SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

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

PURSUANT TO RULE 13d-2(a)

(Amendment No. 3)*

NOBLE INTERNATIONAL, LTD.

(Name of Issuer)

Common Stock, $.00067 par value per share

(Title of Class of Securities)

655053106

(CUSIP Number)

Robert J. Skandalaris

840 W. Long Lake Road, Suite 601

Troy, Michigan 48098

(248) 220-2004

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

March 19, 2008

(Date of Event which Requires Filing of this Statement)

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

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

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

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

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

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

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CUSIP No. 655053106

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

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7    SOLE VOTING POWER                 0
	8    SHARED VOTING POWER                 14,834,605
	9    SOLE DISPOSITIVE POWER                 0
	10    SHARED DISPOSITIVE POWER                 14,834,605

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             14,834,605
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             55.3%
14	TYPE OF REPORTING PERSON             IN

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CUSIP No. 655053106

Item 1. Security and Issuer

This Amendment No. 3 to Schedule 13D amends and supplements the items indicated below of the statement on Schedule 13D filed by Robert J. Skandalaris on March 23, 2007, as amended on September 6, 2007 and March 4, 2008 (collectively, the “Schedule 13D”) with respect to the common stock, par value $.00067 per share (the “Common Stock”) of Noble International, Ltd. (the “Company”). Unless otherwise defined herein, all capitalized terms shall have the meanings assigned to them in the Schedule 13D.

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

Item 2. Identity and Background

This Amendment No. 3 to Schedule 13D is filed on behalf of Mr. Skandalaris, whose business address is 840 W. Long Lake Road, Suite 601, Troy, Michigan 48098.

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

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

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

Mr. Skandalaris is a citizen of the United States.

Item 4. Purpose of Transaction

Sale Option Exercise Agreement

Effective as of March 19, 2008, ArcelorMittal S.A. (“ArcelorMittal”) and Mr. Skandalaris entered into a Sale Option Exercise Agreement, pursuant to which Arcelor will purchase from Mr. Skandalaris, members of his family and certain entities controlled by them (such family and affiliates, the “Skandalaris Affiliates”) that number of shares of Common Stock which, when added to the number of shares of Common Stock held by ArcelorMittal, represents 49.95% of the total number of shares of the Company’s Common Stock outstanding. Pursuant to the Sale Option Exercise Agreement, ArcelorMittal has the option to purchase the remaining shares of Common Stock held by Mr. Skandalaris. The Sale Option Exercise Agreement settles 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 terms of the Sale Option Exercise Agreement are described in Item 6 below.

Securities Purchase Agreement

On March 19, 2008, ArcelorMittal and the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) pursuant to which ArcelorMittal provided subordinated debt financing to the Company on March 20, 2008 in the form of a convertible subordinated loan in the principal amount of $50 million (the “Convertible Loan”). The Convertible Loan initially is convertible into shares of Common Stock at $15.75 per share, or 3,174,603 shares, based upon the principal amount (the “Conversion Shares”). The conversion price is subject to reset and adjustment. The terms of the Securities Purchase Agreement and the Convertible Loan are described in Item 6 below.

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

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

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

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

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CUSIP No. 655053106

(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;

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

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

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

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

Item 5. Interest in Common Stock of the Company

(a) and (b) Mr. Skandalaris may be deemed to beneficially own an aggregate of 14,834,605 shares of the Common Stock, constituting approximately 55.3% of the shares outstanding calculated in accordance with Rule 13d-3. The calculation of the percentage of shares of Common Stock which may be deemed to be beneficially owned by Mr. Skandalaris is based on the number of shares outstanding reported in the Company’s quarterly report on Form 10-Q for the three months ended September 30, 2007, as adjusted, based upon information provided by the Company, to include the subsequent exercise of options and the issuance and vesting of shares pursuant to restricted stock or similar awards. The Common Stock which Mr. Skandalaris is deemed to beneficially own includes the following shares over which he previously reported having sole voting and dispositive power:

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

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

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

Of the 14,834,605 shares of Common Stock referred to above, Mr. Skandalaris may be deemed to beneficially own 12,549,603 shares beneficially owned by ArcelorMittal (as to which Mr. Skandalaris disclaims beneficial ownership). This filing and Mr. Skandalaris’ responses herein shall not be construed as an admission that Mr. Skandalaris is the beneficial owner of such shares of Common Stock or has formed a group together with ArcelorMittal. As a result of entering into the Standstill and Stockholder Agreement, Mr. Skandalaris and ArcelorMittal may be deemed to share voting and investment power over the shares of Common Stock owned by each of them, but only as to the matters specified in the Standstill and Stockholder Agreement.

The conversion price per share provided in the Convertible Loan, and thus the number of Conversion Shares, are subject to reset and adjustment, as described in Item 6. In addition, upon conversion of the Convertible Loan, in whole or in part, the amount converted would include accrued and unpaid interest, if any, and late charges, if any, with respect to the principal amount and interest converted. The 14,834,604 shares which may be deemed beneficially owned by Mr. Skandalaris, does not include any shares issued with respect to such accrued and unpaid interest or late charges.

(c) On March 3, 2008, Mr. Skandalaris acquired 102,009 shares of Common Stock from Michael Azar, General Counsel and Vice President of the Company, for $1,428,126 in the form of an unsecured promissory note executed by Mr. Skandalaris in favor of Mr. Azar.

(d) Except for (i) the rights of the equity owners of the family limited liability companies referred to above and (ii) the rights of ArcelorMittal to receive dividend income and proceeds from dispositions of

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CUSIP No. 655053106

Common Stock described in Items 5 (a) and (b), no other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of the Common Stock deemed beneficially owned by Mr. Skandalaris.

(e) Not applicable

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

Sale Option Exercise Agreement

Pursuant to the terms of the Sale Option Exercise Agreement:

• ArcelorMittal, subject to the satisfaction of certain conditions, will purchase from Mr. Skandalaris and the Skandalaris Affiliates, for $14 per share, that number of shares of Common Stock which, when added to the number of shares of Common Stock held by ArcelorMittal, represents 49.95% of the Company’s Common Stock outstanding.

• The closing of ArcelorMittal’s purchase of the Common Stock (the “Sale Option Closing”) will occur two business days following the satisfaction of certain conditions precedent including the signing of the Securities Purchase Agreement.

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

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

• Mr. Skandalaris’ rights under the Standstill and Stockholder Agreement and Registration Rights Agreement will terminate as of the Closing.

• Mr. Skandalaris will 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 and under the Standstill and Stockholder Agreement

The foregoing summary is qualified in it entirety by reference to the full text of the Sale Option Exercise Agreement filed as Exhibit 99.4 hereto.

Securities Purchase Agreement

Pursuant to the Securities Purchase Agreement, ArcelorMittal has provided subordinated debt financing to the Company in the form of a convertible subordinated loan in the principal amount of $50 million. The Convertible Loan bears interest at the rate of 6% per annum and matures on March 20, 2013. The Convertible Loan is convertible into shares of Common Stock, in whole or in part, from time to time until March 13, 2013. The Convertible Loan initially is 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 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 Common Stock or options or other securities convertible into or exchangeable for shares of Common Stock at a price per share, or a conversion or exchange price per share, less than the conversion price of the Convertible Loan 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.

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CUSIP No. 655053106

Pursuant to the Securities Purchase Agreement, the Company has agreed: (a) at the next annual meeting of the Company’s stockholders, to submit for approval a proposal to allow the issuance of the shares upon conversion in accordance with NASDAQ Marketplace Rule 4350(i) and to use its best efforts to solicit its stockholders’ approval of such issuance and to cause its 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 Common Stock; and (c) promptly following the designation by ArcelorMittal of nominees to serve on the Company’s 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, as amended by the Agreement and Waiver, as hereinafter defined.

In connection with the closing under the Securities Purchase Agreement, the Company, ArcelorMittal and Mr. Skandalaris also entered into the Agreement and Waiver which waived the applicability to ArcelorMittal of the standstill provisions and other provisions of the Standstill and Stockholders Agreement. The Company, ArcelorMittal and Mr. Skandalaris also entered into the First Amendment to the Registration Rights Agreement which amended the Registration Rights Agreement, dated August 31, 2007, to provide that the Convertible Loan and the shares issuable upon its conversion are included as securities that ArcelorMittal may require the Company to register.

The foregoing summary is qualified in its entirety by reference to the full text of (i) the Securities Purchase Agreement filed as Exhibit 99.5 hereto, (ii) the Convertible Subordinated Note of the Company filed as Exhibit 99.6 hereto, (iii) the Agreement and Waiver by and among ArcelorMittal, Mr. Skandalaris and the Company filed as Exhibit 99.7 hereto and (iv) the Amendment to the Registration Rights Agreement among ArcelorMittal, the Company and Mr. Skandalaris filed as Exhibit 99.8 hereto.

Item 7. Material to Be Filed as Exhibits

Exhibit 99.4	Sale Option Exercise Agreement dated March 12, 2008 by and among ArcelorMittal, Mr. Skandalaris and the other signatories thereto.
Exhibit 99.5	Securities Purchase Agreement dated March 19, 2008 by and between the Company and ArcelorMittal
Exhibit 99.6	Convertible Subordinated Note
Exhibit 99.7	Agreement and Waiver by and among the Company, ArcelorMittal and Mr. Skandalaris.
Exhibit 99.8	First Amendment to Registration Rights Agreement by and among the Company, Arcelor Mittal and Mr. Skandalaris

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CUSIP No. 655053106

SIGNATURE

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

March 20, 2008

Date

/s/ Robert J. Skandalaris

Robert J. Skandalaris

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EX-99.4

Exhibit 99.4

March 12, 2008

BY EMAIL & REGULAR MAIL

Personal and Confidential

Mr. Robert J. Skandalaris

c/o Quantum Ventures of Michigan, LLC

840 W. Long Lake Rd., Ste. 601

Troy, MI 48098

Fax: 248-220-2038

Email: rskandy@qvmllc.com

Re: Exercise of Sale Option; Share Purchase

Dear Bob:

ArcelorMittal (“AM”) desires to settle amicably the disputes concerning our respective rights and obligations related to the “Sale Option” under Section 3.3(c) of the Standstill and Stockholder Agreement, dated as of August 31, 2007 (the “Standstill Agreement”), among you, AM and Noble International, Ltd., a Delaware corporation (“Noble”), on the terms and conditions set forth in this letter agreement (this “Agreement”). This Agreement will become effective only when signed on behalf of AM, when countersigned by you, and when the attached Joinder In Sale Option Exercise (the “Joinder”) has been signed by or on behalf of all of your family members and controlled family companies listed as signatories thereon (collectively with you, “Sellers”). When effective, this Agreement will be in full and final satisfaction of all of the parties’ rights and obligations related to the Sale Option. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Standstill Agreement.

