UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 28, 2007
NOBLE INTERNATIONAL, LTD.
(Exact name of registrant as specified in its charter)
| Delaware | 001-13581 | 38-3139487 | ||
| (State or other jurisdiction of incorporation) |
Commission File Number) | (IRS Employer Identification No.) |
| 840 W. Long Lake Road, Suite 601 Troy, Michigan |
48098 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number including area code: (248) 519-0700
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry Into a Material Definitive Agreement |
On September 28 2007, Noble International, Ltd. (the “Company”) entered into a Limited Waiver Letter (the “Waiver”) with respect to the Company’s Sixth Amended and Restated Credit Agreement dated as of December 11, 2006 with Comerica Bank (the “Bank”), as lender, Lead Arranger and Administrative Agent for itself and other lenders (the “Lenders”) party thereto (previously filed with the Company’s annual report on Form 10K filed with the Securities and Exchange Commission on March 28, 2007) (the “Credit Agreement”), as amended by the First Amendment to Sixth Amended and Restated Credit Agreement dated March 14, 2007 (previously filed as Exhibit 10.25 to the Company’s Annual Report on Form 10KA filed on April 30, 2007), the Second Amendment to Sixth Amended and Restated Credit Agreement dated March 28, 2007 (previously filed as Exhibit 10.26 to the Company’s Annual Report on Form 10KA filed on April 30, 2007), the Third Amendment to Sixth Amended and Restated Credit Agreement dated May 8. 2007 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 14, 2007) and the Fourth Amendment to Sixth Amended and Restated Credit Agreement dated as of August 24, 2007. Capitalized terms not defined herein shall have the meanings ascribed thereto in the Credit Agreement, as amended.
Pursuant to the Waiver, the Lenders agreed, among other things, to waive any Default or Event of Default arising solely from the Company’s failure to comply with the financial covenants set forth in Sections 7.9 (Consolidated Fixed Charge Coverage Ratio), 7.10 (Total Debt to EBITDA Ratio), 7.11 (Senior Debt to EBITDA Ratio) and 7.12 (Consolidated Tangible Net Worth) of the Credit Agreement for the fiscal quarter ended September 30, 2007. The Waiver shall expire and be of no further force or effect on or after November 15, 2007 unless a further amendment or waiver shall be delivered by the Lenders with respect to any such Defaults or Events of Default by such time.
This description of the Waiver does not purport to be complete and is qualified in its entirety by reference to the Waiver, which is filed as an exhibit to this current report on Form 8K and incorporated by reference into this Item 1.01.
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Not applicable |
| (b) | Not applicable. |
| (c) | Exhibits |
| 10.1 | Limited Waiver Letter dated September 28, 2007. |
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NOBLE INTERNATIONAL, LTD., | ||||||
| a Delaware corporation | ||||||
| (registrant) | ||||||
| October 4, 2007 |
By: | /s/ David J. Fallon | ||||
| David J. Fallon | ||||||
| Chief Financial Officer | ||||||
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EXHIBIT INDEX
| No. |
Description of Exhibit | |
| 10.1 |
Limited Waiver Letter dated September 28, 2007. |
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