10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             .

Commission File No.: 001-13581

NOBLE INTERNATIONAL, LTD.

(Exact name of registrant as specified in its charter)

Delaware	38-3139487
(State of incorporation)	(I.R.S. Employer Identification No.)

840 W. Long Lake Rd., Suite 601 Troy, Michigan	48098
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (248) 519-0700

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨	Accelerated filer  x
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)	Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of shares of the registrant’s common stock outstanding as of October 31, 2008 was 23,673,407.

NOBLE INTERNATIONAL, LTD.

TABLE OF CONTENTS

		Page
Part I – Financial Information
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	37
Part II – Other Information
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Submission of Matters to a Vote of Security Holders	41
Item 5.	Other Information	41
Item 6.	Exhibits	41

***

The matters discussed in this Quarterly Report (“Report”) on Form 10-Q contain certain forward-looking statements of Noble International, Ltd. (the “Company”). For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “expect,” “believe,” “anticipate,” “estimate,” or “continue,” the negative or other variations thereof, or comparable terminology, are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, including continued market demand for the types of products and services produced and sold by the Company, change in worldwide economic and political conditions and associated impact on interest and foreign exchange rates, the level of sales by original equipment manufacturers of vehicles for which the Company supplies parts, the successful integration of companies acquired by the Company, and changes in consumer debt levels.

2

Part I – Financial Information

Item 1. Financial Statements

NOBLE INTERNATIONAL, LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in thousands, except per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
Net sales	$	238,373		$	211,946		$	867,420		$	554,674
Cost of sales		232,940			200,700			806,916			515,829
Gross margin		5,433			11,246			60,504			38,845
Selling, general and administrative expenses		18,482			10,838			58,599			26,094
Operating (loss) profit		(13,049	)		408			1,905			12,751
Interest income		130			90			390			249
Interest expense		(3,144	)		(3,954	)		(14,926	)		(10,102	)
Litigation award		16,293			—			16,293			—
Loss on extinguishment of debt		(425	)		—			(1,354	)		(3,285	)
Net loss on derivative instruments		—			(1,296	)		—			(3,047	)
Other income, net		2,184			78			5,231			1,307
Income (loss) before income taxes, minority interest and equity loss		1,989			(4,674	)		7,539			(2,127	)
Income tax benefit		(3,524	)		(1,477	)		(5,514	)		(1,347	)
Income (loss) before minority interest and equity loss		5,513			(3,197	)		13,053			(780	)
Minority interest, net of tax		45			(192	)		(482	)		(656	)
Equity loss, net of tax		(300	)		(158	)		(334	)		(449	)
Net income (loss)	$	5,258		$	(3,547	)	$	12,237		$	(1,885	)
Basic earnings (loss) per common share	$	0.22		$	(0.21	)	$	0.52		$	(0.12	)
Diluted earnings (loss) per common share	$	0.22		$	(0.21	)	$	0.51		$	(0.12	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

NOBLE INTERNATIONAL, LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in thousands)

	September 30, 2008		December 31, 2007
ASSETS
Current Assets:
Cash and cash equivalents	$	5,331	$	3,332
Accounts receivable, trade, net		155,259		160,664
Inventories, net		63,587		81,500
Unbilled customer tooling, net		3,775		8,825
Prepaid expenses		4,024		3,804
Income taxes receivable		8,782		5,842
Value added tax receivable		5,878		11,117
Deferred income taxes		3,184		3,781
Assets held for sale		1,425		—
Other current assets		10,726		12,625
Total Current Assets		261,971		291,490
Property, Plant and Equipment, net		243,549		264,163
Other Assets:
Goodwill		141,074		155,100
Other intangible assets, net		72,846		78,330
Other assets, net		13,252		14,608
Total Other Assets		227,172		248,038
Total Assets	$	732,692	$	803,691
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	146,855	$	152,868
Accrued liabilities		27,968		35,125
Valued added tax payable		5,034		3,831
Current maturities of long-term debt		31,693		49,795
Contingent consideration		—		14,746
Income taxes payable		451		1,021
Total Current Liabilities		212,001		257,386
Long-Term Liabilities:
Long-term debt, excluding current maturities		130,770		205,690
Convertible subordinated notes		86,216		36,216
Deferred income taxes		33,112		35,605
Other liabilities		10,642		10,018
Total Long-Term Liabilities		260,740		287,529
Minority Interest		6,123		5,641
Commitments and Contingencies (Note 16)
Stockholders’ Equity
Common stock		16		16
Additional paid-in capital		223,119		222,057
Retained earnings		24,555		16,109
Accumulated other comprehensive income, net		6,138		14,953
Total Stockholders’ Equity		253,828		253,135
Total Liabilities and Stockholders’ Equity	$	732,692	$	803,691

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

NOBLE INTERNATIONAL, LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)

	Nine Months Ended September 30,
	2008			2007
Cash flows from operating activities:
Net income (loss)	$	12,237		$	(1,885	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Minority interest		482			656
Equity loss		334			449
Litigation award		(14,000	)		—
Loss on extinguishment of debt		1,304			3,285
Net loss on derivative instruments		—			263
Amortization of financing fees included in interest expense		1,342			372
Depreciation and amortization		40,679			17,854
Loss on impairment of property, plant and equipment		2,251			—
Deferred income taxes		(2,076	)		(584	)
Share-based compensation expense		230			745
Gain on sale of property, plant and equipment		(233	)		(7	)
Subtotal of net income (loss) as adjusted for non-cash items		42,550			21,148
Changes in operating assets and liabilities, net of acquisitions and foreign exchange:
Accounts receivable		1,240			(42,963	)
Inventories		16,762			602
Prepaid and other assets		12,802			9,948
Accounts payable		(676	)		34,075
Income taxes payable or receivable		(3,333	)		(764	)
Accrued liabilities		3,862			(6,048	)
Excess tax benefit from share-based compensation arrangements		(183	)		(187	)
Subtotal of changes in operating assets and liabilities		30,474			(5,337	)
Net cash provided by operating activities		73,024			15,811
Cash flows from investing activities:
Purchases of property, plant and equipment		(25,740	)		(19,906	)
Proceeds from sale of property, plant and equipment		1,753			224
Investment in joint ventures		(814	)		(1,250	)
Acquisition of businesses, net of cash acquired		—			(109,426	)
Net cash used in investing activities		(24,801	)		(130,358	)
Cash flows from financing activities:
Net (payments) borrowings on revolving credit facilities		(30,478	)		28,524
Borrowings on term loans		12,500			106,455
Repayments of borrowings under term loans		(99,661	)		(11,513	)
Repayments under other debt agreements		(4,971	)		(2,795	)
Proceeds from issuance of convertible subordinated debt		50,000			—
Proceeds from issuance of subordinated debt		31,249			—
Proceeds from issuance of common stock		187			1,802
Dividends paid on common stock		(3,791	)		(4,149	)
Financing fees		(1,222	)		(995	)
Excess tax benefit from share-based compensation arrangements		183			187
Net cash (used in) provided by financing activities		(46,004	)		117,516
Effect of exchange rate changes on cash and cash equivalents		(220	)		656
Net increase in cash and cash equivalents		1,999			3,625
Cash and cash equivalents at beginning of period		3,332			6,587
Cash and cash equivalents at end of period	$	5,331		$	10,212

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

NOBLE INTERNATIONAL, LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

(in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
Net income (loss)	$	5,258		$	(3,547	)	$	12,237		$	(1,885	)
Other comprehensive (loss) income:
Foreign currency translation adjustments, net		(23,156	)		10,562			(8,845	)		12,210
Change in unrecognized loss on derivative instruments and other, net		(404	)		(354	)		31			(296	)
Other comprehensive (loss) income		(23,560	)		10,208			(8,814	)		11,914
Comprehensive (loss) income	$	(18,302	)	$	6,661		$	3,423		$	10,029

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

NOBLE INTERNATIONAL, LTD.

Notes to Condensed Consolidated Financial Statements

Note 1 – Basis of Presentation

Basis of Presentation

The accompanying unaudited, condensed and consolidated financial statements of Noble International, Ltd. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting, and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, the financial statements for interim reporting do not include all of the information and notes or disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. Results for interim periods should not be considered indicative of results for a full year. The consolidated balance sheet for the year ended December 31, 2007 was derived from audited financial statements, but does not include all the disclosures required by GAAP. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K, as amended by Form 10-K/A, for the period ended December 31, 2007, as filed with the Securities and Exchange Commission (“SEC”).

The consolidated financial statements include the Company and the accounts of the Company’s subsidiaries in which it holds a controlling financial or management interest. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company applies the equity method of accounting for investments in voting stock which give it the ability to exercise significant influence over operating and financial policies of the investee. Significant influence is generally defined as 20% to 50% ownership in the voting stock of an investee. However, each investment in voting stock is analyzed to determine if other factors are present, such as representation on the investee’s board of directors, participation in policy making processes, material intercompany transactions, interchange of managerial personnel, or technological dependency, which may indicate the Company’s ability to exercise significant influence absent a voting stock ownership greater than 20%.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from these estimates.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurement” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements. SFAS 157 is effective, except as described below, for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. In February 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13,” which amends SFAS 157 to exclude FASB Statement No. 13,

7

NOBLE INTERNATIONAL, LTD.

Notes to Condensed Consolidated Financial Statements

“Accounting for Leases,” (“SFAS 13”) and other accounting pronouncements that address fair value measurements for purposes of lease classification or measurement under SFAS 13. In February 2008, the FASB issued FSP No. FAS 157-2, “Effective Date of FASB Statement No. 157,” which delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). On January 1, 2008, the Company adopted the provisions of SFAS 157 as it applies to financial assets and liabilities, and it did not have a material effect on its consolidated financial statements.

On January 1, 2008, the Company adopted SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective of SFAS 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently. The Company did not elect to re-measure any of its existing financial assets or liabilities under the provisions of SFAS 159.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment to ARB No. 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for the noncontrolling interest (minority interest) in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS 160 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. SFAS 160 also requires that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation to be accounted for as equity transactions if the parent retains its controlling financial interest in the subsidiary. Otherwise, transactions that result in deconsolidation of a subsidiary are recognized as gains or losses. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company does not believe that the adoption of SFAS 160 will have a material effect on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS 141(R)”), which retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. SFAS 141(R) requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. SFAS 141(R) retains the guidance in Statement 141 for identifying and recognizing intangible assets separately from goodwill and applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The Company does not believe the adoption of SFAS 141(R) will have a material effect on its consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities” (“SFAS 161”), which requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133,”Accounting for Derivative Instruments and Hedging Activities”, as amended (“SFAS 133”) and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with

8

NOBLE INTERNATIONAL, LTD.

Notes to Condensed Consolidated Financial Statements

early application encouraged. The Company does not believe that the adoption of SFAS 161 will have a material effect on its consolidated financial statements.

In April 2008, the FASB issued FSP No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”), which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets.” FSP 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The guidance contained in this FSP for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after the effective date. However, the disclosure requirements of FSP 142-3 must be applied prospectively to all intangible assets recognized in the Company’s financial statements as of the effective date. The Company does not believe that the adoption of FSP 142-3 will have a material effect on its consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”), which identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The Company does not believe that the adoption of SFAS 162 will have a material effect on its consolidated financial statements.

In June 2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP 03-6-1”), which addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share (EPS) under the two-class method described in paragraphs 60 and 61 of FASB Statement No. 128, “Earnings per Share.” FSP 03-6-1 indicates that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of EPS pursuant to the two-class method. FSP 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. All prior-period EPS data presented shall be adjusted retrospectively (including interim financial statements, summaries of earnings, and selected financial data) to conform with the provisions of this FSP. Early application is not permitted. The Company does not believe that the adoption of FSP 03-6-1 will have a material effect on its consolidated financial statements.

Note 2 – Earnings Per Share

Basic earnings per share are computed by dividing net income by the weighted-average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock or resulted in the issuance of common stock that then shared in the net income of the Company.

9

NOBLE INTERNATIONAL, LTD.

Notes to Condensed Consolidated Financial Statements

The following table reconciles the numerators and denominators of the basic and diluted per-share computations.

	Three Months Ended September 30,
	2008					2007
	Net Income (Numerator)		Shares (Denominator)	Per Share Amounts		Net Loss (Numerator)			Shares (Denominator)	Per Share Amounts
	(in thousands, except per share amounts)
Basic earnings (loss) per share	$	5,258	23,672	$	0.22	$	(3,547	)	17,267	$	(0.21	)
Effect of dilutive securities:
Share-based compensation		—	—		—		—		—		—
Convertible subordinated notes		910	4,841		—		—		—		—
Diluted earnings (loss) per share	$	6,168	28,513	$	0.22	$	(3,547	)	17,267	$	(0.21	)

	Nine Months Ended September 30,
	2008						2007
	Net Income (Numerator)		Shares (Denominator)	Per Share Amounts			Net Loss (Numerator)			Shares (Denominator)	Per Share Amounts
	(in thousands, except per share amounts)
Basic earnings (loss) per share	$	12,237	23,647	$	0.52		$	(1,885	)	15,178	$	(0.12	)
Effect of dilutive securities:
Share-based compensation		—	14		—			—		—		—
Convertible subordinated notes		1,039	2,248		(0.01	)		—		—		—
Diluted earnings (loss) per share	$	13,276	25,909	$	0.51		$	(1,885	)	15,178	$	(0.12	)

The following securities would have had an anti-dilutive effect on earnings (loss) per share and are therefore excluded from the computations above.

	Three Months Ended September 30,		Nine Months Ended September 30,
	2008	2007	2008	2007
	(in thousands)
Convertible subordinated notes	1,667	1,721	1,667	1,704

Note 3 – Supplemental Cash Flow Information

Purchases of property, plant, and equipment (“PP&E”) and changes in accounts payable have been adjusted in the Condensed Consolidated Statements of Cash Flows (Unaudited) to reflect PP&E amounts included in accounts payable. These increases in accounts payable were $2.1 million and $2.3 million, at September 30, 2008 and 2007, respectively. These adjustments allow for the presentation of actual cash paid for PP&E in each year presented.

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NOBLE INTERNATIONAL, LTD.

Notes to Condensed Consolidated Financial Statements

Supplemental cash flow information is as follows:

	Nine Months Ended September 30,
	2008		2007
	(in thousands)
Cash paid for interest	$	15,106	$	8,439
Cash paid for taxes, net	$	1,210	$	2,510

Note 4 – Inventories, Net

The major components of inventories, net are as follows:

	September 30, 2008			December 31, 2007
	(in thousands)
Raw materials	$	22,684		$	29,913
Work in process		14,363			16,220
Finished goods		26,906			36,089
Reserve for obsolete inventory		(366	)		(722	)
Total	$	63,587		$	81,500

Note 5 – Acquisitions

Tailored Laser-Welded Blank Business of Arcelor S.A.

In August 2007, the Company acquired substantially all of the tailored laser-welded blank business conducted by ArcelorMittal and its affiliates in Europe, India, China and the United States (the “Arcelor Business”) in exchange for (i) 9.375 million newly-issued shares of the Company’s common stock, (ii) cash payments of $116.3 million less capitalized lease obligations, accrued taxes and adjustments for working capital at closing and (iii) $15.0 million to be paid in the form of a 6% subordinated note maturing in 2012 (the “Arcelor Transaction”).

In connection with the Arcelor Transaction, ArcelorMittal, the Company and in certain instances, Mr. Robert J. Skandalaris, the Company’s chairman of the board of directors at the time of closing, entered into a number of additional agreements that address corporate governance matters and the rights of ArcelorMittal and Mr. Skandalaris as stockholders.

Standstill and Stockholder Agreement

Under the standstill and stockholder agreement, at the closing of the Arcelor Transaction, Mr. Skandalaris and ArcelorMittal agreed for two years from the closing of the Arcelor Transaction not to, among other things: (i) acquire any additional shares of the Company; (ii) solicit proxies or become a participant in an election contest without the other party’s permission; and (iii) enter into an arrangement with a third party with respect to voting, acquiring, holding or disposing of any of the Company’s securities. In addition, the Company and ArcelorMittal agreed for two years from the closing of the Arcelor Transaction not to: (i) acquire any additional shares of the other party; (ii) solicit proxies or become a participant in an election contest involving the other party; (iii) enter into an arrangement with a third party with respect to voting, acquiring, holding or disposing of any of the securities of the other

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NOBLE INTERNATIONAL, LTD.

Notes to Condensed Consolidated Financial Statements

party; (iv) seek to place a representative on the other party’s board of directors or seek to call a meeting of stockholders of the other party; or (v) solicit or assist any person with respect to any business transaction involving the other party.

Under the standstill and stockholder agreement, if ArcelorMittal were to sell 1.0 million or more shares of its common stock in the Company to a third party, then Mr. Skandalaris would have the right to sell his common stock in the Company (at the same price and on the same terms). Similarly, Mr. Skandalaris (or his estate) would have certain put rights to ArcelorMittal following his death, disability or removal from the Company’s board of directors or as the chairman thereof, but, if such rights were not exercised following the expiration of the put term, ArcelorMittal would have certain call rights to purchase all of Mr. Skandalaris’ stock. In addition, if the parties disagreed regarding a strategic matter for the Company, then ArcelorMittal would have the option to call all of Mr. Skandalaris’ shares at a pre-determined price. If ArcelorMittal did not exercise its call option, Mr. Skandalaris would have the option to put all of his shares to ArcelorMittal at a pre-determined price. If ArcelorMittal declined to purchase Mr. Skandalaris’ shares, then the standstill provisions preventing Mr. Skandalaris from selling his shares would terminate, but the other provisions of the standstill and stockholder agreement would remain in place. Lastly, should Mr. Skandalaris voluntarily resign from the Company’s board of directors or refuse to serve as a director, the restrictions on Mr. Skandalaris to sell his shares during the first two years following the closing of the Arcelor Transaction would no longer apply, except that ArcelorMittal would have a right of first refusal on any shares that Mr. Skandalaris determined to sell.

On March 20, 2008, the Company entered into an agreement and waiver with ArcelorMittal and the Company’s former chairman of the board, Mr. Skandalaris (the “Agreement and Waiver”), which waives the applicability to ArcelorMittal of the standstill provisions and other provisions of the standstill and stockholders agreement.

Registration Rights Agreement

Under the registration rights agreement, the Company granted to ArcelorMittal and Mr. Skandalaris registration rights with respect to the common shares ArcelorMittal received in the Arcelor Transaction and that Mr. Skandalaris had previously owned. These registration rights grant up to four demand registrations.

On March 20, 2008, the Company entered into the first amendment to the registration rights agreement with ArcelorMittal and Mr. Skandalaris, which amended the registration rights agreement to provide that the convertible subordinated debt financing provided by Arcelor and the shares issuable upon its conversion are included as “registrable securities” that ArcelorMittal may require the Company to register.

On May 5, 2008, the Company, ArcelorMittal and Mr. Skandalaris entered into an amendment agreement terminating all rights of Mr. Skandalaris under the standstill and stockholder agreement and the registration rights agreement.

Commercial Matters

In conjunction with the Arcelor Transaction, ArcelorMittal and the Company entered into a four-year contract manufacturing agreement which may be extended one additional year at the Company’s option. Under the terms of the contract manufacturing agreement, two ArcelorMittal subsidiaries in Belgium and Germany will manufacture laser-welded blanks, unwelded blanks and patch-welded blanks solely for two of the locations from the Arcelor Transaction. The manufacture of unwelded blanks under the agreement

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Notes to Condensed Consolidated Financial Statements

will terminate on December 31, 2008. Under the terms of the contract manufacturing agreement, ArcelorMittal charges the Company only for costs defined in the agreement. The pricing terms ArcelorMittal provides the Company for steel supply under the steel supply and services agreement will also apply to the steel provided under the contract manufacturing agreement. To induce the Company to terminate the contract manufacturing agreement early and to free space within ArcelorMittal’s facilities, ArcelorMittal has granted the Company the option to take ownership of the laser-welding machines used by the two ArcelorMittal subsidiaries. Upon the Company’s removal of such machines, ArcelorMittal will reduce the $15.0 million subordinated note given by the Company to ArcelorMittal by an amount equal to $3.0 million multiplied by a fraction, the numerator of which equals the aggregate book value of the machines removed and the denominator of which equals the aggregate book value of all laser-welding machines at the two ArcelorMittal subsidiaries. The Company has begun removing machines from the ArcelorMittal subsidiaries and upon reduction of the $15.0 million subordinated note the Company will record a corresponding reduction to goodwill.

Financial Information

Results of operations for the Arcelor Business are included in the Company’s financial statements beginning September 1, 2007. The unaudited pro forma combined historical results for the three and nine month periods ended September 30, 2007, as if the Company had acquired the Arcelor Business at the beginning of 2007, are estimated to be as follows:

	Three Months Ended September 30, 2007			Nine Months Ended September 30, 2007
	(in thousands, except per share amounts)
Pro Forma Information
Net sales	$	293.1		$	938.9
Net (loss) income		(2.0	)		10.7
Basic (loss) earnings per common share		(0.09	)		0.45
Diluted (loss) earnings per common share		(0.09	)		0.45

The pro forma information includes adjustments for depreciation and the effect of the amortization of intangible assets recognized in the acquisition, income taxes, and other accounting adjustments recognized in recording the combination. This pro forma information is not necessarily indicative of future operating results.