1. Exercise of Sale Option; Sale and Purchase. On the terms and subject to the conditions of this Agreement, (a) you hereby exercise the Sale Option on behalf of yourself and, as the Sellers’ Representative (as defined in the Joinder), each of the other Sellers, (b) at the closing (the “Closing”) of the transactions contemplated by this Agreement (the “Transactions”), each Seller other than you shall sell, assign, transfer and deliver to AM, and AM shall purchase and accept delivery of, the number of shares of Common Stock of Noble (“Noble Shares”) listed next to the name of such Seller on the Joinder, and (c) at the Closing, you shall sell, assign, transfer and deliver to AM, and AM shall purchase and accept delivery of, the number of Noble Shares which, when added to the number of Noble Shares held by AM on the date thereof and the number of Noble Shares to be purchased by AM from the other Sellers pursuant to this Agreement, represents 49.95% of the total number of Noble Shares outstanding

ArcelorMittal S.A.	www.arcelormittal.com
19, Avenue de la Liberté	Trade registered: Luxembourg B 82454
L-2930 Luxembourg	N° IBLC: 18804375
G.D. of Luxembourg	N° VAT: 1992 22 10449

Mr. Robert J. Skandalaris

March 12, 2008

Page 2

on the date hereof (all Noble Shares to be so purchased by AM, collectively, the “Put Shares”). At the Closing, all Put Shares shall be transferred to AM by Sellers, free and clear of all charges, claims, conditions, liens, encumbrances, options, pledges, security interests, rights of first refusal, calls, contracts, instruments, commitments, understandings, orders, decrees or restrictions of any kind (“Liens”), for a price per Put Share equal to U.S. $14.00 (the “Purchase Price”).

2. Closing. The Closing shall take place at the offices of Noble, at 10:00 a.m. on the second business day following the satisfaction (or, to the extent permitted hereby, the waiver) of the conditions set forth in Sections 5 and 6, or at such other place, time and date as may be agreed by AM and you. At the Closing, (a) AM shall pay the Purchase Price for each Seller’s Put Shares to you, as the Sellers’ Representative, by certified or bank cashier’s check or wire transfer of immediately available funds to an account designated by the Sellers’ Representative not less than two business days prior to the Closing, and (b) the Sellers’ Representative shall deliver to AM all original stock certificates representing, or other evidence of, the Put Shares, duly endorsed in blank or accompanied by stock powers or comparable transfer documents duly executed in blank, in form and substance reasonably satisfactory to AM.

3. Representations and Warranties of Sellers. Sellers jointly and severally represent and warrant to AM as follows (which representations and warranties shall be true, complete and correct as of the date hereof and as of the Closing and shall survive the Closing and, with respect to the Remaining Shares (defined below), shall be true, complete and correct as of the closing of any purchase pursuant to AM’s rights of first refusal under the Standstill Agreement or Section 7(e) of this Agreement):

(a) You are the record and beneficial owner of 1,662,115 Noble Shares, and each other Seller is the record and beneficial owner of all of the Noble Shares listed next to the name of such Seller on the Joinder, in each case free and clear of all Liens, other than Liens in favor of AM. Sellers are the current holders of all Noble Shares that were Beneficially Owned by you, members of your Immediate Family and any trusts for the benefit of you or your Immediate Family on January 18, 2008, and no Noble Shares have been acquired by any Seller since such date, except the 102,009 Noble Shares reported as acquired by you on March 3, 2008 in the Form 4 filed by you on March 5, 2008. The endorsements, stock powers or other instruments of transfer delivered by or on behalf of each Seller to AM at the Closing will be sufficient to transfer to AM each Seller’s entire interest, legal and beneficial, in the Put Shares. All the Put Shares have been duly and validly issued and are fully paid and non-assesseable. The Noble Shares held by you which are not included in the Put Shares (the “Remaining Shares”) are all of the Noble Shares or securities convertible into Noble Shares held by any Seller.

(b) Each Seller has the full legal right and power and all authority and approval required to execute and deliver this Agreement, to perform fully such Seller’s obligations hereunder and to consummate the Transactions. This Agreement, when countersigned by or on behalf of each Seller (whether directly or through execution of the Joinder), will have been duly executed and delivered by such Seller and will be the valid and binding obligation of each Seller enforceable in accordance with its terms.

Mr. Robert J. Skandalaris

March 12, 2008

Page 3

(c) The execution, delivery and performance of this Agreement and the consummation of the Transactions by or on behalf of Sellers will not (i) violate any provision of the charter or other governing documents of any Seller which is an entity or, to Sellers’ knowledge, of Noble, (ii) violate (A) any federal, state, local or foreign law, rule or regulation or (B) any order, judgment, injunction, award, decree, license, permit, approval or other requirement of any governmental or regulatory body, court or arbitrator, in each case applicable to any Seller or, to your knowledge, to Noble, or (iii) with notice or lapse of time or both, violate, conflict with or result in the breach of any of the terms of, constitute a default under, or otherwise give any other contracting party the right to terminate, any contract or other agreement to which any Seller or, to your knowledge, Noble is a party. Except as set forth on Schedule 3(c), no consent, approval or authorization of, or registration, declaration or filing with, any governmental or regulatory body, court or arbitrator is required to be obtained or made by or with respect to any Seller in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

4. Representations and Warranties of AM. AM represents and warrants to Sellers as follows (which representations and warranties shall be true, complete and correct as of the date hereof and as of the Closing and shall survive the Closing):

(a) AM has the full legal right and power and all authority and approval required to execute and deliver this Agreement, to perform fully AM’s obligations hereunder and to consummate the Transactions. This Agreement has been duly executed and delivered by AM and, when countersigned by or on behalf of each Seller (whether directly or through execution of the Joinder), will be the valid and binding obligation of AM enforceable in accordance with its terms.

(b) The execution, delivery and performance of this Agreement and the consummation of the Transactions by AM will not (i) violate any provision of the charter or other governing documents of AM, (ii) violate (A) any federal, state, local or foreign law, rule or regulation or (B) any order, judgment, injunction, award, decree, license, permit, approval or other requirement of any governmental or regulatory body, court or arbitrator, in each case applicable to AM, or (iii) with notice or lapse of time or both, violate, conflict with or result in the breach of any of the terms of, constitute a default under, or otherwise give any other contracting party the right to terminate, any contract or other agreement to which AM is a party. Except as set forth on Schedule 4(b), no consent, approval or authorization of, or registration, declaration or filing with, any governmental or regulatory body, court or arbitrator is required to be obtained or made by or with respect to AM in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

5. Conditions Precedent to AM’s Obligations. The obligation of AM to consummate the Transactions is subject to the fulfillment, or waiver by AM, prior to or at the Closing, of the following conditions:

(a) Sellers’ representations and warranties contained in this Agreement shall be true and correct in all material respects at and as of the Closing as though such representations

Mr. Robert J. Skandalaris

March 12, 2008

Page 4

and warranties were made at and as of the Closing, and each Seller shall have performed and complied in all material respects with all of the terms, provisions and conditions of this Agreement to be performed and complied with by such Seller at or before the Closing.

(b) AM, Noble, Sellers and, as applicable, their respective Affiliates, shall have obtained all consents, authorizations and approvals listed on Schedule 5(b) (the “Required Consents”).

(c) Each Seller shall have executed and delivered or caused to be executed and delivered the Closing Documents to be executed by such Seller, as set forth on Schedule 5(c).

(d) Noble shall have executed and delivered to AM a definitive agreement for a convertible loan from AM to Noble on terms and conditions satisfactory to AM (the “Convertible Loan”).

(e) No order enjoining any Transaction shall have been entered and remain in effect.

6. Conditions Precedent to Sellers’ Obligations. The obligation of each Seller to consummate the Transactions is subject to the fulfillment, or waiver by or on behalf of such Seller, prior to or at the Closing, of the following conditions:

(a) The representations and warranties of AM contained in this Agreement shall be true and correct in all material respects at and as of the Closing as though such representations and warranties were made at and as of the Closing, and AM shall have performed and complied in all material respects with all of the terms, provisions and conditions of this Agreement to be performed and complied with by AM at or before the Closing.

(b) AM, Noble, Sellers and, as applicable, their respective Affiliates, shall have obtained all Required Consents.

(c) No order enjoining any Transaction shall have been entered and remain in effect.

(d) AM shall have executed and delivered to you the Closing Documents set forth on Schedule 6(d) and shall have paid the Purchase Price to you as Sellers’ Representative.

7. Covenants.

(a) You agree to support Noble’s process to promptly decide on the Convertible Loan proposal when it is presented to Noble’s Board of Directors, and you hereby waive any rights you may have under the Standstill Agreement to approve or to participate in the Convertible Loan.

Mr. Robert J. Skandalaris

March 12, 2008

Page 5

(b) You agree that the Sale Option shall not apply to any Noble Shares, or any securities convertible into Noble Shares, that any of you, any Seller, any of your Immediate Family or any other Skandalaris Transferee may acquire from and after the date hereof.

(c) You hereby irrevocably waive any obligations of AM under Sections 2.1, 2.2, 2.3, 2.4, 2.5 and 2.8 of the Standstill Agreement and consent to the Transactions, subject to consummation of the Closing.

(d) Effective upon the Closing, your rights under the Standstill Agreement and under the Registration Rights Agreement, dated as of August 31, 2007, among you, AM and Noble shall terminate.

(e) AM shall have the right and option, exercisable within 60 calendar days after the Closing by written notice to you, to purchase any or all of the Remaining Shares at a price per share equal to the Purchase Price; the closing of such purchase to occur as soon as reasonably practicable after exercise, following the obtaining of any required consents, authorizations and approvals.

(f) You shall resign as a member of the Board of Directors of Noble and as Chairman of Noble not later than Closing, and, effective upon the Closing, you shall resign from your employment under the Employment Agreement, dated March 13, 2002, and effective as of January 1, 2002, between you and Noble (the “Employment Agreement”). Notwithstanding such resignations, you shall not be required by AM to waive any severance or other termination rights under the Employment Agreement or any other agreement between you and Noble.

(g) You shall remain bound by your surviving obligations under the Standstill Agreement, the Employment Agreement and any other agreement between you and Noble, including all non-competition, non-solicitation, confidentiality and non-disparagement provisions; provided, that AM shall urge Noble to waive any restriction on your solicitation or hiring of Michael Azar and/or James Lee Skandalaris.

(h) AM shall urge Noble to provide the acknowledgments and agreements set forth in Schedule 7(h).

(i) AM hereby irrevocably waives any defaults under Section 2.4 of the Standstill Agreement with respect to your acquisition of the 102,009 Noble Shares reported as acquired by you on March 3, 2008 in the Form 4 filed by you on March 5, 2008.

(j) The parties hereby irrevocably waive any rights, duties or obligations accruing after the Closing under Sections 2.4 and 2.5 of the Standstill Agreement.

8. Other Rights Unaffected. Except as expressly set forth herein, this Agreement shall not affect any of AM’s rights or your obligations under the Standstill Agreement or any other agreement, instrument or other document executed and delivered in connection therewith. Without limiting the foregoing, AM shall continue to have its rights of first refusal under the Standstill Agreement with respect to the Remaining Shares.

Mr. Robert J. Skandalaris

March 12, 2008

Page 6

9. Indemnification. Each party agrees to indemnify, defend and hold harmless the other party (and its directors, officers, employees, Affiliates and assigns) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including reasonable attorneys’ fees and disbursements) as determined by a final non-appealable judgment of a court of competent jurisdiction, or other competent authority, based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the indemnifying party contained in this Agreement or in any document or other papers delivered pursuant hereto, subject to the following conditions:

(a) The indemnified party shall have given the indemnifying party written notice (and, where feasible, verbal notice) of any event or occurrence which shall be, or may be reasonably expected to become, a basis upon which a claim for indemnification might be made, in order to enable the indemnifying party timely to investigate and either cure or mitigate any damages for which it might be liable.

