Re: Fuel Systems Solutions, Inc. - Committed Credit Facility

Re: Fuel Systems Solutions, Inc. - Committed Credit Facility

      We are pleased to advise you that Intesa Sanpaolo S.p.A., New York Branch, acting through its New York Branch at One William Street, New York, NY (the "Bank"), has approved the following credit facility for Fuel Systems Solutions, Inc. located at 3030 South Susan Street, Santa Ana, CA 92704 (the "Parent Borrower") and its wholly-owned subsidiary, Impco Technologies Inc., also located at 3030 South Susan Street, Santa Ana, CA 92704 (the “Co-Borrower”, and together with the Parent Borrower, each a “Borrower” and, collectively, the “Borrowers”): a committed unsecured line of credit available for borrowings for durations of up to six months for general corporate purposes (the “Facility”).

      The Bank's commitment to extend the Facility, which shall be deemed effective as of the Effective Date (as defined below), is specifically subject to the terms and conditions as stated herein (the "Agreement") and shall terminate on the Maturity Date (as defined below). This Agreement, together with each Note (as defined below), and any and all other agreements, instruments and documents related to any of the foregoing, are collectively referred to herein as the "Facility Documents". This Agreement replaces that certain facility letter entered into by and between the Parent Borrower, the Co-Borrower and the Bank and dated as of December 17 ^th , 2008 (the “Existing Facility”) and together with any promissory notes and collateral documents related thereto (the “Existing Facility Documents”).

      1. Facility and Loans . The aggregate principal amount of the Loans (as defined below) made in respect of such Facility shall not at any time exceed U.S. $13,000,000.00 (Thirteen Million United States Dollars) (the “Committed Amount”; provided that such amount may be reduced from time to time in accordance with Section 4 herein). Each Loan made hereunder shall be in a minimum amount of $500,000 (Five Hundred Thousand United States Dollars).

      The Facility may be used only for the purposes specified in the description of such Facility above. The Facility will be a revolving credit facility, and the Borrowers may borrow, repay and re-borrow or reutilize amounts during the continuation of the Facility and prior to the Maturity Date (as defined below), subject to the applicable provisions of this Agreement, provided that at no time may the aggregate outstanding principal amount outstanding hereunder exceed the Committed Amount.

      Under the Facility the Bank will make Loans (as defined below) available to the Borrowers prior to the Maturity Date subject to the applicable provisions of this Agreement and each Note (as defined below). Loans will bear interest in accordance with Section 2 hereinbelow.

      The Facility may be made available to the Borrowers and subject to the terms and conditions as contained herein until the earlier of (i) April 30, 2014 (the “Stated Maturity Date”) or (ii) the date on which any Loans made hereunder are terminated in accordance with the provisions hereof (the "Maturity Date"). Each extension of credit made under the Facility (each a “Loan” and, collectively the “Loans”)" made hereunder shall have a stated maturity not extending beyond the Stated Maturity Date. (Any Loan made hereunder may also be referred to as a “Loan” or, collectively, the “Loans”).

      When a Borrower desires to utilize the Facility, a duly authorized officer or representative of such Borrower shall advise the Bank in writing by the execution of a Notice of Borrowing in the form of Exhibit A attached hereto. Each request for a Loan in respect of the Facility shall specify the following information: (i) the Facility and the date of the proposed Loan, (ii) the amount of the proposed Loan, which shall be in United States Dollars, (iii) the stated maturity of the proposed Loan, (iv) the interest rate option applicable to the Loan (i.e., LIBOR Rate, Cost of Funds Rate, or Prime Rate) and if a LIBOR Loan, the LIBOR Interest Period, and (v) the bank account of the Borrower to which the proceeds of such Loan should be paid. In such case, once all of the conditions precedent set forth in Section 8 (in the case of the initial Loan hereunder) and Section 9 have been satisfied, the Bank will credit to the specified bank account of the Borrower the amount of the Loan as requested by such Borrower (subject to the limitation of the Committed Amount).