The Company has completed its final allocation of the purchase price for its Arcelor Business acquisition pursuant to purchase accounting requirements. During 2008, goodwill decreased by $10.9 million, primarily due to a change in the working capital adjustment of approximately $10.3 million and adjustments to machinery and equipment of $3.0 million.

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Notes to Condensed Consolidated Financial Statements

Note 6 – Goodwill

The change in goodwill during the nine months ended September 30, 2008 was as follows:

	North America Segment			Europe and Rest of World Segment			Corporate and Other		Total
	(in thousands)
Balance, December 31, 2007	$	84,748		$	69,976		$	376	$	155,100
Arcelor acquisition adjustments		760			(11,686	)		—		(10,926	)
Foreign currency impact		(3	)		(3,097	)		—		(3,100	)
Balance, September 30, 2008	$	85,505		$	55,193		$	376	$	141,074

In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” management reviews the recoverability of goodwill, at least annually, as of June 30 and any other time events or circumstances indicate a potential change in recoverability. Goodwill impairment is determined using a two-step test. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired and the second test is unnecessary. The second step of the goodwill impairment test is used to measure the amount of the impairment loss by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss shall be recognized in an amount equal to that excess.

Prior to the closing of the Arcelor Transaction on August 31, 2007, the Company determined it had one reporting unit for goodwill impairment testing purposes. As a result of the Arcelor Transaction and subsequent reorganization of its business, the Company determined that it had two reporting units, North America and Europe and Rest of World. The Company continues to use June 30 as its annual impairment test date for its North America reporting unit and has elected to use August 31 as its annual impairment date for its Europe and Rest of World reporting unit.

The Company utilizes two approaches to calculate the fair value of its reporting units. The first approach uses a discounted cash flow analysis using estimates of the Company’s future cash flows and a weighted-average cost of capital. The Company estimates its future cash flows using internal budget information based upon independent forecasts of future vehicle manufacturing volumes.

The second approach is a market value approach based upon multiples of Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) to market capitalization plus total net debt (“Market Enterprise Value”). The Company obtains Market Enterprise Value to EBITDA multiples for mergers and acquisition activity for the trailing twelve-month period from an independent source and also uses publicly available data for a market basket of comparable companies. These multiples are then applied to the Company’s internally forecasted EBITDA to arrive at an estimated fair value of the reporting unit.

During the third quarter of 2008, the Company was in the process of completing its review of recoverability of goodwill as of June 30, 2008 for its North American reporting unit and was beginning its review of the recoverability of goodwill as of August 31, 2008 for its Europe and Rest of World reporting unit when it determined a triggering event for long-lived asset and goodwill impairment

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Notes to Condensed Consolidated Financial Statements

occurred during September 2008. This triggering event was a result of the deteriorating business conditions such as the housing crisis, the global credit crunch, troubled capital markets, volatile commodity prices and plunging consumer confidence. These trends and conditions are having, and are expected to continue to have, significant adverse effects on original equipment manufacturers and their part suppliers. Lower levels of vehicle manufacturing result in lower revenues for part suppliers, and significantly impacted the Company’s estimated future cash flows. Accordingly, the Company has commenced with an impairment analysis of long-lived assets and goodwill as of September 30, 2008, utilizing updated cash flow estimates and has engaged an independent third-party valuation firm to assist with the analysis. The Company believes that it is probable that an impairment charge will be required as a result of the long-lived assets and goodwill impairment analysis, however, the amount of the impairment and the classification between long-lived assets and goodwill is not estimable since the Company has not completed its analysis. The Company expects to complete its analysis during the fourth quarter of 2008.

Note 7 – Other Intangible Assets, Net

Other intangible assets, net, consisted of the following:

	September 30, 2008							December 31, 2007
	Gross Value		Accumulated Amortization			Net Value		Gross Value		Accumulated Amortization			Net Value
	(in thousands)
Customer contracts	$	74,202	$	(7,588	)	$	66,614	$	75,903	$	(3,857	)	$	72,046
Technology		6,840		(898	)		5,942		6,840		(556	)		6,284
Other		318		(28	)		290		—		—			—
Total	$	81,360	$	(8,514	)	$	72,846	$	82,743	$	(4,413	)	$	78,330

Amortization expense was $1.4 million and $0.8 million for the three month periods ended September 30, 2008 and 2007, respectively, and $4.3 million and $1.9 million for the nine month periods ended September 30, 2008 and 2007, respectively. Amortization expense by year is estimated to be as follows:

Year	(in thousands)
2009	$	5,540
2010		5,540
2011		5,540
2012		5,540
2013		5,397

Note 8 – Long-Term Debt

ArcelorMittal Convertible Subordinated Note

On March 19, 2008, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with ArcelorMittal pursuant to which ArcelorMittal agreed to provide subordinated debt financing to the Company in the form of a convertible subordinated note with a principal amount of $50.0 million. The convertible subordinated note was issued on March 20, 2008, bears interest at the rate of 6% per annum and matures on March 20, 2013. The conversion price is

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Notes to Condensed Consolidated Financial Statements

subject to reset and adjustment, as further described below. The proceeds from the issuance of the convertible subordinated note were used as follows: $10.0 million to pay down the U.S. and Canadian revolving credit facility and $40.0 million to pay down the U.S. and Canadian term loan. This transaction was accounted for as a debt extinguishment.

The convertible subordinated note is convertible into shares of the Company’s common stock, in whole or in part, from time to time until March 13, 2013. The convertible subordinated note initially is convertible into shares of the Company’s common stock at $15.75 per share based upon the principal amount outstanding, a price equal to a 25% premium over the simple average of each trading day’s volume weighted-average price (“Average Price”) from and including January 15, 2008 to and including February 15, 2008 (the “Initial Conversion Price”), subject to adjustment as follows: On each of June 30, September 30, and December 31, 2008 and March 31, 2009 (each, a “Reset Date”), the conversion price will adjust to the lower of: (a) the conversion price in effect at such Reset Date; and (b) a 30% premium over the Average Price for the 30 days ending on the last trading day immediately preceding such Reset Date (but not below a 30% premium over an Average Price of $8.00, i.e. $10.40 per share, the “Floor”); provided that, in the absence of approval by the Company’s stockholders, in no event would the number of shares issuable upon conversion equal or exceed 20% of the Company’s outstanding shares on the date of disbursement of the loan. Accordingly, partial conversions of the loan would be permitted. As of June 30, 2008 the conversion price was reset to the Floor of $10.40 per share and it will remain at this price since it has reached the Floor in accordance with the calculation above. The conversion price also is subject to adjustment, from time to time, in certain events, including upon any stock split, stock dividend, recapitalization or otherwise, or the issuance of shares of the Company’s common stock or options or other securities convertible into or exchangeable for shares of the Company’s common stock at a price per share, or a conversion or exchange price per share, less than the conversion price of the convertible note then in effect. Upon conversion, the amount to be converted also will include accrued and unpaid interest, if any, and late charges, if any, with respect to the principal and interest converted.

Pursuant to the Securities Purchase Agreement, the Company agreed: (a) at its next annual meeting of stockholders, to submit for approval a proposal to allow the issuance of the shares upon conversion in accordance with NASDAQ Marketplace Rule 4350(i), to use its best efforts to solicit its stockholders’ approval of such issuance and to cause the board of directors to recommend to the stockholders that they approve such proposal; (b) to avail itself of the “controlled company” exemption regarding corporate governance requirements under the NASDAQ listing requirements at any time that ArcelorMittal’s beneficial ownership (including shares held by ArcelorMittal’s affiliates) exceeds 50% of the outstanding shares of the Company’s common stock; and (c) promptly following (i) the closing under the Securities Purchase Agreement and (ii) the designation by ArcelorMittal of nominees to serve on the board of directors and board committees (the “Nominees”), to use its best efforts to cause the Nominees to be duly elected to fill vacancies on the board of directors in accordance with the standstill and stockholder agreement described above, as amended by the Agreement and Waiver.

At the Company’s 2008 Annual Meeting of Shareholders held on July 17, 2008, the Company’s shareholders approved the issuance of shares upon conversion of the convertible subordinated note to the extent the number of shares issuable upon conversion equal or exceed 20% of the Company’s outstanding shares on the date of disbursement of the loan.

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NOBLE INTERNATIONAL, LTD.

Notes to Condensed Consolidated Financial Statements

U.S. and Canadian Credit Facility

The Company maintains a $70.0 million term loan and a $40.0 million revolving credit facility through a syndicate of commercial banks (collectively, the “U.S. and Canadian Credit Facility”). On March 20, 2008, the Company entered into a sixth amendment with the syndicate of commercial banks which modified the U.S. and Canadian Credit Facility to, among other things, (i) permit the Company to incur subordinated debt in the amount of $50.0 million as part of the convertible subordinated debt financing with ArcelorMittal, (ii) reduce the repayment of principal amounts under the term loan from quarterly installments of $3.25 million to quarterly installments of $1.25 million each and change the maturity date of the term loan to October 15, 2010, (iii) revise the levels of certain financial covenants and ratios, including the consolidated senior debt to EBITDA ratio and the consolidated EBITDA to interest ratio, (iv) delete a covenant to maintain a certain minimum unused revolving credit availability, and (v) reduce the amount of investments, intercompany loans or advances and additional subordinated debt permitted without consent of the majority lenders under the U.S. and Canadian Credit Facility. The sixth amendment also confirmed the requisite lenders’ waiver of any default or event of default of sections 7.11 and 7.12(b) of the U.S. and Canadian Credit Facility for the fiscal quarter ended December 31, 2007. The sixth amendment and the modifications set forth therein were effective as of March 20, 2008.

On September 19, 2008, the Company entered into a seventh amendment to the U.S. and Canadian Credit Facility which, among other things, (i) permitted the Company to consummate a $12.5 million loan transaction with General Electric Capital Corporation, with the proceeds used to pay off its term loan ($11.3 million) and to repay a portion of its revolving credit facility ($1.2 million), (ii) permitted the Company to consummate an intercompany transfer of its Australian subsidiary, (iii) reduced the revolving credit commitment from $50 million to $40 million and provides that the Company maintain at least $5 million in unused revolving credit availability, (iv) revised the definition and levels of certain financial covenants and ratios, including consolidated tangible net worth and consolidated EBITDA to interest and debt service coverage ratio, and (v) eliminated certain other financial covenants.

At September 30, 2008, the balance owed on the revolving credit facility was $16.5 million. The U.S. and Canadian Credit Facility accrues interest at either a margin to the prime rate or LIBOR, at the Company’s option. At September 30, 2008, the interest rate on the revolving credit facility was 7.90%. The prime rate and LIBOR margins on the U.S. and Canadian Credit Facility will increase or decrease in future periods depending upon the Company’s total debt to EBITDA ratio. The Company was in compliance with all financial covenants related to the U.S. and Canadian Credit Facility as of September 30, 2008.

European Credit Facility

The Company maintains a €78.0 million term loan (“European Term Loan”) and a €40.0 million revolving credit facility (together with the European Term Loan, the “European Credit Facility”) with a syndicate of commercial banks. At September 30, 2008, the balance owed on the European Term Loan was $63.0 million. Zero was owed on the European Revolver at September 30, 2008. The European Credit Facility bears interest at a floating rate equal to the Euro Interbank Offered Rate (“EURIBOR”) plus a margin of 1.8%. At September 30, 2008, the interest rate on the European Term Loan was 6.92%.

The European Credit Facility is subject to customary financial and other covenants including, but not limited to, a prohibition on the payment of dividends by the Company’s subsidiary, Noble European Holdings, B.V. (“Noble B.V.”), and limitations on acquisitions and business combinations by Noble B.V., a total debt to EBITDA ratio and a fixed charge coverage ratio. On March 28, 2008, the Company

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NOBLE INTERNATIONAL, LTD.

Notes to Condensed Consolidated Financial Statements

entered into an agreement with respect to its European Credit Facility. Pursuant to the agreement, the lenders thereunder agreed, among other things, to waive any default or event of default arising solely from the Company’s failure to comply with certain financial covenants as of December 31, 2007. This waiver was effective until May 2, 2008, at which date the Company would have been in default absent a €20.0 million prepayment on the European Term Loan. Such prepayment amount was funded on May 2, 2008 by the proceeds of a €20.0 million subordinated note provided to the Company by ArcelorMittal. The note expires 10 days after the expiration of the European Credit Facility (currently August 31, 2012), bears interest at EURIBOR plus an initial margin of 1.8% and calls for cash interest payments at the end of every June and December. The Company’s agreement with its European lenders allowed for the prepayment to be included as of March 31, 2008 for the purpose of calculating covenants. As such, the Company was in compliance with all financial covenants related to the European Credit Facility as of March 31, 2008. The Company remains in compliance as of September 30, 2008.

Mexican Credit Facility

The Company maintains a $7.9 million term loan (“Mexican Term Loan”) and a $4.5 million revolving credit facility (“Mexican Revolver”) with a commercial bank (collectively the “Mexican Credit Facility”). On February 2, 2008, the Mexican Revolver was amended to increase the revolving credit facility from $4.5 million to $6.4 million. On April 29, 2008, the Mexican Revolver was amended to increase the revolving credit facility from $6.4 million to $7.4 million. At September 30, 2008, the balance owed on the Mexican Term Loan was $2.8 million and the balance owed on the Mexican Revolver was $6.4 million.

The Mexican Term Loan accrues interest at LIBOR plus 3.5%, and the Mexican Revolver accrues interest at the prime rate. At September 30, 2008, the interest rates on the Mexican Term Loan and Mexican Revolver were 6.30% and 6.00%, respectively. As of March 31, 2008, June 30, 2008 and September 30, 2008, the Company was not in compliance with all of its covenants under the Mexican Credit Facility, including the Fixed Charge Coverage Ratio and Leverage Ratio due to lower than anticipated EBITDA. The Company has received waivers from the lender with respect to any defaults based on such non-compliance for all periods.

General Electric Capital Corporation (“GE”) Loan

On September 19, 2008, certain of the Company’s subsidiaries received a loan from GE in the original principal amount of $12.5 million, maturing on November 1, 2012 (the “GE Loan”). The Company has guaranteed payment and performance of the GE Loan pursuant to a Corporate Guaranty dated September 19, 2008. The GE Loan bears interest at a rate of 9.89% per annum, is payable in monthly installments of principle and interest and is secured by all of the Company’s machinery and equipment located at its U.S. and Canadian facilities. The proceeds of the GE Loan were used to pay off its term loan and to repay a portion of its revolving credit facility under the Company’s U.S. and Canadian Credit Facility.

Note 9 – Derivatives and Hedging Activities

Derivatives and Hedging Activities

The Company accounts for derivative financial instruments in accordance with SFAS 133. To manage interest rate risk, the Company enters into interest rate swap contracts to adjust the proportion of total debt that is subject to variable interest rates. The contracts fix the borrowing rate on floating rate debt to provide an economic hedge against the risk of rising rates.

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Notes to Condensed Consolidated Financial Statements

Cash Flow Hedges

The Company has designated the following derivative instruments as cash flow hedges, which qualify for hedge accounting under SFAS 133. Therefore, changes in fair values are reported as a component of other comprehensive income (“OCI”), to the extent that the hedges are effective, until the underlying transaction is recognized in earnings.

On April 6, 2007, the Company entered into a three-year interest rate swap transaction with the Bank of Montreal. The swap effectively fixes the LIBOR component at 5.14% on a notional amount of $31.8 million at inception. The notional amount decreases over time so that it is always equal to 50% of the outstanding U.S. and Canadian term loan principal balance. As part of the March 20, 2008 amendment to the U.S. and Canadian Credit Facility, the Company was no longer required to fix the interest rate on a portion of its term loan. Therefore, on March 27, 2008, the Company terminated this interest rate swap and paid the Bank of Montreal approximately $1.2 million. In accordance with the guidance in SFAS 133, the net loss on the interest rate swap will be reclassified from accumulated OCI to interest expense as the interest payments affect earnings through April 15, 2010.

On September 28, 2007, the Company entered into a 56-month interest rate swap transaction with BNP Paribas which was effective after the first principal payment on the European Term Loan on December 31, 2007. The swap effectively fixes the EURIBOR component at 6.14% on a notional amount of €35.1 million at inception. The notional amount of the swap will decrease proportionately with the outstanding balance on the loan as principal payments are made.

As of September 30, 2008, the Company had recorded a net loss on derivative instruments of approximately $0.8 million and $0.5 million, pre-tax and after-tax, respectively, in accumulated OCI. The amount of hedge ineffectiveness recorded in the Company’s Condensed Consolidated Statements of Operations during the three and nine months ended September 30, 2008 was not significant. The amounts recorded in accumulated OCI will be reclassified to interest expense as the Company accrues interest expense on the related debt obligation. As of September 30, 2008, a $0.4 million net loss is expected to be included in interest expense within the next 12 months.

In accordance with SFAS 157, the Company utilized significant other observable inputs, such as, interest rates and yield curves that are observable at commonly quoted intervals (Level 2) to determine the fair value of its derivative instruments. The fair value of all derivative financial instruments recorded in the Company’s Condensed Consolidated Balance Sheets as assets and liabilities is as follows:

	September 30, 2008			December 31, 2007
	(in thousands)
Current assets (liabilities)	$	151		$	(126	)
Non-current assets (liabilities)		(120	)		(687	)
Total net assets (liabilities)	$	31		$	(813	)

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Notes to Condensed Consolidated Financial Statements

Note 10 – Investments in Affiliates and Related-Party Transactions

SET Enterprises, Inc.

SET Enterprises, Inc. (“SET”) is a privately-owned, qualified minority business enterprise which provides metal processing services to original equipment manufacturers and Tier I suppliers. Until July 10, 2008, the Company owned 4% of the outstanding common stock of SET and 100% of the non-convertible, non-voting, preferred stock of SET, with a face value of $10.0 million. The Company designated one member to participate on SET’s board of directors, and the 96% majority owner of SET designates two members to participate. Due to its one-third participation on SET’s board of directors and its other relationships with SET, the Company concluded that it exerted significant influence on the operations of SET. Accordingly, in October 2006, the Company began to account for its investment in SET common stock under the equity method of accounting. The Company accounted for its investment in SET preferred stock under the cost method of accounting. The Company’s carrying value of both of its common stock and preferred stock investments is zero.

The Company also guaranteed a portion of SET’s senior debt. During the first half of 2008, this guarantee was reduced from $3.0 million to $2.0 million. Pursuant to the guidance in FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” and the Company’s valuation of the guarantee, the Company did not carry a liability for this guarantee.

SET provides the Company with blanking services, and the Company leases certain equipment and manufacturing floor space to SET. The Company also provided SET with certain sales and marketing, operational, financial and administrative services under a services agreement with SET (the “General Services Agreement”) in exchange for a fee of $0.6 million per year. In addition, in exchange for the services, the General Services Agreement provided for the Company to be paid 15% of SET’s income before taxes in excess of $1.0 million during any fiscal year. No amounts were recognized under this additional provision during 2008 or 2007. The General Services Agreement was cancellable at any time upon 60 days notice by SET after the Company’s investment in SET’s preferred stock had been repurchased by SET or transferred to a third party. In addition, the Company provided certain information technology services to SET in exchange for an annual payment of $0.2 million. This agreement was cancellable at any time by SET.

On July 10, 2008 the Company entered into a Stock Redemption Agreement in which SET agreed to redeem all of the common and preferred shares held by the Company for $1.9 million. As the Company’s carrying value of the investment had previously been reduced to zero, the Company recognized the entire $1.9 million as a gain and the amount is included in Other income, net in the Company’s Condensed Consolidated Statement of Operations. As a result of this agreement, the Company was released from its guarantee of SET’s senior debt and relinquished its rights to appoint a representative on SET’s board of directors. In addition, the General Services Agreement was terminated as a result of this transaction.

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NOBLE INTERNATIONAL, LTD.

Notes to Condensed Consolidated Financial Statements

The following table summarizes the transactions that occurred with SET during the period of the Company’s ownership:

	Six Months Ended June 30, 2008 (a)		Three Months Ended September 30, 2007		Nine Months Ended September 30, 2007
	(in thousands)
Purchases – blanking services	$	1,924	$	1,343	$	4,416
Preferred stock dividend income		1,272		424		1,576
Management fee income		307		155		616
Lease income – equipment and building		552		297		895
Services income		120		60		180
Other expenses invoiced to SET		1,009		189		624

(a) Transactions subsequent to July 10, 2008 are no longer considered related party transactions due to the Company’s sale of its investment in SET.

