the Holder agrees that it shall act reasonably and negotiate in good faith any modifications to the provisions of this Section 12 reasonably requested by the holder of such Senior Indebtedness; provided that nothing in this section shall restrict the holders of Notes representing at least a majority of the aggregate principal amount of the Notes then outstanding from changing or amending this Section 12 pursuant to Section 15 hereof.

13. VOTING RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law, including but not limited to the Delaware General Corporation Law, and as expressly provided in this Note or in the Registration Right Agreement.

14. RANK; ADDITIONAL INDEBTEDNESS; LIENS.

(a) Rank. All payments due under this Note shall be subordinate in right of payment to the prior payment of all existing and future Senior Indebtedness.

(b) Incurrence of Indebtedness. So long as this Note is outstanding, the Company shall not, and the Company shall not permit any of its Subsidiaries to, directly or indirectly, incur or guarantee, assume or suffer to exist any Indebtedness, other than Senior Indebtedness and the Company’s Convertible Subordinated Notes dated March 24, 2004, unless the holder or holders of such Indebtedness agree that such Indebtedness shall be subordinated in right of payment to the prior payment in full of the Note pursuant to a written agreement on or prior to incurring or guaranteeing, assuming or suffering to exist such Indebtedness.

(c) Existence of Liens. So long as this Note is outstanding, the Company shall not, and the Company shall not permit any of its Subsidiaries to, directly or indirectly, allow or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by the Company or any of its Subsidiaries (collectively, “Liens”) other than Permitted Liens. As used herein, “Permitted Liens” means (i) Liens incurred to secure Senior Indebtedness, (ii) Liens on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary, to the extent of Indebtedness incurred within thirty days for such acquisition, construction or improvement and incurred within thirty days of such acquisition, construction or improvement, (iii) purchase money Liens, or (iv) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other similar Liens imposed by law, so long as payment on such Lines is not more than 30 days past due.

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(d) Restricted Payments. The Company shall not, and the Company shall not permit any of its Subsidiaries to, directly or indirectly, redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness, other than Senior Indebtedness, whether by way of payment in respect of principal of (or premium, if any) or interest on, such Indebtedness if at the time such payment is due or is otherwise made or, after giving effect to such payment, an event constituting, or that with the passage of time and without being cured would constitute, an Event of Default has occurred and is continuing.

15. AMENDMENT. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder of this Note.

16. TRANSFER. This Note may be offered, sold, assigned or transferred by the Holder without the consent of the Company.

17. REISSUANCE OF THIS NOTE.

(a) Transfer. If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 17(d)), registered as the Holder may request, representing the outstanding Principal being transferred by the Holder and, if less then the entire outstanding Principal is being transferred, a new Note (in accordance with Section 17d)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section 3(c)(iii) and this Section 17(a), following conversion or redemption of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on the face of this Note.

(b) Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note (in accordance with Section 17(d)) representing the outstanding Principal.

(c) Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Note or Notes (in accordance with Section 17(d)) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

(d) Issuance of New Note. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Section 17(a) or Section 17(c), the Principal

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designated by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued Interest and Late Charges on the Principal and Interest of this Note, from the Issuance Date.

18. REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and the Registration Rights Agreement, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

19. PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’ rights and involving a claim under this Note, then the Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, but not limited to, attorneys’ fees and disbursements.

20. CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the initial holder of this Note and shall not be construed against any person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note.

21. FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

22. DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Redemption Price or the arithmetic calculation of the Conversion Rate or the Redemption Price, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within one (1) Business Day of receipt of the Conversion Notice or Redemption Notice or other event giving rise

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to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon such determination or calculation within one (1) Business Day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within one (1) Business Day submit via facsimile (a) the disputed determination of the Closing Bid Price or the Closing Sale Price to an independent, reputable investment bank selected by the Company and approved by the Holder or (b) the disputed arithmetic calculation of the Conversion Rate or the Redemption Price to the Company’s independent, outside accountant. The Company, at the Company’s expense, shall cause the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than five (5) Business Days from the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.

23. NOTICES; PAYMENTS.

(a) Notices. Any notices, consents, waivers or other communications required or permitted to be given under this Note must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least twenty (20) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, (B) with respect to any pro rata subscription offer to holders of Common Stock or (C) for determining rights to vote with respect to any Change of Control, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

(b) Payments. Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, such payment shall be made in lawful money of the United States of America by a check drawn on the account of the Company and sent via overnight courier service to such Person at such address as previously provided to the Company in writing; provided that the Holder may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company with prior written notice setting out such request and the Holder’s wire transfer instructions. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day and, in the case of any Interest Date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of Interest due on such date. Any amount of Principal or other amounts due under the Note and the Registration Rights Agreement which is not paid when due shall result in a late charge being incurred and payable by the Company in an amount equal to interest on such amount at the rate of 15% per annum from the date such amount was due until the same is paid in full (“Late Charge”).

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24. CANCELLATION. After all Principal, accrued Interest and other amounts at any time owed on this Note has been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.

25. WAIVER OF NOTICE. To the extent permitted by law, the Company hereby waives demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.

26. GOVERNING LAW. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.

27. CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:

(a) “APPROVED STOCK PLAN” means any employee benefit, option or incentive plan which has been approved by the Board of Directors of the Company, pursuant to which the Company’s securities may be issued to any employee, consultant, officer or director for services provided to the Company.