      2. Interest on Loans . Each Loan under the Facility will have the following interest rate and maturity date options (subject to the other provisions hereof) at the Borrower’s option and request:

(a) LIBOR Rate: Loans bearing interest at the LIBOR Rate (as defined below) from time to time may be made upon notification received by the Bank by 11:00 a.m., New York time, three Business Days prior to the date of borrowing for fixed periods of 1, 2, 3, or six (one, two, three or six) months or any other period agreed by the Bank (each a “LIBOR Interest Period”) ; provided that no Loan shall extend beyond the then applicable Stated Maturity Date.”). Principal will be paid at the maturity of each Loan (but in no event later than the Maturity Date) in immediately available funds. Accrued interest shall be paid in immediately available funds and shall be calculated on the basis of the actual calendar days elapsed and a 360 day year and shall be due at the end of each LIBOR Interest Period, provided that (i) if any LIBOR Interest Period would end on a day other than a Business Day, such LIBOR Interest Period shall end on the next succeeding Business Day, unless

such next succeeding Business Day would fall in the next calendar month, in which case such LIBOR Interest Period shall end on the next preceding Business Day and (ii) any LIBOR Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such LIBOR Interest Period) shall end on the last Business Day of the last calendar month of such LIBOR Interest Period, but in no event after the Stated Maturity Date. The “ LIBOR Rate ” shall mean, with respect to an Interest Period (i) the rate for deposits in United States Dollars, for a period approximately equal to such Interest Period which appears on Reuters BBA Libor Rates Page 3750, or other service providing a rate titled, “British Bankers’ Association Rates”, as of 11:00a.m., London time, on the day which is two (2) Business Days prior to the commencement of such Interest Period plus (ii) 200 basis points 2.00%), subject to the conditions set forth in the second paragraph following subsection (c) of this Section 2

(b) Cost of Funds Rate: Short-Term Loans bearing interest at the Costs of Funds Rate (as defined below) from time to time may be made upon notification received by the Bank by 2:30p.m, New York time, on the date of borrowing for periods of the Borrower's option (each a “Cost of Funds Interest Period”), provided that no Loan shall extend beyond the then applicable Stated Maturity Date.”). Principal will be paid at the maturity of each Loan (but in no event later than the Maturity Date) in immediately available funds. Accrued interest shall be paid in immediately available funds and shall be calculated on the basis of the actual calendar days elapsed and a 360 day year and shall be due at the end of each Cost of Funds Interest Period, provided that (i) if any Cost of Funds Interest Period would end on a day other than a Business Day, such Cost of Funds Interest Period shall end on the next succeeding Business Day, unless such next succeeding Business Day would fall in the next calendar month, in which case such Cost of Funds Interest Period shall end on the next preceding Business Day and (ii) any Cost of Funds Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Cost of Funds Interest Period) shall end on the last Business Day of the last calendar month of such Cost of Funds Interest Period, but in no event after the Stated Maturity Date. The "Cost of Funds Rate" shall be (i) the rate per annum as determined by the Bank in good faith to represent its cost of funds in New York (on the date of the Borrower’s request) in the interbank Eurodollar market plus (ii) 200 basis points (2.00%)

(c) Prime Rate: Loans bearing interest at the Prime Rate (as defined below) from time to time may be made upon notification received by the Bank by 2:30p.m, New York time, on the date of borrowing for

periods of up to three (3) months (each a “Interest Period”). Principal will be paid at the maturity of each Loan (but in no event later than the Maturity Date) in immediately available funds. Accrued interest shall be paid in immediately available funds and shall be calculated on the basis of the actual calendar days elapsed and a 360 day year and shall be due at the end of each Interest Period. The “Prime Rate” shall be the sum of (i) the prime variable base rate of interest quoted (but not necessarily received) by the Bank to responsible and substantial corporate customers of the Bank as from time to time plus (ii) 100 basis points (1.00%).

