SC 13D/A

OMB APPROVAL
OMB Number:	3235-0145
Expires:	February 28, 2009
Estimated average burden
hours per response	14.5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Noble International, Ltd.

(Name of Issuer)

Common Stock, $.00067 per share

(Title of Class of Securities)

655053106

(CUSIP Number)

	with a copy to:
ArcelorMittal S.A.
19, avenue de la Liberté	DLA Piper US LLP
L-2930 Luxembourg	1251 Avenue of the Americas
Grand Duchy of Luxembourg	New York, NY 10020
+352 4792 2414	(212) 335-4517
Attn: Henk Scheffer	Attn: Marjorie Sybul Adams, Esq.

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

February 29, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box.  ¨

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

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

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

CUSIP No. 655053106

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

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.    SOLE VOTING POWER:                 None
	8.    SHARED VOTING POWER:                 11,689,450
	9.    SOLE DISPOSITIVE POWER:                 None
	10.    SHARED DISPOSITIVE POWER:                 11,689,450

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

2

CUSIP No. 655053106

This Amendment No. 2 amends and supplements the items indicated below of the statement on Schedule 13D (the “Schedule 13D”) filed jointly on March 26, 2007 by Arcelor S.A. (“Arcelor”), a Luxembourg corporation, and Mittal Steel Company N.V. (“Mittal Steel”), a Netherlands corporation, with respect to shares of common stock, $0.00067 par value per share (“Common Stock”), of Noble International, Ltd. (the “Company”) and as amended on August 31, 2007. Unless otherwise defined herein, all capitalized terms shall have the meanings assigned to them in the Schedule 13D.

Item 2. Identity and Background

ArcelorMittal S.A., the Luxembourg corporation formerly named Arcelor S.A. (“ArcelorMittal” or the “Reporting Person”), is filing this Amendment No. 2 to the Schedule 13D. On September 3, 2007, Mittal Steel merged into ArcelorMittal, then a wholly owned subsidiary of Mittal Steel, with ArcelorMittal being the surviving corporation. On November 13, 2007, ArcelorMittal merged into Arcelor, with Arcelor being the surviving corporation, and Arcelor was renamed ArcelorMittal.

ArcelorMittal’s principal offices are located at 19, avenue de la Liberté, L-2930 Luxembourg, Grand Duchy of Luxembourg. ArcelorMittal is the world’s largest steel producer.

The names, citizenship, present principal occupation or employment and principal business address of any corporation or other organization in which such employment is conducted, of the directors and executive officers of ArcelorMittal, are set forth in Schedule A hereto and incorporated by reference herein.

Neither ArcelorMittal nor, to its knowledge, any person listed in Schedule A, has during the past five years been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which ArcelorMittal or such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 4. Purpose of Transaction

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

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

Except as described in Item 6, as amended hereby, the Reporting Person has no present plans or proposals which relate to or would result in:

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

3

CUSIP No. 655053106

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

(c) A sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

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

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

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

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

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

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

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

Item 5. Interest in Securities of the Issuer

(a) and (b) The Reporting Person may be deemed to beneficially own an aggregate of 11,689,450 shares of Common Stock, which comprise the Arcelor Shares and the Skandalaris Shares, and constitute approximately 49.4% of the shares of Common Stock outstanding. The calculation of the number and percentage of shares of Common Stock which may be deemed to be beneficially owned by the Reporting Person is based on the information contained in the Company’s quarterly report on Form 10-Q for the three months ended September 30, 2007, as adjusted, based upon information provided by the Company, to include subsequent exercises of options and the vesting of restricted shares.

The Reporting Person may be deemed to beneficially own the Skandalaris Shares, as to which the Reporting Person disclaim beneficial ownership, and this filing and the Reporting Person’s responses herein shall not be constructed as an admission that the Reporting Person is the beneficial owners of such shares of Common Stock or have formed a group together with Mr. Skandalaris. As a result of entering into the Standstill and Stockholder Agreement, the Reporting Person and Mr. Skandalaris may be deemed to share voting and investment power over the shares of Common Stock owned by each of them, but only as to the matters specified in the Standstill and Stockholder Agreement.

(c) Neither the Reporting Person, nor to the Reporting Person’s knowledge, any of the persons listed on Schedule A to the Schedule 13D, has effected any transaction relating to the Common Stock during the past 60 days.