(b) “BLOOMBERG” means Bloomberg Financial Markets.

(c) “BUSINESS DAY” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

(d) “CLOSING BID PRICE” and “CLOSING SALE PRICE” means, for any security as of any date, the last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be, then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York Time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the

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Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 22. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

(e) “COMMON STOCK DEEMED OUTSTANDING” shall mean, at any given time, the number of shares of Common Stock actually outstanding at such time, plus (i) the number of shares of Common Stock deemed to be outstanding pursuant to Sections 7(a)(i) and 7(a)(ii) hereof regardless of whether the Options or Convertible Securities are actually exercisable at such time and (ii) plus the number of shares of Common Stock underlying Options or Convertible Securities issued pursuant to the Approved Stock Plans that are actually exercisable or convertible at such time at an exercise price or conversion price that is less than or equal to the per share fair market value of such underlying shares of Common Stock, but excluding any shares of Common Stock owned or held by or for the account of the Company or issuable upon conversion of the Notes or the Other Notes.

(f) “CONTINGENT OBLIGATION” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

(g) “CONVERTIBLE SECURITIES” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for Common Stock.

(h) “EXCLUDED SECURITIES” means any shares of Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon conversion of the Notes and the Other Notes; and (iii) upon conversion of any Options or Convertible Securities which are outstanding on the day immediately preceding the Issuance Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Issuance Date.

(i) “GAAP” means United States generally accepted accounting principles, consistently applied.

(j) “INDEBTEDNESS” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with

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respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with generally accepted accounting principles, consistently applied for the periods covered thereby, is classified as a capital lease, (G) off-balance sheet liabilities retained in connection with asset securitization programs, synthetic leases, sale and leaseback transactions or other similar obligations arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the consolidated balance sheet of such Person and its subsidiaries (except for the lease of the Company’s facility in Kentucky), and (H) all indebtedness referred to in clauses (A) through (G) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (I) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (H) above.

(k) “OPTIONS” means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.

(l) “PERSON” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

(m) “PRINCIPAL MARKET” means the principal stock exchange or trading market for the Common Stock, if any.

(n) “REDEMPTION PREMIUM” means (i) in the case of the Events of Default described in Section 4(a)(i) - (vi) and (ix) - (xi), 120% or (ii) in the case of the Events of Default described in Section 4(a)(vii) -(viii), 100%.

(o) “REGISTRATION RIGHTS AGREEMENT” means that certain registration rights agreement dated as of the Issuance Date between the Company and the initial holders of the Notes relating to the registration of the resale of the shares of Common Stock issuable upon conversion of the Notes.

(p) “RESET DATE” means July 1, 2007.

(q) “SEC” means the United States Securities and Exchange Commission.

(r) “SENIOR INDEBTEDNESS” means the principal of (and premium, if any), interest on, and all fees and other amounts (including, without limitation, any reasonable costs, enforcement expenses (including reasonable legal fees and disbursements), collateral protection expenses and other reimbursement or indemnity obligations relating thereto) payable under the agreements or instruments evidencing, any unaffiliated, third-party Indebtedness of the

27

Company and its Subsidiaries, whether now existing or hereafter arising (together with any renewals, refundings, refinancings or other extensions thereof), which is not made expressly subordinate in right of payment to the Indebtedness evidenced by this Note and the Other Notes. Without limitation of the generality of the foregoing, Senior Indebtedness shall include the obligations of the Company to its current senior secured lender, Comerica Bank and any participants with Comerica Bank in such Indebtedness (the “COMERICA OBLIGATIONS”), and the Comerica Obligations are designated as Senior Indebtedness. The Company may from time to time designate by written notice to the Holder the obligations, in addition to the Comerica Obligations, which constitute Senior Indebtedness.

(s) “SUBSIDIARIES” means any entity in which the Company, directly or indirectly, owns capital stock or holds an equity or similar interest.

(t) “TRADING DAY” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York Time).

(u) “WEIGHTED AVERAGE PRICE” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market during the period beginning at 9:30:01 a.m., New York Time (or such other time as the Principal Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York Time (or such other time as the Principal Market publicly announces is the official close of trading) as reported by Bloomberg through its “Volume at Price” functions, or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York Time (or such other time as such market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York Time (or such other time as such market publicly announces is the official close of trading) as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Weighted Average Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 22. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the Issuance Date set out above.

NOBLE INTERNATIONAL, LTD.
By:	/s/ Michael C. Azar
Name:	Michael C. Azar
Title:	Vice President and Secretary

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EXHIBIT I

NOBLE INTERNATIONAL, LTD. CONVERSION NOTICE

Reference is made to the Convertible Subordinated Note (the “Note”) issued to the undersigned by Noble International, Ltd. (the “Company”). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount (as defined in the Note) of the Note indicated below into shares of Common Stock, par value $0.00067 per share (the “Common Stock”), of the Company as of the date specified below.

Date of Conversion:

________________________________

Aggregate Conversion Amount to be converted:

____________________

The undersigned hereby certifies to the Company that the Company’s conversion of the amount set forth above in accordance with Section 3(a) of the Note will not directly result in the undersigned (together with the undersigned’s affiliates) beneficially owning in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion, calculated in accordance with Section 3(d)(i) of the Note or in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion, calculated in accordance with Section 3(d)(ii) of the Note, as applicable.