(This is a floating rate so the interest on each Loan bearing interest at the Prime Rate will change as of 12:01 a.m. on the date of the corresponding variation in such rate but in no event shall such rate be higher than the maximum permitted under New York law.)

      To the extent that an interest rate with respect to any Loan is based upon a publication or announcement and on a particular day such publication is not available or such announcement is not made, the applicable rate of interest for such day with respect to such Loan shall be calculated by reference to the rate of interest so published or announced on the immediately preceding day such rate was so published or announced.

      If, for any reason, the LIBOR Rate for any Loan will not adequately reflect the cost to the Bank of making, funding or maintaining the Loan for any LIBOR Interest Period the Bank will (i) for existing Loans: notify the Borrower, whereupon such Loan will automatically, on the last day of the then existing LIBOR Interest Period therefore, convert into a Loan bearing interest at the Cost of Funds Rate, and (ii) for new Loans: inform the Borrower that the LIBOR Rate is not available. If the Borrower shall fail to select an interest rate option, Loans shall bear interest at the Cost of Funds Rate in effect from time to time.

      Interest on each Loan shall accrue daily at the applicable rate of interest from and including the date such Loan is made to such Borrower but excluding the date such Loan is paid in full and shall be payable in arrears at the maturity of such Loan, unless otherwise agreed with respect to such Loan by the parties hereto.

      Any amounts that have become due and payable in accordance with this Agreement, any Facility Document or otherwise (whether at stated maturity, by acceleration or otherwise) and remain unpaid by a Borrower shall accrue interest thereafter until payment in full of such amounts (both before and after judgment) at an interest rate per annum equal to 2% above the Prime Rate, and such interest shall be calculated on the basis of the actual calendar days elapsed in a 360 day year and shall be payable upon the Bank's demand therefore. Notwithstanding any provision of this Agreement or any Facility Document to the contrary, the interest payable with

respect to any Loan shall in no event exceed the Committed Amount of interest permitted from time to time by applicable law.

      3. Commitment Fee : The Borrowers, during the continuation of the Facility, will pay to the Bank on a quarterly basis a commitment fee (the "Commitment Fee") at a rate per annum (based on a 360-day year) equal to 50 basis points (0.50%) of the aggregate average daily unused total Committed Amount. The Commitment Fee is payable to the Bank quarterly in arrears on the last Business Day of each March, June, September and December and on the Maturity Date.

4. Voluntary Reduction of Committed Amount .

      The Parent Borrower may at any time reduce the Committed Amount; provided that (i) each reduction of the Committed Amount shall be in an amount that is an integral multiple of $500,000 and (ii) the Borrower shall not reduce the Committed Amount if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 7 below, the then outstanding principal amount of Loans made hereunder would exceed the Committed Amount.

      5. Notes . All of the Loans made hereunder by the Bank to a Borrower shall be evidenced by a promissory note in the form of Exhibit B attached hereto (a “Note”). Each of the Borrowers shall execute a Note and the Borrowers hereby confirm that the aggregate unpaid principal amount of each Note shall be as shown in the Bank’s confirmations from time to time (" Confirmations ") and that such Confirmations shall be recorded and confirmed by the Bank and that Borrower agrees to send notice of any manifest error of any such Confirmations within five (5) business days after receipt of any such Confirmation. All such Confirmations shall constitute prima facie evidence of the accuracy of the information so recorded and shall be conclusive and binding upon the Borrower in the absence of manifest error. Any failure to make any such notation, however, shall not limit or otherwise affect the obligations of such Borrower hereunder or under such Note.

      6. Payments . All borrowings, payments and repayments shall be made upon a day on which the Bank is open for business at its offices in New York, New York, and, with respect to a Loan bearing interest at the LIBOR Rate, which is also a day on which the London branch of the Bank is open for business for dealings in the interbank dollar market (as applicable, each, respectively a "Business Day". If any payment of principal or interest in respect of a Loan or any other amount due in respect of the Facility or the Facility Documents becomes due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in computing interest in connection with such payment. All payments shall be applied by the Lender first to interest and other charges then accrued under this Agreement and then to principal of the Loan under this Agreement.