4

CUSIP No. 655053106

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Common Stock of the Company

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

The Convertible Loan is subject to several conditions including that the Company’s Board of Directors approves and the Company agrees: (a) 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 Common Stock; (b) that the majority of the Board of Directors and Nominating Committee of the Board will be nominated by ArcelorMittal; and (c) to waive the applicability to ArcelorMittal of the standstill provisions and other provisions of the Standstill and Stockholders Agreement.

The commitment is subject to the negotiation, execution and delivery of definitive documentation with respect to the Convertible Loan, which is satisfactory to ArcelorMittal. In addition, ArcelorMittal may terminate its commitment in certain events and the Commitment Letter automatically terminates upon the earlier to occur of (a) the execution and delivery of loan documentation by all of the parties thereto, or (B) April 1, 2008, if the loan documentation shall not have been executed and delivered by all parties prior to that date.

From the date of the Commitment Letter until the close of business on March 10 2008, absent the prior written consent of ArcelorMittal in each instance, neither the Company nor any of its subsidiaries may issue, agree to issue or enter into any arrangements for the issuance of any debt or equity securities of, nor obtain or agree to obtain any bank financing for, the Company or any of its subsidiaries. The Commitment Letter does not in any way restrict the Company from soliciting, encouraging or responding to any proposals relating to an alternative financing proposal after March 10, 2008.

The foregoing summary is qualified in it entirety by reference to the full text of the Commitment Letter filed as Exhibit 7 hereto.

Possible Share Acquisition. Pursuant to the terms of the currently proposed Sale Option Exercise Agreement:

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

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

5

CUSIP No. 655053106

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

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

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

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

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

Item 7. Material to Be Filed as Exhibits

Exhibit 7 Commitment Letter by and between ArcelorMittal and the Company dated February 29, 2008.

6

CUSIP No. 655053106

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information in this statement is true, complete and correct.

Dated: March 4, 2008

ArcelorMittal S.A.
By:	/s/ Henk Scheffer
Name:	Henk Scheffer
Title:	Company Secretary

7

CUSIP No. 655053106

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS OF ARCELORMITTAL

The executive officers and directors of ArcelorMittal are set forth below. Unless otherwise indicated, each individual’s business address is c/o ArcelorMittal, 19, avenue de la Liberté, L-.2930 Luxembourg, Grand Duchy of Luxembourg.

Executive Officers of ArcelorMittal

Name	Title	Citizenship
Lakshmi N. Mittal	President and Chief Executive Officer Member of the Group Management Board	India
Aditya Mittal	Chief Financial Officer Member of the Group Management Board Responsible for Finance, M&A, Strategy, Flat Products Americas	India
Michel Wurth	Member of the Group Management Board Responsible for Flat Products Europe, Products Development and R&D, Global Customers	Luxembourg
Gonzalo Urquijo	Member of the Group Management Board Responsible for Long Products, Steel Solutions and Services, Corporate Responsibility	Spain
Malay Mukherjee	Member of the Group Management Board Responsible for Asia, Africa, Mining, CIS	India
Davinder K. Chugh	Senior Executive Vice President	India
Sudhir Maheshwari	Executive Vice President Finance and M&A	India
Bhikam C. Agarwal	Executive Vice President Responsible for Financial Controlling	India

8

CUSIP No. 655053106

Directors of ArcelorMittal

Name	Principal Occupation	Citizenship
Joseph Kinsch	Retired CEO of Arcelor and Chairman of the Board of Directors	Luxembourg
Lakshmi N. Mittal	President and Chief Executive Officer	India
Vanisha Mittal Bhatia	Investor	India
Narayanan Vaghul	Chairman of ICICI Bank	India
Wilbur L. Ross, Jr.	Investor	USA
Lewis B. Kaden	Vice-Chairman and Chief Administrative Officer of Citigroup	USA
François H. Pinault	Investor	France
José Ramón Álvarez Rendueles	Retired Governor of the Bank of Spain	Spain
Sergio Silva de Freitas	Member of the International Advisory Board of Banco Itau	Brazil
Georges Schmit	Director General of the Ministry of Economy and Foreign Trade, Luxembourg	Luxembourg
Edmond Pachura	Chairman of UNAS, Paris	France
Michel Angel Marti	Retired President of CFDT union, France	France
Manuel Fernández López	Secretary General of M.C.A-U.G.T union	Spain
Jean-Pierre Hansen	Vice-Chairman of the Executive Committee and Senior Executive Vice-President of SUEZ	Belgium
John O. Castegnaro	Member of Luxembourg Parliament	Luxembourg
Antoine Spillmann	Asset Manager and Executive Partner of Bruellan	Switzerland