(b) The indemnified party shall allow the indemnifying party to assume control of the defense of any third-party claim that may be subject to indemnification and to make any settlement of such claim which the indemnifying party may deem appropriate.

(c) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NEITHER PARTY SHALL BE LIABLE FOR EXEMPLARY OR PUNITIVE DAMAGES. The maximum liability of either party shall not exceed the aggregate Purchase Price for all Put Shares.

(d) Each party shall have a duty to mitigate any damages for which the other party is responsible or obligated to indemnify such party.

(e) Nothing in this Agreement shall impair any indemnification right that a party may have from Noble.

10. Miscellaneous.

10.1 Consent to Jurisdiction and Service of Process. Any legal action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby may be instituted in the United States District Court for the Eastern District of Michigan, and each of AM and each Seller (a) agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of such court, that its property is exempt or immune from attachment or execution, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (b) hereby waives any offsets or counterclaims in any such action, suit or proceeding. Each such party further irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding.

Mr. Robert J. Skandalaris

March 12, 2008

Page 7

10.2 Expenses. The parties shall, except as otherwise specifically provided herein, bear their respective expenses incurred in connection with the preparation, execution and performance of this Agreement and the transactions contemplated hereby, including, without limitation, all fees and expenses of agents, representatives, counsel and accountants.

10.3 Further Assurances. Each of the parties shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.

10.4 Severability. If any one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained in this Agreement.

10.5 Entire Agreement; No Third-Party Beneficiaries. This Agreement contains the entire agreement between the parties with respect to Sellers’ exercise of the Sale Option and AM’s purchase of the Put Shares, and supersedes all prior agreements, written or oral, with respect thereto. This Agreement is not intended to and shall not confer upon any person other than the parties hereto any rights or remedies hereunder.

10.6 Waivers and Amendments; Non-Contractual Remedies; Preservation of Remedies. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by you and AM or, in the case of a waiver, by the party waiving compliance. Subject to any duty under this Agreement to give notice or otherwise to mitigate damages, no delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity.

10.7 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State.

10.8 Binding Effect; No Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and legal representatives. This Agreement is not assignable except by operation of law and except that AM may assign, in its sole discretion, any or all of its rights and obligations under this Agreement to any direct or indirectly owned subsidiary, but no such assignment shall relieve AM of its obligations hereunder.

Mr. Robert J. Skandalaris

March 12, 2008

Page 8

10.9 Rules of Construction. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. All references herein to Sections, subsections and clauses shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “but not limited to.” “Or” is disjunctive but not necessarily exclusive. Words such as “herein,” “hereof,” “hereto,” “hereby” and “hereunder” refer to this Agreement, taken as a whole. Except as otherwise expressly provided herein: (a) any reference in this Agreement to any agreement shall mean such agreement as amended, restated, supplemented or otherwise modified from time to time; and (b) any reference in this Agreement to any law shall include corresponding provisions of any successor law and any regulations and rules promulgated pursuant to such law or such successor law. The headings in this Agreement are for reference only, and shall not affect the interpretation of this Agreement.

10.10 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

If you agree to the terms of this Agreement, please (a) sign below, (b) obtain signatures on the Joinder by or on behalf of each other Seller, and (c) return to the undersigned a fully-executed copy of this Agreement. If this letter is not signed by each Seller and returned to the undersigned within five business days after the date of this letter, the settlement proposals set forth in this letter shallw be null and void, and this letter shall be without prejudice to, nor waive, any of AM’s rights under the Standstill Agreement, or otherwise, all of which are hereby reserved.

Very truly yours,
ARCELORMITTAL
By:	/s/ Hans Kerkhoven
Name:
Title:
By:	/s/ Alain Gilniat
Name:
Title:

ACCEPTED AND AGREED:
By:	/s/ Robert J. Skandalaris
	Robert J. Skandalaris

Mr. Robert J. Skandalaris

March 12, 2008

Page 9

JOINDER IN SALE OPTION EXERCISE

Each of the undersigned Affiliates of Robert J. Skandalaris and Skandalaris Transferees hereby joins in the Sale Option exercise effected by the foregoing letter agreement on the terms and conditions stated therein.

Each of the undersigned hereby appoints Robert J. Skandalaris as Sellers’ representative (the “Sellers’ Representative”), with full and unqualified power to delegate to one or more persons the authority granted to him hereunder, to act as such person’s agent and attorney-in-fact with full power of substitution, (i) to take all actions called for by the letter agreement, including to endorse (in blank or otherwise) in the name and on behalf of the undersigned and deliver certificates representing the Noble Shares and to accept payment therefor and (ii) to make, execute and deliver any and all such other contracts, directions, receipts, notices and other documents, including any amendments, supplements or modifications to the letter agreement, and to take any such action as the Sellers’ Representative, in his sole discretion, may consider necessary or desirable to effect the intent and purpose of the letter agreement.

Name of Affiliate or Skandalaris Transferee:		Number of Shares:
NOBLE BROTHERS, LLC		316,292
By:	/s/ Robert J. Skandalaris
Name:
Title:
KRISLEE & ASSOC., LLC		306,594
By:	/s/ Robert J. Skandalaris
Name:
Title:
KRISTIN SKANDALARIS		13,000
By:	/s/ Kristin M. Skandalaris
	Kristin Skandalaris
JAMES LEE SKANDALARIS		20,508
By:	/s/ James Skandalaris
	James Lee Skandalaris

Mr. Robert J. Skandalaris

March 12, 2008

Page 10

Name of Affiliate or Skandalaris Transferee:		Number of Shares:
JAMES SKANDALARIS		21,150
By:	/s/ James Skandalaris
	James Skandalaris
PASQUALINA SKANDALARIS		15,100
By:	/s/ Pasqualina Skandalaris
	Pasqualina Skandalaris
GEORGE SKANDALARIS		70,698
By:	/s/ George Skandalaris
	George Skandalaris
JOSEPH SKANDALARIS		55,500
By:	/s/ Joseph Skandalaris
	Joseph Skandalaris

EX-99.5

Exhibit 99.5

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 19, 2008, by and between Noble International, Ltd., a Delaware corporation, with headquarters located at 840 W. Long Lake Road, Suite 601, Troy, MI 48098 (the “Company”), and ArcelorMittal S.A., a Luxembourg corporation with headquarters located at 19, avenue de la Liberté, L-2930 Luxembourg, Grand Duchy of Luxembourg (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”);

B. The Company has authorized the issuance of a subordinated convertible note of the Company in the aggregate original principal amount of FIFTY MILLION U.S. DOLLARS (US$50,000,000.00) in the form attached hereto as Exhibit A (together with any subordinated convertible note issued in replacement thereof in accordance with the terms thereof, the “Note”), which Note shall be convertible into shares of the Company’s Common Stock, par value $0.00067 per share (the “Common Stock”) (as converted, the “Conversion Shares”), in accordance with the terms of the Note;

C. The Buyer wishes to purchase, and the Company wishes to sell, the Note upon the terms and conditions set forth in this Agreement;

D. In connection with the issuance of the Note, the Buyer, the Company and Robert J. Skandalaris shall enter into (i) an amendment to the Registration Rights Agreement, dated as of August 31, 2007, by and among the Company, the Buyer and Robert J. Skandalaris (the “Registration Rights Agreement”) substantially in the form attached hereto as Exhibit B (the “First Amendment to Registration Rights Agreement”) and (ii) an amendment to and waiver of certain provisions of the Standstill and Stockholder Agreement, dated as of August 31, 2007, by and among the Company, the Buyer and Robert J. Skandalaris (the “Standstill and Stockholder Agreement”) substantially in the form attached hereto as Exhibit C (the “Agreement and Waiver”); and

E. The Note and the Conversion Shares collectively are referred to herein as the “Securities.”

NOW, THEREFORE, the Company and the Buyer hereby agree as follows:

1. PURCHASE AND SALE OF NOTE.

(a) Purchase of Note.

(i) Note. Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase from the Company on the Closing Date (as defined below), the Note (the “Closing”).

(ii) Closing. The Closing shall occur on the Closing Date at the offices of DLA Piper US LLP, 1251 Avenue of the Americas, New York, New York 10020.

(iii) Purchase Price. The purchase price (the “Purchase Price”) for the Note shall be FIFTY MILLION U.S. DOLLARS (US$50,000,000.00).

(b) Closing Date. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., New York Time, on March 20, 2008, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 5 and 6 below (or such later date as is mutually agreed to by the Company and the Buyer).

(c) Form of Payment. On the Closing Date, (i) the Buyer shall pay the Purchase Price to the Company by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, and (ii) the Company shall deliver to the Buyer the Note, duly executed on behalf of the Company and registered in the name of the Buyer or its designee.

2. BUYER’S REPRESENTATIONS AND WARRANTIES.

The Buyer represents and warrants to the Company, as of the date hereof and as of the Closing Date, as follows:

(a) No Public Sale or Distribution. The Buyer is (i) acquiring the Note and (ii) upon conversion of the Note will acquire the Conversion Shares issuable upon conversion of the Note for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from the registration requirements of the 1933 Act and applicable state securities laws. The Buyer presently does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities.

(b) Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission (the “SEC”) under the 1933 Act (“Regulation D”).

(c) Transfer or Resale. In connection with the Buyer’s subsequent offers to sell, the Buyer (i) will offer the Securities for resale only upon the terms and conditions set forth in the Note and this Agreement and, if the offer and sale of the Securities is registered under the 1933 Act, pursuant to prospectus delivery requirements (the “Exempt Resales”), and (ii) unless the offer to sell and sale is registered under the 1933 Act or in accordance with Rule 144 promulgated under the 1933 Act, will solicit offers to buy the Securities only from, and will offer and sell the Securities only to, (A) persons reasonably believed by the Buyer to be a “qualified institutional buyer” as defined in Rule 144A under the 1933 Act (a “QIB”) or (B) persons reasonably believed by the Buyer to be an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”) or (C) persons reasonably believed by the Buyer to be non-U.S. persons referred to in Regulation S under the 1933 Act (“Non-U.S. Persons”), and in connection with each such sale to a QIB, Accredited Investor or Non-U.S. Person, it will take reasonable steps to ensure that the purchaser of such Note is aware that such sale is being made in reliance on Rule 144A under the 1933 Act or Regulation S, as applicable.

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(d) General Solicitation. No form of general solicitation or general advertising in violation of the 1933 Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the 1933 Act or, with respect to the sale of the Securities in reliance on Regulation S, by means of any directed selling efforts be made by the Buyer or any of its representatives in connection with the offer and sale of any of the Securities.

(e) Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

(f) Information. The Buyer and its advisors have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer. The Buyer and its advisors have been afforded the opportunity to ask questions of the Company and have received what the Buyer and its advisors believe to be satisfactory answers to any such inquiries. Neither such inquiries nor any other due diligence investigations conducted by the Buyer or its advisors or its representatives shall modify, amend or affect the Buyer’s right to rely on the Company’s representations and warranties contained herein. The Buyer understands that its investment in the Securities involves a high degree of risk. The Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.