Please confirm the following information:

Conversion Price:

________________________________

Number of shares of Common Stock to be issued:

____________________

Please issue the Common Stock into which the Note is being converted in the following name and to the following address:

Issue to:

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Facsimile Number:

Authorization:

By:

Title:

Dated:

Account Number:

(if electronic book entry transfer)

Transaction Code Number:

(if electronic book entry transfer)

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ACKNOWLEDGMENT

The Company hereby acknowledges this Conversion Notice and hereby directs [Transfer Agent] to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated March 23, 2004 from the Company and acknowledged and agreed to by [Transfer Agent].

NOBLE INTERNATIONAL, LTD.

By:

Name:

Title:

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EX-10.3

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 11, 2006, by and among Noble International, Ltd., a Delaware corporation, with headquarters located at 28213 Van Dyke Road, Warren, Michigan 48093 (the “Company”) and Whitebox Convertible Arbitrage Partners, L.P., a British Virgin Islands limited partnership, Whitebox Convertible Diversified Arbitrage Partners, L.P., a British Virgin Islands limited partnership and Guggenheim Portfolio Company XXXI, LLC, a              limited liability company, and HFR RVA Combined Master Trust, a Bermuda unit trust (each, a “Buyer” and collectively, the “Buyers”).

WHEREAS:

A. The parties have agreed to amend and restate on the date hereof certain convertible subordinated notes of the Company (the “Notes”), which are convertible into shares of the Company’s common stock, par value $.00067 per share (the “Common Stock”) (as converted, the “Conversion Shares”) in accordance with the terms of the Notes;

B. The Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933 Act”), and applicable state securities laws.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Buyers hereby agree as follows:

1. Definitions.

As used in this Agreement, the following terms shall have the following meanings:

a. “BUSINESS DAY” means any day other than Saturday, Sunday or any other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

b. “INVESTOR” means a Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9.

c. “PERSON” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and governmental or any department or agency thereof.

d. “REGISTER,” “REGISTERED,” and “REGISTRATION” refer to a registration effected by preparing and filing one or more Registration Statements (as defined below) in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor rule

providing for offering securities on a continuous or delayed basis (“RULE 415”), and the declaration or ordering of effectiveness of such Registration Statement(s) by the United States Securities and Exchange Commission (the “SEC”).

e. “REGISTRABLE SECURITIES” means (i) the Conversion Shares issued or issuable upon conversion of all of the Notes, (ii) any Shares issued or issuable upon payment of the Notes, including the Make-Whole Premium (as defined in the Notes), (iii) any Shares issued or issuable upon payment of the Registration Delay Payments, (iv) any shares of capital stock issued or issuable with respect to the Notes or the Conversion Shares as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversions of the Notes, and (v) any shares of capital stock of any entity issued in respect of the capital stock referenced in the immediately preceding clauses (i), (ii), (iii) and (iv) as a result of a merger, consolidation, sale of assets, sale or exchange of capital stock or other similar transaction; provided, that the Conversion Shares will cease to be Registrable Securities at such time as they have been sold under a Registration Statement or pursuant to Rule 144 under the 1933 Act or such time as they are eligible to be sold pursuant to Rule 144(k).

f. “REGISTRATION PERIOD” means the period between the date of this Agreement and the earliest of (i) the second anniversary of the date of this Agreement or (ii) the date on which all of the Registrable Securities have been sold by the Investors under a Registration Statement or pursuant to Rule 144, or otherwise.

g. “REGISTRATION STATEMENT” means a registration statement or registration statements of the Company filed under the 1933 Act covering the Registrable Securities.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement dated March 24, 2004 (the “Securities Purchase Agreement”) or the Notes, as applicable.

2. Registration.

a. Mandatory Registration. The Company shall use its reasonable best efforts to prepare, and, as soon as practicable but in no event later than seventy five (75) days after the date hereof (the “Filing Deadline”), file with the SEC a Registration Statement on Form S-3 covering the resale of all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d). The Registration Statement prepared pursuant hereto shall register the Registrable Securities for resale, including at least 125% of the number of shares of Common Stock issuable upon conversion of the Notes, subject to adjustment as provided in Section 2(e), and shall contain the “Plan of Distribution” section attached hereto as Annex I. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the date which is one hundred thirty five (135) days after the date hereof (the “Effectiveness Deadline”).

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b. Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and each increase in the number of Registrable Securities included therein pursuant to Section 2(e) shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority of the Registrable Securities.

c. Legal Counsel. Subject to Section 5 hereof, the Investors holding at least a majority of the Registrable Securities shall have the right to select one legal counsel to review and oversee any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Messerli & Kramer P.A. or such other counsel as thereafter designated by the holders of at least a majority of the Registrable Securities. The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company’s obligations under this Agreement.

d. Ineligibility for Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the holders of at least a majority of the Registrable Securities and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

e. Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 110% of the number of such Conversion Shares as of the trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than thirty (30) days after the Company becomes aware of the necessity therefor arises (excluding any applicable Allowable Grace Period). The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under such Registration Statement is less than 125% of the number of Conversion Shares issued

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and issuable upon conversion of the Notes. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes and such calculation shall assume that the Notes are convertible into shares of Common Stock, assuming the initial outstanding principal amount of the Notes remains outstanding through the scheduled maturity date and assuming no conversions or redemptions of the Notes prior to the scheduled maturity date, are issuable at the then prevailing the Conversion Rate (as defined in the Notes ).

f. Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock) (a “Maintenance Failure”), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0 %) of the aggregate Principal (as defined in the Notes) of such Investor’s Notes convertible into Conversion Shares included in such Registration Statement (to the extent that such Conversion Shares have not been sold) on (i) each of the day of a Filing Failure, the day of an Effectiveness Failure and the initial day of a Maintenance Failure and (ii) each of the following dates: on every 30^th day after the day of a Filing Failure and thereafter (prorated for periods totaling less than thirty (30) days) until such Filing Failure is cured; on every 30^th day after the day of an Effectiveness Failure and thereafter (prorated for periods totaling less than thirty (30) days) until such Effectiveness Failure is cured; and on every 30^th day after the initial day of a Maintenance Failure and thereafter (prorated for periods totaling less than thirty (30) days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments” and shall cease to accrue upon termination of the Registration Period. Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make any Registration Delay Payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month, or such lower maximum amount as is permitted by law, (prorated for partial months) until paid in full.

3. Related Obligations.

At such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Section 2(a), 2(d) or 2(e), the Company will use its best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:

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a. The Company shall submit to the SEC, within two (2) Business Days after the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff of the SEC has no further comments on a particular Registration Statement, as the case may be, a request for acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request. The Company shall keep each Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date as of which the Investors may sell all of the Registrable Securities covered by such Registration Statement without restriction pursuant to Rule 144(k) (or successor thereto) promulgated under the 1933 Act or (ii) the date on which the Investors shall have sold all the Registrable Securities covered by such Registration Statement (the “Registration Period”). The Company shall ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading.

b. The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement.

c. The Company shall (A) permit Legal Counsel to review and comment upon (i) a Registration Statement at least three (3) Business Days prior to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports) within a reasonable number of days prior to their filing with the SEC, and (B) not file any Registration Statement or amendment or supplement thereto in a form to which Legal Counsel reasonably objects. The Company shall not submit a request for acceleration of the effectiveness of a Registration Statement or any amendment or supplement thereto without the prior approval of Legal Counsel, which consent shall not be unreasonably withheld. The Company shall furnish to Legal Counsel, without charge, (i) copies of any correspondence from the SEC or

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the staff of the SEC to the Company or its representatives relating to any Registration Statement, (ii) promptly after the same is prepared and filed with the SEC, one copy of any Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents, including exhibits if reasonably requested by the Investor, incorporated therein by reference, if requested by an Investor and not otherwise available on the EDGAR system, and all other exhibits and (iii) upon the effectiveness of any Registration Statement, one copy of the prospectus included in such Registration Statement and all amendments and supplements thereto. The Company shall reasonably cooperate with Legal Counsel in performing the Company’s obligations pursuant to this Section 3.

d. The Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge, (i) promptly after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents, including exhibits, incorporated therein by reference, if requested by an Investor and not otherwise available on the EDGAR system, all other exhibits if reasonably requested by the Investor and each preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, ten (10) copies of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as such Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.

e. The Company shall use its reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Investor may reasonably request, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel and each Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.

f. The Company shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as practicable after becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were

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made, not misleading (provided that in no event shall such notice contain any material, nonpublic information), and, subject to Section 3(r), promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement or amendment to Legal Counsel and each Investor (or such other number of copies as Legal Counsel or such Investor may reasonably request). The Company shall also promptly notify Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel and each Investor by facsimile on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate.

g. The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify Legal Counsel and each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

h. If any Investor is required under applicable securities law to be described in the Registration Statement as an underwriter, at the reasonable request of such Investor, the Company shall furnish to such Investor, on the date of effectiveness of the Registration Statement and thereafter from time to time on such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company’s independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to such Investors, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to such Investor.

i. Upon the written request of any Investor of holding at least 20% of the Registrable Securities) in connection with such Investor’s due diligence requirements, the Company shall make available for inspection by (i) such Investor, (ii) Legal Counsel and (iii) one firm of accountants or other agents retained by such Investor (collectively, the “Inspectors”), all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and cause the Company’s officers, directors and employees to supply all information which any Inspector may reasonably request; provided, however, that each Inspector shall agree in writing (in a form reasonably acceptable to the Company) to hold in strict confidence and shall not make any disclosure (except to an Investor) or use of any Record or other information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the 1933 Act, (b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or

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government body of competent jurisdiction, or (c) the information in such Records has been made generally available to the public other than by disclosure in violation of this or any other agreement of which the Inspector has knowledge. Each Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and any Investor) shall be deemed to limit the Investors’ ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations.

j. The Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws or applicable rules and regulations of NASDAQ or any other relevant market or exchange, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement of which the Company has knowledge. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

k. The Company shall use its reasonable best efforts either to (i) cause all the Registrable Securities covered by a Registration Statement to be listed on each securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation and quotation of all the Registrable Securities covered by a Registration Statement on The Nasdaq National Market, or (iii) if, despite the Company’s reasonable best efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in satisfying the preceding clause (i) or (ii), to secure the inclusion for quotation on The Nasdaq SmallCap Market for such Registrable Securities, and, without limiting the generality of the foregoing, to use its reasonable best efforts to arrange for at least two market makers to register with the National Association of Securities Dealers, Inc. as such with respect to such Registrable Securities. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(k).

l. The Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Investors may reasonably request and registered in such names as the Investors may request.

