Limited Waiver Letter to Noble International, Ltd. under Sixth Amended and Restated Credit Agreement (February 15, 2008)

Exhibit 10.1

February 15, 2008

Noble International, Ltd.

840 W. Long Lake, Suite 601

Troy MI 48098

Attention: David J. Fallon, CFO

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 any Default or Event of Default arising from the Borrower’s failure to comply with the provisions of Sections 7.11 (Senior Debt to EBITDA Ratio) and 7.12(b) (Consolidated EBITDA to Interest 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 Sections 7.11 and 7.12(b) of the Credit Agreement for the fiscal quarter ended December 31, 2007; provided however, that the Waiver with respect to this Section 1 shall expire and be of no further force and effect, on March 1, 2008, unless prior to March 1, 2008 the Borrower delivers to the Agent a fully executed commitment letter evidencing the commitment of investors reasonably acceptable to the Majority Lenders to invest not less than $35,000,000 in new equity or Subordinated Debt in Borrower not later than April 1, 2008 (all on terms reasonably acceptable to the Majority Lenders). The Borrower hereby agrees to apply the Net Cash Proceeds of such subordinated debt or equity issuance to the prepayment of the Term Loan. If the Borrower so delivers such an executed commitment letter, then the Waiver with respect to this Section I shall continue through April 1, 2008. After April 1, 2008, the Waiver shall expire and be of no further force and effect. Upon the expiration of the Waiver, the Agent and the Lenders shall have all of the rights and remedies available to them under the Credit Agreement and the other Loan Documents.

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

3. 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.

4. 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.

5. 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]

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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.

Acknowledged and Accepted

as of February 15, 2008:

Signature Page to Waiver Letter

(825267)

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.

Signature Page to Waiver Letter

(82567)

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.

5

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.

6

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 February 15, 2008.

Acknowledgment of Guarantors

(82567)