(g) No Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(h) Restrictions. The Buyer understands that except as provided in this Agreement and the Registration Rights Agreement, as amended by the First Amendment to Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities

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under circumstances in which the seller (or the Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) except as provided in the Registration Rights Agreement, as amended by the First Amendment to Registration Rights Agreement, neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Securities may be pledged in connection with a bona fide margin account or other loan secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, this Section 2(h); provided, that in order to make any sale, transfer or assignment of Securities, the Buyer and its pledgee makes such disposition in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. As used herein, the term “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

(i) Legends. Until such time as the resale of the Note and the Conversion Shares have been registered under the 1933 Act, the Buyer understands that the Note and the stock certificates representing the Conversion Shares, except as set forth below, shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

[NEITHER THE ISSUANCE AND SALE OF THE SECURITY REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OR ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities upon which it is stamped, if, unless otherwise required by state securities laws, (i) such Securities are registered for resale under the 1933 Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act, or (iii) such holder provides the Company with reasonable assurance that the Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A or another exemption from the registration requirements of the 1933 Act.

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(j) Validity; Enforcement. This Agreement, the First Amendment to Registration Rights Agreement and the Agreement and Waiver have been duly and validly authorized, executed and delivered on behalf of the Buyer and shall constitute the legal, valid and binding obligations of the Buyer enforceable against the Buyer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, and except that any rights to indemnity or contribution under the Transaction Documents (as defined below) may be limited by federal and state securities laws and public policy considerations.

(k) No Conflicts. The execution, delivery and performance by the Buyer of this Agreement, the First Amendment to Registration Rights Agreement and the Agreement and Waiver and the consummation by the Buyer of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Buyer or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Buyer is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Buyer to perform its obligations hereunder.

(l) Residency. The Buyer is a resident of Luxembourg. The Buyer represents that it was not organized solely for purposes of making an investment in the Company.

(m) Broker’s or Finder’s Fees. The Buyer is not a party to any written or oral agreement that provides for the payment of any commission or broker’s or finder’s fees from the Buyer or the Buyer’s affiliates (excluding the Company) to any Person or from the Company or the Company’s affiliates (excluding the Buyer) to any Person in connection with any of the transactions contemplated by the Transaction Documents.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to the Buyer, as of the date hereof and as of the Closing Date, as follows:

(a) Power and Authority. The Company is and will on the Closing Date be a corporation duly organized and validly existing under the laws of Delaware. The only corporate consents or approvals required by the Company for the consummation of the transactions contemplated by this Agreement, the Note, the First Amendment to Registration Rights Agreement and the Agreement and Waiver (collectively, the “Transaction Documents”) are set forth in Schedule 3(a) hereto. Subject to obtaining such consents and approvals, the Company has and on the Closing Date will have the corporate power and authority to execute and deliver this Agreement and the other Transaction Documents and to perform its obligations under this

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Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby, and each of this Agreement and the other Transaction Documents has been and will have been duly authorized and approved by all required corporate action of the Company. Subject to obtaining the consents and approvals noted in Schedule 3(a) hereto, this Agreement and the other Transaction Documents constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its and their terms.

(b) No Violation of Laws and Regulations. Assuming the conditions precedent set forth in Section 6 are fulfilled, the execution and delivery of this Agreement and the other Transaction Documents by the Company, the performance of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby will not:

(i) violate any provision of the governing instruments of the Company or of any of the Company’s affiliates;

(ii) violate any statute, rule, regulation, order or decree of any public body or authority by which the Company or any of the Company’s affiliates or any of their properties or assets is bound; or

(iii) result in a violation or breach of, constitute a default under, or give rise to a right of termination or acceleration of the performance required by any license, permit, agreement (including any joint venture agreement) or other instrument to which the Company or any of the Company’s affiliates is a party, or by which the Company or any of the Company’s affiliates or any of their properties or assets is bound;

excluding from the foregoing clauses (i) through (iii) violations, breaches or defaults that, either individually or in the aggregate, would not prevent the Company from performing its obligations under this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby and would not impede operation of the business of the Company as it is presently operated or proposed to be operated.

(c) Issuance of Securities. The Note, upon issuance in accordance with the terms hereof, shall be (i) free from all taxes, liens and charges with respect to the issuance thereof and (ii) free of restrictions on transfer other than restrictions imposed by the terms of the Note, this Agreement and applicable securities laws. Upon conversion, exercise or issuance in accordance with the terms of the Note, the Conversion Shares will be duly and validly issued, fully paid and non-assessable and will be free from all taxes, liens and charges with respect to the issuance thereof, and free of restrictions on transfer other than restrictions on transfer imposed by the terms of the Note, this Agreement and by applicable securities laws. As of the Closing Date, a sufficient number of shares of Common Stock shall have been duly authorized and reserved for issuance upon conversion of the Note in accordance with the terms of the Note. Except as set forth in this Agreement or in Schedule 3(c) hereto, there are not, and on the Closing Date there will not be, any outstanding obligations, warrants, options, convertible debt instruments, debt instruments with share subscription rights, preemptive rights or other agreements to which the Company is a party or otherwise bound, providing for the issuance of or the right to purchase any additional shares of capital stock or for the purchase, sale or repurchase, redemption or other acquisition of capital stock in the Company.

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(d) SEC Reports and Financial Statements. The Company has filed with the SEC, and there are posted on the SEC’s EDGAR website, true and complete copies of, all forms, reports and other documents required to be filed by the Company since January 1, 2004 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (Such documents, as amended since the time of their filing, are collectively referred to in this Agreement as the “Company SEC Documents.”) The Company SEC Documents, at the time filed, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act; provided, however, that the preceding representations and warranties do not apply to any information, including but not limited to any financial information, in any Company SEC Document provided by, or at the direction of, the Buyer or any of the Buyer’s affiliates or their officers or employees; provided further, however, that for purposes of the foregoing proviso, the Company is not deemed an affiliate of the Buyer. The consolidated financial statements of the Company included in the Company SEC Documents (a) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (b) have been prepared in accordance with United States generally accepted accounting principles (“US Accounting Principles”) during the period involved (except as is indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and (c) fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flow for the periods then ended. Except as set forth in the financial statements included (or incorporated by reference) in the Company SEC Documents (including the notes thereto), and except for the liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent such financial statements, there are no material liabilities or obligations of any nature required by US Accounting Principles to be set forth on a consolidated balance sheet of the Company and its subsidiaries or in the notes thereto. Except as disclosed in Schedule 3(d) or in notes to the financial statements included (or incorporated by reference) in the Company SEC Documents, neither the Company nor any of its affiliates is subject to any material contingent liability that would not be so required to be set forth on a consolidated balance sheet of the Company and its subsidiaries or in the notes thereto.

(e) Absence of Certain Changes or Events. Since September 30, 2007, except as expressly contemplated by this Agreement and the other Transaction Documents, (a) the business conducted (or to be conducted) by the Company and the Company’s affiliates has been operated in the ordinary course, (b) no action has been taken that, if taken subsequent to the execution of this Agreement and on or prior to the Closing, would constitute a breach of the Company’s covenants set forth in this Agreement and (c) to the Company’s knowledge there are no events or circumstances that are likely to have a Material Adverse Effect. As used herein the term “Material Adverse Effect” means any event, circumstance, change or effect that is materially adverse to the business, assets, liabilities, financial condition or results of operations of the Company, but excluding (i) events, circumstances, changes or effects that generally affect the

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industries or markets in which the Company operates (and do not arise from events, circumstances, changes or events described in the immediately succeeding clauses (ii) or (iii) or arising from or relating to changes in laws or regulations or judicial interpretation thereof, except, in each case, to the extent the Company is affected in a materially disproportionate manner as compared to other similar companies); (ii) events, circumstances, changes or effects affecting the United States, European or world financial markets, or general economic or political conditions; (iii) events, circumstances, changes or effects arising from terrorism, attack, war, riot, insurrection, other armed conflict or civil disorder; (iv) changes or effects arising out of or resulting from the execution and delivery of this Agreement or the public announcement thereof, or the consummation of the transactions contemplated hereby; (v) any events, circumstances, changes or effects that result from any action taken at the request of the Buyer and not contemplated by this Agreement; (vi) any adverse development relating to a customer; (vii) any failure to meet any projections, forecasts or predictions (it being understood that the facts or events giving rise or contributing to such failure may be deemed to constitute such a material adverse effect or be taken into account in determining whether such a material adverse effect has occurred); (viii) events, circumstances, changes or effects of which Buyer is aware, or which have been included in the written information the Company has provided to Buyer or its employees (including those who serve as directors of the Company) since August 31, 2007; and (ix) any change in accounting rules or procedures.

(f) Sales by the Company of Similar Securities. No securities of the Company of the same class as the Note have been offered, issued or sold by the Company or any of its affiliates within the six-month period immediately prior to the date hereof.

(g) Broker’s or Finder’s Fees. The Company is not a party to any written or oral agreement that provides for the payment of any commission or broker’s or finder’s fees from the Company or the Company’s affiliates (excluding the Buyer) to any Person or from the Buyer or the Buyer’s affiliates (excluding the Company) to any Person in connection with any of the transactions contemplated by the Transaction Documents, and to the Company’s knowledge, no claims for such a fee have been made against the Company or the Company’s affiliates (excluding the Buyer).

4. COVENANTS.

(a) Best Efforts. Each party shall use its best efforts timely to satisfy each of the conditions to be satisfied by it as provided in Sections 5 and 6 of this Agreement.

(b) Stockholder Approval. At the next annual meeting of the Company’s stockholders, the Company shall submit for approval a proposal to allow the issuance of the Conversion Shares in accordance with NASDAQ Marketplace Rule 4350(i). In connection with such meeting, the Company shall use its best efforts to solicit its stockholders’ approval of such issuance and to cause its board of directors to recommend to the stockholders that they approve such proposal.

(c) Controlled Companies Exemption. The Company shall utilize the “Controlled Company” exemption under NASDAQ Marketplace Rule 4350(c)(5) (or any successor rule thereto) at any time the Buyer and its affiliates beneficially own more than 50% of the Company’s voting securities.

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(d) Nomination of Directors. Promptly following (i) the Closing and (ii) the designation by the Buyer of the Buyer’s nominees to serve on the Company’s Board of Directors and board committees (the “Nominees”), the Company shall 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, as amended by the Agreement and Waiver.

5. CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.

(a) Closing Date. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Buyer with prior written notice thereof:

(i) The Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company;

(ii) The Buyer shall have delivered to the Company the Purchase Price by wire transfer of immediately available funds pursuant to the wire instructions provided at least two Business Days prior to the Closing Date by the Company;

(iii) The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date; and

(iv) The parties shall have obtained all third party consents, approvals and waivers necessary for the transactions contemplated by this Agreement and the other Transaction Documents, as set forth on Schedule 5(a).

