Exhibit
      10.1

     

    FIFTH
      AMENDMENT TO

    LOAN
      AND SECURITY AGREEMENT

     

    This
      FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”),
      dated
      August 2, 2006, by and among LASALLE BUSINESS CREDIT, LLC, a Delaware limited
      liability company (“LaSalle”),
      with
      its principal office at 135 South LaSalle Street, Chicago, Illinois 60603,
      the
      financial institutions that, from time to time, become a party to the Loan
      Agreement (hereinafter defined) (such financial institutions, collectively,
      the
“Lenders”
and
      each individually, a “Lender”),
      LaSalle as agent for the Lenders (in such capacity, the “Agent”),
      and
      IMPCO TECHNOLOGIES, INC., a Delaware corporation, with its principal office
      at
      3030 South Susan Street, Santa Ana, California 92704 (the “Borrower”).

     

    WHEREAS,
      the Borrower and LaSalle as a Lender and the Agent, are parties to a Loan and
      Security Agreement dated as of July 18, 2003 (as amended, restated,
      supplemented, or otherwise modified from time to time, the “Loan
      Agreement”),
      pursuant to which the Lenders have agreed, upon satisfaction of certain
      conditions, to make Revolving Advances and other financial accommodations to
      the
      Borrower in the aggregate principal amount not to exceed
      $9,000,000;

     

    WHEREAS,
      the Borrower desires to reorganize the corporate structure of the Borrower
      into
      a holding company structure, pursuant to which (i) the Borrower will form a
      wholly-owned subsidiary to be known as “FUEL SYSTEMS SOLUTIONS, INC.,” a
      Delaware corporation (“Fuel
      Systems”),
      to be
      the sole parent of the Borrower immediately following such reorganization,
      (ii)
      the Borrower will be merged with and into IMPCO Merger Sub, Inc., a Delaware
      corporation to be formed by Fuel Systems for the sole purpose of effecting
      such
      reorganization (“Merger
      Sub”),
      with
      the Borrower remaining as the surviving entity to be governed by the Certificate
      of Incorporation and Bylaws of Merger Sub, substantially as in effect
      immediately prior to such reorganization, pursuant to an agreement and plan
      of
      reorganization, and (iii) the stockholders of the Borrower will exchange all
      of
      their shares of the Borrower for shares of Fuel Systems on a one-for-two
      exchange basis upon the effective time of such reorganization (the transactions
      contemplated by this clause, collectively, the “Reorganization”);

    
       

      WHEREAS,
        as part of the formation of Fuel Systems and prior to the Reorganization,
        the
        Borrower shall contribute all of its interest and rights in and to the issued
        and outstanding common stock of BRC, S.r.l., an Italian limited liability
        company and a wholly-owned subsidiary of the Borrower (“BRC”),
        to
        and for the benefit of Fuel Systems (the “Contribution”),
        such
        that BRC will become a wholly-owned subsidiary of Fuel Systems;

       

      WHEREAS,
        the Reorganization will not be effective until such time and date as a
        Certificate of Merger is filed with the Delaware Secretary of State (the
        “Effective
        Time”);
        

       

      WHEREAS,
        the Borrower has advised the Lenders and the Agent that it is not in compliance
        with the Loan Agreement (hereinafter “Financial
        Covenant Non-Compliance”):
        due
        to a failure to achieve the U.S. Minimum Pre-Tax Income as otherwise required
        in
Paragraph
        14(x)(v)
        for the
        fiscal quarter ending June 30, 2006; and

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      WHEREAS,
        the Borrower has requested that the Lenders and the Agent agree to permitting
        the Borrower to effect the Reorganization and the Contribution, to waive
        the
        Financial Covenant Non-Compliance and for certain other agreements and consents
        in connection therewith, all as particularly set forth on the terms and
        conditions below.

       

      All
        capitalized terms used but not otherwise defined herein shall have the
        respective meanings ascribed to such terms in the Loan Agreement unless the
        context requires otherwise.