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m. If requested by an Investor, the Company shall (i) as soon as practicable incorporate in a prospectus supplement or post-effective amendment such information as an Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) as soon as practicable make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) as soon as practicable, supplement or make amendments to any Registration Statement if reasonably requested by an Investor holding any Registrable Securities.

n. The Company shall use its best efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.

o. The Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the effective date of a Registration Statement.

p. The Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.

q. Within two (2) Business Days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.

r. Notwithstanding anything to the contrary herein, at any time after the Registration Statement has been declared effective by the SEC, the Company may delay the disclosure of material non-public information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a “Grace Period”); provided, that the Company shall promptly (i) notify the Investors in writing of the existence of material non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the content of such material non-public information to the Investors), the date on which the Grace Period will begin, and the fact that the use of the Registration Statement has been suspended, and (ii) notify the Investors in writing of the date on which the Grace Period ends and that the use of the Registration Statement may be resumed; and, provided further, that no Grace Period shall exceed twenty (20) consecutive days and during any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of forty-five (45) days and the first day of any Grace Period must be at least two (2)

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trading days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Investors receive the notice referred to in clause (i) and shall end on and include the later of the date the Investors receive the notice referred to in clause (ii) and the date referred to in such notice. During the period of any Allowable Grace Period, the provisions of Section 3(f) hereof shall not be applicable and the use of the Registration Statement shall be suspended. Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section 3(f) with respect to the information giving rise thereto unless such material non-public information is no longer applicable. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale, and delivered a copy of the prospectus included as part of the applicable Registration Statement, prior to the Investor’s receipt of the notice of a Grace Period and for which the Investor has not yet settled.

4. Obligations of The Investors.

a. At least seven (7) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish, in a manner consistent with the last sentence of this Section 4(a), to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. All such information provided to the Company by an Investor pursuant to the prior sentence shall be in writing, and such writing shall expressly acknowledge that the information is being provided for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto.

b. Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Investor has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration Statement.

c. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in connection with any sale of Registrable Securities

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with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) and for which the Investor has not yet settled.

5. Expenses of Registration.

All reasonable expenses, other than underwriting discounts and commissions (which shall be borne by the Investors), incurred in connection with the performance of the Company’s obligations hereunder and under the transactions contemplated hereby, including registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company shall be paid by the Company. The Company shall also reimburse the Investors for the fees and disbursements of Legal Counsel in connection with registration, filing or qualification pursuant to Sections 2 and 3 of this Agreement which amount shall be limited to $10,000 for the Registration Statement.

6. Indemnification.

In the event any Registrable Securities are included in a Registration Statement under this Agreement:

a. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the directors, officers, partners, employees, agents, representatives of, and each Person, if any, who controls any Investor within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively, “Claims”), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or (iv)

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any material violation of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (w) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person for such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(d); (x) with respect to any preliminary prospectus, shall not inure to the benefit of any such Indemnified Person from whom the Person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any Person controlling such Person) if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected in the prospectus, as then amended or supplemented, and if such prospectus was timely made available by the Company pursuant to Section 3(d), and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice, used it or failed to deliver the correct prospectus as required by the 1933 Act and such correct prospectus was timely made available pursuant to Section 3(d); (y) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company, including a corrected prospectus, if such prospectus or corrected prospectus was timely made available by the Company pursuant to Section 3(d); and (z) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9.

b. In connection with any Registration Statement in which an Investor is participating, each such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon: (y) any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement or any post-effective amendment thereof or any prospectus contained therein, or (z) any failure by such Investor to comply with the prospectus delivery requirements (or the 1933 Act, the 1934 Act, or any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement) or any covenant or agreement contained in the Securities Purchase Agreement or this Agreement; and, subject to Section 6(c), such Investor will reimburse any legal or other expenses reasonably incurred by an Indemnified Party in connection with

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investigating or defending any such Claim as promptly as such expenses are incurred and are due and payable; provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that an Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(b) with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

c. Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of the Indemnified Person or the Indemnified Party, as the case may be, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. In the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Registrable Securities included in the Registration Statement to which the Claim relates. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or

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Indemnified Person of a release from all liability in respect to such Claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

d. The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.

e. The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

7. Contribution.

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no contribution shall be made under circumstances the maker would not have been liable for indemnification under the fault standards set forth in Section 6, (ii) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities pursuant to such Registration Statement.

8. Rule 144A Information.

The Company shall, upon request of any Investor, make available to such Investor the information required by Rule 144A(d)(4) (or any successor rule) under the Securities Act.

9. Assignment of Registration Rights.

The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under

14

the 1933 Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.

10. Amendment of Registration Rights.

Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investors who then hold at least a majority of the Registrable Securities. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

11. Termination of Obligations.

The obligations of the Company pursuant to Sections 3 and 4 hereof shall cease and terminate upon the expiration of the Registration Period.

12. Miscellaneous.

a. A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the record owner of such Registrable Securities.

b. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

Noble International, Ltd.