6. CONDITIONS TO THE BUYER’S OBLIGATION TO PURCHASE.

(a) Closing Date. The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:

(i) The Company shall have executed and delivered to the Buyer each of the Transaction Documents;

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(ii) The Company shall have procured the delivery to the Buyer of each of the First Amendment to Registration Rights Agreement and the Agreement and Waiver, executed by Robert J. Skandalaris;

(iii) The Company shall have obtained all governmental and regulatory consents and approvals necessary for the transactions contemplated by this Agreement and the other Transaction Documents, excluding, however, filing of any pre-merger notification under the Hart-Scott-Rodino Antitrust Improvements Act or notifications under similar laws of other countries, and expiration of waiting periods thereunder, that may be required for the conversion of the Note;

(iv) The parties shall have obtained all third party consents, approvals and waivers necessary for the transactions contemplated by this Agreement and the other Transaction Documents, as set forth on Schedule 5(a);

(v) The Company shall have delivered to the Buyer a certificate evidencing the incorporation and good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date on or within 10 days prior to the Closing Date;

(vi) The Company shall have delivered to the Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State of the State of Michigan, as of a date on or within 10 days prior to the Closing Date;

(vii) The Company shall have delivered to the Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions adopted by the Company’s Board of Directors authorizing the execution and delivery of this Agreement and the other Transaction Documents, the consummation of the transactions contemplated hereby and thereby and the authorization of issuance of Common Stock upon conversion of the Note and the reservation of shares therefor, in form and substance reasonably acceptable to the Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing;

(viii) The representations and warranties of the Company under the Transaction Documents shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer;

(ix) The Company shall have delivered to the Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date on or within five days prior to the Closing Date; and

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(x) The Company shall have delivered to the Buyer such other documents relating to the transactions contemplated by this Agreement as the Buyer or its counsel may reasonably request.

7. TERMINATION. In the event that the Closing shall not have occurred on or before March 31, 2008 due to the Company’s or the Buyer’s failure to satisfy the conditions set forth in Sections 5 and 6 above (and the nonbreaching party’s failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option to terminate this Agreement at the close of business on such date without liability to the other party.

8. MISCELLANEOUS.

(a) Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(b) Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by a party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

(c) Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(d) Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

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(e) Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Buyer, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Buyer and any amendment to this Agreement made in conformity with the provisions of this Section 8(e) shall be binding on the Buyer and holder of the Note, as applicable. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.

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

If to the Company:

Noble International, Ltd.

840 W. Long Lake Road, Suite 601

Troy, Michigan 48098

Telephone: +1 (248) 519-0700

Facsimile: +1 (248) 519-0701

Attention: Michael C. Azar

with a copy (which shall not constitute notice) to:

Foley & Lardner LLP

500 Woodward Avenue, Suite 2700

Detroit, Michigan 48226

Telephone: +1 (313) 234-7103

Facsimile: +1 (313) 234-2800

Attention: Patrick Daugherty, Esq.

If to the Buyer:

ArcelorMittal S.A.

19, avenue de la Liberté

Luxembourg L-2930

Telephone: +352-4792-2429

Facsimile: +352-4792-89 2429

Attention: Hans Kerkhoven

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with a copy (which shall not constitute notice) to:

DLA Piper US LLP

1251 Avenue of the Americas

New York, New York 10020

Telephone: +1 (212) 335-4500

Facsimile: +1 (212) 335-4501

Attention: Garry P. McCormack, Esq.

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

(g) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Note. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer, including by merger or consolidation, except pursuant to a Change of Control (as defined in Section 5 of the Note) with respect to which the Company is in compliance with Section 5 of the Note. The Buyer may assign some or all of its rights hereunder without the consent of the Company, in which event such assignee shall be deemed to be the Buyer hereunder with respect to such assigned rights.

(h) No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and, except as set forth in Sections 8(k) and 8(m), is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

(i) Survival. Unless this Agreement is terminated under Section 7, the representations and warranties of the Company and the Buyer contained in Sections 2 and 3 and the agreements and covenants set forth in Sections 4 and 8 shall survive the Closing.

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

(k) Indemnification.

(i) If the Company breaches or has breached any of its representations, warranties, covenants, undertakings or other agreements under this Agreement, then, following the Closing, the Company shall (without duplication) indemnify, defend and hold harmless Buyer and each of its affiliates (including, without limitation, controlling persons), and the directors, officers, employees, advisors and agents of each of the foregoing (each a “Buyer Affiliate”) from and

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against any losses, claims, damages, liabilities, and expenses (including legal fees), joint or several (“Damages”), suffered or incurred by Buyer or any Buyer Affiliate (as the case may be) as a result of such breach to the extent, and only to the extent, that such Damages individually (or together with all related Damages) exceed $30,000.

(ii) If Buyer breaches or has breached any of its representations, warranties, covenants, undertakings or other agreements under this Agreement, then, following the Closing, Buyer shall (without duplication) indemnify, defend and hold harmless the Company and each of its affiliates (including, without limitation, controlling persons) and the directors, officers, employees, advisors and agents of each of the foregoing (each a “Company Affiliate”) from and against any Damages suffered or incurred by the Company or such Company Affiliate (as the case may be) as a result of such breach to the extent, and only to the extent, that such Damages individually (or together with all related Damages) exceed $30,000.

(iii) The Company’s and the Buyer’s respective obligations hereunder shall be in addition to any liability they may have at common law or otherwise and shall be binding upon their respective successors and assigns. The Company’s and Buyer’s obligations hereunder shall inure to the benefit of the successors, assigns, heirs and personal representatives of the Buyer and the Buyer Affiliates, on the one hand, and the Company and the Company Affiliates, on the other hand.

(l) No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

(m) Remedies. The Buyer and each holder of the Securities shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to the Buyer. The Company therefore agrees that the Buyer shall be entitled to seek temporary and permanent injunctive relief in any such case without the necessity of proving actual damages and without posting a bond or other security.

(n) Payment Set Aside. To the extent that the Company makes a payment or payments to the Buyer hereunder or pursuant to any of the other Transaction Documents or the Buyer enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration and, to the extent permitted under applicable law, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Buyer and the Company have caused this Securities Purchase Agreement to be duly executed as of the date first written above.

COMPANY:
NOBLE INTERNATIONAL, LTD.
By:	/s/ Thomas L. Saeli
Name:	Thomas L. Saeli
Title:	CEO
BUYER:
ARCELORMITTAL S.A.
By:	/s/ Hans Kerkhoven
Name:	Hans Kerkhoven
Title:	Vice President, Finance
By:	/s/ Jean-François Crancée
Name:	Jean-François Crancée
Title:	Vice President, Global Customers

[Signature Page to Securities Purchase Agreement]

EX-99.6

Exhibit 99.6

NEITHER THE ISSUANCE AND SALE OF THE SECURITY REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OR ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(d)(iii) AND 15(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(d)(iii) OF THIS NOTE.

CONVERTIBLE SUBORDINATED NOTE

Issuance Date March 20, 2008 Principal: U.S. $50,000,000

FOR VALUE RECEIVED, NOBLE INTERNATIONAL, LTD., a Delaware corporation (the “Company”), hereby promises to pay to the order of ArcelorMittal S.A. or permitted registered assigns (“Holder”) the amount set out above as the Principal (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the rate of 6.00% per annum (the “Interest Rate”), from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon an Interest Date (as defined below), the Maturity Date, acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). Certain capitalized terms are defined in Section 25.

1. MATURITY. On the Maturity Date, the Holder shall surrender this Note to the Company and the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued and unpaid Interest and accrued and unpaid Late Charges, if any. The “Maturity Date” shall be March 20, 2013.

2. INTEREST; INTEREST RATE. Interest on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 365-day year and actual days elapsed and shall be payable in arrears on the first day of each June, September, December and March and on the Maturity Date during the period beginning on the Issuance Date and ending on, and including, the Maturity Date (each, an “Interest Date”) with the first Interest Date being June 1, 2008. Interest shall be payable on each Interest Date in cash or, if any such date is not a Business Day, then on the next succeeding Business Day. Prior to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate and be payable by way of inclusion of the Interest in the Conversion Amount in accordance with Section 3(b)(i). From and after the occurrence of an Event of Default, the Interest Rate shall be increased to 11% per annum. In the event that such Event of Default is subsequently cured, the adjustment referred to in the preceding sentence shall cease to be effective as of the date of such cure; provided that the Interest as calculated at such increased rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence of such Event of Default through and including the date of cure of such Event of Default.

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

(a) Conversion Right. At any time or times on or after the Issuance Date and prior to March 13, 2013, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 3(d), at the Conversion Rate (as defined below). The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest

whole share. The Company shall pay any and all taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion of any Conversion Amount, except for any income, sales or capital gains taxes that may be payable by the Holder.

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

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

(ii) “Conversion Price” means, as of any Conversion Date (as defined below) or other date of determination that is (A) prior to June 30, 2008, $15.75 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction) and (B) from and after each of June 30, September 30 and December 31, 2008 and March 31, 2009 (each a “Reset Date”), the lower of (I) the Conversion Price in effect on the day immediately preceding such Reset Date and (II) the product of (w) 130% and (x) the simple average of each trading day’s Volume Weighted Average Price (“Average Price”) for the thirty (30) days ending on the last trading day immediately preceding such Reset Date (but, in any event, the Conversion Price shall not be less than $10.40 per share) (in each case as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction).

(c) Limitation on Common Stock Issuable Upon Conversion. Notwithstanding anything to the contrary herein contained, in the absence of approval by Company stockholders, in no event shall the aggregate number of shares of Common Stock issuable upon conversion of this Note exceed 20% of the Company’s outstanding shares of Common Stock as of the date of the Securities Purchase Agreement, as determined in accordance with NASDAQ Marketplace Rule 4350(i), each subject to adjustment as provided herein.

(d) Mechanics of Conversion.

(i) Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit 1 (the “Conversion Notice”) to the Company and (B) if required by Section 3(d)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third Business Day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (I) credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system or (II) if the Transfer Agent is not participating in DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If this Note is physically surrendered for conversion as required by Section 3(d)(iii) and the outstanding

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Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder a new Note (in accordance with Section 15(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.

(ii) Company’s Failure to Timely Convert. If the Company shall fail to issue a certificate to the Holder or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon conversion of any Conversion Amount on or prior to the date which is ten (10) Business Days after the Conversion Date (a “Conversion Failure”), then (A) the Company shall pay damages to the Holder for each date of such Conversion Failure in an amount equal to 1.0% of the product of (I) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery Date and to which the Holder is entitled, and (II) the Closing Sale Price of the Common Stock on the Share Delivery Date and (B) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned, as the case may be, any portion of this Note that has not been converted pursuant to such Conversion Notice; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise.