      All payments to the Bank hereunder shall be made by wire transfer to the Bank as follows: Account No: 35150840049 with Federal Reserve Bank – New York for account Intesa Sanpaolo S.p.A. - New York Branch, ABA # 026005319 Ref.: Fuel System Solutions or Impco Technologies (as appropriate), in lawful money of the United States of America and in immediately available funds or as otherwise specified by the Bank to the Borrowers from time to time.

to the stated maturity thereof, together with accrued interest on the amount prepaid to the date of prepayment, upon the receipt by the Bank of five(5) Business Days' irrevocable prior written notice from the relevant Borrower. Such Borrower shall, on the date of any prepayment (regardless of the reason for such prepayment and including a prepayment of any Loan upon the acceleration thereof by the Bank following an Event of Default), indemnify and compensate the Bank for any and all losses, costs, expenses, damages, fees and other disbursements incurred or paid by the Bank resulting from or attributable to costs relating to the breaking of any funding arrangements of the Bank and all loss of margin with respect to the redeployment of funds. The Bank shall provide to the relevant Borrower a certificate specifying such losses, costs, expenses, damages, fees and other disbursements, which certificate shall be conclusive and binding upon such Borrower in the absence of manifest error.

      (b) Mandatory prepayments : The Borrowers shall prepay the Loans with 100% (one hundred percent) of the proceeds of the following: (a) any issuance of shares of the Parent Borrower, excluding the US 30.000.000 under the Registration Statement on Form S-3 (File No. 333-159624) filed on June 1, 2009 as amended June 16, 2009, with the Secu rity and Exchange Commission, (b) any issuance of bonds for the benefit of the Parent Borrower, (c) any sale of the assets of the Parent Borrower or its subsidiaries, not in the ordinary course of business, in excess of US $2,000,000 (Two Million United States Dollars), and (d) any loans to the Parent Borrower by its shareholders. If any prepayment required under this sub-Section 7(b) is due for a Loan which is bearing interest at the LIBOR Rate or the Cost of Funds Rate, and such prepayment falls on a day other than a date which is the last day of a LIBOR Interest Period or a Cost of Funds Interest Period, such proceeds shall be deposited into a mandatory prepayment deposit account in the Borrower’s name with the Bank until the end of such relevant interest period, at which point the account will be closed and any outstanding Loans hereunder will be reduced by the principal amount of the account. Amounts prepaid under this sub-Section 7(b) may not be re-borrowed and the Committed Amount shall be reduced accordingly.

      8. Conditions Precedent to Initial . Prior to making the initial Loan to or for the account of any Borrower hereunder, the Bank shall have received each of the following in form and substance satisfactory to the Bank:

      9. Conditions Precedent to Each Loan . In addition to the conditions precedent specified in Section 8 with respect to the initial Loan hereunder, prior to making any Loan to the Borrowers hereunder, the Bank shall be satisfied that each of the following conditions are met:

provided under the Facility Documents to the Borrowers, the Parent Borrower, the Co-Borrower and IMPCO Technologies B.V. (f/k/a IMPC Beru Holland), located at Distributieweg 9, 2645 EG DELFGAUW, The Netherlands (the “Dutch Guarantor”), and for good consideration, give the following guaranties to the Bank:

      (a) The Parent Borrower Guaranty: The Parent Borrower hereby unconditionally and irrevocably guaranties to the Bank, its successors and permitted assigns upon demand (a) the full and prompt payment of all of the Co-Borrower’s undertakings and obligations under the Facility Documents, whether due or to become due, secured or unsecured, joint or several; (b) the performance of all of the Co-Borrower’s obligations under the Facility Documents, and (c) any and all reasonable costs and expenses incurred by the Bank in enforcing these Facility Documents against the Co-Borrower and/or the Parent Borrower.