       

      NOW
        THEREFORE, the parties hereto agree as follows:

       

      1.  Section
        13(s)
        of the
        Loan Agreement is hereby amended to permit the Reorganization and the
        Contribution, whereby, among the other transactions contemplated above, Fuel
        Systems shall become the owner of 100% of the issued and outstanding stock
        of
        each of the Borrower and BRC, and Schedule 13(s) to the Loan Agreement is
        hereby amended, effective upon the Effective Time, to reflect that Fuel Systems
        will be the Parent of the Borrower following the Effective Time of the
        Reorganization.

       

      2.  Section
        14(i) of the Loan Agreement is hereby amended to permit the Reorganization
        and the Contribution, whereby, among the other transactions contemplated
        above,
        Fuel Systems shall become the owner of 100% of the issued and outstanding
        stock
        of each of the Borrower and BRC.

       

      3.  Section
        14(l) of the Loan Agreement is hereby amended to permit the organizational
        documents of the Borrower to be the same as the organizational documents
        of
        Merger Sub immediately prior to the Reorganization, except that Article First
        of
        the Certificate of Incorporation of Merger Sub shall be amended to read “Article
        First: The name of the corporation is IMPCO Technologies, Inc.”

       

      4.  Section
        14(m) of the Loan Agreement, which otherwise prohibits any transactions with
        its Affiliates except in the ordinary course of business, is hereby amended
        to
        permit the Reorganization, including the transfer of the Borrower’s issued and
        outstanding stock to Fuel Systems, the merger of the Borrower with and into
        Merger Sub and the execution of an agreement and plan of reorganization in
        furtherance thereof, and the Contribution.

       

      5.  Section
        14(v) of the Loan Agreement is hereby amended and restated to read in its
        entirety as follows, to be effective upon the Effective Time:

       

      “The
        Borrower’s common stock shall at all times be owned by Fuel Systems and the
        common stock of Fuel Systems shall at all times be listed on the NASDAQ Global
        Market.”

      


      6.  No
        Change of Control.
        Neither
        the Reorganization nor the Contribution, individually or in the aggregate,
        shall
        be deemed a Change of Control, a Default and/or an Event of Default under
        the
        Loan Agreement or the Other Agreements.

       

      
        
          
          

        

        
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      7.  Limited
        Waiver and Reset of Covenant.

       

      (a)  Effective
        as of the Effective Date, the Lenders and the Agent hereby waive the Financial
        Covenant Non-Compliance.

       

      (b)  The
        waiver granted herein is a one-time waiver, given solely for the specific
        covenants and specific time periods set forth herein. Nothing contained in
        this
        Amendment constitutes a waiver by the Lenders or the Agent of any other term
        or
        provision of the Loan Agreement or the Other Agreements, whether or not the
        Lenders or the Agent have any knowledge thereof, nor may anything contained
        in
        this Amendment be deemed a waiver by the Lenders or the Agent of any
        non-compliance with the terms or provisions of the Loan Agreement or the
        Other
        Agreements that may occur after the date of this Amendment. 

       

      (c)  Paragraph
        14(x)(v)
        of the
        Loan Agreement is hereby amended and restated in its entirety to read as
        follows:

       

      “(v) U.S.
        Minimum Pre-Tax Income.
        Borrower shall maintain and cause the U.S. Consolidated Group to maintain,
        as of
        the end of each fiscal period set forth below, Pre-Tax Income of not less
        than
        the respective amount set forth below opposite each such fiscal
        period: 

      

        
          	
                  Fiscal
                    Period

                	 	
                  Minimum
                    Pre-Tax Income

                	 
	 	 	 	 
	
                  Four
                    consecutive fiscal quarters ending at end of FQ2 2006

                	 	 	
                  ($2,794,000

                	
                  )

                
	 	 	 	 	 
	
                  Four
                    consecutive fiscal quarters ending at end of FQ3 2006

                	 	 	
                  ($3,497,000

                	
                  )

                
	 	 	 	 	 
	
                  Four
                    consecutive fiscal quarters

                  ending
                    at end of FQ4 2006

                	 	 	
                  ($1,437,000

                	
                  )

                


        

      

       

      
        The
          Minimum Pre-Tax Income Covenant for the fiscal quarters after the end of
          the FQ4
          2006 fiscal quarter will be set by Agent in this discretion, reasonably
          exercised, on written notice by Agent to Borrower, based on Borrower's
          2007
          Projections which is otherwise required to be delivered to Agent in 2006
          pursuant to Section 11(f) of the Loan Agreement. So
          long
          as no Event of Default has occurred and is continuing and Borrower’s average
          Excess Availability is $2,500,000 or greater during a fiscal quarter, neither
          the Minimum Pre-Tax Income nor the U.S. Consolidated Group minimum Tangible
          Net
          Worth (Section 14(x)(i) of the Loan Agreement) covenants will be measured
          for
          that fiscal quarter. 