The following table summarizes the balances outstanding with SET during the period of the Company’s ownership:

	December 31, 2007
	(in thousands)
Accounts receivable	$	1,041
Accounts payable		740

ArcelorMittal

In conjunction with the Arcelor Transaction, ArcelorMittal received shares of the Company’s common stock representing approximately 40% of the Company’s outstanding shares. ArcelorMittal subsequently purchased additional shares of the Company’s common stock which brought its ownership interest to approximately 49.95%. As part of the Arcelor Transaction, ArcelorMittal agreed to provide the Company with transition services, steel supply and related services. The following table summarizes the transactions that occurred with ArcelorMittal:

	Three Months Ended September 30, 2008		Nine Months Ended September 30, 2008		Three and Nine Months Ended September 30, 2007
	(in thousands)
Sales	$	111,712	$	404,080	$	32,397
Purchases of steel		82,758		267,827		26,760
Interest expense		1,458		3,100		74
Other expenses		10,167		21,943		1,685

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Notes to Condensed Consolidated Financial Statements

The following table summarizes the balances outstanding with ArcelorMittal:

	September 30, 2008		December 31, 2007
	(in thousands)
Accounts receivable	$	59,898	$	42,527
Accounts payable		38,248		34,870

Note 11 – Income Taxes

The Company files U.S. federal, U.S. state and foreign tax returns. For U.S. federal and state tax returns, the statute of limitations remains open for 2005 and following years. The major foreign jurisdictions in which the Company operates include Canada, Mexico, Australia, Belgium, Germany, France, United Kingdom, Slovakia and Spain. The statute of limitations remains open in these jurisdictions from 2003 onwards. Additionally, Mexico may have an additional five years open for entities with reported losses.

The Company’s gross unrecognized tax benefits as of September 30, 2008 included $0.4 million which represented tax positions that, if recognized, would impact its effective tax rate. Also included in the balance of unrecognized tax benefits at September 30, 2008 are $4.2 million of tax benefits that, if recognized, would result in a decrease to goodwill recorded in purchase business combinations. The unrecognized tax benefit will be recognized as a reduction of goodwill if it is realized in tax year 2008, or it will be recognized as a reduction of income tax expense if it is recognized after 2008 (after the adoption of SFAS 141(R)) and will affect the Company’s effective tax rate.

The Company has accrued interest and penalties related to unrecognized tax benefits based upon the statutes as outlined in the applicable government regulations. The accrued interest and penalties were recorded as interest expense consistent with the Company’s policy.

The Internal Revenue Service has started to examine the Company’s 2006 U.S. income tax return. At this time it is not possible to estimate the impact of changes, if any, to previously recorded uncertain tax positions. Although it is not possible to predict the timing of the conclusion of the audit, we anticipate that it will be completed by the end of 2009. It is reasonably possible that a change in the unrecognized tax benefits may occur, however, quantification of an estimated range cannot be made at this time.

Note 12 – Share-Based Compensation

Under SFAS No. 123(R), “Share-Based Payment” (“SFAS 123(R)”), the fair value of share-based payment arrangements are recognized in the financial statements as period expenses, generally over the vesting period. Share-based compensation expense was insignificant for the three month period ended September 30, 2008 and was $0.3 million ($0.2 million net of tax) for the three month period ended September 30, 2007. The Company recorded $0.2 million ($0.1 million net of tax) and $0.7 million ($0.5 million net of tax) of share-based compensation expense for the nine month periods ended September 30, 2008 and 2007, respectively. These income tax benefits were recognized as a result of permanent differences related to stock option exercises.

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Notes to Condensed Consolidated Financial Statements

2006 Executive Stock Appreciation Rights Plan

The board of directors approved and adopted the 2006 Executive Stock Appreciation Rights Plan (“2006 SAR Plan”) effective as of March 1, 2006. The purpose of the 2006 SAR Plan is to provide incentive for business performance, to reward contributions toward goals consistent with the Company’s business strategy and to enable the Company to attract and retain highly qualified, motivated and experienced employees. The 2006 SAR Plan provides for the grant of cash awards based upon the increase in the value of the Company’s common stock from the date of grant through the date of exercise. There are 750,000 stock appreciation rights (“SARs”) authorized under the 2006 SAR Plan, and as of September 30, 2008, 350,000 SARs are available for issuance. The SARs expire ten years after the expiration of each graded vesting period.

The Company classifies the SARs as a liability and measures the liability for the award each period until settlement. Compensation cost for each period is based upon the change in the fair value of the SARs for each period and the percentage of the award that is vested. The weighted-average fair value of these SARs was estimated using the Hull-White Enhanced SFAS No. 123(R) Model. The estimated volatility is based upon the Company’s historical volatility. The expected term is based upon a four-year graded vesting period and the assumption that SARs will be exercised when the Company’s stock price is at a 20% premium to the exercise price.

The following weighted-average assumptions were used to estimate the fair values listed below:

	September 30, 2008			December 31, 2007
Assumptions
Risk-free rate		4.1	%		4.3	%
Dividend yield		4.0	%		2.0	%
Estimated volatility		53.9	%		48.8	%
Expected term (years)		8.9			4.7
Exercise price	$	17.16		$	17.16
Estimated fair value	$	0.68		$	4.00

The fair value of the SARs is amortized to compensation expense on a straight-line basis over the four year vesting period. The Company reversed $0.4 million of previously recognized compensation expense for the SARs for the nine-month period ended September 30, 2008 due to a decline in the fair value of the SARs at September 30, 2008. The Company recognized $0.2 million and $0.5 million of compensation expense for the SARs for the three and nine month periods ended September 30, 2007, respectively. A liability for the SARs of $0.2 million and $0.6 million was recorded at September 30, 2008 and December 31, 2007, respectively, in other long-term liabilities. Additional compensation expense of $0.1 million will be recognized over the remaining vesting period of approximately three years, based upon the fair value at September 30, 2008.

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NOBLE INTERNATIONAL, LTD.

Notes to Condensed Consolidated Financial Statements

A summary of the 2006 SAR Plan is as follows:

	SARs	Weighted Average Exercise Price		Aggregate Intrinsic Value (in thousands)
Outstanding 12/31/07	400,000	$	17.16	$	144
Exercisable 12/31/07	100,000		17.16		36
Outstanding 9/30/08	400,000		17.16		—
Exercisable 9/30/08	162,500		16.74		—

2001 Stock Incentive Plans

In 2001, the board of directors adopted, and stockholders approved, the Employee Stock Incentive Plan and the Non-Employee Director Stock Incentive Plan (collectively, the “2001 Stock Incentive Plans”). The purpose of the 2001 Stock Incentive Plans is to advance the interests of the Company to attract and retain persons of ability to perform services for the Company by providing an incentive to such individuals through equity participation in the Company and by rewarding such individuals who contribute to the achievement by the Company of its economic objectives. The 2001 Stock Incentive Plans are administered by the Compensation Committee of the board of directors, which has the authority, subject to certain limitations, to make grants and modify the 2001 Stock Incentive Plans. The 2001 Stock Incentive Plans allow for the issuance of up to an aggregate of 900,000 shares of the Company’s common stock. As of September 30, 2008, 583,898 shares are eligible to be granted under the 2001 Stock Incentive Plans. The Company recognized $0.1 million and $0.3 million of compensation expense for common stock issued or amortized under the 2001 Stock Incentive Plans for the nine month periods ended September 30, 2008 and 2007, respectively.

In June 2007, the Company instituted a stock matching program which provided executives with grants of restricted stock under the 2001 Employee Stock Incentive Plan. In connection with the restricted stock awards, each of the executives entered into a Restricted Stock Award Agreement with the Company. Each Restricted Stock Award Agreement, in addition to certain other provisions, provides that the executive receive one share of common stock (the “Matched Shares”) for every two shares of common stock that the executive purchases under the 2001 Employee Stock Incentive Plan, subject to certain maximums. During the year ended December 31, 2007, there were 35,536 Matched Shares awarded, which, among other things, are subject to a two-year vesting period that requires that the executive remain employed by the Company. In February 2008, the Compensation Committee of the board of directors approved the acceleration of the vesting period, and the Company recognized the remaining unamortized compensation expense of $0.5 million.

1997 Stock Option Plan

In 1997, the Company adopted the 1997 Stock Option Plan, which provided for the grant of non-qualified stock options to employees, officers, directors, consultants and independent contractors, as well as for the grant to employees of qualified stock options. The 1997 Stock Option Plan expired on November 24, 2007; therefore, no options are eligible for grant under this plan. All stock options granted under the 1997 Stock Option Plan are fully vested.

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NOBLE INTERNATIONAL, LTD.

Notes to Condensed Consolidated Financial Statements

A summary of the 1997 Stock Option Plan is as follows:

	Shares		Exercise Price		Aggregate Intrinsic Value (in thousands)
Outstanding 12/31/07 (34,999 exercisable)	34,999		$	5.33	$	384
Exercised	(34,999	)		5.33		42
Outstanding 9/30/08	—			—		—

The Company received $0.2 million from the issuance of new shares for stock options exercised during the nine month period ended September 30, 2008.

2007 Stock Option Plan

In August 2007, the Company’s stockholders approved the 2007 Stock Option Plan. Under the 2007 Stock Option Plan, the Company may grant options to purchase shares of its common stock to full-time key employees and non-employee directors whose judgment, initiative and efforts are, or are expected to be, important to the successful conduct of the Company’s business. The Company anticipates that approximately 400 individuals will be eligible to participate in the 2007 Stock Option Plan, including non-employee directors. The maximum aggregate number of shares of common stock that may be made subject to awards under the 2007 Stock Option Plan is 1.0 million. Any shares that are subject to an award but are (i) not issued because the terms and conditions of the award are not met, (ii) used for payment of the exercise price of an option or (iii) withheld by us to satisfy tax withholding will become available again for use under the 2007 Stock Option Plan. No participant in the 2007 Stock Option Plan may be granted options with respect to more than 100,000 shares of common stock in any calendar year. The 2007 Stock Option Plan has a ten-year term.

The grant-date fair values of the options granted in 2008 were determined using the Hull-White Enhanced SFAS No. 123(R) Model and the following assumptions:

Assumptions
Risk-free rate		3.2	%
Dividend yield		2.2	%
Estimated volatility		41	%
Expected term (years)		4.3
Exercise price	$	14.70
Estimated fair value	$	3.38

During the three month period ended September 30, 2008, the Company revised its estimate of forfeitures due to increased employee attrition. Compensation expense for the stock options was insignificant for the nine month period ended September 30, 2008. Additional compensation expense of $0.3 million will be recognized over the remaining vesting period of approximately three years. Stock options outstanding at September 30, 2008 had a contractual life of approximately five years.

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NOBLE INTERNATIONAL, LTD.

Notes to Condensed Consolidated Financial Statements

A summary of the 2007 Stock Option Plan is as follows:

	Shares		Exercise Price		Aggregate Intrinsic Value (in thousands)
Outstanding 12/31/07	—		$	—
Granted	250,000			14.70
Rejected (a)	(21,500	)		14.70
Forfeited	(108,000	)		14.70
Outstanding 9/30/08 (none exercisable)	120,500			14.70	$	—

(a) Two individuals did not accept options granted to them due to tax considerations and therefore the options were never effectively granted.

Note 13 – Employee Benefit Plans

The Company provides noncontributory defined benefit lump sum payments, in accordance with local statutory requirements, to certain employees when they cease employment at the Company’s Mexican facilities. The Company also provides a benefit at retirement to employees in its France facility and to certain salaried employees in its Genk and Gent facilities in Belgium. These plans are considered defined benefit plans under SFAS No. 87, “Employers’ Accounting for Pensions,” as amended. The components of net periodic benefit cost were as follows:

	Three Months Ended September 30, 2008			Nine Months Ended September 30, 2008
	(in thousands)
Service cost	$	56		$	170
Interest cost		33			102
Expected return on plan assets		(4	)		(13	)
Net periodic benefit cost	$	85		$	259

Note 14– Restructuring Charges

On November 7, 2007, the Company announced to its employees its decision to close two of its manufacturing facilities, one located in Holt, Michigan employing approximately 50 employees and one located in South Haven, Michigan employing approximately 200 employees. Both facilities are included in the Company’s North America segment. The Company will relocate certain production from these facilities to other existing facilities. The closing of these facilities is intended to optimize synergies among product lines, reduce excess capacities across the Company’s facilities and improve logistical efficiencies. Each of these facilities was acquired in connection with acquisitions completed in the past 18 months. The Company completed the closure of the Holt facility during the second quarter of 2008 and classified the building and land as assets held for sale. An active program to sell the building and land is still on-going; however, as a result of declining real estate prices the Company recognized an impairment loss of $0.8 million in September 2008. The impairment loss was calculated using a recent offer to purchase the property. The Company expects to complete the closure of the South Haven (West) facility during the fourth quarter of 2008. During the third quarter of 2008, the Company recognized an impairment loss of $1.4 million for certain leasehold improvements within the South Haven (West) facility that are not expected to be recoverable upon expiration of the building lease. All impairment

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NOBLE INTERNATIONAL, LTD.

Notes to Condensed Consolidated Financial Statements

charges are included in Cost of Sales in the Company’s Condensed Consolidated Statement of Operations.

In connection with these plant closings, the Company estimates that it will incur employee termination costs of $1.1 million, which consists of $0.3 million for employees at its Holt facility and $0.8 million for employees at its South Haven (West) facility. The affected employees are required to render service until they are terminated. Therefore, the expense is recognized ratably over the employees’ future service period and included in Cost of Sales in the Company’s Condensed Consolidated Statement of Operations. A summary of the Company’s restructuring liability is as follows:

	Employee Termination Costs
	(in thousands)
Balance December 31, 2007	$	326
Charges		1,063
Adjustments		(311	)
Payments		(330	)
Balance September 30, 2008	$	748

The Company also expects to incur approximately $2.7 million for capital expenditures at the facilities that will absorb production from Holt. In addition, the Company expects to incur approximately $1.7 million for capital expenditures at the facilities that will absorb production from South Haven (West), $1.3 million for manufacturing costs primarily related to inventory build-up and $1.7 million for equipment relocation and infrastructure costs. As of September 30, 2008, the Company has incurred $3.8 million of capital expenditures and $1.8 million of equipment relocation and infrastructure costs. All capital expenditures were recorded as fixed assets and depreciated in accordance with the Company’s policies while the remainder of the costs were expensed as incurred and are included in Cost of Sales in the Company’s Condensed Consolidated Statement of Operations.

Pursuant to the terms of the Share Purchase Agreement dated as of March 15, 2007 between the Company and ArcelorMittal, the Company expects to be reimbursed by ArcelorMittal for up to $1.3 million of the foregoing costs relating to the closure of the Holt facility. As of September 30, 2008, no reimbursement has been recognized in the Company’s consolidated financial statements.

Note 15 – Segment Information

Prior to the closing of the Arcelor Transaction on August 31, 2007, the Company had historically classified its operations into one industry segment operating in the vehicle manufacturing industry. As a result of the Arcelor Transaction and subsequent reorganization of its business, the Company identified the following two operating segments, which are based upon geographical areas (region of production):

• North America, which includes the Company’s operations in the United States, Canada and Mexico.

• Europe and Rest of World, which includes the Company’s operations in Europe, Australia and Asia.

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NOBLE INTERNATIONAL, LTD.

Notes to Condensed Consolidated Financial Statements

Both segments perform laser-welding and metal processing activities for the vehicle manufacturing industry. The following table lists the Company’s segment information and reconciliation to the Company’s consolidated financial statement amounts. The grouping “Corporate and Other” below does not meet the definition of an operating segment as it contains the Company’s headquarters costs and the elimination of certain intercompany balances; however, it is included below for reconciliation purposes only.

	North America			Europe and Rest of World		Corporate and Other			Total
	(in thousands)
Three Months Ended September 30, 2008
Sales	$	113,604		$	124,182	$	587		$	238,373
Operating profit (loss)		(9,835	)		1,325		(4,539	)		(13,049	)
Nine Months Ended September 30, 2008
Sales		425,480			439,815		2,125			867,420
Operating profit (loss)		(5,369	)		21,953		(14,679	)		1,905
As of September 30, 2008
Total assets		344,835			377,203		10,654			732,692

Note 16 – Commitments and Contingencies

The Company is subject to ordinary, routine, legal proceedings, as well as demands, claims and threatened litigation that arise in the course of its business. The ultimate outcome of any litigation is uncertain. Unfavorable outcomes could have adverse effects on the Company’s business, results of operations and financial condition. However, the Company does not believe that any of these pending proceedings would have effects that are materially adverse to its business, results of operations or financial condition if ultimately decided adversely to it.

On September 4, 2008, the Company received a litigation award of $16.3 million relating to its 2006 acquisition of Pullman Industries, Inc. (“Pullman”). The litigation award was a result of the Company’s claims that the former Pullman shareholders intentionally breached certain representations and warranties contained in the acquisition agreement. As a result of the award, the Company will not pay any of the $14 million of contingent consideration it had reserved for payment to the former Pullman shareholders pursuant to the acquisition agreement, and received an additional $2.3 million that was held in an escrow account pending resolution of the litigation. In addition, the Company reversed approximately $1.7 million of accrued interest that may have become payable contingent upon the outcome of the litigation.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

Noble International, Ltd. (“we,” “us,” “our,” “Noble” or the “Company”), through its subsidiaries, is a full-service provider of 21^st Century Auto Body Solutions® primarily to the vehicle manufacturing industry. We utilize laser-welding, roll-forming, and other technologies to produce flat, tubular, shaped and enclosed formed structures used by original equipment manufacturers (“OEMs”) or their suppliers in vehicle manufacturing applications including doors, fenders, body side panels, pillars, bumpers, door beams, load floors, windshield headers, door tracks, door frames, and glass channels.

In August 2007, we completed the purchase of ArcelorMittal’s Tailored Laser-Welded Blank operations (the “Arcelor Business”). Results of operations for the Arcelor Business are included in our financial statements beginning September 1, 2007.

The Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) included in this Report should be read in conjunction with the MD&A included in our Annual Report on Form 10-K, as amended by Form 10-K/A, for the year ended December 31, 2007 as filed with the Securities and Exchange Commission (our “Form 10-K”). The “Results of Operations” and “Liquidity and Capital Resources” sections of this MD&A should also be read in conjunction with the “Outlook” section of this MD&A, as the “Outlook” section includes forward-looking information that places the historical information in context.

Outlook

Business conditions facing North American and European vehicle manufacturers have deteriorated significantly due to the on-going and intensifying macroeconomic trends and conditions. These negative trends and conditions include the housing crisis, the global credit crunch, troubled capital markets, volatile commodity prices and plunging consumer confidence. These trends and conditions are having, and are expected to continue to have, significant adverse effects on OEM parts suppliers. Our current internal global OEM production volume forecasts for 2009 are lower than independent OEM production forecasts, for example, we are projecting 10.9 million units for light vehicle production in North America for 2009, approximately 15% lower than our independent forecasting service. Lower levels of vehicle manufacturing will result in lower revenues for suppliers, including Noble.

In addition, in the three month period ended September 30, 2008, we had significant contracts to sell parts for use in vehicle manufacturing platforms that terminated, expired and/or were not renewed. In some cases, a contract for future business was given to one of our competitors. In others, the customer decided either to manufacture a replacement for our product itself or decided to dispense with that product altogether. We also rejected certain contracts based on a margin analysis. In any event, this lost business will mean less revenue for us in 2008 and beyond.

Expected declines in revenues will adversely affect our results of operations and financial condition, including our short-term liquidity. See “Liquidity and Capital Resources – Covenant Compliance” below.

Because of the factors mentioned above, we now expect to experience a significant net loss for the three month period ended December 31, 2008 and a modest net loss or, at best, negligible net income for the fiscal year then ended. The three month period ended December 31, 2008 is negatively impacted by an approximate $25 million reduction in net sales due to lost vehicle platforms. The results of operations

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for 2008 would be much worse but for the favorable Pullman litigation result. See “Results of Operations – Litigation Award” below.

Again because of the factors cited above, we expect our full year 2008 net loss to widen considerably in 2009. In addition, it will be increasingly difficult for us to maintain sufficient liquidity and cash flow for our operations, particularly in North America, absent restructuring of existing debt or receipt of other financial support. Presently we do not expect cash provided by operating activities to cover cash used in investing activities and principal term loan payments for the three-months ended December 31, 2008 and for all of 2009, including the first fiscal quarter and first fiscal half of 2009.

As a result of the deteriorating business conditions mentioned above, we have determined that a triggering event for long-lived assets and goodwill impairment testing occurred during September 2008. Accordingly, we have commenced with an impairment analysis of long-lived assets and goodwill as of September 30, 2008 and have engaged an independent third-party valuation firm to assist us. We believe that it is probable that an impairment charge will be required as a result of the long-lived assets and goodwill impairment analysis; however the amount of the impairment and the classification between long-lived assets and goodwill is not estimable since we have not completed our analysis. We expect to complete our analysis during the fourth quarter of 2008. If and when the amount of the impairment can be estimated, we will record an impairment loss.

Results of Operations

Net Sales. Net sales for the three month period ended September 30, 2008 were $238.4 million, an increase of $26.4 million, or 12.5%, compared to the same period in 2007. Net sales for the nine month period ended September 30, 2008 were $867.4 million, an increase of $312.7 million, or 56.4%, compared to the same period in 2007. The increase in sales for the three-month period ended September 30, 2008 was attributable primarily to the inclusion of the three months of results for the Arcelor Business in the third quarter of 2008 compared to one month of results in the third quarter of 2007. The Arcelor Business accounted for $69.3 million of the increase in net sales. The remaining $42.9 million decrease in net sales consisted of a $28.9 million reduction due to significantly depressed North American light vehicle production, $12.3 million due to the end of the life of a major laser welding application, and $1.7 million of decreased prototype and tooling sales.

