FIRST AMENDMENT TO AMENDED AND RESTATED CONVERTIBLE SUBORDINATED NOTES

Exhibit 10.1

FIRST AMENDMENT TO AMENDED AND RESTATED CONVERTIBLE SUBORDINATED NOTES

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CONVERTIVBLE SUBORDINATED NOTES (“Amendment”) is made as of this 10 ^th day of January 2007, by and between Noble International, Ltd. (the “ Company ”) and Whitebox Convertible Arbitrage Partners, L.P. (“ WCAP ”), Whitebox Diversified Convertible Arbitrage Partners, L.P. (“ WDCAP ”), Guggenheim Portfolio Company XXXI, LLC (“ Guggenheim ”) and HFR RVA Combined Master Trust (“ HFR ”, and, together with WCAP, WCAP and Guggenheim, the “ Investors ” and each, an “ Investor ”) .

W I T N E S S E T H :

WHEREAS, on October 11, 2006, Company and each Investor executed a certain Amended and Restated Convertible Subordinated Note due October 11, 2011 (individually a “Note” and collectively the “Notes”); and

WHEREAS, Investors and Company desire to amend the Notes to change certain of the terms contained therein.

NOW THEREFORE, in consideration of the foregoing, Investors and Company agree as follows:

1. The introductory paragraph of each Note (which begins, “FOR VALUE RECEIVED”) is hereb