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

4. RIGHTS UPON EVENT OF DEFAULT.

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

(i) the Company’s failure to cure a Conversion Failure by delivery of the required number of shares of Common Stock within twenty (20) Business Days after the applicable Conversion Date;

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

(iii) the Company’s failure to pay to the Holder any amount of Interest, Late Charges or other amounts when and as due under this Note, if such failure continues for a period of at least five (5) Business Days;

(iv) any default under, redemption of or acceleration prior to maturity of any Senior Indebtedness (as defined below) of the Company or any of its Subsidiaries;

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provided that in the case of a payment default of such Senior Indebtedness, such default is not cured within applicable cure periods; further provided that in the case of a non-payment default of such Senior Indebtedness that has not resulted in an acceleration or mandatory redemption of such Senior Indebtedness prior to its maturity, only upon acceleration or redemption of such Senior Indebtedness;

(v) the Company or any of its Subsidiaries, pursuant to or within the meaning of Title 11, U.S. Code, or any similar Federal or state law for the relief of debtors (collectively, “Bankruptcy Law”), (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a receiver, trustee, assignee, liquidator or similar official (a “Custodian”), (D) makes a general assignment for the benefit of its creditors or (E) admits in writing that it is generally unable to pay its debts as they become due;

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

(vii) a final judgment or judgments for the payment of money aggregating in excess of $1,000,000 are rendered against the Company or any of its Subsidiaries and which judgments are not, within sixty (60) days after the entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within sixty (60) days after the expiration of such stay; provided, however, that any judgment which is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the $1,000,000 amount set forth above so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company will receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance of such judgment; or

(viii) the Company materially breaches any representation, warranty, covenant or other term or condition of this Note, any of the other Transaction Documents, or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated thereby and hereby to which the Holder is a party, except, in the case of a breach of a covenant or other term or condition which is curable, only if such breach continues for a period of at least fifteen (15) consecutive Business Days after delivery of written notice of such breach to the Company by or on behalf of the Holder.

(b) Rights Upon Event of Default. Upon the occurrence or the existence of any Event of Default (other than an Event of Default referred to in Section 4(a)(v) or Section 4(a)(vi) above), the Holder may declare the Principal and all accrued and unpaid Interest and Late Charges (collectively, the “Obligations”), to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the other Transaction Documents to the contrary notwithstanding. Upon the occurrence or existence of an Event of Default arising under Section 4(a)(v) or Section 4(a)(vi) above, immediately and without notice all of the Obligations payable by the Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the other Transaction Documents to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, the Holder may concurrently or separately exercise any other right, power or remedy granted to it by the Transaction Documents or otherwise permitted to it by law, either by suit in equity or by action of law, or both.

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5. RIGHTS UPON CHANGE OF CONTROL.

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

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

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

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

provided, however, that any such consolidation, merger or other business combination with, sale or transfer to or purchase, tender or exchange offer by ArcelorMittal S.A. or any Person controlling, controlled by or under common control with ArcelorMittal S.A. shall not constitute a Change of Control hereunder. No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”).

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

(c) Redemption Upon Change of Control. At any time during the period beginning after the Holder’s receipt of a Change of Control Notice and ending on the date of the consummation of such Change of Control (or, in the event a Change of Control Notice is not delivered at least ten (10) days prior to a Change of Control, at any time on or after the date which is ten (10) days prior to a Change of Control and ending ten (10) days after the consummation of such Change of Control), the Holder may require the Company to redeem all or any portion of the outstanding Principal and any accrued and unpaid Interest and Late Charges on this Note (the “Redemption Price”) by delivering written notice thereof (“Redemption Notice”) to the Company, which

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Redemption Notice shall indicate the Conversion Amount the Holder is electing to redeem; provided, however, that the Company shall not be under any obligation to redeem all or any portion of this Note or to deliver the applicable Redemption Price unless and until the applicable Change of Control is consummated. The Redemption Price shall be paid in cash. Redemptions required by this Section 5(c) shall be made in accordance with the provisions of Section 9 and shall have priority to payments to stockholders in connection with a Change of Control.

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

(a) Purchase Rights. If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(b) Other Corporate Events. In addition to and not in substitution for any rights hereunder, prior to the consummation of any recapitalization, reorganization, consolidation, merger, spin-off or other business combination pursuant to which holders of Common Stock are entitled to receive securities or other assets with respect to or in exchange for Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that the Holder shall thereafter have the right to receive upon a conversion of this Note, (i) in addition to the shares of Common Stock receivable upon such conversion, such securities or other assets to which the Holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by the Holder upon the consummation of such Corporate Event or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of Common Stock in connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had this Note initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate with the Conversion Rate. The provisions of this Section 6(b) shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations or restrictions on the convertibility of this Note.

7. RIGHTS UPON ISSUANCE OF OTHER SECURITIES.

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

(i) Issuance of Options. If the Company in any manner grants or sells any Options and the lowest price per share for which one share of Common Stock is issuable

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

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

(iii) Change in Option Price or Rate of Conversion. If the purchase price provided for in any Options granted after the date hereof, the additional consideration, if any, payable upon the issue, conversion, exchange or exercise of any Convertible Securities issued after the date hereof, or the rate at which any Convertible Securities issued after the date hereof are convertible into or exchangeable or exercisable for Common Stock changes at any time, the Conversion Price in effect at the time of such change shall be adjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed purchase price, additional consideration or changed conversion, exchange or exercise rate, as the case may be, at the time initially granted, issued or sold. No adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect.

(iv) Calculation of Consideration Received. In case any Option is issued in connection with the issue or sale of other securities of the Company, together comprising one integrated transaction in which no specific consideration is allocated to such Option by the parties thereto, the Option shall be deemed to

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have been issued for a consideration of $.01. If any Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor. If any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company shall be the Closing Sale Price of such securities on the date of receipt. If any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities shall be determined jointly by the Company and the Holder of this Note. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration shall be determined within five (5) Business Days after the tenth day following the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder of this Note. The determination of such appraiser shall be deemed binding upon all parties absent demonstrable error and the fees and expenses of such appraiser shall be borne entirely by the Company.

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

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

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

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

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8. RESERVATION OF AUTHORIZED SHARES.

(a) Reservation. The Company shall initially reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for this Note equal to 130% of the Conversion Rate with respect to the Conversion Amount of this Note as of the Issuance Date. Thereafter, the Company, so long as any portion of this Note is outstanding, shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of this Note, 110% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of this Note; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”).

(b) Insufficient Authorized Shares. If at any time while this Note remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of this Note at least a number of shares of Common Stock equal to the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall as soon as practicable take all action reasonably necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Note then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than one hundred twenty (120) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

9. HOLDER’S REDEMPTIONS.

In the event that the Holder has sent a Redemption Notice to the Company pursuant to Section 5(c), the Holder shall promptly submit this Note to the Company. If the Holder has submitted a Redemption Notice in accordance with Section 5(c), the Company shall deliver the Redemption Price to the Holder concurrently with the consummation of the applicable Change of Control if such notice is received prior to the consummation of such Change of Control and within five (5) Business Days after the Company’s receipt of such notice otherwise. In the event of a redemption of less than all of the Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 15(d)) representing the outstanding Principal which has not been redeemed. In the event that the Company does not pay the Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (i) the Redemption Notice shall be null and void with respect to such Conversion Amount, (ii) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 15(d)) to the Holder representing such Conversion Amount and (iii) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price during the period beginning on and including the date on which the Redemption Notice is delivered to the Company and ending on and including the date on which the Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.

10. SUBORDINATION TO SENIOR INDEBTEDNESS.

(a) Subordination. The Company covenants and agrees, and the Holder likewise covenants and agrees, that this Note shall be issued subject to the provisions of this Section 10 and to the extent and in the manner hereinafter set forth in this Section 10, the indebtedness represented by this Note and the payment of Principal and Interest and Late Charges thereon, any redemption amount, liquidated damages, fees, expenses or any

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other amounts in respect of this Note are hereby expressly made subordinate and junior and subject in right of payment to the prior payment in full in cash of all Senior Indebtedness of the Company now outstanding or hereinafter incurred.

(b) No Payment if Default in Senior Indebtedness. No payment on account of Principal of, premium, if any, or Interest on this Note and any other payment payable with respect to this Note shall be made, and no portion of this Note shall be redeemed or purchased directly or indirectly by the Company, if at the time of such payment or purchase or immediately after giving effect thereto, (i) a default in the payment of principal, premium, if any, interest or other obligations in respect of any Senior Indebtedness having either an outstanding principal balance or a commitment to lend greater than $7,500,000 (“Designated Senior Debt”) occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness) (a “Payment Default”), unless and until such Payment Default shall have been cured or waived or shall have ceased to exist or (ii) the Company shall have received notice (a “Payment Blockage Notice”) from the holder or holders of Designated Senior Debt that there exists under such Senior Indebtedness a default, which shall not have been cured or waived, permitting the holder or holders thereof to declare such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending on the earlier of (A) the date such default shall have been cured or waived, or (B) (I) in the case of a Payment Blockage Notice delivered by any Designated Senior Debt solely based on the occurrence of an Event of Default under this Note (i.e., based on the triggering of the cross default provisions of such Designated Senior Debt solely as a result of an Event of Default under this Note) (a “Cross Default Payment Blockage”), the 180th day immediately following the Company’s receipt of such Payment Blockage Notice, and (II) in all other circumstances, the 270th day immediately following the Company’s receipt of such Payment Blockage Notice. The Company shall resume payments on and distributions in respect of this Note, including any past scheduled payments of the Principal of (and premium, if any) and Interest on this Note to which the Holder would have been entitled but for the provisions of this Section 10 in the case of a Payment Default, within five (5) Business Days of the date upon which such Payment Default is cured or waived or ceases to exist (and if payment is made within such time period, any Event of Default with respect to such nonpayment shall be cured). In addition, notwithstanding clauses (i) and (ii), unless the holders of Designated Senior Debt shall have accelerated the maturity of such Senior Indebtedness or there is a Payment Default, the Company shall resume payments on this Note within (5) Business Days after the end of each Payment Blockage Period (and if payment is made within such time period, any Event of Default with respect to such nonpayment shall be cured). In any consecutive 365-day period, there shall be (i) no more than three Payment Blockage Notices given in the aggregate on this Note, irrespective of the number of defaults with respect to Designated Senior Debt during such period, and (ii) at least ninety (90) days during which no Payment Blockage Period shall be in effect.

(c) Payment upon Dissolution.

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

(ii) The Holder shall retain the right to vote and otherwise act with respect to the claims under this Note (including, without limitation, the right to vote to accept

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or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension); provided that the Holder shall not vote with respect to any such plan or take any other action in any way so as to (A) contest the validity of any Senior Indebtedness or any collateral therefor or guaranties thereof, (B) contest the relative rights and duties of any of the lenders under the Senior Indebtedness established in any instruments or agreement creating or evidencing the Senior Indebtedness with respect to any of such collateral or guaranties, or (C) contest the Holders’ obligations and agreements set forth in this Section 10.

(iii) Upon payment or distribution to creditors in a Proceeding of assets of the Company of any kind or character, whether in cash, property or securities, all principal and interest due upon any Senior Indebtedness shall first be paid in full in cash and all commitments to lend in connection therewith shall have been terminated before the Holder shall be entitled to receive or, if received, to retain any payment or distribution on account of this Note, and upon any such Proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holder would be entitled except for the provisions of this Section 10 shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holder who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of this Note.

(d) Payments on Note. Subject to Section 10(c), the Company may make regularly scheduled payments of the Principal of, and any Interest or premium on, or any other payments on, this Note, if at the time of payment, and immediately after giving effect thereto, (i) there exists no Payment Default or a Payment Blockage Period and (ii) the Company is permitted to make payments under Section 10(c).