The increase in sales for the nine-month period ended September 30, 2008 was attributable primarily to the inclusion of nine months of results for the Arcelor Business in 2008 compared to the one month of results for the nine month period ended September 30, 2007. The Arcelor Business accounted for $383.9 million of the increase in net sales. The remaining $71.2 million decrease in net sales consisted of a $74.2 million reduction due to significantly depressed North American light vehicle production, $12.3 million due to the end of life of a major laser welding application and a $2.0 million reduction resulting from the resolution of commercial pricing negotiations with certain customers. These reductions were partially offset by $2.5 million of increased steel pass through pricing, $9.7 million of increased prototype and tooling sales, and a $5.1 million increase related to foreign exchange translation.

Cost of Sales. Cost of sales for the three-month period ended September 30, 2008 was $232.9 million, an increase of $32.2 million, or 16.1%, compared to the same period in 2007. Cost of sales for the nine-month period ended September 30, 2008 was $806.9 million, an increase of $291.1 million, or 56.4%, compared to the same period in 2007. The increase in cost of sales for the three-month period ended September 30, 2008 was attributable primarily to the inclusion of three months of results for the Arcelor Business in the third quarter of 2008 compared to one month of results in the third quarter of 2007. The Arcelor Business accounted for $64.3 million of the increase in cost of sales. The remaining

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$32.1 million decrease in cost of sales was primarily the result of a $18.6 million reduction due to significantly depressed North American light vehicle production, $9.6 million due to the end of life of a major laser welding application, $3.2 million related to reduced product launch activity in our roll-forming facilities and $2.1 million of reduced prototype and tooling expenses. These reductions were partially offset by $1.0 million in increased freight and utilities expense and $2.2 million non-cash impairment charges related to the previously announced closure of our South Haven (West) and Holt facilities.

The increase in cost of sales for the nine-month period ended September 30, 2008 was attributable primarily to the inclusion of nine months of results for the Arcelor Business in 2008 compared to one month of results for the nine months ended September 30, 2007. The Arcelor Business accounted for $343.0 million of the increase in cost of sales. The remaining $52.0 million decrease in cost of sales was primarily the result of a $54.9 million reduction due to significantly depressed North American light vehicle production, $9.6 million due to the end of life of a major laser welding application, and $8.7 million related to reduced product launch activity in our roll-forming facilities. These reductions were partially offset by $2.5 million of increased steel pass through pricing, $8.1 million of increased prototype and tooling costs, $2.6 million of increased fixed overhead costs, $2.5 million of severance and other costs related to our previously announced North American plant closures and a $4.7 million increase related to foreign exchange translation. Cost of sales as a percentage of net sales increased to 97.7% for the three-month period ended September 30, 2008 from 94.7% in the same period in 2007. Cost of sales as a percentage of sales remained flat at 93.0% for the nine-month period ended September 30, 2008 and for the same period in 2007.

Gross Margin. Gross margin for the three-month period ended September 30, 2008 was $5.4 million, a decrease of $5.8 million, or 51.7%, compared to the same period in 2007. Gross margin for the nine-month period ended September 30, 2008 was $60.5 million, an increase of $21.7 million, or 55.8%, compared to the same period in 2007. Gross margin as a percentage of net sales decreased to 2.3% for the three-month period ended September 30, 2008 from 5.3% in the same period in 2007. Gross margin as a percentage of net sales remained flat at 7.0% for the nine-month period ended September 30, 2008 as compared to the same period in 2007. The reasons for the changes in gross margin and gross margin as a percentage of net sales for the three-month period ended September 30, 2008 are due to the factors discussed above in Net Sales and Cost of Sales.

Selling, General and Administrative Expenses. Selling, general and administrative expenses (“SG&A”) for the three-month period ended September 30, 2008 were $18.5 million, an increase of $7.6 million, or 70.5%, compared to the same period in 2007. SG&A for the nine-month period ended September 30, 2008 was $58.6 million, an increase of $32.5 million, or 124.6%, compared to the same period in 2007. For the three- and nine-month periods ended September 30, 2008, SG&A as a percentage of net sales was 7.8% and 6.8%, respectively, which increased compared to the three- and nine-month periods ended September 30, 2007, which was 5.1% and 4.7%, respectively. The increase in SG&A was mainly due to the inclusion of the Arcelor Business for the entire period in 2008 compared to only one month in 2007. For the three- and nine-month periods ended September 30, 2008, the Arcelor Business accounted for $5.8 million and $21.9 million of the total increase, respectively, of which $0.5 million and $1.7 million, respectively, were one-time expenses related to professional fees associated with establishing the stand-alone accounting and finance functions in Europe. The remaining $1.8 million increase for the three-month period ended September 30, 2008 was driven primarily by a $0.4 million increase in bad debt expense, $0.5 million of incremental legal expenses related to certain litigation and $0.8 million of incremental audit, tax, and other professional fees. The remaining $10.6 million increase for the nine-month period ended September 30, 2008 was driven primarily by a $3.1 million increase in salaries and health benefits due to additional headcount to support our growth and $5.6 million of

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incremental audit, tax, legal, severance and other fees associated with the convertible debt transaction with ArcelorMittal and certain litigation, $0.6 million of commission expense on certain roll-formed products and $0.5 million of incremental bad debt expense.

Operating Profit (Loss). We incurred an operating loss for the three-month period ended September 30, 2008 of $13.0 million, a decrease of $13.5 million, or 32.98%, compared to the same period in 2007. Operating profit for the nine-month period ended September 30, 2008 was $1.9 million, a decrease of $10.8 million, or 85.1%, compared to the same period in 2007. Operating profit (loss) as a percentage of net sales for the three months ended September 30, 2008 was (5.5%) compared to 0.2% for the same period in 2007. Operating profit as a percentage of net sales for the nine months ended September 30, 2008 was 0.2% as compared to 2.3% for the same period in 2007. The reasons for the changes in operating profit for the three- and nine-month periods ended September 30, 2008 are due to the factors discussed above in Cost of Sales and Selling, General and Administrative Expenses.

The Europe and Rest of World segment reported operating profit of $1.3 million for the three-month period ended September 30, 2008. This represents a decrease of $13.4 million compared to the three-month period ended June 30, 2008. The decrease in operating profit was primarily driven by $10.4 million related to reduced volumes and scrap pricing, $1.3 million in operational inefficiencies resulting from those volume reductions, $1.0 million of additional professional fees.

Interest Income. Interest income for the three-month period ended September 30, 2008 was $0.1 million and increased an insignificant amount as compared to the same period in 2007. Interest income for the nine-month period ended September 30, 2008 was $0.4 million, an increase of $0.1 million compared to the same period in 2007. Interest income increased due to the additional cash available in our European operations.

Interest Expense. Interest expense for the three-month period ended September 30, 2008 was $3.1 million, a decrease of $0.8 million compared to the same period in 2007. The lower interest expense was primarily related to the reversal of $1.7 million of accrued interest related to the settlement of the Pullman litigation partially offset by the additional debt incurred pursuant to the Arcelor Business acquisition. Interest expense for the nine-month period ended September 30, 2008 was $14.9 million, an increase of $4.8 million compared to the same period in 2007. The higher interest expense was primarily related to the additional debt incurred pursuant to the Arcelor Business acquisition.

Litigation Award. During the three-month period ended September 30, 2008, we recognized a $16.3 million gain as a result of a favorable litigation award in a lawsuit relating to the 2006 acquisition of Pullman Industries, Inc (“Pullman”). As a result of the award, we will not pay any of the $14.0 million of contingent consideration we had reserved for payment to the former Pullman shareholders pursuant to the acquisition agreement, and received an additional $2.3 million that was held in an escrow account pending resolution of the litigation.

Loss on Extinguishment of Debt. As a result of the refinancing of the U.S. and Canadian Credit Facility term loan, we determined that a debt extinguishment had occurred and recognized a loss on debt extinguishment of approximately $0.4 million for the three-month period ended September 30, 2008. Additionally, for the nine-month period ended September 30, 2008, as a result of the convertible debt transaction with ArcelorMittal during the first quarter of 2008 we determined that a debt extinguishment had occurred and recognized a loss on debt extinguishment of approximately $0.9 million. As a result of the amendments made to our convertible subordinated notes during the first quarter of 2007, we determined that a debt extinguishment had occurred and recognized a loss on debt extinguishment of approximately $3.3 million during the nine-month period ended September 30, 2007.

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Net Loss on Derivative Instruments. During the second quarter of 2007, we entered into three derivative transactions, two of which were contingent upon the acquisition of the Arcelor Business. We determined that while our contingent interest rate swap provided economic hedges, they did not qualify for hedge accounting treatment. Accordingly, we recorded the gains and losses on these derivative instruments in our statement of operations and recognized net losses of approximately $1.3 million and $3.0 million for the three- and nine-month periods ended September 30, 2007, respectively.

Other Income, Net. Other income for the three-month period ended September 30, 2008 was $2.2 million, an increase of $2.1 million compared to the same period in 2007. Other income for the nine-month period ended September 30, 2008 was $5.2 million, an increase of $3.9 million compared to the same period in 2007. Other income for the three-month period ended September 30, 2008 primarily included a $1.9 million gain related to the sale of our investment in SET Enterprises, Inc. (“SET”) and a foreign currency gain of $0.2 million. Other income for the three-month period ended September 30, 2007 included dividend income of $0.4 million and management fee income of $0.2 million from SET offset by foreign currency losses of $0.5 million. Other income for the nine-month period ended September 30, 2008 primarily included dividend income of $1.3 million and management fee income of $0.3 million from SET, $1.9 million related to the sale of our investment in SET, foreign currency gains of $0.9 million, and commission income from our joint venture in Shanghai, China of $0.8 million. Other income for the nine-month period ended September 30, 2007 included dividend income of $1.6 million and management fee income of $0.6 million from SET offset by foreign currency losses of $0.8 million.

Income Tax Benefit. Income tax benefit for the three-month periods ended September 30, 2008 and 2007 was $3.5 million and $1.5 million, respectively. Income tax benefit for the nine-month periods ended September 30, 2008 and 2007 was $5.5 million and $1.3 million, respectively. The tax benefits recorded during 2008 and 2007 are largely attributable to significant non-recurring transactions. For example a $1.4 million tax benefit was recorded on the loss attributable to debt extinguishment during the first quarter of 2007. A $5.8 million tax benefit was recorded that is attributable to income arising from a litigation award during the third quarter of 2008. Excluding these tax benefits, the effective tax rate for the three-month period ended September 30, 2007 was 32% compared to 113% for the same period in 2008. The effective tax rate for the nine-month period ended September 30, 2007 was 12% (excluding the tax benefit for the loss from extinguishment of debt) compared to 3% for the same period in 2008 (excluding the tax benefit of the litigation award). The effective tax rate for the three and nine-month periods ended September 30, 2008 was significantly impacted by a local country profits exemption realized by a foreign subsidiary offset by an increase in taxes due to the introduction of the new Mexican flat tax regime, an increase in valuation allowances at certain foreign subsidiaries and reversal of the valuation allowance attributable to the SET stock investment.

Minority Interest, Net of tax. Minority interest represents our partner’s 49% share of the net earnings (loss) from our facility in Silao, Mexico. Minority interest for the three- and nine-month periods ended September 30, 2008 was insignificant and $0.5 million, respectively. Minority interest for the three- and nine-month periods ended September 30, 2007 was $0.2 million and $0.7 million, respectively.

Equity Loss, Net of Tax. Equity loss for both the three- and nine-month periods ended September 30, 2008 was $0.3 million. Equity loss for the three- and nine-month periods ended September 30, 2007 was $0.2 million and $0.4 million, respectively. For both periods, the change is primarily a result of discontinuing the application of the equity method of accounting for our investment in SET in January 2008, as our investment in SET was previously reduced to zero.

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Net Earnings. As a result of the foregoing factors, our net earnings for the three-month period ended September 30, 2008 were $5.3 million, an increase of $8.8 million, or 248.2%, compared to the same period in 2007. Net earnings for the nine-month period ended September 30, 2008 were $12.2 million, an increase of $14.1 million, or 749.2%, compared to the same period in 2007.

Liquidity and Capital Resources

Our cash requirements have historically been satisfied through a combination of cash flow from operations, equity issuances and debt financings. Working capital needs and capital equipment requirements have increased as a result of our growth. Future requirements for working capital and capital equipment expenditures are expected to be met primarily from cash flow from operations, equity issuances or debt financing. However, for the reasons stated in the “Outlook” section of this MD&A, we cannot give any assurance that these sources will provide adequate liquidity to meet our future working capital and capital equipment expenditure requirements. As of September 30, 2008, we had net working capital of $50.0 million.

Cash Flows

Net cash provided by operating activities increased $57.2 million to $73.0 million for the nine-month period ended September 30, 2008 from $15.8 million for the nine-month period ended September 30, 2007. This $57.2 million increase was driven by $21.4 million of additional cash provided by our net income (loss) adjusted for non-cash items and by $35.8 million of additional cash provided by changes in net working capital. The increase in cash provided by our net income adjusted for non-cash items was driven by our growth activities in the latter half of 2007, primarily the Arcelor Business acquisition. The increase in cash provided by changes in net working capital in the nine month period ended September 30, 2008 was primarily driven by a reduction of inventory levels.

Net cash used in investing activities decreased $105.6 million to $24.8 million for the nine-month period ended September 30, 2008 from $130.4 million for the nine-month period ended September 30, 2007. The cash used in investing activities for the nine-month period ended September 30, 2007 primarily related to $109.4 million of cash used to fund the acquisition of the Arcelor Business. Excluding this item, the remaining change was primarily related to increased purchases of property, plant and equipment in 2008.

Net cash (used in) provided by financing activities decreased $163.5 million to ($46.0) million for the nine-month period ended September 30, 2008 from $117.5 million for the nine-month period ended September 30, 2007. The cash provided by operating activities for the nine-month period ended September 30, 2007 was primarily due to $117.1 million of borrowings necessary to fund the acquisition of the Arcelor Business. Excluding this item, the remaining change was primarily driven by $135.1 million of debt payments, partially offset by $93.7 million of proceeds from borrowings during 2008.

Primary Credit Facilities

We maintain a $70.0 million term loan and a $40.0 million revolving credit facility through a syndicate of commercial banks (collectively, the “U.S. and Canadian Credit Facility”). The U.S. and Canadian Credit Facility is subject to customary financial and other covenants, including, but not limited to, limitations on debt, consolidations, mergers, and sales of assets, and bank approval on acquisitions over $15.0 million. On February 15, 2008, we entered into a limited waiver letter with respect to our compliance with certain financial covenants as of December 31, 2007. On March 20, 2008, we entered into a sixth amendment with the syndicate of commercial banks permitting us, among other things, to

34

incur $50.0 million of subordinated debt as part of a convertible debt financing with ArcelorMittal, revise the levels of certain financial covenants and ratios and to reduce the amount of scheduled principal payments. See “Item 1. Financial Statements; Note 8 – Long-Term Debt” for additional information regarding the modifications to our U.S. and Canadian Credit Facility.

On March 19, 2008, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with ArcelorMittal pursuant to which ArcelorMittal agreed to provide subordinated debt financing to us in the form of a convertible subordinated note with a principal amount of $50.0 million. The convertible subordinated note was issued on March 20, 2008, bears interest at the rate of 6% per annum and matures on March 20, 2013. The conversion price is subject to reset and adjustment. The proceeds from the issuance of the convertible subordinated note were used as follows: $10.0 million to pay down the U.S. and Canadian revolving credit facility and $40.0 million to pay down the U.S. and Canadian term loan. See “Item 1. Financial Statements; Note 8 – Long-Term Debt” for additional information on the terms of this debt financing.

On September 19, 2008, we entered into a seventh amendment to the U.S. and Canadian Credit Facility which, among other things, (i) permitted the Company to consummate a $12.5 million loan transaction with General Electric Capital Corporation, with the proceeds used to pay off its term loan ($11.3 million) and to repay a portion of its revolving credit facility ($1.2 million), (ii) permitted the Company to consummate an intercompany transfer of its Australian subsidiary, (iii) reduced the revolving credit commitment from $50 million to $40 million and provided that the Company maintain at least $5 million in unused revolving credit availability, (iv) revised the definition and levels of certain financial covenants and ratios, including consolidated tangible net worth and consolidated EBITDA to interest and debt service coverage ratio, and (v) eliminated certain other financial covenants.

We maintain a €78.0 million term loan (“European Term Loan”) and a €40.0 million revolving credit facility (together with the European Term Loan, the “European Credit Facility”) with a syndicate of banks. On March 28, 2008, we entered into an agreement with respect to our European Credit Facility. Pursuant to the agreement, the lenders agreed, among other things, to waive any default or event of default arising solely from our failure to comply with certain financial covenants as of December 31, 2007. This waiver was effective until May 2, 2008, at which date we would have been in default absent a €20.0 million prepayment on the European Term Loan. The prepayment was funded on May 2, 2008 by the proceeds of a €20.0 million subordinated note provided to us by ArcelorMittal. The convertible subordinated note expires 10 days after the expiration of the European Credit Facility (currently August 31, 2012), bears interests at EURIBOR plus an initial margin of 1.80% and requires interest payments at the end of every June and December. Our agreement with our European lenders allowed for the prepayment to be included as of March 31, 2008 for the purpose of calculating covenants. As such, we were in compliance with all of our financial covenants related to the European Credit Facility as of March 31, 2008. The Company remains in compliance as of September 30, 2008.

Covenant Compliance

The U.S. and Canadian Credit Facility and the GE Loan each include, among other covenants, a debt service coverage covenant. For the reasons stated in the “Outlook” section of this MD&A, we can give no assurance that we will comply with that covenant as of December 31, 2008.

In addition, compliance with certain covenants under each of our credit facilities described in this Report will be increasingly unlikely as time passes in 2009, absent a waiver or amendment from our lenders, unless we restructure our existing debt or obtain other financial support. We have been pursuing

35

these actions and have been successful in securing waivers and amendments with respect to previous covenant violations, but we can give no assurance in this regard with respect to any future violations.

Any covenant violation that is not waived or timely cured could result in serious adverse consequences for our business. In such circumstances, our lenders might stop lending to us, might call for redemption outstanding loans to us and might exercise other rights and remedies against us and our assets. These actions may, in turn, result in defaults under unrelated agreements, including our subordinated debt instruments. Any such scenario would render us insolvent and would make it extremely difficult, if not impossible, for us to continue to operate our business.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Risk

We are exposed to the impact of foreign currency fluctuations. International revenues from our foreign subsidiaries were approximately 64.8% of net sales for the nine months ended September 30, 2008. Our primary foreign currency exposures are the Canadian Dollar, Mexican Peso, Euro, UK Sterling and Australian Dollar. In general, where possible, we manage our exposures to foreign currency assets, liabilities and earnings primarily by funding certain foreign currency denominated assets with liabilities in the same currency and matching revenues with expenses in the same currency, and as such, certain exposures are naturally offset. However, as of September 30, 2008, our Mexico operations, whose functional currency is the Mexican Peso, had net U.S. Dollar liability exposure of approximately $9.3 million. Based upon this exposure, for every one percent increase (decrease) in the value of the Mexican Peso versus the U.S. Dollar, we would recognize a foreign currency transaction gain (loss) of approximately $0.1 million. We recognized a foreign exchange transaction gain (loss) of $0.2 million and ($0.5) million for the three-month periods ended September 30, 2008 and 2007, respectively and a foreign exchange transaction gain (loss) of $0.9 million and ($0.8) million for the nine-month periods ended September 30, 2008 and 2007, respectively.

Interest Rate Sensitivity

Our financial results are affected by changes in U.S. and foreign interest rates due primarily to our various credit facilities containing variable interest rates when we borrow under these credit facilities. The balance of our variable interest rate debt as of September 30, 2008 was $116.8 million. Based upon this exposure, and including the effects of our interest rate swap, for every annualized one percent increase (decrease) in the U.S. and foreign interest rates, we would recognize an additional annualized interest expense (benefit) of $0.7 million.

We invest any excess cash balances in overnight and other short-term investments that may be impacted by changes in interest rates. We do not hold any other financial instruments that are subject to market risk (interest rate risk and foreign exchange rate risk).

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Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our Chief Executive Officer and our Chief Financial Officer, with the participation of management, have reviewed and evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Report.

Based upon this evaluation, we have concluded that our disclosure controls and procedures were not effective as of September 30, 2008 due to the fact that one of the material weaknesses reported in our Annual Report on Form 10-K and on Form 10-K/A for the period ended December 31, 2007 has not been remediated as of the date of this Report.

Changes in Internal Control over Financial Reporting

During the quarter ended September 30, 2008, we designed and implemented internal controls at locations acquired from ArcelorMittal as part of the Arcelor Business acquisition in August 2007.