         

        
          
            
            

          

          
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      8.  Borrowing
        Base Certificate.
        Subject
        to the conditions in the immediately following sentence, Section 11(a) of
        the
        Loan Agreement is hereby modified to change the frequency of delivery to
        Agent
        of the Borrowing Base Certificate from Tuesday of each week, calculated as
        of
        the last day of the immediately preceding Week to no later than the fifteenth
        day of each calendar month calculated as of the last day of the immediately
        preceding calendar month. The foregoing change in the frequency of delivery
        of
        the Borrowing Base Certificate shall only be effective so long as no Event
        of
        Default has occurred and is continuing and, for the then immediately preceding
        calendar month, (a) Borrower’s average Excess Availability was $2,500,000 or
        greater and (b) Borrower’s Excess Availability was not less than $2,500,000
        during five or more consecutive Business Days.

       

      9.  Loan
        Agreement Remains Effective. The amendments herein relate specifically to
        the terms herein, are limited to the specific facts set forth above and are
        not
        an amendment of, or consent to a violation of, any other term, condition
        or
        obligation of the Loan Agreement. Except as specifically amended by the terms
        herein, the Loan Agreement remains in full force and effect.

       

      10.  Amendment
        Fee. In consideration for the accommodations granted by the Agent and the
        Lenders herein and in addition to all other fees and costs, the Borrower
        hereby
        agrees to pay to the Agent a nonrefundable fee equal to Five Thousand Dollars
        ($5,000), which fee will be fully earned, due, and payable as of the date
        of
        this Amendment (the “Amendment
        Fee”).

       

      11.  Conditions
        to Effectiveness of Amendment and Waiver. The effectiveness of the
        amendments, consent, and waiver contained in this Amendment, is subject to
        the
        fulfillment (to the satisfaction of the Agent and the Lenders) of the following
        conditions precedent (the date upon which conditions are satisfied to the
        satisfaction of the Agent and the Lenders, the “Effective
        Date”):

       

      (a)  Each
        of
        the Borrower and the Agent has executed this Amendment and the same has been
        delivered to the Agent;

       

      (b)  The
        Borrower has executed and delivered to the Agent all agreements, instruments,
        and documents reasonably requested by the Agent in connection with this
        Amendment.

       

      (c)  The
        Borrower has paid the Amendment Fee to the Agent.

       

      12.  Acknowledgments
        and Confirmations.
        The
        Borrower, the Lenders, and the Agent hereby acknowledge and confirm that
        as of
        the date hereof: (i) all references in the Loan Agreement to “this Agreement”
will be deemed to refer to the Loan Agreement, as amended by this Amendment;
        and
        (ii) all references in each of the Other Agreements to the “Loan Agreement” will
        be deemed to refer to the Loan Agreement, as amended by this
        Amendment.

       

      
        
          
          

        

        
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      13.  Representations
        and Warranties. The Borrower hereby represents and warrants to the Lenders
        and the Agent, that:

       

      (a)  Each
        of
        the representations and warranties set forth in Paragraph
        13
        of the
        Loan Agreement is true in all material respects as of the date hereof, except
        for changes in the ordinary course of business, that, either singly or in
        the
        aggregate, are not materially adverse to the business or financial condition
        of
        the Borrower or to the Collateral.

       

      (b)  As
        of the
        date hereof, after giving effect to the terms of this Amendment, there exists
        no
        Default or Event of Default.