28213 Van Dyke Road

Warren, MI 48093

Telephone: (586) 751-5600

Facsimile: (586) 751-5601

Attention: Office of General Counsel

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with a copy to:

Foley and Lardner LLP

150 West Jefferson Avenue

Suite 1000

Detroit, MI 48226

Telephone: (313) 963-6200

Facsimile: (313) 963-9308

Attention: Patrick Daugherty, Esq.

If to the Buyers, in care of:

Whitebox Advisors, LLC

3033 Excelsior Boulevard, Suite 300

Minneapolis, MN 55416

Facsimile: (612) 253-6151

Attention: Jonathan Woof, Chief Financial Officer

If to Legal Counsel:

Messerli & Kramer PA

150 South Fifth Street, Suite 1800

Minneapolis, MN 55402

Facsimile: (612) 672-3777

Attention: Jeffrey C. Robbins, Esq.

Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

c. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

d. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any

16

transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

e. This Agreement, the Securities Purchase Agreement, the letter agreement between the Company and the Buyers of even date herewith, the Notes, the Closing Certificate of the Company, the Closing Certificate of the Buyers and the instruments and documents referenced herein and therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the Securities Purchase Agreement, the letter agreement between the Company and the Buyers of even date herewith, the Notes, the Closing Certificate of the Company, the Closing Certificate of the Buyers and the instruments and documents referenced herein and therein supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.

f. Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto.

g. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

h. This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

i. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

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j. All consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise specified in this Agreement, by Investors holding at least a majority of the Registrable Securities, determined as if all the Notes then outstanding have been converted to Common Stock without regard to any limitations on exercises of the Notes.

k. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party.

l. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

[Remainder of Page Intentionally Left Blank.]

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IN WITNESS WHEREOF, each of the parties have caused their respective signature page to this Registration Rights Agreement to be duly executed as of day and year first above written.

COMPANY:

NOBLE INTERNATIONAL, LTD.

By:

Name:

Title:

[Signature Page to Registration Rights Agreement]

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IN WITNESS WHEREOF, each of the parties have caused their respective signature page to this Registration Rights Agreement to be duly executed as of day and year first above written.

BUYERS:

Whitebox Convertible Arbitrage Partners, L.P.

By: Whitebox Convertible Arbitrage Advisors, LLC, its Managing Member

By: Whitebox Advisors, LLC, its Managing Member

By: Jonathan Wood, Chief Financial Officer

Whitebox Diversified Convertible Arbitrage Partners, L.P.

By: Whitebox Diversified Convertible Arbitrage Advisors, LLC, its Managing Member

By: Whitebox Advisors, LLC, its Managing Member

By: Jonathan Wood, Chief Financial Officer

Guggenheim Portofolio Company XXXI, LLC

By: Whitebox Advisors, LLC, its Investment Manager

By: Jonathan Wood, Chief Financial Officer

HRF RVA Combined Master Trust

By: Whitebox Advisors, LLC, its Investment Manager

By: Jonathan Wood, Chief Financial Officer

[Signature Page to Registration Rights Agreement]

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EXHIBIT A

FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT

Attn:                     

Re: Noble International, Ltd.

Ladies and Gentlemen:

We are counsel to Noble International, Ltd., a Delaware corporation (the “Company”), and have represented the Company in connection with the issuance of its amended and restated convertible notes (the “Notes”), convertible into shares of the Company’s Common Stock, par value $.00067 per share (the “Common Stock”). The Company also has entered into a Registration Rights Agreement dated as of October     , 2006 (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the resale of the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of its Common Stock issuable upon conversion of the Notes under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on                          , 2006, the Company filed a Registration Statement on Form S-1 (File No. 333-            ) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder.

In connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement.

Very truly yours,

[ISSUER’S COUNSEL]

By:

CC: [LIST NAMES OF HOLDERS]

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ANNEX I

PLAN OF DISTRIBUTION

The selling securityholders may, from time to time, sell any or all of the securities offered by this prospectus on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling securityholders may use any one or more of the following methods when selling the notes or the shares of common stock:

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• short sales;

• broker-dealers may agree with the selling securityholders to sell a specified number of such securities at a stipulated price;

• a combination of any such methods of sale; and

• any other method permitted pursuant to applicable law.

The selling securityholders may also sell the securities under Rule 144 or Rule 144A under the Securities Act, if available, rather than under this prospectus.

The selling securityholders may also engage in short sales against the box, puts and calls and other transactions in our securities or derivatives of our securities and may sell or deliver shares in connection with these trades.

Broker-dealers engaged by the selling securityholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling securityholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the

22

purchaser) in amounts to be negotiated. The selling securityholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock or notes by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of notes or shares of common stock will be borne by a selling securityholder. The selling securityholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the notes or shares of common stock if liabilities are imposed on that person under the Securities Act.

The selling securityholders may from time to time pledge or grant a security interest in some or all of the notes or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the notes or shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling securityholders to include the pledgee, transferee or other successors in interest as selling securityholders under this prospectus.

The selling securityholders also may transfer the notes and shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the notes and shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling securityholders to include the pledgee, transferee or other successors in interest as selling securityholders under this prospectus.