To address the quantity of accounting personnel at our roll-forming business headquarters location during the quarter ended September 30, 2008, we have continued to perform additional reviews and analyses, but as of the date of this Report, the material weakness has not been fully remediated.

Except as described above, there have been no other changes in our internal control over financial reporting during the quarter ended September 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II – Other Information

Item 1. Legal Proceedings

On March 19, 2007, the former shareholders of Pullman (“Plaintiffs”), filed a lawsuit against Noble and Noble Tube Technologies, LLC, the Company’s wholly-owned subsidiary (“Noble Tube”), in Oakland County Circuit Court in the State of Michigan. The complaint alleged that Noble Tube stated that it was withholding certain contingent consideration otherwise due to Plaintiffs in connection with the Company’s acquisition of Pullman in 2006 by reason of alleged breaches by the Plaintiffs of the parties’ October 13, 2006 Purchase Agreement (the “Stock Purchase Agreement”). The Plaintiffs sought among other things, a declaratory judgment that Noble Tube was obligated to pay such consideration. Noble Tube filed a counterclaim alleging that the Plaintiffs intentionally breached certain representations and warranties contained in Stock Purchase Agreement. In its counterclaim, Noble Tube requested damages suffered by Noble Tube as a result of such breaches. The case was sent to a special case evaluation panel in August of 2008. The panel granted an award to Noble Tube which released it from any obligation to pay the $14 million of contingent consideration to the Plaintiffs. Additionally, Noble Tube received approximately $2.3 million that was held in an escrow account as funds to cover potential breaches of the Stock Purchase Agreement. The award was agreed to, and finalized on September 4, 2008. Finally, as a result of the award, the Company reversed approximately $1.7 million of accrued interest it had reserved for payment to the Plaintiffs in the event that the Plaintiffs had prevailed in the litigation. The case was dismissed by the court on September 19, 2008.

We are subject to ordinary, routine legal proceedings, as well as demands, claims and threatened litigation, that arise in the course of our business. The ultimate outcome of any litigation is uncertain. Unfavorable outcomes could have adverse effects on our business, results of operations and financial condition. However, we do not believe that any of these pending proceedings would have effects that are materially adverse to our business, results of operations or financial condition if ultimately decided adversely to us.

Item 1A. Risk Factors

In this Item 1A, we have updated and restated the first, second, eighth, ninth and twelfth risk factors disclosed in “Item 1A. Risk Factors” of Part I of our Form 10-K. Except as so revised, there have been no material changes from the risk factors as previously disclosed.

Our business is subject to all of the risks associated with substantial leverage, including that our available cash may not be adequate to make required payments under our credit facilities. We are subject to certain financial and other restrictive covenants contained in our credit facilities and we are likely to be in violation of these covenants in the near future unless we can obtain waivers or other relief from our lenders, which is not assured. To finance our operations, including costs related to various acquisitions, we have incurred indebtedness, including the U.S. and Canadian Credit Facility, the GE Loan and the European Credit Facility described in this Report. These credit facilities are subject to customary financial and other covenants, including, but not limited to, limitations on debt, consolidations, mergers, sales of assets and bank approval on certain acquisitions. Our credit facilities are also secured by the equity interests of our subsidiaries and substantially all of our assets. In February 2008, we entered into a limited waiver letter with respect to our compliance as of December 31, 2007 with certain financial covenants contained in our credit facilities. In March 2008 and again in September 2008, we entered into amendments to our U.S. and Canadian Credit Facility that, among other things, revised the levels of certain financial covenants and ratios and eliminated certain financial covenants. We were in compliance with all of our financial covenants under the U.S. and Canadian Credit Facility,

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GE Loan and the European Credit Facility as of September 30, 2008. We were in violation of our financial covenants under the Mexican Credit Facility as of September 30, 2008, but we have received a waiver of any defaults resulting therefrom.

The U.S. and Canadian Credit Facility and the GE Loan each include, among other covenants, a debt service coverage covenant. For the reasons stated in the “Outlook” section of this MD&A, we can give no assurance that we will comply with that covenant as of December 31, 2008.

In addition, compliance with certain covenants under each of our credit facilities described in this Report will be increasingly unlikely as time passes in 2009, absent a waiver or amendment from our lenders, unless we restructure our existing debt or obtain other financial support. Any covenant violation that is not waived or timely cured could result in serious adverse consequences for our business. In such circumstances, our lenders might stop lending to us, might call for redemption outstanding loans to us and might exercise other rights and remedies against us and our assets. These actions may, in turn, result in defaults under unrelated agreements, including our subordinated debt instruments. Any such scenario would render us insolvent and would make it extremely difficult, if not impossible, for us to continue to operate our business.

Our business has been adversely affected by our failure to retain business. If in the future we continue to fail to secure contracts on new and redesigned model introductions, our business will continue to be adversely affected. Our vehicle manufacturing product lines are subject to change as our customers, including both OEMs and Tier I suppliers, introduce new or redesigned products. We compete for new business both at the beginning of the development phase of new vehicle models, which generally begins two to five years prior to the marketing of such models to the public, and upon the redesign of existing models. We had significant contracts to sell parts for use in vehicle manufacturing platforms that expired during the three months ended September 30, 2008 and were not renewed. In some cases, a contract for future business was given to one of our competitors. In other cases, the customer decided either to manufacture a replacement for our product itself or to dispense with that product altogether. The resulting decline in revenue that we expect as a result of the losses of these contracts will adversely affect our results of operations and financial condition, including our short-term liquidity. Our net sales will be adversely affected if we fail to obtain business on new models, if we experience additional failures to retain or increase business on redesigned existing models, if our customers do not successfully introduce new products incorporating our products or if market demand for these new products does not develop as anticipated.

Our business faces substantial competition. Markets for all of our products are extremely competitive. We compete based upon a variety of factors, including engineering, product design, process capability, quality, cost, delivery and responsiveness. In addition, with respect to certain of our products, we face competition from divisions of our OEM customers. As noted above, during the three months ended September 30, 2008, we had significant contracts to sell parts for use in vehicle manufacturing platforms that expired and were not renewed. In each case, the contract for future business was given to a competitor of the Company or the customer decided either to manufacture a replacement for our product itself or to dispense with that product altogether. Our business has been and will continue to be adversely affected by competition. We may not be able to recover profitability in this environment.

We are subject to U.S. and global economic risks and uncertainties. Demand in the vehicle manufacturing industry is significantly dependent on the U.S. and the global economies, and our business and profitability are exposed to current and future uncertainties. Business conditions facing North American and European vehicle manufacturers have deteriorated significantly due to on-going and intensifying macroeconomic trends and conditions that we cannot control or influence. These negative

39

trends and conditions include the housing crisis, the credit crisis, troubled capital markets, volatile commodity prices and plunging consumer confidence. These trends and conditions are having, and are expected to continue to have, significant adverse effects on OEM parts suppliers. Our net sales are impacted by vehicle retail inventory levels and production schedules. OEM customers have significantly reduced their production and inventory levels due to the uncertain economic environment. It is extremely difficult to predict future production rates and inventory levels for our OEM customers. Additional declines in production rates and inventory levels are likely in 2009 and will result in lower revenues for OEM parts suppliers such as us.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

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Item 4. Submission of Matters to a Vote of Security Holders

At our annual meeting on July 17, 2008, the following matters were voted upon:

		Shares Voted For	Shares Withheld	Shares Abstained	Broker Non-Votes
1	Election of Directors for a one year term
	Richard P. McCracken	21,777,233	168,610	—	—
	Jean-François Crancée	21,482,916	462,927	—	—
	Jean-Luc Maurange	21,283,916	462,927	—	—
	Philippe Landron	21,725,854	219,989	—	—
	Gerard Picard	21,766,221	179,622	—	—
	James R. Thomas	21,887,833	57,960	—	—
	Thomas L. Saeli	21,493,928	451,915	—	—
2	Approval of the issuance of common stock to ArcelorMittal upon conversion of our 6.00% Convertible Subordinated Note Due March 20, 2013 to the extent the number of shares issued equals or exceeds 20% of our common stock outstanding as of March 20, 2008	20,210,634	103,066	6,738	1,625,405
3	Ratification of Deloitte and Touche LLP as our independent registered public accounting firm	20,565,715	1,378,127	1,000	—
4	Adjournment of the annual meeting to a later date, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the annual meeting to approve the other proposals	20,768,680	1,173,569	3,529	—

Item 5. Other Information

Not applicable.

Item 6. Exhibits

Exhibit Number	Exhibit Description
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Written Statement of the Chief Executive Office (Principal Executive Officer) and the Chief Financial Officer (Principal Financial Officer) pursuant to 18 U.S.C. Section 1350.
99.1	Joint Venture Agreement dated as of October 7, 2008 among Noble European Holdings B.V., Sumitomo Corporation, Sumitomo Corporation of America, Sumitomo Corporation Thailand, Ltd and Thai Steel Service Center Ltd.

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SIGNATURES

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

	NOBLE INTERNATIONAL, LTD.
Dated: November 5, 2008	By:	/S/ DAVID J. FALLON
		David J. Fallon
		Chief Financial Officer

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EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas L. Saeli, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Noble International, Ltd.;

2. Based on my knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2008	By:	/S/ THOMAS L. SAELI
	Name:	Thomas L. Saeli
	Title:	Chief Executive Officer (Principal Executive Officer) of Noble International, Ltd.

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David J. Fallon, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Noble International, Ltd.;

2. Based on my knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2008	By:	/S/ DAVID J. FALLON
	Name:	David J. Fallon
	Title:	Chief Financial Officer (Principal Financial Officer) of Noble International, Ltd.

EX-32.1

Exhibit 32.1

WRITTEN STATEMENT

OF THE CHIEF EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE OFFICER)

AND THE CHIEF FINANCIAL OFFICER (PRINCIPAL FINANCIAL OFFICER)

PURSUANT TO 18 U.S.C. SECTION 1350

Solely for the purpose of complying with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) of Noble International, Ltd. (the “Company”), hereby certify that to the best of our knowledge the Quarterly Report of the Company on Form 10-Q for the quarter ended September 30, 2008 (“Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 5, 2008
	By:	/S/ THOMAS L. SAELI
	Name:	Thomas L. Saeli
	Title:	Chief Executive Officer (Principal Executive Officer) of Noble International, Ltd.
	By:	/S/ DAVID J. FALLON
	Name:	David J. Fallon
	Title:	Chief Financial Officer (Principal Financial Officer) of Noble International, Ltd.

EX-99.1

Exhibit 99.1

JOINT VENTURE AGREEMENT

relating to

Sumisho Noble (Thailand) Co. Ltd.

Dated October 7, 2008

By and among

Noble European Holdings B.V.

Sumitomo Corporation

Sumitomo Corporation of America

Sumitomo Corporation Thailand, Ltd.

and

Thai Steel Service Center Ltd.

Table of Contents

ARTICLE I:		DEFINITIONS	2
	Section 1.1	Definitions	2
	Section 1.2	Reference and headings	6
ARTICLE II		COMPANY	6
	Section 2.1	Form and Characteristic of the Company	6
	Section 2.2	Shareholding Ratio	7
ARTICLE III		TRANSFER OF SHARES AND SUBSCRIPTION	8
	Section 3.1	Transfer of the Shares	8
	Section 3.2	Increase of Capital	9
	Section 3.3	Subscription	9
	Section 3.4	Appointment of Directors and Officers	10
ARTICLE IV		ORGANIZATION AND OPERATION	10
	Section 4.1	Shareholders Meeting	10
	Section 4.2	Board of Directors	12
	Section 4.3	Day to Day Operation	14
	Section 4.4	Deadlock	14
ARTICLE V		ACCOUNTING	15
	Section 5.1	Fiscal Year	15
	Section 5.2	Accounting, Inspection of Records, Etc.	15
ARTICLE VI		OBLIGATIONS AND RIGHTS OF THE PARTIES	16
	Section 6.1	Noble Function	16
	Section 6.2	Sumitomo Function	16
	Section 6.3	Land	17
	Section 6.4	Equipment	17
	Section 6.4	Agreement with the Company	17
	Section 6.5	Non-Competition	17
	Section 6.6	Intellectual Property	18
ARTICLE VII		ADDITIONAL FUNDING	18
	Section 7.1	Financing	18
	Section 7.2	New Shares	19
	Section 7.3	Failure to Contribute	19
ARTICLE VIII		TRANSFER OF SHARES	20
	Section 8.1	Restriction on Transfer	21
	Section 8.2	Right of First Refusal	21
	Section 8.3	Mandatory Transfer	22
	Section 8.4	Transfer to Holding Company	23
ARTICLE IX		TERM AND TERMINATION	23
	Section 9.1	Term	24
	Section 9.2	Accumulated Losses	24
	Section 9.3	Buyout Procedures in Case of Deadlock	25
	Section 9.4	Events of Default	26
	Section 9.5	Liquidation Procedures	26
ARTICLE X		OPERATING POLICY	27
	Section 10.1	Dividend Policy	28
	Section 10.2	Material Supply	28
	Section 10.3	Parties’ Liability	28
ARTICLE XI		MISCELLANEOUS	28
	Section 11.1	Confidentiality	28
	Section 11.2	Governing Law	29
	Section 11.3	Assignment	29
	Section 11.4	Entire Agreement	29
	Section 11.5	Notice	30
	Section 11.6	Sumitomo Parties	31

	Section 11.7	Severability	31
	Section 11.8	Legend	31
	Section 11.9	Counterparts	31
SCHEDULE 1		TRANSFER OF SHARES	34
SCHEDULE 2		BANK ACCOUNT	35
SCHEDULE 3		APPOINTMENT OF DIRECTORS AND OFFICERS	36
EXHIBIT A		NEW ARTICLES	37
EXHIBIT B		SHARE SALES AND PURCHASE AGREEMENT	38

2

JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT (“Agreement”) is made into this 7th day of October, 2008 by and among:

NOBLE EUROPEAN HOLDINGS B.V., a private company with limited liability duly organized and validly existing under the laws of the Netherlands, having its principal place of business at 1043 BW, Naritaweg 165, Amsterdam, the Netherlands (“Noble”);

SUMITOMO CORPORATION, a corporation duly organized and validly existing under the laws of Japan, having its principal place of business at 1-8-11 Harumi, Chuo-ku, Tokyo, Japan (“SC”);

SUMITOMO CORPORATION of America, a corporation duly organized and validly existing under the laws of the State of New York having its principal place of business at 600 Third Avenue New York, New York 10016-2001, U.S.A. (“SCOA”);

SUMITOMO CORPORATION THAILAND, LTD., a corporation duly organized and validly existing under the laws of the Kingdom of Thailand having its principal place of business at 20&21 Floors, M. Thai Tower, All Seasons Place, 87 Wireless Road Lumpini, Phatumwan Bangkok 10330, Thailand (“SCT”); and

THAI STEEL SERVICE CENTER LTD., a corporation duly organized and validly existing under the laws of Thailand, having its principal place of business at 47 Moo 7 Soi Watmahawong Poochaosamingprai Road, Samrong, Samutprakarn, Thailand 10130 (“TSSC”)

(SC, SCOA, SCT and TSSC collectively referred to as “Sumitomo”. Each of Noble, SC, SCOA, SCT and TSSC referred to as the “Party” and collectively as the “Parties”).

RECITALS

WHEREAS, Noble and Sumitomo desire to establish and operate a joint venture company for manufacture and sales of the Products (hereinafter defined) and entered into a memorandum of understanding dated August 29, 2008 (“MoU”).

WHEREAS, in accordance with the MoU, Sumitomo cause the Promoter (hereinafter defined) to establish the Company (hereinafter defined);

WHEREAS, Noble and Sumitomo desire that Noble and Sumitomo each contributes capital to the Company in accordance with the terms and conditions of this Agreement; and,

WHEREAS, the Parties desire to operate the Company subject to the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I: DEFINITIONS

Section 1.1 Definitions

In this Agreement and the recitals thereto, unless the context otherwise requires:

“1^st Closing” means the completion of the transfer of Shares pursuant to Section 3.1 and “1^st Closing Date” shall have the meaning as defined in Section 3.1.

“2^nd Closing ” means the completion of the subscription of Shares pursuant to Section 3.3 and “2^nd Closing Date” shall have the meaning as defined in Section 3.3.

“Accounts” means, in relation to a company, audited consolidated financial statements of that company, which includes a balance sheet, profit and loss statement and cash-flow statement, together with the notes thereon and the auditor’s and Directors’ reports.

“Additional Financial Statements” shall have the meaning as defined in Section 5.2.4.

“Advancing Party” shall have the meaning as defined in Section 7.3.

“Articles” means the articles of association.

“Auditor” means, in relation to a company, an auditor of that company, which is a certified public account.

“BHT” means the lawful currency of the Country which is freely convertible into other currencies and internationally transferable.

“Board” means the board of Directors of the Company.

“Board Matter” shall have the meaning as defined in Subsection 4.2.7.

“Business” means the principal objects and purposes of the Company as described in Section 2.1.

“Buyout Price” shall have the meaning as defined in Section 9.3.1

“Business Plan” means the annual business plan for the Company, which shall include (i) an annual budget including financing plan; (ii) balance sheets, profit & loss statements, cash-flow statements and such other financial accounts as are required by the Board; and (iii) an investment plan.

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“Chairman” shall have the meaning as defined in Section 4.2

“Company” means a company organized and validly existing under the laws of the Kingdom of Thailand, having its principal place of business at 789/2 Moo1 Sai Nong Kor -Laem Chabang Rd, Nongkham, Sri Racha, Chonburi 20280 Thailand.

“Continuing Party” shall have the meaning as defined in Section 8.2.

“Contribution Defaulting Party” shall have the meaning as defined in Section 7.3.

“Country” means the Kingdom of Thailand.

“Deadlock” shall have the meaning as defined in Section 4.4.

“Deadlock Notice” shall have the meaning as defined in Section 4.4.

“Deadlock Selling Party” shall have the meaning as defined in Section 9.3.1.

“Default Interest” shall have the meaning as defined in Section 7.3.

“Defaulting Party” shall have the meaning as defined in Section 8.3.

“Director” means the director of the Company who shall be appointed by the resolution of the Shareholders Meeting and collectively referred to as the “Directors”.

“Event of Default” shall have the meaning as defined in Section 9.4.

“Expenses” shall have the meaning as defined in Section 2.1.

“Failure to Contribute” shall have the meaning as defined in Section 7.3.

“Fair Market Price” shall have the meaning as defined in Section 8.3.

“Final Share Purchase Price” shall have the meaning as defined in Section 9.3.2.

“Fiscal Year” shall have the meaning as defined in Section 5.1.

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“Land Lease Agreement” means a land lease agreement to be made and entered into by and between TSSC and the Company.

“Liquidation Committee” shall have the meaning as defined in Section 9.5.

“Net Worth Price” shall have the meaning as defined in Section 8.3.

“New Articles” means the articles of association to be adopted by the Company at the Closing in the form of Exhibit A.

“Non-Compete” shall have the meaning as defined in Section 6.6.

“Non-Defaulting Party” shall have the meaning as defined in Section 8.3.

“Offeror” shall have the meaning as defined in Section 8.2.

“Noble Parent” shall have the meaning as defined in Section 4.3.

“Premium” shall have the meaning as defined in Section 9.3.2.

“President” means the president of the Company who shall be appointed by a resolution of the Board of Directors.

“Products” means steel welded blanks for automotive use manufactured by means of the Laser Welding.

“Promoter” mean seven (7) individuals as set forth in Section 2.2.1 who established the Company prior to the date of this Agreement and each owns three hundred (300) Shares in the Company before the 1^st Closing Date.

“Purchasing Party” shall have the meaning as defined in Section 9.3.1.

“Reconvened Meeting” shall have the meaning as defined in Section 4.4.

“Remaining Party” shall have the meaning as defined in Section 9.2.

“Requesting Party” shall have the meaning as defined in Section 5.2.4.

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“Resolving Period” shall have the meaning as defined in Section 4.4.

“Right of Last Refusal Period” shall have the meaning as defined in Section 9.3.4.

“Scheduled 2^nd Closing Date” shall have the meaning as defined in Section 3.3.

“Selling Party” shall have the meaning as defined in Section 8.2.

“Shareholder” means a shareholder of the Company, which shall be collectively referred to as the “Shareholders”.

“Shareholders Meeting” means the meeting of the shareholders of the Company.

“Shareholders Meeting Matters” shall have the meaning as defined in Section 4.4.

“Shares” means ordinary shares of the common voting stock of the Company.

“Share Sales and Purchase Agreement” means a share sales and purchase agreement by and between Promoter and Party in the form attached hereto as Exhibit B.

“Sumitomo right of Last Refusal” shall have the meaning as defined in Section 9.3.4.

“Termination Notice” shall have the meaning as defined in Section 9.2.

“USD” or the sign “$” means the lawful currency of the United States of America which is freely convertible into other currencies and internationally transferable.

“Valuation Notice” shall have the meaning as defined in Section 9.3.1.

“Vice Chairman” shall have the meaning as defined in Section 4.2.

“Vice President” means the vice president of the Company who shall be appointed by a resolution of the Board of Directors.

“Year-End Date” shall have the meaning as defined in Section 5.1.