9

CUSIP No. 655053106

Name	Principal Occupation	Citizenship
H.R.H. Prince Guillaume of Luxembourg	Prince of Luxembourg	Luxembourg
Romain Zaleski	Investor	France

10

EX-7

Exhibit 7

February 28, 2008

Noble International, Ltd.

840 W. Long Lake Drive

Suite 601

Troy, Michigan 48098

Commitment Letter

Ladies and Gentlemen:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2

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

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

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

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

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

3

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

9. Governing Law, Etc.

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

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

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

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

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

[Signature Page Follows]

4

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

Very truly yours,
ARCELORMITTAL
By:	/s/ Armand Gobber
Name:	Armand Gobber
Title:
By:	/s/ E.S. de Vries
Name:	E.S. de Vries
Title:

Accepted and agreed to as of the date first written above:
NOBLE INTERNATIONAL LTD.
By:	/s/ Thomas L. Saeli
Name:	Thomas L. Saeli
Title:	CEO
	/s/ DAVID J. FALLON
	DAVID J. FALLON
	CFO

Annex 1

Indemnity Annex

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

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

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

6

EXHIBIT A

Summary term sheet for convertible loan
BORROWER	NOBLE INTERNATIONAL, LTD.	PRIORITY	(i) Subordinated to existing Senior Debt (including refinanced Senior Debt) and outstanding Amended and Restated Subordinated Notes issued October 11, 2006; (ii) Senior to other existing subordinated debt and any payments to common stockholders; (iii) No subordination to any future financial indebtedness other than refinanced Senior Debt.
LENDER	ARCELORMITTAL
AMOUNT	50,000,000 (exclusively granted by AM)
CURRENCY	USD
RATING	Not credit graded	CONDITIONS PRECEDENT	(i) Noble Board approves and Noble agrees: a) to avail itself of the controlled company exemption regarding corporate governance requirements under NASDAQ at any time that AM’s beneficial ownership (including shares held by AM affiliates) exceeds 50% of Noble b) that the majority of the Noble Board and Nominating Committee will be nominated by AM c) to waive the Standstill provisions and other provisions of the Stockholders Agreement for ArcelorMittal (ii) Noble receives all necessary consents and approvals, including necessary waivers from Comerica and other current lenders regarding loan covenants/events of default (e.g., change of control clause).
INTEREST RATE	6.00% per annum
INTEREST PAYMENT	Quarterly in cash
MATURITY	Fifth anniversary of disbursement date.
EXPENSES	Noble pays AM legal and other expenses, not to exceed 100KUSD
COVENANTS	(i) Restrictive dividend covenants (ii) Other customary covenants
UNDERTAKING	Noble agrees not to enter into any similar equity or equity linked financing transaction until December 31, 2008
UTILIZATION OF PROCEEDS	The proceeds of this loan should be used as necessary to cure potential or existing events of default. Notwithstanding any contrary provision of Noble’s $15 million Subordinated Promissory Note dated August 31, 2007, no proceeds will be required to be used to prepay that Note.
CONVERSION MECHANISM		CALL	The loan is not callable or redeemable
Conversion into shares of Noble at a price equal to a 25% premium over the simple average of each trading day’s volume weighted average price (“Average Price”) from and including January 15, 2008 to and including February 15, 2008 (the “Initial Conversion Price”), subject to adjustment as follows. On each of June 30, September 30, and December 31, 2008 and March 31, 2009 (each, a “Reset Date”), the conversion price will adjust to the lower of (i) the conversion price in effect at such Reset Date and (ii) a 30% premium over the Average Price for the 30 days ending on the last trading day immediately preceding such Reset Date (but not below a 30% premium over an Average Price of $8.00, i.e., $10.40); provided that, in the absence of Noble shareholder approval, in no event shall the		MANDATORY PREPAYMENT	Mandatory prepayment of the loan upon change of control of Noble

- 1 -

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

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

- 2 -