(e) Certain Rights. Nothing contained in this Section 10 or elsewhere in this Note is intended to or shall impair, as among the Company, its creditors including the holders of Senior Indebtedness and the Holder, the right, which is absolute and unconditional, of the Holder to convert this Note in accordance herewith.

(f) Subrogation. Subject to payment in full in cash of all Senior Indebtedness and termination of all commitments to lend in connection therewith, the rights of the Holder shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of the assets of the Company made on such Senior Indebtedness until all Principal and Interest on this Note shall be paid in full in cash; and for purposes of such subrogation, no payments or distributions to the holders of Senior Indebtedness of any cash, property or securities to which the Holder would be entitled except for the subordination provisions of this Section 10 shall, as between the Holder and the Company and/or its creditors other than the holders of the Senior Indebtedness, be deemed to be a payment on account of the Senior Indebtedness.

(g) Rights of Holder Unimpaired. The provisions of this Section 10 are and are intended solely for the purposes of defining the relative rights of the Holder and the holders of Senior Indebtedness and nothing in this Section 10 shall impair, as between the Company and the Holder, the obligation of the Company, which is unconditional and absolute, to pay to the Holder the Principal thereof (and premium, if any) and Interest thereon, in accordance with the terms of this Note.

(h) Holders of Senior Indebtedness. These provisions regarding subordination shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness; such provisions are made for the benefit of the holders of Senior Indebtedness, and such

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holders are hereby made obligees under such provisions to the same extent as if they were named therein, and they or any of them may proceed to enforce such subordination and no amendment or modification of the provisions contained herein shall diminish the rights of such holders unless such holders have agreed in writing thereto. The holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Holder, without incurring responsibility to the Holder and without impairing or releasing the subordination provisions of this Section 10, (i) subject to the limitations set forth herein, increase the amount of, change the manner, terms or place of payment of, or renew or alter, any Senior Indebtedness, or otherwise amend, modify, restate or supplement the same, (ii) sell, exchange or release any collateral mortgaged, pledged or otherwise securing the Senior Indebtedness, (iii) release any Person liable in any manner for the Senior Indebtedness and (iv) exercise or refrain from exercising any rights against the Company or any other Person.

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

(j) Blockage of Remedies. Until the Senior Indebtedness is paid in full in cash and all commitments to lend in connection therewith have been terminated, the Holder will not be entitled to commence or join with any creditor of the Company in asserting or commencing any proceedings to collect or enforce its rights hereunder or take any action to foreclose or realize upon the indebtedness hereunder so long as any Payment Default exists and is continuing or any Payment Blockage Period remains in effect; provided that Holder must provide at least ten (10) days prior notice to the holders of the Senior Indebtedness (which notice may be given during any Payment Blockage Period) of its intention to take any enforcement action (“Notice of Enforcement Action”); provided further, that notwithstanding the continuance of a Payment Blockage Period, the Holder shall be entitled to commence an enforcement action immediately upon the first to occur of (i) the commencement of a proceeding described under Section 4(a)(v), (ii) the acceleration of the Comerica Obligations or the acceleration of any other Senior Indebtedness and the commencement of enforcement actions by the holder of such Senior Indebtedness or (iii) the passage of 270 days from the delivery to the holders of the Senior Indebtedness of a Notice of Enforcement Action; provided, further that until all of the Senior Indebtedness shall have been paid in full in cash and all commitments to lend in connection therewith have been terminated, any payments, distributions or proceeds received by the Holder resulting from the exercise of any action to collect or enforce any right or remedy available to the Holder shall be subject to the terms of this Note.

(k) Subsequent Senior Indebtedness Requested Modifications. In connection with the incurrence of any future Senior Indebtedness, the Holder agrees that it shall act reasonably and negotiate in good faith any modifications to the provisions of this Section 10 reasonably requested by the holder of such Senior Indebtedness; provided that nothing in this section shall restrict the Holder of this Note from changing or amending this Section 10 pursuant to Section 13 hereof.

11. VOTING RIGHTS.

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

12. RANK; RESTRICTED PAYMENTS; LIENS.

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

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

(c) Existence of Liens. So long as this Note is outstanding, the Company shall not, and the Company shall not permit any of its Subsidiaries to, directly or indirectly, allow or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by the Company or any of its Subsidiaries (collectively, “Liens”) other than Permitted Liens. As used herein, “Permitted Liens” means (i) Liens incurred to secure Senior Indebtedness, (ii) Liens on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary, to the extent of Indebtedness incurred within sixty (60) days for such acquisition, construction or improvement and incurred within sixty (60) days of such acquisition, construction or improvement, (iii) purchase money Liens, or (iv) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other similar Liens imposed by law, so long as payment on such Liens is not more than thirty (30) days past due.

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

14. TRANSFER. This Note may be offered, sold, assigned or transferred by the Holder without the consent of the Company, but only in accordance with applicable federal and state securities laws, as provided in the legend on the first page hereof (a “Permitted Transfer”).

15. REISSUANCE OF THIS NOTE.

(a) Transfer. If this Note is to be transferred pursuant to a Permitted Transfer, the Holder shall surrender this Note to the Company, whereupon the Company shall forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 15(d)), registered as the Holder may request, representing the outstanding Principal being transferred by the Holder and, if less then the entire outstanding Principal is being transferred, a new Note (in accordance with Section 15d)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section 3(d)(iii) and this Section 15(a), following conversion or redemption of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on the face of this Note.

(b) Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note (in accordance with Section 15(d)) representing the outstanding Principal.

(c) Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Note or Notes (in accordance with Section 15(d)) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

(d) Issuance of New Note. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Section 15(a) or Section 15(c), the Principal designated by the Holder which, when added to the Principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an

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issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued Interest and Late Charges on the Principal and Interest of this Note, from the Issuance Date.

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

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

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

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

20. DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Redemption Price, the Volume Weighted Average Price, the Closing Bid Price or the Closing Sale Price, or the arithmetic calculation of the Conversion Rate or Average Price, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within one (1) Business Day of receipt of the Conversion Notice or Redemption Notice or other event giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon such determination or calculation within one (1) Business Day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within three (3) Business Days submit via facsimile (a) the disputed determination of the Redemption Price, the Volume Weighted Average Price, the Closing Bid Price or the Closing Sale Price to an independent, reputable investment bank selected by the Company and approved by the Holder or (b) the disputed arithmetic calculation of the Conversion Rate or the Average Price to the Company’s independent public accountant. The Company, at the Company’s expense, shall use commercially reasonable efforts to cause the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than five (5) Business Days from the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.

21. NOTICES; PAYMENTS.

(a) Notices. Any notices, consents, waivers or other communications required or permitted to be given under this Note must be in writing and shall be deemed to have been delivered: (i) upon receipt, when

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delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore. Without limiting the generality of the foregoing, the Company shall give written notice to the Holder (A) immediately upon any adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (B) at least twenty (20) days prior to the date on which the Company closes its books or takes a record (I) with respect to any dividend or distribution upon the Common Stock, other than regular dividends declared from time to time by the Company’s Board of Directors consistent as to timing and amount with past practice, (II) with respect to any pro rata subscription offer to holders of Common Stock or (III) for determining rights to vote with respect to any Change of Control, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

(b) Payments. Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, such payment shall be made in lawful money of the United States of America by a check drawn on the account of the Company and sent via overnight courier service to such Person at such address as previously provided to the Company in writing; provided that the Holder may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company with prior written notice setting out such request and the Holder’s wire transfer instructions. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day and, in the case of any Interest Date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of Interest due on such date. Any amount of Principal or other amounts due under this Note which is not paid when due shall result in a late charge being incurred and payable by the Company in an amount equal to interest on such amount at the rate of 11% per annum from the date such amount was due until the same is paid in full (“Late Charge”).

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

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

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

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

(a) “Agreement and Waiver” means the Agreement and Waiver dated as of March 20, 2008 among the Company, Robert J. Skandalaris and ArcelorMittal S.A.

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

(c) “Bloomberg” means Bloomberg Financial Markets.

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

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(e) “Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be, then the last bid price or last trade price, respectively, of such security prior to 4:00 p.m., New York Time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC. If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 20. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

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

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

(h) “Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for Common Stock.

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

(j) “Indebtedness” of any Person means, without duplication (i) all indebtedness for borrowed money, (ii) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business), (iii) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (v) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default arc limited to repossession or sale of such property), (vi) all monetary obligations under any leasing or similar arrangement which, in connection with generally accepted accounting principles, consistently applied for the periods covered thereby, is classified as a capital lease, (vii) off-balance sheet liabilities retained in connection with asset securitization programs, synthetic leases, sale and leaseback transactions or other similar obligations arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the consolidated balance sheet of such Person and its subsidiaries (except for the lease of the Company’s facility in Kentucky), and

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(viii) all indebtedness referred to in clauses (i) through (vii) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (ix) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (i) through (viii) above.

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

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

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

(n) “Registration Rights Agreement” means that certain registration rights agreement, dated as of August 31, 2007, by and among the Company, ArcelorMittal S.A. (formerly named Arcelor S.A.) and Robert J. Skandalaris, as amended by that certain First Amendment to Registration Rights Agreement dated as of March 20, 2008 by and among the Company, ArcelorMittal S.A. (formerly named Arcelor S.A.) and Robert J. Skandalaris.

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

(p) “Securities Purchase Agreement” means that certain securities purchase agreement, dated as of March 19, 2008, between the Company and ArcelorMittal S.A.

(q) “Senior Indebtedness” means the principal of (and premium, if any), interest on, and all fees and other amounts (including, without limitation, any reasonable costs, enforcement expenses (including reasonable legal fees and disbursements), collateral protection expenses and other reimbursement or indemnity obligations relating thereto) payable under the agreements or instruments evidencing the obligations of the Company to its current senior secured lender, Comerica Bank and any participants with Comerica Bank in such Indebtedness (together with any renewals, refundings, refinancings or other extensions thereof, the “Comerica Obligations”) and the obligations of the Company’s subsidiary, Noble European Holdings B.V., to its current senior secured lender, BNP Paribas and any participants with BNP Paribas in such Indebtedness (the “BNP Obligations”) whether now existing or hereafter arising (together with any renewals, refundings, refinancings or other extensions thereof) and to the holders of the Company’s Amended and Restated Subordinated Notes issued October 11, 2006.

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

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

(t) “Transaction Documents” means this Note, the Securities Purchase Agreement, the Agreement and Waiver and the Registration Rights Agreement.

(u) “Volume Weighted Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market during the period beginning at 9:30:01 a.m., New York Time (or such other time as the Principal Market publicly announces is the official open of trading),

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and ending at 4:00:00 p.m., New York Time (or such other time as the Principal Market publicly announces is the official close of trading) as reported by Bloomberg through its “Volume at Price” functions, or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York Time (or such other time as such market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York Time (or such other time as such market publicly announces is the official close of trading) as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Volume Weighted Average Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Volume Weighted Average Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 20. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

[SIGNATURE PAGE FOLLOWS]

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

NOBLE INTERNATIONAL, LTD.
By:	/s/ Thomas L. Saeli
Name:	Thomas L. Saeli
Title:	Chief Executive Officer

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EXHIBIT I

NOBLE INTERNATIONAL, LTD. CONVERSION NOTICE

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

Date of Conversion:

Aggregate Conversion Amount to be converted:

Please confirm the following information:

Conversion: Price

Number of shares of Common Stock to be issued:

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

Issue to:

Facsimile Number: Authorization:

Authorization:

By:

Title:

Dated:

Account Number:

(if electronic book entry transfer)

Transaction Code Number:

(if electronic book entry transfer)

ACKNOWLEDGMENT

The Company hereby acknowledges this Conversion Notice and hereby directs [Transfer Agent] to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated March     , 2008 from the Company and acknowledged and agreed to by [Transfer Agent].