       

      (c)  The
        Borrower has the power to execute, deliver, and perform this Amendment and
        all
        agreements, instruments, and documents executed in connection herewith (this
        Amendment and such other agreements, instruments, are documents are sometimes
        hereinafter referred to collectively as the “Amendment
        Documents”).
        The
        Borrower has taken all necessary action to authorize the execution, delivery,
        and performance of this Amendment and the other Amendment Documents. No consent
        or approval of any entity or Person (including without limitation, any
        shareholder of the Borrower), no consent or approval of any landlord or
        mortgagee, no waiver of any Lien or right of distraint or other similar right,
        and no consent, license, approval, authorization, or declaration of any
        governmental authority, bureau, or agency is required in connection with
        the
        execution, delivery, or performance by the Borrower, or the validity or
        enforcement, of this Amendment or the other Amendment Documents.

       

      (d)  The
        execution and delivery by the Borrower of this Amendment and the other Amendment
        Documents and performance by it hereunder and thereunder, will not violate
        any
        provision of law and will not conflict with or result in a breach of any
        order,
        writ, injunction, ordinance, resolution, decree, or other similar document
        or
        instrument of any court or governmental authority, bureau, or agency, domestic
        or foreign, or the certificate of incorporation or by-laws of the Borrower,
        or
        create (with or without the giving of notice or lapse of time, or both) a
        default under or breach of any agreement, bond, note, or indenture to which
        the
        Borrower is a party, or by which it is bound or any of its properties or
        assets
        is affected (including without limitation, the Subordinated Debt Documents),
        or
        result in the imposition of any Lien of any nature whatsoever upon any of
        the
        properties or assets owned by or used in connection with the business of
        the
        Borrower, other than the Liens contemplated by this Amendment.

       

      (e)  This
        Amendment and the other Amendment Documents have been duly executed and
        delivered by the Borrower and constitute the valid and legally binding
        obligation of the Borrower, enforceable in accordance with their respective
        terms.

       

      14.  Effectiveness
        of Amendment and Waiver.
        The
        amendments, consent, and waiver contained in this Amendment shall be effective
        as of the date hereof, subject to the fulfillment (to the satisfaction of
        the
        Agent and the Lenders) of all legal matters incident to this Amendment
        reasonably satisfactory to the Lenders, the Agent, and their
        counsel.

       

      
        
          
          

        

        
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      15.  Covenants
        of the Borrower. Following the Effective Time of the Reorganization, the
        Borrower agrees and covenants as follows (to the satisfaction of the Agent
        and
        the Lenders):

       

      (a)  The
        Borrower will execute and deliver to the Agent all agreements, instruments,
        and
        documents reasonably requested by the Agent in connection with this
        Amendment.

       

      (b)  The
        Borrower will deliver to the Agent evidence that Fuel Systems is the owner
        of
        100% of the capital stock of the Borrower and that Fuel Systems’ stock is listed
        on NASDAQ.

       

      16.  Further
        Assurances.
        The
        Borrower agrees that it will, from time to time, execute and/or deliver all
        agreements, instruments, and documents and do and perform all actions and
        things
        (all at the Borrower’s sole expense) as the Agent may reasonably request to
        carry out the intent and terms of this Amendment.

       

      17.  Miscellaneous.

       

      (a)  The
        Borrower’s breach of any of its covenants contained in this Amendment will
        constitute an Event of Default.

       

      (b)  Nothing
        contained in this Amendment imposes an obligation on the Lenders or the Agent
        to
        further amend the Loan Agreement or waive compliance with any other
        provision.

       

      (c)  Except
        as
        set forth in this Amendment, none of the Lenders nor the Agent waive any
        breach
        of, or Default or Event of Default under, the Loan Agreement, nor any right
        or
        remedy the Lenders or the Agent may have under the Loan Agreements, the Other
        Agreements, or applicable law, all of which rights and remedies are expressly
        reserved.

       

      (d)  Except
        as
        specifically amended in this Amendment, the Loan Agreement and the Other
        Agreements remain in full force and effect in accordance with their respective
        terms.

       

      (e)  No
        modification or waiver of or with respect to any provision of this Amendment
        and
        all other agreements, instruments, and documents delivered pursuant hereto
        or
        referred to herein, nor consent to any departure by any party hereto or thereto
        from any of the terms or conditions hereof or thereof, will in any event
        be
        effective, unless it is in writing and signed by each party hereto, and then
        such waiver or consent will be effective only in the specific instance and
        for
        the purpose for which given.