      All amounts payable by the Parent Borrower hereunder shall be paid in full in the currency in which the underlying obligation is denominated, free and clear of any deduction or withholding of any nature whatsoever. If the Parent Borrower is required by law to withhold any amounts, the Parent Borrower hereby agrees to pay such additional amounts as may be necessary to cause the actual amount received by the Bank to equal the amount which would have been received if the withholding were not required, provided the Bank shall take all actions reasonably required for Parent Borrower to receive a refund of such amount withheld. This guaranty by the Parent Borrower is a guaranty of payment and performance and not of collection. The Parent Borrower hereby agrees that the obligations of the Parent Borrower hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Agreement or any transaction hereunder; the absence of any action to enforce the same; any waiver or consent by the Bank concerning any provisions hereof the rendering of any judgment against or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. The Parent Borrower hereby waives diligence, presentment, protest, notice of protest, acceleration, and dishonor and all demands whatsoever, except as noted herein. The Bank shall not be obligated, as a condition precedent to performance hereunder to file any claim relating to the obligations owing to it if the Co-Borrower becomes subject to a bankruptcy, reorganization, or similar proceeding and the failure of the Bank to file a claim shall not affect the Parent Borrower’s obligations hereunder. If any payment to the Bank on account of any obligation must be returned for any reason whatsoever, the Parent Borrower shall remain liable hereunder for such obligation as if such payment had not been made.

(b) The Co-Borrower Guaranty: The Co-Borrower hereby

unconditionally and irrevocably guaranties to the Bank, its successors and permitted assigns upon demand (a) the full and prompt payment of all of the Parent Borrower’s undertakings and obligations under the Facility Documents, whether due or to become due, secured or unsecured, joint or several; (b) the performance of all of the Parent Borrower’s obligations under the Facility Documents, and (c) any and all reasonable costs and expenses incurred by the

Bank in enforcing these Facility Documents against the Parent Borrower and/or the Co-Borrower.

      All amounts payable by the Co-Borrower hereunder shall be paid in full in the currency in which the underlying obligation is denominated, free and clear of any deduction or withholding of any nature whatsoever. If the Co-Borrower is required by law to withhold any amounts, the Co-Borrower hereby agrees to pay such additional amounts as may be necessary to cause the actual amount received by the Bank to equal the amount which would have been received if the withholding were not required, provided the Bank shall take all actions reasonably required for Co-Borrower to receive a refund of such amount withheld. This guaranty by the Co-Borrower is a guaranty of payment and performance and not of collection. The Co-Borrower hereby agrees that the obligations of the Co-Borrower hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Agreement or any transaction hereunder; the absence of any action to enforce the same; any waiver or consent by the Bank concerning any provisions hereof the rendering of any judgment against or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. The Co-Borrower hereby waives diligence, presentment, protest, notice of protest, acceleration, and dishonor and all demands whatsoever, except as noted herein. The Bank shall not be obligated, as a condition precedent to performance hereunder to file any claim relating to the obligations owing to it if the Parent Borrower becomes subject to a bankruptcy, reorganization, or similar proceeding and the failure of the Bank to file a claim shall not affect the Co-Borrower’s obligations hereunder. If any payment to the Bank on account of any obligation must be returned for any reason whatsoever, the Co-Borrower shall remain liable hereunder for such obligation as if such payment had not been made.

      (c) The Dutch Guaranty: The Dutch Guarantor hereby unconditionally and irrevocably guaranties to the Bank, its successors and permitted assigns upon demand (a) the full and prompt payment of all of the Borrowers’ undertakings and obligations under the Facility Documents, whether due or to become due, secured or unsecured, joint or several; (b) the performance of all of the Borrowers’ obligations under the Facility Documents, and (c) any and all reasonable costs and expenses incurred by the Bank in enforcing these Facility Documents against the Borrowers or the Dutch Guarantor (which, with respect to the Dutch Guarantor) shall be limited to this Section 10(c).

      All amounts payable by the Dutch Guarantor