Limited Waiver Letter dated December 31, 2007



 December 31, 2007 
 Noble International, Ltd. 
 840 W. Long Lake, Suite 601 
 Troy MI 48098 
 Attention: David J. Fallon, CFO 
  

	 	Re:	Waiver Letter (“Waiver”) under the Noble International, Ltd. Sixth Amended and Restated Credit Agreement dated as of December 11, 2006 (as amended or otherwise
modified from time to time, the “Credit Agreement”) among Noble International, Ltd. (“Borrower”), the Lenders parties thereto from time to time and Comerica Bank, as Agent for the Lenders (the “Agent”).


 Ladies and Gentlemen: 
 Reference is made to the Credit Agreement. Except as specifically defined to the contrary herein, capitalized terms used in this Wavier shall have the meanings given them in the Credit Agreement. 
 1. You have requested that the Lenders waive the requirement set forth in the Post-Closing letter dated December 11, 2006 for the delivery of
leasehold mortgages and related documentation for the properties identified on Exhibit A thereto. 
 Based on the Agent’s receipt of the
approval of the requisite Lenders (as attached to this Waiver) and subject to the terms and conditions of this Waiver, the Agent hereby confirms, for and on behalf of the Lenders, the waiver by the requisite Lenders of the requirement to deliver
such leasehold mortgages and related documentation. 
 2. You have requested that the Lenders waive any Default or Event of Default arising
from the Borrower’s failure to comply with the provisions of Section 7.11 (Senior Debt to EBITDA Ratio) of the Credit Agreement for the fiscal quarter ended December 31, 2007. 
 Based on the Agent’s receipt of the approval of the requisite Lenders (as attached to this Waiver) and subject to the terms and conditions of this
Waiver, the Agent hereby confirms, for and on behalf of the Lenders, the waiver by the requisite Lenders of any Default or Event of Default arising solely from the Borrower’s failure to comply with the provisions of Section 7.11 of the
Credit Agreement for the fiscal quarter ended December 31, 2007; provided however, that the Waiver with respect to this Section 2 only shall expire and be of no further force and effect, on February 15, 2008, and from and after such
date the Agent and the Lenders shall have all of the rights and remedies available to them as a result of the occurrence of the foregoing described Defaults and Events of Default all as though this Waiver had never been granted, unless a further
amendment or waiver shall be given with respect to such Defaults or Events of Default pursuant to the Credit Agreement or such Defaults or Events of Default pursuant to the Credit Agreement shall have been cured. 







 3. This Waiver shall become effective (according to the terms hereof) on the date that the following
conditions shall have been satisfied: 
  

	 	(a)	Agent shall have received via facsimile (followed by the prompt delivery of original signatures) counterpart originals of this Waiver, in each case duly executed and delivered by
the Agent, the Borrower and the Lenders. 

  

	 	(b)	Agent shall have received the Acknowledgment of Guarantors, executed and delivered by each Guarantor in the form attached to this Waiver as Attachment 1. 


 

	 	(c)	Borrower shall have paid to the Agent and the Lenders all interest, fees and other amounts, if any, due and owing to the Agent and the Lenders as of the date of this Waiver.


 4. Borrower hereby represents and warrants that, after giving effect to the waivers contained herein, (a) the
representations and warranties set forth in Sections 6.1 through 6.24, inclusive, of the Credit Agreement are true and correct in all material respects on and as of the date hereof (other than any such representation or warranty which expressly
speaks only as of a different date); and (b) as of the date hereof, no Default or Event of Default has occurred and is continuing. 
 5.
Except as expressly specifically set forth herein, this Waiver shall not be deemed to amend or alter in any respect the terms and conditions of the Credit Agreement (including without limitation all conditions and requirements for Advances and any
financial covenants) or any of the other Loan Documents, or to constitute a waiver or release by any of the Lenders or the Agent of any right, remedy, Collateral, Default or Event of Default under the Credit Agreement or any of the other Loan
Documents, except to the extent specifically set forth herein. Furthermore, this Waiver shall not affect in any manner whatsoever any rights or remedies of the Lenders or the Agent with respect to any other non-compliance by the Borrower with the
Credit Agreement or the other Loan Documents, whether in the nature of a Default or Event of Default, and whether now in existence or subsequently arising, and shall not apply to any other transaction. 
 6. This Waiver shall be a contract made under and governed by the internal laws of the State of Michigan, and may be executed in counterpart, in
accordance with Section 13.10 of the Credit Agreement. 
 [Remainder of Page Intentionally Left Blank] 
  

 2 








 By signing and returning a counterpart of this letter to the Agent, the Loan Parties acknowledge their
acceptance of the terms of this Waiver. This Waiver shall not become effective unless and until countersigned by the Loan Parties and returned to the Agent. 
  

			
	Very truly yours,
	
	COMERICA BANK, as Agent
		
	 By:
	 	 /s/ Michael L. Bourne

		 	Michael L. Bourne
		
	 Its:
	 	 Senior Vice President



  

			
	 Acknowledged and Accepted
 as of
December 31, 2007:

	
	 NOBLE INTERNATIONAL, LTD.