The selling securityholders and any broker-dealers or agents that are involved in selling the notes and shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the notes and shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The selling securityholders have advised us that they have acquired their securities in the ordinary course of business and they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their notes or shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of notes or shares of common stock by any selling securityholder. If we are notified by any selling securityholder that any material arrangement has been entered into with a broker-dealer for the sale of notes or shares of common stock, if required, we will file a supplement to this prospectus

We are required to pay all fees and expenses incident to the registration of the notes or shares of common stock. We have agreed to indemnify the selling securityholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

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EX-99.1

Exhibit 99.1

NOBLE ACQUIRES PULLMAN INDUSTRIES

NOBLE EXPANDS STRUCTURAL TUBE PRODUCT LINE AND CAPABILITIES

NOBLE PROVIDES 2007 EPS GUIDANCE OF $1.50

WARREN, MI – OCTOBER 12, 2006 – Noble International, Ltd. (“Noble” or the “Company”) (NASDAQ: NOBL) announced it has acquired the stock of Pullman Industries, Inc. (“Pullman”), a leading manufacturer of tubular and shaped structures using roll forming and other processes, primarily for the automotive industry. Pullman is headquartered in Troy, Michigan, and operates four manufacturing facilities in the United States and two in Mexico. The purchase price was approximately $120 million including the assumption of debt and deferred consideration. The purchase price represents a multiple of 4x Pullman’s projected 2007 earnings before interest, taxes, depreciation and amortization (“EBITDA”) of $30 million.

TUBES AND LASER WELDING TOGETHER WILL ENHANCE VEHICLE DESIGN

Pullman’s product line consists primarily of structural, impact and trim roll-formed components for automotive applications. Noble views Pullman’s expertise as an “enabling technology” that allows the Company to create more advanced tubular, shaped and enclosed formed structures to meet the future needs of the automotive industry. Combining roll forming and laser welding allows the Company to create more complex, finished impact and structural products, improving safety in more parts of the vehicle. This is particularly important as the need to produce safer and lighter vehicles gains momentum in the automotive industry. Both laser welding and roll forming offer similar advantages over costly, traditional stamping methods, including more efficient processing, better material utilization and lower total cost. The combination significantly reinforces Noble’s 21^st Century Auto Body Solutions^SM strategy.

Pullman’s current product line includes impact beams, sills, cross members, bumpers, load floors, plus door and window components. Pullman’s leadership as an innovator is demonstrated by its 17 patents and 23 patents pending, with a developmental emphasis on advanced high-strength steel applications. Both Noble and Pullman share a common focus on research and development in an effort to capture more of the value chain for vehicle structures. Both laser-welded and roll-formed structures offer superior product performance, higher profitability and lower cost versus older, competing technologies, with even greater advantages if the advanced processes are combined. By combining the research and development efforts of Noble and Pullman, Noble can more rapidly commercialize tubular structural applications for components such as pillars,

cross members, side sills and roof rails to improve rollover and side-impact protection. Management also believes increased adoption of these applications will lead to an acceleration of the use and benefits of the tubular space frame architecture.

NOBLE’S CEO COMMENTS ON BENEFITS OF THE PULLMAN ACQUISITION

Noble’s Chief Executive Officer, Thomas L. Saeli, commented on the acquisition, “Acquiring Pullman means Noble can offer a wider range of technologies and higher value solutions to our customers than ever before. Both Noble and Pullman are industry leaders in their product categories, laser welding and tubular, shaped and enclosed formed structural products, respectively. Combining Noble’s laser welding expertise with Pullman’s innovative roll forming capabilities enables us to drive 21^st Century Auto Body Solutions^SM into more vehicles and new geographic markets. Our collective design and product development capabilities support the industry’s move toward tubular structures that we believe are needed to meet regulatory requirements and customer demand for greater safety, yet lighter and more fuel-efficient vehicles.”

Mr. Saeli continued his comments, stating, “We believe that expanding our share of the value chain in advanced vehicle structures is critical to our continuing success. This acquisition allows us to increase the types of solutions we can offer automakers compared to where we are today. We have previously identified tubular structural products as an important area of growth for Noble, and Pullman provides us with an immediate leadership position.”

“Pullman gives us additional low labor cost manufacturing capacity with two facilities in Mexico, as well as customer diversification through important business relationships with Nissan and VW. Pullman’s office furniture operations will also provide us the opportunity to apply our laser-welded blank technology to industries outside of automotive, something that we have talked about frequently in the past.”

“Noble expects automakers to seek out suppliers with innovative technology and high quality who can deliver structural modules and systems for vehicles worldwide. Expanding our reach into new areas of the vehicle structure as well as new markets worldwide is a major goal of combining our two industry-leading companies. In our view, combining Noble and Pullman is the right move for the industry, consumers, and most importantly, our shareholders.”

NOBLE INCREASES SIZE OF CREDIT FACILITY

In connection with the Pullman acquisition, Noble has increased its bank credit facilities. Noble entered into an agreement for a five-year credit facility incorporating a $70 million term loan and a $40 million revolving line of credit. Borrowings under this facility are being used to fund a portion of the acquisition. Management estimates that by the end of 2007, its ratio of total senior debt to projected EBITDA should be in the range of 1.0 to 1.2x.

NOBLE PURCHASES SET PREFERRED STOCK

Noble has purchased Sumitomo Corporation and Sumitomo Corporation of America’s (collectively “Sumitomo”) investment of preferred stock in SET Enterprises, Inc. (“SET”) for $2.0 million. Noble’s agreement to purchase Sumitomo’s investment follows a comprehensive financial restructuring of SET that put in place new bank financing and strengthened its balance sheet, resulting in a positive net worth in excess of $25 million. As part of the agreement, Noble will provide to SET certain support services. SET is a certified Minority Business Enterprise and currently supplies component blanks to Noble. Noble will account for the investment under the equity method of accounting.