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Section 1.2 Reference and headings

In this Agreement, unless the context otherwise requires:

A reference to clauses, schedules or exhibits are to those of this Agreement.

A reference to a person includes a firm, a body corporate or an unincorporated association.

A reference to “financial statements” in relation to a company means financial statements of that company, which includes balance sheets, profit and loss statements and cash-flow statements.

A person “controls” another person if that person (whether directly or indirectly and whether by ownership of share capital, the possession of voting power, contract or otherwise) has the power to appoint a majority of the members of the governing body of that another person or otherwise controls or has the power to control the affairs or policies of that another person.

Headings are for reference purposes only and shall be disregarded for the purposes of interpretation.

ARTICLE II COMPANY

Section 2.1 Form and Characteristic of the Company

The Company shall be in the form and shall have the characteristics as described below:

(a)	Form:	Limited liability company
(b)	Name:	Sumisho Noble (Thailand) Co. Ltd., in English
(c)	Principal place of business:	789/2 Moo1 Nong Kor -Laem Chabang Rd, Nongkham, Sri Racha, Chonburi 20280 Thailand
(d)	Principal objects and purposes:	The manufacture and sale of the Products.
(e)	Registered capital:	On or after the 2nd Closing, BHT162,000,000 divided into 162,000 Shares with par value of BHT1,000 each, all of which shall be fully paid-up.
(f)	Articles:	New Articles to be prepared and determined strictly in compliance with this Agreement and in the form attached hereto as Exhibit A.

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All reasonable and actual expenses incurred in connection with the incorporation of the Company and acquisition of equipment for the Company, including without limitation the legal fees for preparation of the Articles and the other constitutional documents, registration fees and stamp duties (the “Expenses”) shall be borne by the Company. In case the Company is not permitted to pay or reimburse any of the Expenses under the laws of the Country, such Expenses shall be borne by the Parties in proportion to their respective Shareholding Ratios on or after the Closing set forth in Section 2.2 hereof.

For the avoidance of doubt, the name of the Company shall be changed from Summit Steel (Thailand) Co., Ltd. into Sumisho Noble (Thailand) Co. Ltd., at the Shareholders Meeting to be held on the 2^nd Closing Date in accordance with Section 3.4.

If any of the events described below occurs, the Parties hereto shall cause the Company to take all necessary procedures to change the name of the Company so that the name of the Company will cease to include “SUMISHO” or “SUMMIT”, by way of the special resolution fo the Shareholders Meeting, Board Meeting, changes to relevant constitutional documents, notifications to relevant registries or otherwise as provided by the laws of the Country:

(a) Sumitomo’s shareholding ratio in the Company on the basis of voting rights falls below 50%; or

(b) the number of Directors to be nominated by Sumitomo falls below half of the total number of Directors appointed to the Company.

If any of the events described below occurs, the Parties hereto shall cause the Company to take all necessary procedures to change the name of the Company so that the name of the Company will cease to include “Noble”, by way of the special resolution of the Shareholders Meeting, Board Meeting, changes to relevant constitutional documents, notifications to relevant registries or otherwise as provided by the laws of the Country:

(a) Noble’s shareholding ratio in the Company on the basis of voting rights falls below 49%; or

(b) the number of Directors to be nominated by Noble falls below half of the total number of Directors appointed to the Company.

Section 2.2 Shareholding Ratio

2.2.1 The number of Shares of the Company before the 1^st Closing shall be as follows:

Name of Shareholder	Amount paid before the 1st Closing		Number of Shares before the 1st Closing	Shareholding Ratio before the 1st Closing
Hidaka Naoki	BHT	300,000-	300	14.28	%
Takada Yukio	BHT	300,000-	300	14.28	%
Kawasaki Kiyotaka	BHT	300,000-	300	14.28	%

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Horie Makoto	BHT	300,000-	300	14.28	%
Koshiba Mitsuhiro	BHT	300,000-	300	14.28	%
Hashimoto Keizo	BHT	300,000-	300	14.28	%
Noguchi Mizuhisa	BHT	300,000-	300	14.28	%
TOTAL	BHT	2,100,000-	2,100	100	%

2.2.2 The number of Shares of the Company on or after the 1^st Closing and before the 2^nd Closing shall be as follows:

Name of Shareholder	Amount paid on or after the 1st Closing and before the 2nd Closing		Number of Shares on or after the 1st Closing and before the 2nd Closing	Shareholding Ratio on or after the 1st Closing and before the 2nd Closing
Noble	BHT	1,000-	1	0.048	%
SC	BHT	2,096,000-	2,096	99.808	%
SCOA	BHT	1,000-	1	0.048	%
SCT	BHT	1,000-	1	0.048	%
TSSC	BHT	1,000-	1	0.048	%
TOTAL	BHT	2,100,000-	2,100	100	%

2.2.3 The number of Shares of the Company on or after the 2nd Closing shall be as follows:

Name of Shareholder	Amount Paid on or after the 2nd Closing		Number of Shares on or after the 2nd Closing	Shareholding Ratio on or after the 2nd Closing
Noble	BHT	79,380,000-	79,380-	49	%
SC	BHT	64,800,000-	64,800-	40	%
SCOA	BHT	11,340,000-	11,340-	7	%
SCT	BHT	3,240,000-	3,240-	2	%
TSSC	BHT	3,240,000-	3,240-	2	%
TOTAL	BHT	162,000,000-	162,000-	100	%

ARTICLE III TRANSFER OF SHARES AND SUBSCRIPTION

Section 3.1 Transfer of the Shares

Upon the terms and subject to the conditions set forth herein and the Share Sales and Purchase Agreement, Sumitomo shall cause the Promoter to sell to the Parties and the

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Parties shall purchase from the Promoter, the Shares as set forth in Schedule 1. The 1^st Closing shall take place at such time as the parties hereto may mutually agree upon. The date on which the 1^st Closing has actually taken place shall be hereinafter referred to as the “1^st Closing Date”.

Section 3.2 Increase of Capital

Within 14 days after the 1^st Closing Date or such other time as the Parties may mutually agree upon, an extraordinary Shareholders Meeting shall be duly convened and held at which the increase of capital of the Company by BHT159,900,000- to be subscribed by the Parties in accordance with Section 3.3 shall be resolved and passed.

Section 3.3 Subscription

3.3.1 Only for the purpose of the transaction under Section 3.3.2, Sumitomo agrees to waive its rights to subscribe for new Shares issued and allotted to it to which it is entitled under the laws of the Country, and take all necessary procedures to ensure that Noble is entitled to subscribe for such number of new Shares as set out in Section 3.3.2.

3.3.2 Each Party shall, at the 2nd Closing, subscribe to and fully pay for the number of new Shares set forth below; provided, however, that in no event shall any Party be obligated to subscribe for new Shares with an aggregate number price in excess of capital commitment set forth below:

Name of Shareholder	Amount Payable at 2nd Closing		Number of Shares
Noble	BHT	79,379,000-	79,379-
SC	BHT	62,704,000-	62,704-
SCOA	BHT	11,339,000-	11,339-
SCT	BHT	3,239,000-	3,239-
TSSC	BHT	3,239,000-	3,239-
TOTAL	BHT	159,900,000-	159,900-

The payments for the Shares subscribed by each Party under Section 3.3.2 shall be made on the 2^nd Closing Date by telegraphic transfer remittance to the bank account of the Company as set forth in Schedule 2.

The 2^nd Closing shall take place on November 11, 2008 (“Scheduled 2^nd Closing Date ”) or at such other time as the parties hereto may mutually agree upon. The date on which the 2^nd Closing has actually taken place shall be hereinafter referred to as

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the “2^nd Closing Date”.

3.3.3 If any Party fail to contribute to the Company as per Subsection 3.3.2, such Party shall be subject to the remedies provided under Section 7.3.

Section 3.4 Appointment of Directors and Officers

At the 2^nd Closing:

(i) a meeting of the Board shall be duly convened and held at which any such resolutions as may be required to carry out the obligations of the Company under this Agreement shall be passed.

(ii) an extraordinary Shareholders Meeting shall be duly convened and held at which the following resolutions shall be passed:

(a) the existing Articles shall be replaced in their entirety by the New Articles;

(b) the name of the Company shall be changed from Summit Steel (Thailand) Co., Ltd. into Sumisho Noble (Thailand) Co. Ltd.;

(c) the persons named in Schedule 3 shall be appointed as Directors of the Company;

(d) the persons named in Schedule 3 shall be appointed as the respective Company President and Vice President as specified therein; and

(e) any such other resolutions as may be required to carry out the obligations of the Company under this Agreement shall be passed.

ARTICLE IV ORGANIZATION AND OPERATION

Section 4.1 Shareholders Meeting

4.1.1 The Shareholders Meetings shall be held at any place within or outside of Thailand that may be designated by the Board. In the absence of such designation, the meeting shall be held at the Company’s principal place of business.

4.1.2 The Board shall send the notice of a Shareholders Meeting specifying the place, date and hour of the meeting and general nature of the business to be transacted not later than 21 days before the date of the Shareholders Meeting, personally or by registered mail to each Shareholder at the address of such Shareholder appearing on the share register books of the Company and publish notice of a Shareholders

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Meeting in a local newspaper at least once not later than 14 days before the date of a Shareholders Meeting.

4.1.3 The attendance of Shareholders holding in the aggregate more than two-thirds (2/3) of all Shares issued and outstanding, present in person or by proxy, shall constitute a quorum.

4.1.4 Each Shareholder is entitled to vote at any Shareholders Meeting by agent authorized by a written proxy in the form and substance as required by the laws of the Country. In voting at a Shareholders Meeting, whether with a show of hands or a secret poll, or any other method, each Shareholder shall have one vote for each Share of which he is holder.

4.1.5 Resolutions of the Shareholders Meeting shall require the affirmative vote of one or more Shareholders holding in aggregate a majority of the Shares at the duly constituted meeting of Shareholders where quorum is present, unless the vote of a greater number is required by the laws of the Country or this Agreement.

4.1.6 The following matters of the Company would be subject to the special resolution of the Shareholders Meeting as provided by the Thai Company Law:

(a) amendment to the Articles or the memorandum of association of the Company;

(b) increase or decrease of the Company’s share capital;

(c) liquidation, winding up dissolution of the Company; and

(d) consolidation, merger or transfer of all or a principal part of Business to or from another entity.

4.1.7 The following matters of the Company can only be accomplished after an affirmative vote of more than two-thirds (2/3) of the Shares present and eligible to vote at the Shareholders Meeting.

(a) declaration or distribution of any dividend;

(b) appointment of Directors;

(c) approval of annual Business Plan and Accounts;

(d) acquisition of assets or properties (any investment) having a value equal to USD500,000 (United States Dollars Five Hundred Thousand) or more;

(e) disposition of assets or property having a value equal to USD500,000 (United States Dollars Five Hundred Thousand) or more;

(f) providing any guarantee to any party; and

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Section 4.2 Board of Directors

4.2.1 The Board shall consist of four (4) Directors. Each of Noble and Sumitomo shall be entitled to nominate the following number of the Directors, insofar as the shareholding ratio remains the same as at the 2^nd Closing as specified Sub-clause 2.2.3:

Nominated Party	Number of Directors
Noble	2
Sumitomo	2
Total	4

Each Party agrees to vote their respective Shares for the election, as the Directors, of those persons nominated by the other Party or parties pursuant to the foregoing and, in the case of vacancy of the office of any Director due to his resignation or otherwise, to vote so as to appoint as his replacement as Director a person nominated by the Party who had originally nominated the Director who caused the vacancy. The meeting of the Board will be presided over by the chairman of the Board (“Chairman”) who will be nominated by Sumitomo. The vice chairman of the Board (“Vice Chairman”) shall be nominated by Noble.

4.2.2 If the total number of Directors comprising the Board is changed or if the shareholding ratios of the Parties are changed, the number of the Directors which each of the Parties is entitled to nominate shall be adjusted so that the number of the Directors so adjusted shall equitably and fairly represent the then prevailing shareholding ratio of each Party.

4.2.3 The meetings of the Board shall be held at any place that may be designated by the Board and at least 2 (two) times in each Fiscal Year. In the absence of such designation, the meeting shall be held at its principal place of business. Notice of a Board meeting specifying the place, date and hour as well as the general description of the business to be transacted shall be given to each Director no later than 21 days before the meeting, personally or by air mail or facsimile. Such notice may be waived by the written consent of all Directors.

4.2.4 The presence of more than fifty percent (50%) of Directors which includes one Director nominated by Noble and one Director nominated by Sumitomo shall constitute a quorum of the Board meeting. Each Director shall be entitled to one vote. To the extent permitted under Thai law, Directors may participate in meetings of the Board through the use of any means of conference telephones or similar communications equipment or by combination of those methods as long as each Director can hear the other participating Directors addressing the meeting and can address all the other Directors simultaneously. For this purpose, to the extent permitted under Thai law, any such resolution shall be binding upon the Company if passed by the affirmative vote of more than fifty percent (50%) of Directors in accordance with Section 4.2.5.

4.2.5 Resolutions of the Board shall require the affirmative vote of more than fifty percent

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(50%) of Directors at duly constituted meeting of the Board pursuant to this clause, and shall include at least one vote from Noble and one vote from Sumitomo.

4.2.6 A resolution in writing signed by one Director nominated by each and every Shareholder of the Company shall be as valid as if passed at a duly constituted meeting of the Board, except as otherwise provided in the Articles or relevant laws.

4.2.7 None of actions or matters set forth below (“Board Matter”) may be taken or conducted without prior approval of the Board of Directors:

(a) Change in the Business of the Company in any material respect;

(b) Commencement of any new business, or investment in or with any third party or new business or withdrawal from any business;

(c) Establishment or close of any place of business or other material change in the corporate organization equivalent thereto;

(d) Extending credit to any customer in an amount exceeding USD 500,000 (United States Dollars Five Hundred Thousand) or equivalent thereof, provided that payments to be made by any such customer in the ordinary course of business and in accordance with the terms of the customer contracts will not be subject to this limitation;

(e) Extending credit to (except as permitted in Section 4.2.7(d)), making any loan to, or providing a guarantee in favor of, any party in any amount;

(f) entering into, execution, amendment, alteration, termination or cancellation of any material agreements or material transactions with any Shareholders of the Company (or any affiliate of any Shareholders of the Company) or any amendment thereto or renewal thereof, except as approved by the Shareholders in the relative Business Plan;

(g) approval of the transfer of any Shares (except where otherwise permitted in this Agreement without Board approval);

(h) request for financial support from the Shareholders;

(i) change in the fiscal year end of the Company or its Auditors;

(j) appointment of President and Vice President of the Company and compensation to them.

(k) entering into any agreement, contract or obligation in an amount exceeding USD500,000 (United States Dollars Five Hundred Thousand) or equivalent thereof except as approved by the Shareholders in the relative Business Plan.

4.2.8 The Parties agree that the Chairman shall not be entitled to any tie-breaking or casting vote, or have any other special voting or approval authority.

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Section 4.3 Day to Day Operation

4.3.1 Each Noble and Sumitomo may appoint the officers as set out below:

Nominated Party	Officer	Number of Officers
Noble	Vice President	1
Sumitomo	President	1

4.3.2 Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the President of the Company shall be responsible for, and have complete authority and control over and to make decisions governing the day-to-day operations of the Company. The day-to-day operation and management of the Company will be conducted by the President in accordance with the Business Plan. The President and other officers shall prepare and submit such reports, statements and other data as and when each Party shall reasonably request, including without limitation monthly operating reports.

Section 4.4 Deadlock

4.4.1 If for whatever reason the Shareholders are unable to reach a decision on a matters to be resolved in the Shareholders Meeting as listed in Subsections 4.1.6 and 4.1.7 (the “Shareholders Meeting Matters”) or the Board of Directors is unable to reach a decision on a Board Matter (such situations, collectively shall be referred to as “Deadlock”), the Shareholders Meeting or the Board meeting at which such matter is being discussed shall be adjourned and reconvened within 30 (Thirty) days. If upon such reconvening of the Shareholders Meeting or the meeting the Directors are still unable to reach a decision (the “Reconvened Meeting”), a detailed record of the discussions shall be kept and the outstanding issue or issues shall be referred to senior management authorities of the Parties for discussions.

4.4.2 If discussions among such senior management authorities fail to result in a decision on the discussed Shareholders Meeting Matter or Board Matter within 30 (Thirty) days of the Reconvened Meeting (the “Resolving Period”), then any Party may serve a notice to the other Party invoking the deadlock procedures set forth in Section 9.3 (the “Deadlock Notice”).

4.4.3 In any event, it is agreed that the Parties will act in good faith and make all their best efforts to solve a deadlock situation.

4.4.4 The Company shall continue to operate during any period of Deadlock or dispute and during the occurrence of any Event of Default (or alleged Event of Default), and in no event shall a Deadlock, dispute, or Event of Default interfere with the right of management of the Company including the President to operate the Company; provided, however, that no action may be taken by the management of the

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Company that would prejudice the outcome of any matter in Deadlock, dispute or Event of Default, except upon consent of the Parties, and provided further that the manufacturing activities and all related purchasing, shipping and other activities) of the Company in accordance with the then current Business Plan of the Company shall not be stopped or delayed, except upon the written consent of each Party.

ARTICLE V ACCOUNTING

Section 5.1 Fiscal Year

The fiscal year of the Company shall be one (1) year period (“Fiscal Year”) ending on December 31 (“Year-End Date”) each year, except the initial Fiscal Year which shall commence on the date of the incorporation of the Company and end on the following Year-End Date of that year.

Section 5.2 Accounting, Inspection of Records, Etc.

5.2.1 True and accurate books of account and records in accordance with sound accounting practices and accounting principles generally accepted in the Country shall be kept by the Company. Each Party shall have the right to access, inspect and audit the books of account and other records of the Company and make extracts and copies therefrom at any reasonable time during business hours of the Company.

5.2.2 The Auditor of the Company shall be KPMG. The replacement of the Auditor shall be determined by the mutual agreement of the Parties. The accounts and records of the Company shall be audited by the Auditor in accordance with accounting principles generally accepted in the Country. Audited financial reports (including balance sheet, profit and loss statement and all notes thereto) shall be submitted to the Parties in English within 90 days after the end of each fiscal year.

5.2.3 The following documents shall be prepared by the Company and delivered to Board and to the Parties:

(a) no later than 90 days after the end of each Fiscal Year, the audited consolidated financial statements in Thai and in English, together with the notes, reports and documents annexed thereto, and attached with the Report of the Auditor.

(b) no later than 15 days after the end of each quarterly period of a Fiscal Year, un-audited consolidated financial statements in English as certified by the

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duly authorized officer of the Company; and

(c) no later than 15 days after the end of each month, un-audited financial statements in English, as certified by the duly authorized officer of the Company.

5.2.4 If a Party (the “Requesting Party”) is obliged to provide the accounts, records and financial statements based on the accounting principles generally accepted in a country other than the Country (the “Additional Financial Statements”) under any regulations or rules of the relative country/countries of the Requesting Party, the Requesting Party may cause the Company, at the Company’s expense, to provide the Additional Financial Statements as and when required by such Requesting Party. The other Parties agree to cause the Company to comply with the request of the Requesting Party. Notwithstanding the foregoing, the Parties agree that if such a request is made by a Requesting Party and the cost to the Company would materially affect the Business Plan due to the then current cash position of the Company, the Parties may mutually agree on an appropriate allocation of the cost of such request.

ARTICLE VI OBLIGATIONS and RIGHTS OF THE PARTIES

Section 6.1 Noble Function

Noble shall provide know how and technical information and assistance to the Company to assist the Company in the manufacture and sales of the Products, on such terms and subject to such limitations as may be agreed upon by the Parties.

Main functions of Noble are as follows.

(a) All technical issues

(b) Manufacturing and plant operation

(c) Sales promotion based on Noble’s technical and engineering expertise.

Section 6.2 Sumitomo Function

Sumitomo shall procure (and process if required) the materials for the Products and marketing the Products and the Company shall first acquire the materials from Sumitomo to the extent that such materials are competitive in price or other conditions.

Main functions of Sumitomo are as follows.

(a) Total management including administration matter

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(b) Sales promotion based on Sumitomo’s integrated corporate strength and network.

(c) Material procurement and processing (unless otherwise directed by the Company’s customers)

Section 6.3 Land

TSSC shall provide certain land located at 789/2 Moo1 Nong Kor -Laem Chabang Rd, Nongkham, Sri Racha, Chonburi 20280 Thailand for the use of the Company as per the terms and conditions as set forth in the Land Lease Agreement immediately after obtaining approval from the Ministry of Commerce for a foreign business license in respect of a lease of land. A rent shall be paid by the Company to TSSC in an amount and on such terms as may be agreed upon by the Parties in the Land Lease Agreement, which Land Lease Agreement must be approved by the Board. If all Sumitomo parties shall cease to be a Shareholder of the Company, the Land Lease Agreement shall be subject to review or terminate as set forth in the Land Lease Agreement.

Section 6.4 Equipment

Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge the obligation of the Company to purchase certain equipment from Noble or its affiliates as set forth in the MOU, and each party hereto confirms its consent to such purchase on the terms set forth in the MOU.

