March 28, 2007

Exhibit 10.26

March 28, 2007

Noble International, Ltd.

28213 Van Dyke

Warren, Michigan 48093

Attention: David J. Fallon, CFO

 

  Re: Second Amendment to (“Second Amendment”) 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 Second Amendment shall have the meanings given them in the Credit Agreement.

1. Based upon the Agent’s receipt of the approval of the requisite Lenders and subject to the terms and conditions set forth in this Second Amendment, the Agent hereby confirms the agreement by the requisite Lenders to amend and restate the definition of “Base Tangible Net Worth” in Section 1 of the Credit Agreement as follows:

“Base Tangible Net Worth” shall mean, as of the last day of any fiscal quarter, an amount equal to the sum of $19,000,000 plus fifty percent (50%) of Consolidated Net Income (not reduced by losses) for each fiscal quarter, commencing with the quarter ending on March 31, 2007.

2. This Second Amendment 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 Second Amendment, 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 Second Amendment as Attachment 1.

(c) Borrower shall have paid to the Agent, for distribution to the Lenders based on their Weighted Percentages, an amendment fee in an amount equal to 5 basis points of the sum of the Revolving Credit Aggregate Commitment plus the aggregate principal amount of Term Loan Advances outstanding.

(d) In addition to the amendment fee described in clause (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 Second Amendment.

3. Borrower hereby represents and warrants that, after giving effect to the amendments, consents and waivers contained herein, (a) execution and delivery of this Second Amendment and the performance of its obligations under the Credit Agreement as amended hereby (herein, as so amended, the “Amended Credit Agreement”) are within its corporate powers, have been duly authorized, are not in contravention of law or the terms of its articles of incorporation, bylaws or operating agreement, as applicable, and except as have been previously obtained do not require the consent or approval, material to the amendments set forth herein, of any governmental body, agency or authority, and the Amended Credit Agreement will constitute the valid and binding obligations of the Borrower enforceable against the Borrower in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether enforcement is sought in a proceeding in equity or at law); (b) the representations and warranties set forth in Sections 6.1 through 6.24, inclusive, of the Amended 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 (c) as of the date hereof, no Default or Event of Default has occurred and is continuing.

4. Except as specifically set forth herein, this Second Amendment 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 Second Amendment 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.

5. This Second Amendment 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.

 

2


By signing and returning a counterpart of this letter to the Agent, the Loan Parties acknowledge their acceptance of the terms of this Second Amendment. This Second Amendment 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/    RONALD M. RUKS        

Its:  

Vice President

Acknowledged and Accepted

as of March 28, 2007:

 

NOBLE INTERNATIONAL, LTD.
By:  

/S/    DAVID J. FALLON        

Its:  

CFO

Signature Page to Second Amendment

(752917)


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 Second Amendment and authorizes the Agent to issue the foregoing Second Amendment to the Loan Parties.

 

Comerica Bank

[Lender]
By:  

/S/    RONALD M. RUKS        

Name:  

Vice President

Date:   March 28, 2007

Signature Page to Second Amendment

(752917)


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 Second Amendment and authorizes the Agent to issue the foregoing Second Amendment to the Loan Parties.

 

National City Bank

[Lender]
By:  

/S/    HORST SHERIFF        

Name:   Horst Sheriff
Date:   March 28, 2007

Signature Page to Second Amendment

(752917)


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 Second Amendment and authorizes the Agent to issue the foregoing Second Amendment to the Loan Parties.

 

BMO Capital Markets Financing, Inc.

[Lender]
By:  

/S/    WILLIAM THOMSON        

Name:   William Thomson
Date:   March 28, 2007

Signature Page to Second Amendment

(752917)


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 Second Amendment and authorizes the Agent to issue the foregoing Second Amendment to the Loan Parties.

 

JPMorgan Chase Bank, N.A.

[Lender]
By:  

/S/    THOMAS A. LAKOCY        

Name:   Thomas A. Lakocy
  Senior Vice President
Date:   March 21, 2007

Signature Page to Second Amendment

(752917)


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 Second Amendment and authorizes the Agent to issue the foregoing Second Amendment to the Loan Parties.

 

Citizens Bank

[Lender]
By:  

/S/    TROY STEVENSON        

Name:   Troy Stevenson
Date:   March     , 2007

Signature Page to Second Amendment

(752917)


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 Second Amendment to the Credit Agreement dated as of date hereof (the “Amendment”). 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 after giving effect to the effectiveness of the Amendment. 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 28th day of March, 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, INC.,
By:  

/S/    DAVID J. FALLON        

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

Acknowledgment of Guarantors

(752917)