Steven A. Prue, Noble’s President, stated, “Formalizing our ties with SET allows us to expand our presence within the value chain for laser-welded structures. As we develop more complex structures for future products, we believe having a closer partnership with a critical supplier will prove to be an important competitive advantage to Noble.”

SUBORDINATED CONVERTIBLE NOTES

In the third quarter, Noble voluntarily redeemed $7.5 million of its 4% convertible subordinated notes (“Notes”). Early in the fourth quarter, the Company agreed to amended terms with the holders of the remaining $32.5 million of the Notes. The amended convertible subordinated notes (“Amended Notes”) have a five-year maturity and pay 6% interest semi-annually. The Amended Notes are convertible into common stock at $18.50 per share. The conversion price resets to 125% of the 45-day trailing average closing price as of July 1, 2007.

FINANCIAL GUIDANCE UPDATE

Noble expects the acquisition of Pullman to add $200 - $215 million in revenue for 2007. Total revenue for 2007 is expected to be approximately $690 million, with EBITDA of approximately $75 million. Projected 2007 EBITDA is expected to more than double compared to Noble’s estimated 2006 EBITDA of $32 million. Management projects 2007 earnings of approximately $22 million, an increase of 70% over expected 2006 earnings of approximately $13 million. For 2007, the Company projects diluted EPS of approximately $1.50.

The Company expects to review its organizational structure following the Pullman acquisition to determine the best way to combine our two companies. Management has reduced its estimates for revenue and earnings for 2006 due to various transaction and financing-related costs, expected integration expenses and the impact of lower vehicle production.

Revenue for 2006 is projected to be in the range of $400 - $410 million excluding sales from Pullman, below previous estimates due to lower than projected vehicle production. Noble expects full-year 2006 earnings in the range of $0.90 - $0.95 per diluted share. Due to integration and transaction costs, management does not expect Pullman to contribute to 2006 earnings.

CONFERENCE CALL ANNOUNCEMENT

Noble plans to host a conference call to discuss the Pullman acquisition and operating expectations for the remainder of 2006 and 2007, Friday, October 13, 2006 at 10 AM EDT. The dial-in number for the call is 800-632-2975 or 973-935-8755. The conference ID number is 7936061. A digital replay of the call will be available through October 20, 2006 by dialing 877-519-4471 or 973-341-3080 and entering the conference ID number.

Noble will post an investor presentation highlighting the Pullman acquisition on its website, www.nobleintl.com, prior to the conference call. Additional information regarding Pullman can be found on its website at www.pullmanind.com.

USE OF NON-GAAP FINANCIAL INFORMATION

In addition to the results reported in accordance with accounting principles generally accepted in the United States (“GAAP”) included throughout this news release, the Company has provided information regarding “EBITDA” (a non-GAAP financial measure). EBITDA represents earnings from continuing operations before income tax, plus interest expense, depreciation and amortization.

EBITDA is not presented as, and should not be considered an alternative measure of operating results or cash flows from operations (as determined in accordance with generally accepted accounting principles), but are presented because they are widely accepted financial indicators of a company’s ability to incur and service debt. While widely used, however, EBITDA is not identically calculated by companies presenting EBITDA and is, therefore, not necessarily an accurate means of comparison and may not be comparable to similarly titled measures disclosed by other companies.

Management believes that EBITDA is useful to both management and investors in their analysis of the Company’s ability to service and repay its debt. Further, management uses EBITDA for planning and forecasting in future periods.

For a reconciliation of EBITDA to net income from continuing operations, see the attached financial information and supplemental data.

SAFE HARBOR STATEMENT

Certain statements made by Noble International, Ltd. in this and other periodic oral and written statements, including filings with the Securities and Exchange Commission, may be “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, as well as statements which address operating performance, events or developments that we believe or expect to occur in the future, including those that discuss strategies, goals, outlook or other non-historical matters, or which relate to future sales or earnings expectations, cost savings, awarded sales, volume growth, earnings or a general belief

in our expectations of future operating results, are forward-looking statements. The forward-looking statements are made on the basis of management’s assumptions and estimations. As a result, there can be no guarantee or assurance that these assumptions and expectations will in fact occur. The forward-looking statements are subject to risks and uncertainties that may cause actual results to materially differ from those contained in the statements. Some, but not all, of the risks include our ability to obtain future sales; our ability to successfully integrate acquisitions; changes in worldwide economic and political conditions, including adverse effects from terrorism or related hostilities including increased costs, reduced production or other factors; costs related to legal and administrative matters; our ability to realize cost savings expected to offset price concessions; inefficiencies related to production and product launches that are greater than anticipated; changes in technology and technological risks; increased fuel costs; work stoppages and strikes at our facilities and that of our customers; the presence of downturns in customer markets where the Company’s goods and services are sold; financial and business downturns of our customers or vendors; and other factors, uncertainties, challenges, and risks detailed in Noble’s public filings with the Securities and Exchange Commission. Noble does not intend or undertake any obligation to update any forward-looking statements.

For more information contact:

Greg Salchow

Noble International, Ltd.

(586) 751-5600