Section 6.5 Agreement with the Company

The Parties shall not force the Company to enter into any agreement which may constitute conflicts of the Company’s interest in management and in procurement of the material or equipment for their products and facilities of the Company. The Parties shall use their best efforts to cause the Company and its employees to adhere to local laws and the internal policies of the Parties relating to ethical conduct, adherence to laws and conflicts of interest.

Section 6.6 Non-Competition

6.6.1 Each Party agrees that, except as provided in Section 6.5.2, (i) it will conduct, and will cause its subsidiaries and affiliates to conduct, the Business and activities related to the manufacture and sale of Products in Thailand solely through the Company and (ii) it will not compete with the Company in the Business, either directly or indirectly, whether by itself or through its subsidiaries and affiliates,

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anywhere in Thailand (collectively, the “Non-Compete”). The Parties hereby acknowledge and agree that:

(i) the Non-Compete is necessary for the protection of the legitimate business interests of the Company;

(ii) the scope of the Non-Compete with respect to time, geography, and types and limitations of activities restricted, is reasonable;

(iii) The Parties have no intention of competing with the Business within the area and the time limits set forth in this Agreement; and

(iv) breach of the Non-Compete will be such that non-breaching Party(Parties) will not have an adequate remedy at law because of the unique nature of the operations of the manufacture and sale of such Products manufactured in the Business and the interests being acquired by such breaching Party hereunder.

6.6.2 Any and all work, business and/or activities which the Parties and/or its subsidiaries and affiliates are currently engaged in around the world, and the continuation of such work, business and/or activities, regardless of its potential competition with the Business outside of Thailand, are expressly permitted.

Section 6.7 Intellectual Property

In no event shall the Company or any Party have any rights of ownership, use or license of any designs, patents, developments, know-how or other intellectual property rights of any other Party, whether or not existing as of, or developed after, the date of this Agreement, except as may be set forth in any written licensing agreement between any Party and the Company or another Party.

ARTICLE VII ADDITIONAL FUNDING

Section 7.1 Financing

Any financing required for the operation of the Company shall be obtained by the Company through its own efforts. If the Company is not able to obtain sufficient financing from financial institutions, the parties shall, upon the request of the Board as referred to in Section 4.2.7 and subject to the Parties’ internal requirements for board or shareholder approval, provide the Company with financial support in proportion to their respective shareholding ratios by way of share subscription or giving direct loans or guarantees in favor of financing institutions or otherwise, as determined by the Board. To the extent the Parties guaranty any such loans,

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the Parties shall enter into an appropriate contribution agreement in order to limit their exposure under such guarantees to an amount consistent with the Shareholding Ratios. The Company may pursue and obtain financing from sources within and outside of Thailand, subject to local laws.

Section 7.2 New Shares

Whenever the Company issues new Shares, the Parties shall have the preemptive right to subscribe to such new Shares in proportion to their existing respective shareholding ratios. If any Party does not exercise such preemptive right with respect to all or a part of the new Shares, the other Parties shall have the right to subscribe for those Shares in proportion to the percentage holding of their existing Shares. For the avoidance of doubt, If a Party who does not exercise such preemptive right with respect to all or a part of the new Shares is one of Sumitomo companies; another Sumitomo company shall have the preemptive right to subscribe such new Shares.

Section 7.3 Failure to Contribute

7.3.1 If any Party shall fail to timely contribute to the Company any amount required to be contributed or lent by such Party under Sections 3.3, 7.1 and 7.2 or any amount agreed to be contributed or lent by such Party (in any case a “Failure to Contribute”) such Party (“Contribution Defaulting Party”) shall be subject to the remedies provided under this Section in addition to the other remedies for default provided under this Agreement, the Articles, under any other agreement by or among the Parties or any of them, or under applicable laws.

7.3.2 Any amount which the Contribution Defaulting Party shall have failed to contribute or lend shall bear interest monthly, at a percentage rate equal to the prime lending rate of Bank of Thailand as in effect at the beginning of each month for which interest is determined, plus three (3) additional percentage points per annum (“Default Interest”), from the date of the Failure to Contribute until the first to occur of (i) the date of full payment of the amount required to be contributed, or (ii) the date an Advancing Party makes an advance under Section 7.3.4 below of the amount required to be contributed. In addition, any Failure to Contribute shall be subject to the exercise by the Company of any and all available collection remedies.

7.3.3 Unless another Party shall have become an Advancing Party pursuant to Section 7.3.4 below, during the period beginning with the date of the Failure to Contribute and continuing until the cure thereof by the Contribution Defaulting Party pursuant to Section 7.3.5 below, the Shares held by the Contribution Defaulting Party shall be treated as though they had been cancelled for purposes of the exercise of any management, voting or other rights provided under this Agreement or the Articles (including the right pursuant to Section 4.2 of this Agreement for the Contribution Defaulting Party to appoint (and remove) nominees to the Board of Directors or by

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applicable laws and for purposes of determining and making dividends or distributions.

7.3.4 In the event of a Failure to Contribute, each Party which is not itself a Contribution Defaulting Party, shall have the right to advance to the Company the amount which a Contribution Defaulting Party has failed to contribute or lend (as the case may be) subject to the terms and conditions provided in this Section 7.3.

(i) In case the Contribution Defaulting Party fails to contribute to the Company any amount required to be contributed and if a Party (“Advancing Party”) makes an advance pursuant to this Section 7.3.4(i), such advance shall be treated as a capital contribution to the Company by the Contribution Defaulting Party. In addition, the advance by the Advancing Party (in any case) shall create an immediately payable loan from the Advancing Party to the Contribution Defaulting Party, bearing the Default Interest.

(ii) Notwithstanding Section 7.3.3 above, during the period beginning with the date of an advance by an Advancing Party and continuing until full repayment of the resulting loan and all accrued interest due thereon by the Contribution Defaulting Party pursuant to Section 7.3.5 below, the Parties agree that any management, voting or other rights provided by this Agreement or the Articles (including the right pursuant to Section 4.2 of this Agreement for the Contribution Defaulting Party to appoint (and remove) nominees to the Board of Directors and for purposes of determining and making dividends or distributions) of the Contribution Defaulting Party shall be suspended and cannot be exercised. In addition, any Failure to Contribute for which an Advancing Party makes an advance hereunder shall be subject to the exercise by the Advancing Party of any and all available collection remedies.

7.3.5 Upon a cure of the Failure to Contribute by the Contribution Defaulting Party (by either paying to the Company the full amount of the amount required to be contributed or paying to the Advancing Party the full amount of the loan under Section 7.3.4, in each case with all interest due to the Company or an Advancing Party pursuant to Sections 7.3.3 or 7.3.4 above), the voting and dividend/distribution rights of the Shares held by a Contribution Defaulting Party shall be restored, but such former Contribution Defaulting Party shall have no right to reconsideration of any decision taken during the period when such Defaulting Party’s voting rights were suspended pursuant to Section 7.3.3 or exercised.

ARTICLE VIII TRANSFER OF SHARES

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Section 8.1 Restriction on Transfer

Except as expressly permitted in clauses 7.2, 8.2 or 8.3, no Party shall sell, transfer, assign, pledge, encumber or otherwise dispose of the whole or any part of the Shares owned by it, without the prior written consent of all other parties hereto.

Section 8.2 Right of First Refusal

8.2.1 Any party (“Selling Party”) may sell the entirety of its Shares pursuant to a bona fide offer to purchase such whole block of Shares for cash from a person who is approved by the Board (“Offeror”); PROVIDED THAT the following procedures shall have been first completed:

(i) The Selling Party shall give notice of such offer to each other Party (“Continuing Party”), including the identity of the Offeror, the price and all other terms of the offer;

(ii) The Selling Party shall include in such notice an offer to sell its Shares to the Continuing Party at the same price and upon the same terms on which it is willing to sell its Shares to the Offeror;

(iii) The Continuing Party shall have the right to accept such offer within 60 days from the date such notice is received and such offer shall remain open for acceptance for such period;

(iv) In the case of there being more than one Continuing Party: (x) the Continuing Parties shall be entitled among themselves to purchase the Shares of the Selling Party in the proportion that their respective Shares bear to the total outstanding Shares held by all such Continuing Parties; (y) if one of the Continuing Parties does not accept within such 60 day period such relevant part of the Shares for sale, the offer shall be deemed rejected and the Selling Party shall notify such other Continuing Party of the rejection. In such case, the other Continuing Party shall have the right within 30 days after such last mentioned notice is given to purchase the unaccepted part of the Shares at the same price and on the same terms and conditions; and

(v) If the whole of the Shares offered by the Selling Party is not accepted by one or more of the Continuing Parties, then the Selling Party may, subject to the satisfaction of the conditions set forth in clause 8.2.2, complete the sale to the Offeror in accordance with the Offeror’s offer within 60 days after the expiration of either the period of 60 day period referred to in subparagraph (iii) above or the 30 day period referred to in sub-paragraph (iv) above, as the case may be, but not otherwise.

8.2.2 No sale of the Shares under this Section 8.2 may be made unless all of the following conditions shall have been satisfied on or prior to the completion of any such sale:

(i) The Offeror shall have entered into an agreement with the Continuing Party or Parties in the form satisfactory to the Continuing Parties, undertaking that the Offeror shall become a Party hereto and be bound by the terms and

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conditions hereof;

(ii) The Selling Party shall have fully performed all financing obligations under Section 7.1 (including the obligation to guarantee any financing obtained by the Company in accordance with the terms of this Agreement) or the Offeror shall have formally assumed such financing obligations;

(iii) There exists no Event of Default and no event that with the giving of notice or the lapse of time or both would constitute any Event of Default; and

(iv) The sale of the Shares will not result in a default under the terms of the lenders’ credit agreement with the Company.

8.2.3 The transferee of the Shares may not be a competitor of a Continuing Party and shall be of high reputation and creditworthiness as the Board may reasonably require. Insofar as those requirements are met, the approval of the Board to such transfer will not be unreasonably withheld.

8.2.4 For the avoidance of doubt, transfer of the Shares among SC, SCOA, SCT and TSSC shall not be subject to the Right of First Refusal under Section 8.2 but may occur upon written notice to all other Parties. Each of SC, SCOA, SCT and TSSC may, at any time, transfer its Shares in Company to each other provided that Section 8.2.2 shall apply to all such transfers.

8.2.5 Notwithstanding the provisions of Section 8.2, the Parties may transfer all or a part of its Shares to its wholly owned subsidiary so long as the other Parties accept such transfer in writing and Section 8.2.2 shall apply to all such transfers.

Section 8.3 Mandatory Transfer

8.3.1 If this Agreement is terminated with respect to a Party (“Defaulting Party”) pursuant to Section 9.4 the other Party (“Non-Defaulting Party”) shall have the option, exercisable by written notice to the Defaulting Party which shall be given within 60 days after such termination, either:

(a) to purchase all the Shares then owned by the Defaulting Party at the price equal to 95 % of the “Net Worth Price” determined pursuant to Section 8.3.2; or

(b) to sell to the Defaulting Party all of the Shares then owned by the Non-Defaulting Parties at the price which shall be the higher of:

(i) the Net Worth Price; and

(ii) the fair market price determined by the Auditor (the “Fair Market Price”) .

If there is more than one Non-Defaulting Party, such purchase by the Non-Defaulting Parties will be made in the proportion that their respective Shares bear to the total of the Shares owned by the Non-Defaulting Parties, unless otherwise agreed between the Non-Defaulting Parties.

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8.3.2 The “Net Worth Price” shall mean an amount determined by dividing:

(i) the net worth of the Company as of the end of its immediately preceding Fiscal Year (or, if requested by the Non-Defaulting Party (Parties), that of the Company at the end of the calendar month immediately preceding the month in which this Agreement is terminated) determined by the Auditor of the Company in accordance with the generally accepted accounting principles and practices consistently applied for auditing the Company;

BY

(ii) the number of all Shares of the Company then issued and outstanding.

For the foregoing purpose, the “net worth” of the Company means the sum of the capital and surplus accounts shown on the financial statements prepared by the Auditor, less the amount of any goodwill and other intangibles if included in any financial statements as assets of the Company. If the financial statements of the Company indicate negative net worth, the Defaulting Party is required to transfer its Shares to the Non-Defaulting Party (Parties) without any consideration or payment.

8.3.3 The purchase or sale of the Shares pursuant to this clause shall be completed within thirty (30) days after the Auditor’s determination of the price pursuant Section 8.3.2.

8.3.4 No termination of this Agreement nor purchase or sale of the Shares pursuant to this clause shall be construed to release or discharge the Defaulting Party from its financial obligations under Section 7.1 which remain unperformed or outstanding as of the termination of this Agreement.

8.3.5 The cost of the Auditor relating to this Section 8.3 shall be borne entirely by the Defaulting Party.

Section 8.4 Transfer To Holding Company

The Parties agree that the Shares held by the Parties may be transferred into one or more holding companies in which Noble (or its affiliates) and SC or SCOA (or their affiliates) each own 50% of the equity interests, subject to the tax implications on each Party and execution of a definitive agreement on such transfer of the Shares.

ARTICLE IX TERM AND TERMINATION

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Section 9.1 Term

This Agreement shall become effective upon the execution of this Agreement and shall, unless earlier terminated hereunder, remain in effect until:

(i) all the Parties agree in writing to the termination thereof; or

(ii) all the Shares become beneficially owned by one Shareholder; or

(iii) the Company goes into liquidation whether voluntary or involuntary (other than for the purpose of an amalgamation or reconstruction approved by all the Shareholders) or is wound up.

None of the Parties shall have any liability, responsibility or claim to the other parties for the termination of this Agreement pursuant to this Section 9.1.

Section 9.2 Accumulated Losses

9.2.1 In the event that the accumulated losses of the Company appearing on its balance sheet at the end of any Fiscal Year exceed an amount equal to fifty percent (50%) of its legal capital or in the event that net profit of the Company does not reach USD1,000,000 (United States Dollars One Million) or equivalent thereof in three consecutive Fiscal Years beginning with the 2009 Fiscal Year, Noble and Sumitomo may offer to the other Party to discuss in good faith with each other steps to be taken therefore.

9.2.2 If Noble and Sumitomo cannot reach an agreement on such steps within 90 days, any Party may offer to liquidate the Company. Regardless of the above, in the case of any party intending to oppose to liquidate the Company (the “Remaining Party”), such Party to have the obligation to notify such intention to the other Party within 30 days from the date of such motion and to purchase all, but not less than all, of other Party’s Shares (“Termination Notice”).

9.2.3 The price of the Shares to be purchased by the Remaining Party under Section 9.2 shall be at the higher of the Net Worth Price or Fair Market Price. The cost of any accounting or appraisal fees in determining the Net Worth Price and Fair Market Price shall be shared by the parties according to their respective Shareholding Ratios.

9.2.4 The purchase or sale of the Shares pursuant to this Section 9.2.2 shall be completed within thirty (30) days after Termination Notice.

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Section 9.3 Buyout Procedures in Case of Deadlock

9.3.1 In the event either Party delivers a Deadlock Notice pursuant to Section 4.4, each of Noble and Sumitomo shall contemporaneously submit to the Auditor, within ten (10) Business Days after delivery of the Deadlock Notice, a valuation notice (“Valuation Notice”) setting forth the value of the Company according to which such Party would agree to buy the Shares of the other Party. Promptly after receipt of each Valuation Notice, the Auditor shall deliver the Valuation Notices it receives to each Party on the same date. The Party submitting the highest value of the Company (the “Purchasing Party”) shall have the right to purchase the Shares of the other Party (the “Deadlock Selling Party”) at a purchase price equal to the value set forth in the Purchasing Party’s Valuation Notice multiplied by the Shareholding Ratio of the other Party as of the date of the Valuation Notice (the “Buyout Price”), and the Deadlock Selling Party shall be obligated to sell the Purchased Shares to the Purchasing Party at the Buyout Price.

9.3.2 In the event that the Parties submit the same value of the Company, then within ten (10) Business Days from the date on which the Auditor delivers the Valuation Notices to the Parties, the Parties shall negotiate in good faith the additional amount (the “Premium”) that each Party is willing to pay for the purchased equity interest. In the event the Parties are unable to reach an agreement on the Premium payable for the purchased equity interest within such ten (10) Business Day period, the Parties shall each submit a proposal for the Premium in a sealed envelope to the Auditor within five (5) Business Days of the expiration of such period. Subject to Section 9.3.4, the Party offering the highest Premium shall be the Purchasing Party and shall have the right to purchase the purchased Shares at the Buyout Price plus such Premium (the “Final Share Purchase Price”).

9.3.3 If Sumitomo is the Purchasing Party, then within ten (10) Business Days after the date (i) of delivery of the Valuation Notices by the Auditor pursuant to Section 9.3.1, or (ii) the Premium is determined in accordance with Section 9.3.2, Sumitomo and Noble shall execute a Share transfer contract with respect to the purchase by the Purchasing Party of the purchased Shares at the Buyout Price or the Final Share Purchase Price, as the case may be.

9.3.4 The Parties agree, that notwithstanding anything to the contrary in this Section 9.3, after completion of the procedures set forth in Sections 9.3.1 and/or 9.3.2, if Noble would otherwise be the Purchasing Party, Sumitomo shall have a right of last refusal to purchase Noble’s Shares at the Buyout Price or the Final Share Price, as the case may be, plus an additional premium of 5% of such Buyout Price or Final Share Price (the “Sumitomo Right of Last Refusal”). Sumitomo may exercise such Sumitomo Right of Last Refusal by delivering written notice to Noble within ten (10) Business Days after the date of determination of the Buyout Price or if applicable, the Final Share Purchase Price (“the Right of Last Refusal Period”). If Sumitomo exercises the Sumitomo Right of Last Refusal, then, within ten (10) Business Days after such exercise, Sumitomo and Noble shall execute a Share transfer contract with respect to the purchase by Sumitomo of the purchased Shares at the Buyout Price or the Final Share Purchase Price, as the case may be, plus the additional 5% premium. If Sumitomo fails to exercise the Sumitomo Right of Last Refusal, then, within ten (10) Business Days after the expiration of the Right of Last Refusal Period, Sumitomo and Noble shall execute a Share transfer contract with respect to the purchase by Noble of the purchased Shares at the Buyout Price or the Final Share Purchase Price, as the case may be.

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9.3.5 The Parties shall thereafter terminate this Contract and amend the Articles of Association to reflect the change in the Shares in the Company subsequent to the completion of the transaction under the relevant equity interest transfer contract and to reflect changes in the composition of the Board. Each Party shall promptly cause the directors on the Board appointed by it to vote in favor of a resolution approving the transfer. If any director does not vote in favor of such resolution, the Party that appointed such director shall promptly remove and replace such director and cause the newly appointed director to vote in favor of the resolution approving the transfer. The Parties shall (i) cause the Company to apply to the local government for approval of the transfer and the amendments to the Articles of Incorporation and any required permits, and (ii) use their respective best efforts to assist the Company to obtain all such approvals and the permits.

9.3.6 In the event that neither Party issues a Valuation Notice in accordance with Section 9.3.1, the Company shall be dissolved and liquidated in accordance with the provisions of Section 9.5 below.

Section 9.4 Events of Default

9.4.1 Upon occurrence of any of the following events (each an “Event of Default” and collectively “Events of Default”), any Non-Defaulting Party may terminate this Agreement with respect to such Defaulting Party by written notice to the Defaulting Party:

(a) If any party defaults in performance of any provision of this Agreement and if such default is not cured within 30 days after a notice of default has been given by the Non-Defaulting Party to the Defaulting Party (or if the nature of the default is such that it cannot be cured within 30 days, such reasonable time thereafter not to exceed 90 days provided that the Defaulting Party is actively pursuing the cure of the Event of Devault);

(b) If any party hereto (i) applies for or consent to the appointment of a receiver, trustee or liquidator (or similar insolvency practitioner) of all or a substantial part of its assets, (ii) is unable, or admits in writing its inability, to pay debts as they mature, (iii) makes a general assignment for the benefit of creditors, (iv) is adjudicated bankrupt or insolvent (or similar insolvency procedure or status) or (v) is the subject of a petition in bankruptcy or a petition seeking reorganization or arrangement with creditors to take advantage of any insolvency law.

9.4.2 Termination of this Agreement pursuant to this Section 9.4 and other rights granted to or acquired by a Non-Defaulting Party hereunder shall be cumulative and will not prejudice any rights or remedies which may be available to any Non-Defaulting Party hereunder or otherwise.

Section 9.5 Liquidation Procedures

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9.5.1 The dissolution and liquidation of the Company shall be conducted in accordance with the then applicable laws of the Country and the provisions of this Agreement and the Articles.

9.5.2 The Board shall formulate liquidation procedures and principles, publish an announcement of the liquidation in accordance with relevant regulations, provide written notice of the liquidation to creditors of the Company and establish a liquidation committee (the “Liquidation Committee”). The Liquidation Committee shall be composed of four (4) members. Each of Noble and Sumitomo shall have the right to appoint two (2) members of the Liquidation Committee. All decisions of the Liquidation Committee shall be adopted by the members of the Liquidation Committee unanimously. The Company shall deliver to each member of the Liquidation Committee written notice of each meeting of the Liquidation Committee at least ten (10) Business Days prior to the date of such meeting or such shorter period as agreed by all of the members of the Liquidation Committee.