		
	 By:
	 	 /s/ David J. Fallon

	 Its:
	 	 CFO


 Signature Page to Waiver Letter 
 (813549) 







 AUTHORIZATION OF CONSENT 
 The undersigned Lender hereby consents to the matters specified above on the terms and conditions set forth in the attached form of Waiver and authorizes
the Agent to issue the foregoing Waiver to the Loan Parties. 
  

			
	 LENDER:

	
	 COMERICA BANK

		
	By:	 	/s/ Michael L. Bourne
	Name:	 	Michael L. Bourne
		 	Senior Vice President
	
	 Date: December 31, 2007



 Signature Page to Waiver Letter 
 (813549) 







 AUTHORIZATION OF CONSENT 
 The undersigned Lender hereby consents to the matters specified above on the terms and conditions set forth in the attached form of Waiver and authorizes
the Agent to issue the foregoing Waiver to the Loan Parties. 
  

			
	 LENDER:

	
	 JPMorgan Chase Bank, N.A.

		
	By:	 	/s/ Mark Schwalbach AVP
	Name:	 	Mark Schwalbach
	
	 Date: December 26, 2007



 Signature Page to Waiver Letter 
 (813549) 







 AUTHORIZATION OF CONSENT 
 The undersigned Lender hereby consents to the matters specified above on the terms and conditions set forth in the attached form of Waiver and authorizes
the Agent to issue the foregoing Waiver to the Loan Parties. 
  

			
	 LENDER:

	
	 National City Bank

		
	By:	 	/s/ Horst Sherriff
	Name:	 	Horst Sherriff
	
	 Date: December 31, 2007



 Signature Page to Waiver Letter 
 (813549) 







 AUTHORIZATION OF CONSENT 
 The undersigned Lender hereby consents to the matters specified above on the terms and conditions set forth in the attached form of Waiver and authorizes
the Agent to issue the foregoing Waiver to the Loan Parties. 
  

			
	 LENDER:

	
	 Citizens Bank

		
	By:	 	/s/ Troy Stevenson
	Name:	 	Troy Stevenson
	
	 Date: December 28, 2007



 Signature Page to Waiver Letter 
 (813549) 







 ATTACHMENT 1 
 ACKNOWLEDGMENT OF GUARANTORS 
 Each of the undersigned, being an authorized officer of the guarantors
listed below (collectively, the “Guarantors”) hereby acknowledge that (a) such Guarantor executed a Second Amended and Restated Guaranty dated as of October 12, 2006 (“Guaranty”) and that certain Reaffirmation of Loan
Documents dated as of December 11, 2006, pursuant to which such Guarantor guaranteed the obligations of the Borrower under that certain Noble International, Ltd. Sixth Amended and Restated Credit Agreement dated as of December 11, 2006 (as
amended or otherwise modified from time to time, the “Credit Agreement”), among Noble International, Ltd. (“Borrower”), the Lenders parties thereto from time to time and Comerica Bank, as Agent for the Lenders (the
“Agent”) and (b) Borrower, the Lenders and the Agent have executed the Waiver to the Credit Agreement dated as of date hereof (the “Waiver”). Each of the undersigned hereby ratifies and confirms its obligations under the
Credit Agreement and the Guaranty and agrees that the Guaranty remains in full force and effect. Capitalized terms not otherwise defined herein will have the meanings given in the Credit Agreement. This acknowledgment shall be governed by and
construed in accordance with the laws of, and be enforceable in, the State of Michigan. 
 Dated as of the 31st day of December, 2007.

  

			
		  	NOBLE COMPONENTS & SYSTEMS, INC.,
		  	NOBLE ADVANCED TECHNOLOGIES, INC.,
		  	NOBLE TUBE TECHNOLOGIES, LLC,
		  	NOBLE LOGISTIC SERVICES, INC.,
		  	NOBLE METAL PROCESSING-OHIO, LLC,
		  	PULLMAN INDUSTRIES, INC.,
		  	PULLMAN INVESTMENTS LLC,
		  	PULLMAN INDUSTRIES OF INDIANA, INC.,
		  	NOBLE MANUFACTURING GROUP, INC.,
		  	NOBLE METAL PROCESSING, INC.,
		  	NOBLE LAND HOLDINGS, INC.,
		  	PROTOTECH LASER WELDING INC.,
		  	NOBLE SWISS HOLDINGS, LLC
		  	NOBLE METAL PROCESSING-NEW YORK, INC.
		  	NOBLE METAL PROCESSING-KENTUCKY, G.P.
		  	TAILOR STEEL AMERICA, LLC
		  	NOBLE TSA, LLC

  

			
		
	By:	 	 /s/ David J. Fallon

	Name:	 	David J. Fallon
	Title:	 	Chief Financial Officer of each of the foregoing entities


 Acknowledgment of Guarantors 
 (813549)