NOBLE INTERNATIONAL, LTD.

By:

Name:

Title:

EX-99.7

Exhibit 99.7

AGREEMENT AND WAIVER

THIS AGREEMENT AND WAIVER (this “Agreement”) is made as of March 20, 2008, by and among NOBLE INTERNATIONAL, LTD., a Delaware corporation (the “Company”), ARCELORMITTAL S.A. (formerly known as Arcelor S.A.), a corporation organized under the laws of Luxembourg (“Arcelor”), and ROBERT J. SKANDALARIS, an individual residing in Bloomfield Hills, Michigan (“Skandalaris”).

Recitals

The Company, Arcelor and Skandalaris are parties to that certain Standstill and Stockholder Agreement dated as of August 31, 2007 (the “Standstill and Stockholder Agreement”).

The Company and Arcelor have entered into a Securities Purchase Agreement dated as of March 19, 2008 (the “Purchase Agreement”), pursuant to which the Company will issue and sell to Arcelor a subordinated convertible note of the Company in the aggregate original principal amount of FIFTY MILLION U.S. DOLLARS (US$50,000,000.00) (the “Note”), which Note shall be convertible into shares of the Company’s Common Stock, par value $0.00067 per share, in accordance with the terms of the Note.

In connection with the issuance and purchase of the Note, the Company, Arcelor and Skandalaris have agreed to amend the Standstill and Stockholder Agreement, and the Company and Skandalaris have agreed to waive certain provisions of the Standstill and Stockholder Agreement, as set forth herein.

Execution and delivery of this Agreement is a condition to the consummation of the transactions contemplated by the Purchase Agreement.

Accordingly, the parties hereby agree as follows:

1. Waiver. The Company and Skandalaris hereby irrevocably waive their respective rights under Sections 2.1, 2.2 and 2.3 of the Standstill and Stockholder Agreement and any breach or violation of the Standstill and Stockholder Agreement that may occur as a result of the issuance or purchase of the Note pursuant to the Securities Purchase Agreement or conversion of the Note.

2. Amendments. The Standstill and Stockholder Agreement is hereby amended as follows:

The definition of “Independent Director” set forth in Section 1.1(y) of the Standstill and Stockholder Agreement is hereby deleted in its entirety and the following substituted in its place:

“Independent Director” shall have the same meaning as the definition of “independent director” set forth in Marketplace Rule 4200(a)(15) (or any successor rule thereto) of the NASDAQ Stock Market LLC.

(b) Section 1.1 is hereby amended by adding the following definition to Section 1.1(bb) :

“Note Closing” shall mean the closing of the transactions contemplated by the Securities Purchase Agreement, dated as of March 19, 2008, by and between the Company and Arcelor.

The definition of “Person” that appeared under Section 1.1(bb) of the Standstill and Stockholder Agreement, and all definitions that appear thereafter, shall be re-alphabetized accordingly.

(c) Section 3.2(a) is hereby deleted in its entirety and the following substituted in its place:

(a) Notwithstanding any other provision of this Agreement, following the Note Closing Arcelor shall have the right to: (i) nominate a majority of the directors on the Company’s Board of Directors, subject to Skandalaris’ approval (which shall not be unreasonably withheld or delayed); and (ii) nominate a non-Independent Director to fill any seat on the Company’s Board of Directors previously filled by a non-Independent Director, subject to Skandalaris’ approval (which shall not be unreasonably withheld or delayed).

(d) Section 3.2(c) is hereby deleted in its entirety and the following substituted in its place:

(c) The committees of the Company’s Board of Directors shall consist of an audit committee, a compensation committee and a nominating and governance committee (collectively, the “Independent Board Committees”), each of which shall be comprised of three Independent Directors, and an executive committee, which shall be comprised of four directors. From and after the Note Closing, (i) a majority of the members of the nominating committee shall be Arcelor Designees, if there are any, and at least one of the members of each of the audit committee and the compensation committee shall be Arcelor Designees, if there are any; (ii) the Skandalaris Designee, if there is one, shall be a member of each Independent Board Committee, other than the nominating and governance committee; (iii) any remaining members of an Independent Board Committee shall be selected by a majority of all Independent Directors; (iv) Skandalaris shall be a member and the Chairman of the executive committee; (v) at least two of the members of the executive committee shall be Arcelor Designees; and (vi) the remaining members of the executive committee, if any are needed, shall be selected by the entire Board of Directors. All nominations made by the nominating and governance committee shall require the unanimous approval of the three members of that committee; provided that, if the members of the nominating and governance committee do not reach a unanimous decision as to any particular nominee, then such nomination shall be made by a majority of all Independent Directors.

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(e) The following is hereby added as a new Section 3.2(j):

The Company shall utilize the “Controlled Company” exemption under NASDAQ Marketplace Rule 4350(c)(5) (or any successor rule thereto) at any time Arcelor and its Affiliates beneficially own more than 50% of the Company’s voting securities.

3. Miscellaneous.

3.1 Remainder of Standstill and Stockholder Agreement Unmodified. Except as modified by this Agreement, the Standstill and Stockholder Agreement shall remain unmodified and in full force and effect.

3.2 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that both parties need not sign the same counterpart. Facsimile signatures shall, for all purposes of this Agreement, be deemed to be originals and shall be enforceable as such.

3.3 Stockholder Capacity. No Stockholder or Affiliate of the undersigned Stockholders who is, or becomes during the term of the Standstill and Stockholder Agreement, a director of the Company, makes (or shall be deemed to have made) any agreement or understanding in this Agreement, including, without limitation, Article III, in his or her capacity as a director of the Company.

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Execution

IN WITNESS WHEREOF, the parties hereto have executed this Agreement and Waiver as of the day and year first above written.

NOBLE INTERNATIONAL, LTD.
By:	/s/ Thomas L. Saeli
Name:	Thomas L. Saeli
Title:	CEO
ARCELORMITTAL S.A.
By:	/s/ Hans Kerkhoven
Name:	Hans Kerkhoven
Title:	Vice President, Finance
By:	/s/ Jean-François Crancée
Name:	Jean-François Crancée
Title:	Vice President, Global Customers

/s/ Robert J. Skandalaris

ROBERT J. SKANDALARIS

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EX-99.8

Exhibit 99.8

FIRST AMENDMENT TO

REGISTRATION RIGHTS AGREEMENT

THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), is made as of March 20, 2008, by and among NOBLE INTERNATIONAL, LTD., a Delaware corporation (the “Company”), ARCELORMITTAL S.A. (formerly known as Arcelor S.A.), a corporation organized under the laws of Luxembourg (“Arcelor”), and ROBERT J. SKANDALARIS, solely in his individual capacity as beneficial owner of Shares (“Skandalaris”).

Recitals

A. The Company, Arcelor and Skandalaris are parties to that certain Registration Rights Agreement dated as of August 31, 2007 (the “Registration Rights Agreement”).

B. The Company and Arcelor have entered into a Securities Purchase Agreement dated as of March 19, 2008 (the “Purchase Agreement”), pursuant to which the Company will issue and sell to Arcelor a convertible subordinated note of the Company in the original principal amount of FIFTY MILLION U.S. DOLLARS (US$50,000,000.00) (the “Note”), which Note shall be convertible into shares of the Company’s Common Stock, par value $0.00067 per share, in accordance with the terms of the Note.

C. The Company, Arcelor and Skandalaris have agreed to amend the Registration Rights Agreement as set forth herein.

D. Execution and delivery of this Amendment is a condition to the consummation of the transactions contemplated by the Purchase Agreement.

Accordingly, the parties hereby agree as follows:

1. Amendments. The Registration Rights Agreement is hereby amended as follows:

(a) The definition of “Registrable Common Stock” set forth in Section 1.1 of the Registration Rights Agreement is hereby deleted in its entirety and the following substituted in its place:

“Registrable Securities” means, (i) with respect to either Stockholder, any shares of Common Stock owned by such Stockholder as of August 31, 2007 and any shares of Common Stock acquired by such Stockholder or any of its Affiliates after August 31, 2007 if such Stockholder or Affiliate is an Affiliate of the Company on the date of such acquisition, and (ii) with respect to Arcelor, the Note and any shares of Common Stock issuable upon conversion of the Note; provided that such securities will cease to be Registrable Securities upon the earliest to occur of the time that (a) such securities have been sold under a registration statement effected pursuant hereto or pursuant to Rule 144 promulgated under the Securities Act; (b) such securities, along with all of the other

securities held by such Stockholder, may immediately be sold under Rule 144 in a given 90 day period and such Stockholder owns less than 1% of the outstanding Common Stock; (c) such securities are eligible for sale either under Rule 144(b)(1) or without regard to the volume limitations contained in Rule 144(e); or (d) such securities are proposed to be sold or distributed by a Person not entitled to registration rights granted by this Agreement.

Each other reference to the term “Registrable Common Stock” that appears in the Registration Rights Agreement shall be deleted accordingly and the term “Registrable Securities” substituted in its place.

(b) Section 1.1 is hereby amended by adding the following definition to Section 1.1 immediately after the definition of the term “NASD”:

“Note” shall mean that certain convertible subordinated note of the Company in the original principal amount of FIFTY MILLION U.S. DOLLARS (US$50,000,000.00) dated March 20, 2008, issued pursuant to the Securities Purchase Agreement, dated as of March 19, 2008, between the Company and Arcelor.

(c) Section 2.14 is hereby is hereby deleted in its entirety and the following substituted in its place:

The Company’s obligations under Sections 2.1 and 2.2 hereof to register Registrable Securities for sale under the Securities Act with respect to either Stockholder shall terminate on the first date on which no Registrable Securities are held by such Stockholder.

2. Miscellaneous.

2.1 Remainder of Registration Rights Agreement Unmodified. Except as modified by this Amendment, the Registration Rights Agreement shall remain unmodified and in full force and effect.

2.2 Counterparts. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to each other party, it being understood that all parties need not sign the same counterpart. Facsimile signatures shall, for all purposes of this Amendment, be deemed to be originals and shall be enforceable as such.

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Execution

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Registration Rights Agreement as of the date first above written.

NOBLE INTERNATIONAL, LTD.
By:	/s/ Thomas L. Saeli
Name:	Thomas L. Saeli
Title:	CEO

ARCELORMITTAL S.A.
By:	/s/ Hans Kerkhoven
Name:	Hans Kerkhoven
Title:	Vice President, Finance
By:	/s/ Jean-François Crancée
	Name: Jean-François Crancée
	Title: Vice President, Global Customers
	/s/ Robert J. Skandalaris
	ROBERT J. SKANDALARIS

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