9.5.3 The tasks of the Liquidation Committee shall be to conduct a thorough survey of the property, claims and debts of the Company, draw up a balance sheet and inventory of assets of the Company, propose a basis for the valuation of the Company and formulate a liquidation plan, all of which shall be implemented after it has been submitted to and adopted by the Board. The approved liquidation plan shall be submitted to the Ministry of Commerce of Thailand for their record.

9.5.4 During the period of liquidation, the Liquidation Committee shall represent the Company in any legal proceeding.

9.5.5 The expenses of liquidation and the remuneration of the members of the Liquidation Committee shall be paid with priority from the existing assets of the Company.

9.5.6 After payment of other fees, costs and third party claims in accordance with Laws, the balance of liquidation proceeds shall be distributed to the Parties in proportion to their respective shareholding ratios.

9.5.7 After the liquidation of the Company is completed, the Liquidation Committee shall promptly submit a report thereon to a Shareholders Meeting for approval and to the local authorities as necessary. The Liquidation Committee shall then carry out the procedures for turning in the Company’s Business License and canceling its registration, and at the same time, make any required public announcement of such actions.

ARTICLE X OPERATING POLICY

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Section 10.1 Dividend Policy

Unless otherwise agreed by Noble and Sumitomo and subject to all applicable legal reserve requirements under the laws of the Country, the Company shall distribute more than 50% (fifty percent) of the distributable profit in accordance with the Shareholding Ratio unless agreed to by the Shareholders. Questions related to distributable profit shall be determined by the Shareholders taking into account applicable laws.

Section 10.2 Material Supply

Basically, material will be supplied by or at the direction of customers of the Company. Otherwise Sumitomo will supply the material (including material processing) to the Company to the extent that such materials are competitive in price or other conditions and approved by the Board of Directors of the Company. For the purpose of this Section 10.2, prior to execution of any supply agreement with any third party for the purchase of such raw materials, the Company shall provide Sumitomo in writing the material terms of the proposed supply arrangement and Sumitomo shall have ten (10) days to deliver notice to the Company of its intent to supply the Joint Venture such raw materials in accordance with the proposed terms of the supply arrangement. If Sumitomo declines to supply such raw materials or if the Company does not receive Sumitomo’s written notice of intent to supply within said ten (10) day period, the Company may contract with any third party for the supply of such raw materials on the terms contained in the proposed supply arrangement (and such other terms as such parties may agree).

Section 10.3 Parties’ Liability

The Parties shall not be liable beyond the amount of their respective capital contributions and loans for any of the debts, obligations, losses or other liabilities of the Company, except to the extent that any Party may have guaranteed an obligation of the Company. The Parties shall cause the Company to procure insurance for the Company, its employees and the parties in amounts determined by the Board. Such insurance shall include liability, property, workers’ compensation, employment and other insurance commonly procured by similar companies.

ARTICLE XI MISCELLANEOUS

Section 11.1 Confidentiality

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Each of the Parties will keep secret and confidential and will not disclose to any third party nor use in any unauthorized manner any confidential information which such party may have acquired through the negotiations leading to the conclusion of this Agreement or which they may acquire through their participation in the Company or through their appointed Directors of the Company. Notwithstanding the foregoing, the information which:

(a) is now or hereafter becomes, through no fault or negligence of either of the receiving Party, in the public domain;

(b) was lawfully obtained by the receiving party from a third party who has breached no obligation to the disclosing party or any other party with respect thereto;

(c) was already known to the receiving party prior to disclosure of the Confidential Information as shown by its written records in existence at the time of disclosure;

(d) was independently developed by the receiving party without making use of any Confidential Information nor other information that the disclosing party disclosed in confidence to any third party; or

(e) is required to be disclosed pursuant to any law, rule or regulation or the order of any court or governmental agency;

shall not be subject to the confidentiality hereunder.

Section 11.2 Governing Law

This Agreement shall be governed by the laws of Thailand. Any dispute or controversy arising out of or relating to this Agreement or the breach thereof shall be settled, by arbitration in Hong Kong in accordance with the rules of the International Chamber of Commerce, and the arbitral award shall be final and binding upon the parties hereto, and shall be enforceable in any court of competent jurisdiction. The language of the arbitration shall be English and the number of arbitrators will be 3, appointed in accordance with the said rules in the absence of agreement between the parties within 30 calendar days from a notice being served by one party to the other hereunder regarding submission of a dispute to arbitration.

Section 11.3 Assignment

Except to the extent set forth in Section 8.2.4, this Agreement shall not be assignable by any Party hereto without the prior written consent of the other Parties.

Section 11.4 Entire Agreement

This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter contained herein and merges all prior discussions among the Parties and none of the Parties hereto shall be bound by any previous agreements, negotiations,

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commitments and writings other than as expressly stated in this Agreement. No modification, supplement or waiver of any provision hereof shall be valid unless made in writing and signed by the duly authorized representatives of all the parties hereto.

Section 11.5 Notice

Except as otherwise provided in this Agreement all notices required or permitted to be given hereunder shall be in writing and shall be valid and sufficient if dispatched by registered airmail, postage prepaid, or by facsimile or cable, addressed as follows:

As to Noble:
For the attention of Andrew J. Tavi, General Counsel
NOBLE INTERNATIONAL, LTD.
Address:	840 W. Long Lake Road, Suite 601
	Troy, MI (USA) 48098
Facsimile:	248.519.0702
As to SC:
For the attention of Yoshiaki Hori, Assistant to General Manager
Steel Sheet products for Automotive Industries Dept.
SUMITOMO CORPORATION
Address:	1-8-11 Harumi, Chuo-ku, Tokyo, Japan
Facsimile:	(81)-3-5859-6835
As to SCOA:
For the attention of Hiroshi Murakami, Manager, Steel & Non-Ferrous Metal Group
SUMITOMO CORPORATION OF AMERICA
Address:	6133 N. River Rd., Rosemont, IL 60018
Facsimile:	(1)-847-384-0563
As to SCT:
For the attention of Yoshinori Nagano, EVP, Metal Div. Head
SUMITOMO CORPORATION THAILAND, LTD.
Address:	20th & 21st Floor, M.Thai Tower, All Seasons Place
	87 Wireless Rd., Lumpini, Phatumwan
	Bangkok 10330, Thailand

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Facsimile:	(66)-2-654-0066
As to TSSC:
For the attention of Sadahiko Yamada, Managing Director
THAI STEEL SERVICE CENTER
Address:	47 Moo 7 Soi Watmahawong Poochaosamingprai Rd.,
	Samrong, Samutprakarn, Thailand 10130
Facsimile:	(66)-2-398-5339

Any party may change its address by a notice given to the other parties in the manner set forth above.

Section 11.6 Sumitomo Parties

Except as may be specifically set forth in this Agreement, reference to Party when applied to Sumitomo, and any reference to Sumitomo, shall be deemed to include each of SC, SCOA, SCT and TSSC collectively and all such parties shall be treated for all purposes hereunder as one Party. No Sumitomo Party shall exercise any right, or be conferred any remedy, separate or distinct from, or in addition to, the rights or remedies of the Sumitomo Parties collectively.

Section 11.7 Severability

If any provision of this Agreement shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any legal and enforceable provisions hereof, which shall be construed as if such illegal and unenforceable provision or provisions had not been inserted herein, unless such illegality or unenforceability shall destroy the underlying business purpose of this Agreement.

Section 11.8 Legend

Any certificates representing the Shares shall bear an appropriate legend referring to the restrictions contained in this Agreement.

Section 11.8 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.

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[Signatures on Next Page]

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement as of the day first above written.

NOBLE EUROPEAN HOLDINGS, B.V.
	/s/ Thomas L. Saeli
Name:	Thomas L. Saeli
Title:	Managing Director
SUMITOMO CORPORATION
	/s/ Naoki Hidaka
Name:	Naoki Hidaka
Title:	Executive Officer
SUMITOMO CORPORATION OF AMERICA
	/s/ Toshihiko Kaji
Name:	Toshihiko Kaji
Title:	Senior Vice President and General Manager
SUMITOMO CORPORATION THAILAND, LTD.
	/s/ Yasuo Kuroda
Name:	Yasuo Kuroda
Title:	President
THAI STEEL SERVICE CENTER LTD.
	/s/ Sadahiko Yamada
Name:	Sadahiko Yamada
Title:	Managing Director

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SCHEDULE 1 TRANSFER OF SHARES

Name of Seller	Name of Purchaser	Number of Shares to be transferred	Amount to be paid by the Purchaser to the Seller
Hidaka Naoki	Noble	1	BHT	1,000-
	SC	296	BHT	296,000-
	SCOA	1	BHT	1,000-
	SCT	1	BHT	1,000-
	TSSC	1	BHT	1,000-
Takada Yukio	SC	300	BHT	300,000-
Kawasaki Kiyotaka	SC	300	BHT	300,000-
Horie Makoto	SC	300	BHT	300,000-
Koshiba Mitsuhiro	SC	300	BHT	300,000-
Hashimoto Keizo	SC	300	BHT	300,000-
Noguchi Mizuhisa	SC	300	BHT	300,000-

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SCHEDULE 2 [OMITTED]

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SCHEDULE 3 APPOINTMENT OF DIRECTORS AND OFFICERS

Name of Persons to be appointed as Directors

Name	Position	Nominated by
Craig Parsons	Director (Vice Chairman)	Noble
Robert Whitmore	Director	Noble
Kiyotaka Kawasaki	Director (Chairman)	Sumitomo
Keizo Hashimoto	Director	Sumitomo

Name of Persons to be appointed as Officers

Name	Position	Nominated by
[TBD]	Vice President	Noble
Keizo Hashimoto	President	Sumitomo

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EXHIBIT A NEW ARTICLES

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EXHIBIT B SHARE SALES AND PURCHASE AGREEMENT

(For Noble)

THIS SHARE SALES AND PURCHASE AGREEMENT (“Agreement”) is made into this 7th day of October 2008 by and among:

NOBLE EUROPEAN HOLDINGS B.V., a private company with limited liability duly organized and validly existing under the laws of the Netherlands, having its principal place of business at 1043 BW, Naritaweg 165, Amsterdam, the Netherlands (“Noble”);

SUMITOMO CORPORATION, a corporation duly organized and validly existing under the laws of Japan, having its principal place of business at 1-8-11 Harumi, Chuo-ku, Tokyo, Japan (“SC”); and

HIDAKA NAOKI, an individual residing in Tokyo, Japan (“Promoter”).

WITNESSETH:

WHEREAS, Promoter owns 300 shares in Summit Steel (Thailand) Co., Ltd., a Thai corporation with its principal place of business at 789/2 Moo1 Sai Nong Kor -Laem Chabang Rd, Nongkham, Sri Racha, Chonburi 20280 Thailand (the “Company”); and

WHEREAS, SC wishes Noble to invest in the Company by way of purchasing certain shares in the Company owned by Promoter and Noble wishes so to invest in the Company.

NOW, THEREFORE, in consideration of mutual covenants herein set forth, the parties hereto agree as follows:

ARTICLE 1 SALES AND PURCHASE OF THE SHARES

Upon the terms and subject to the conditions set forth in this Agreement, Promoter shall sell to Noble, and Noble shall purchase from Promoter, one (1) shares of common voting stock of the Company (the “Shares”) constituting 0,048% of all issued and outstanding shares of common voting stock of the Company for an aggregate price of BHT1,000 (the “Purchase Price”).

ARTICLE 2 CLOSING

2.1 The closing of the sale and purchase of the Shares hereunder (the “Closing”) shall take place at such time and place as the parties hereto may mutually agree upon. The date of the Closing shall be hereinafter referred to as the “Closing Date”.

2.2 At the Closing, Promoter shall deliver to Noble: (i) duly executed and stamped share transfer document in the form and substance satisfactory to Noble; (ii) certified copy of the relevant page in the share register book of the Company showing the name of Noble as the registered owner of the Share; (iii) a share certificate representing the Share issued in the name of Noble; and (iv) if required by the Company’s articles of association, a copy of the minutes of the board of directors of the Company approving the transfer of the Share to Noble.

Subject to the performance by Promoter of its obligations above, Noble shall, on the Closing Date, pay the Purchase Price of the Shares to Promoter by a check payable to the order of Promoter or in cash or by wire transfer.

Article 3 REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

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3.1 The Promoter and SC, jointly and severally, represent, warrant and covenant to Noble as follows:

(a) The Company is duly organized, validly existing and in good standing under the laws of Thailand (to the extent such concepts are applicable under applicable Thai law), and the Company has full authority and is licensed to enter into this Share Sales and Agreement and to own its properties and to carry on its business as now conducted.

(b) The Company has delivered to Noble or a representative of Noble true and correct copies of the Company’s articles of association as in effect as of the date of this Agreement.

(c) The capitalization of the Company as of the date hereof is as follows:

BHT 2,100,000

No other Interests of the Company are issued or outstanding. There are no options, calls, warrants or other securities or rights outstanding which are convertible into, exercisable for or relate to any other shares of the Company.

(d) The Shares purchased by Noble will be delivered to Noble free and clear of any and all pledges, liens, security interests, voting trust or agreement or any other similar interests.

(e) This Agreement is a legal, valid and binding obligation of the Company enforceable in accordance with its terms.

(f) As of the date of this Agreement, there are no lawsuits, proceedings, claims or governmental investigations (collectively, “Litigation”) pending or, to the knowledge of the Promoter or SC, threatened against, the Company or against or involving any of its properties or businesses.

(g) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not:

(i) violate, conflict with or result in the breach of any provision of the Company’s articles of association or other constitutional documents;

(ii) violate any laws and regulations applicable to the Company;

(i) All representations, warranties and covenants made by each of Promoter and SC are true and correct and will be true and correct in all material respects as of the Closing Date.

3.2 Promoter and SC hereby agree, jointly and severally, to indemnify and hold harmless Noble and Noble’s stockholders, members, directors, managers, officers, employees, and agents (collectively, the “Noble Indemnified Parties”) from and against any and all losses, damages, actions, claims, suits, judgments, fees, costs, and expenses (including reasonable attorney’s fees and expenses) (“Losses”) suffered or incurred by any such party and arising out of, relating to, or in connection with: (a) the breach by the Promoter or SC of any representation or warranty made by the Promoter or SC in Sections 3.1(b),(c)(d) and (e) of this Agreement; (b) any liabilities of the Company existing as of the date the Share is

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transferred to Noble, other than (i) obligations that may be owing by the Company to Noble or its affiliates, (ii) loans from Sumitomo Corporation Thailand in amounts that Noble has given its prior consent and (iii) reasonable and ordinary course expenses of the Company incurred in its establishment and operation.

3.3 In no event shall Promoter and SC be responsible, whether in contract or warranty, tort or on any other basis, to Noble for any special, incidental, consequential, indirect or exemplary damages. Notwithstanding anything to the contrary provided in this Agreement, the aggregate liability of Promoter and SC to Noble under this Agreement shall not exceed the amounts subscribed to (and actually paid) to the Company pursuant to Section 3.3 of the Joint Venture Agreement relating to the Company dated October 7, 2008 among Noble, SC and the other parties thereto.

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ARTICLE 4 MISCELLANEOUS

4.1 This Agreement shall be governed by the laws of Thailand. Any dispute or controversy arising out of or relating to this Agreement or the breach thereof shall be settled, by arbitration in Hong Kong in accordance with the rules of International Chamber of Commerce, and the arbitral award shall be final and binding upon the parties hereto, and shall be enforceable in any court of competent jurisdiction.

4.2 This Agreement shall not be assignable by any party hereto without the prior written consent of the other parties.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement as of the day first above written.

NOBLE EUROPEAN HOLDINGS B.V.

Name:

Title:

SUMITOMO CORPORATION

Name:

Title:

HIDAKA NAOKI

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(For Sumitomo)

THIS SHARE SALES AND PURCHASE AGREEMENT (“Agreement”) is made into this [    ] day of October, 2008 by and among:

SUMITOMO CORPORATION, a corporation duly organized and validly existing under the laws of Japan, having its principal place of business at 1-8-11 Harumi, Chuo-ku, Tokyo, Japan (“SC”);

SUMITOMO CORPORATION of America, a corporation duly organized and validly existing under the laws of the State of New York having its principal place of business at 600 Third Avenue New York, New York 10016-2001, U.S.A. (“SCOA”);

SUMITOMO CORPORATION THAILAND, LTD., a corporation duly organized and validly existing under the laws of the Kingdom of Thailand having its principal place of business at 20&21F,M.Thaitower, All Seasons Place, 87Wirelessrd (“SCT”); and

THAI STEEL SERVICE CENTER LTD., a corporation duly organized and validly existing under the laws of Thailand, having its principal place of business at 47 Moo 7 Soi Watmahawong Poochaosamingprai Road, Samrong, Samutprakarn, Thailand 10130 (“TSSC”)

HIDAKA NAOKI, a Japanese individual.

TAKADA YUKIO, a Japanese individual.

KAWASAKI KIYOTAKA, a Japanese individual.

HORIE MAKOTO, a Japanese individual.

KOSHIBA MITSUHIRO, a Japanese individual.

HASHIMOTO KEIZO, a Japanese individual.

NOGUCHI MIZUHISA, a Japanese individual.

(Each SC, SCOA, SCT and TSSC referred to as “Purchaser” and collectively as “Purchasers”. Each Mr. Hidaka, Mr. Takada, Mr, Kawasaki, Mr. Horie, Mr. Koshiba, Mr. Hashimoto and Mr, Noguchi referred to as “Promoter” and collectively referred to as “Promoters”).

WITNESSETH:

WHEREAS, Promoter each owns 300 shares in Summit Steel (Thailand) Co., Ltd., a Thai corporation with its principal place of business at 789/2 Moo1 Sai Nong Kor -Laem Chabang Rd, Nongkham, Sri Racha, Chonburi 20280 Thailand (the “Company”); and

WHEREAS, SC, SCOA, SCT and TSSC wish to invest in the Company by way of purchasing certain shares in the Company owned by Promoters.

NOW, THEREFORE, in consideration of mutual covenants herein set forth, the parties hereto agree as follows:

ARTICLE 1 SALES AND PURCHASE OF THE SHARES

Upon the terms and subject to the conditions set forth in this Agreement, Promoters shall sell

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to Purchasers, and Purchasers shall purchase from Promoters, a certain number of common voting stock of the Company (the “Shares”) for an aggregate price (the “Purchase Price”) as set forth below:

Name of Seller	Name of Purchaser	Number of Shares to be transferred	Purchase Price
Hidaka Naoki	SC	296	BHT	296,000-
	SCOA	1	BHT	1,000-
	SCT	1	BHT	1,000-
	TSSC	1	BHT	1,000-
Takada Yukio	SC	300	BHT	300,000-
Kawasaki Kiyotaka	SC	300	BHT	300,000-
Horie Makoto	SC	300	BHT	300,000-
Koshiba Mitsuhiro	SC	300	BHT	300,000-
Hashimoto Keizo	SC	300	BHT	300,000-
Noguchi Mizuhisa	SC	300	BHT	300,000-

ARTICLE 2 CLOSING

2.1 The closing of the sale and purchase of the Shares hereunder (the “Closing”) shall take place at such time and place as the parties hereto may mutually agree upon. The date of the Closing shall be hereinafter referred to as the “Closing Date”.

2.2 At the Closing, Promoters shall deliver to Purchasers: (i) duly executed and stamped share transfer document in the form and substance satisfactory to Noble; (ii) certified copy of the relevant page in the share register book of the Company showing the name of each Purchaser as the registered owner of the Shares; and (iii) a share certificate or certificates representing the relevant Shares issued in the name of Purchasers.

Subject to the performance by Promoters of their obligations above Purchasers shall, on the Closing Date, pay the Purchase Price of the Shares to Promoters by a check payable to the order of Promoters or in cash or by wire transfer.

ARTICLE 3 MISCELLANEOUS

3.1 This Agreement shall be governed by the laws of Thailand. Any dispute or controversy arising out of or relating to this Agreement or the breach thereof shall be settled, by arbitration in Tokyo, Japan in accordance with the rules of International Chamber of Commerce, and the arbitral award shall be final and binding upon the parties hereto, and shall be enforceable in any court of competent jurisdiction.

3.2 This Agreement shall not be assignable by any party hereto without the prior written consent of the other parties.

3.3 Each Promoter shall be responsible for all stamp duties arising from the transfer of the Shares under this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement as of the day first above written.

SUMITOMO CORPORATION	HIDAKA NAOKI
Name:
Title:
SUMITOMO CORPORATION OF AMERICA	TAKADA YUKIO
Name:
Title:
SUMITOMO CORPORATION THAILAND, LTD.	KAWASAKI KIYOTAKA
Name:
Title:
THAI STEEL SERVICE CENTER LTD.	HORIE MAKOTO
Name:
Title:
	KOSHIBA MITSUHIRO
	HASHIMOTO KEIZO
	NOGUCHI MIZUHISA

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