       

      (f)  This
        Amendment, together with all of the other agreements, instruments, and documents
        referred to herein, embodies the entire agreement and understanding among
        the
        parties hereto with respect to the subject matter hereof and thereof and
        supersedes all prior agreements and understandings relating to the subject
        matter hereof.

       

      (g)  Without
        in any way limiting Paragraph
        14(r)
        of the
        Loan Agreement, the Borrower shall pay all of the Lenders’ and the Agent’s fees,
        costs, and expenses incurred in connection with this Amendment and the
        transactions contemplated hereby, including without limitation, the Lenders’ and
        the Agent’s legal fees and expenses incurred in connection with the preparation,
        negotiation, consummation, and, if required, the enforcement, of this Amendment
        and the other Amendment Documents.

       

      
        
          
          

        

        
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      (h)  This
        Amendment may be signed in any number of counterparts with the same effect
        as if
        the signatures thereto and hereto were upon the same instrument.

       

      (i)  EACH
        OF
        THE PARTIES TO THIS AMENDMENT HEREBY WAIVE ALL RIGHTS TO TRIAL BY JURY IN
        ANY
        ACTION OR PROCEEDING THAT PERTAINS DIRECTLY OR INDIRECTLY TO THIS AMENDMENT,
        ANY
        OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS
        CONDUCT OF THE BORROWER, THE AGENT, OR THE LENDERS OR THAT, IN ANY WAY, DIRECTLY
        OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG THE BORROWER,
        THE AGENT, AND/OR THE LENDERS. IN NO EVENT WILL THE AGENT OR ANY LENDER BE
        LIABLE FOR LOST PROFITS OR OTHER SPECIAL OR CONSEQUENTIAL DAMAGES.

       

      (j)  This
        Amendment is governed by and must be construed in accordance with the applicable
        law pertaining in the State of New York, other than those conflict of law
        provisions that would defer to the substantive laws of another
        jurisdiction.

       

      (k) The
        parties to this Amendment prefer that any dispute between or among them be
        resolved in litigation subject to a jury trial waiver as set forth above.
        If a
        pre-dispute jury trial waiver of the type provided for above is unenforceable
        in
        litigation to resolve any dispute, claim, cause of action or controversy
        under
        this Amendment, the Loan Agreement or any of the Other Agreements (each,
        a
“Claim”)
        in the
        venue where the Claim is being brought pursuant to the terms of this Amendment,
        then, upon the written request of any party, such Claim, including any and
        all
        questions of law or fact relating thereto, shall be determined exclusively
        by a
        judicial reference proceeding. Except as otherwise provided in this Section
        17
        above, venue for any such reference proceeding shall be in the state or federal
        court in the County or District where venue is appropriate under applicable
        law
        (the “Court”).
        The
        parties shall select a single neutral referee, who shall be a retired state
        or
        federal judge. If the parties cannot agree upon a referee within 15 days,
        the
        Court shall appoint the referee. The referee shall report a statement of
        decision to the Court. Notwithstanding the foregoing, nothing in this paragraph
        shall limit the right of Agent or Lenders to exercise self-help remedies,
        foreclose against collateral or obtain provisional remedies (including without
        limitation, requests for temporary restraining orders, preliminary injunctions,
        writs of possession, writs of attachment, appointment of a receiver, or any
        orders that a court may issue to preserve the status quo, to prevent irreparable
        injury or to allow a party to enforce its liens and security interests).
        The
        parties shall bear the fees and expenses of the referee equally unless the
        referee orders otherwise. The referee also shall determine all issues relating
        to the applicability, interpretation, and enforceability of this Section
        17(k).
        The parties acknowledge that any Claim determined by reference pursuant to
        this
        Section 17(k) shall not be adjudicated by a jury.

       

      [Remainder
        of Page Intentionally Left Blank]

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF,
        the
        parties hereto have duly executed this Amendment as of the date first above
        set
        forth.

      
        	 	 	 
	 	
                LASALLE
                  BUSINESS CREDIT, LLC, 

                as
                  a
                  Lender and as Agent

              
	 
 	 
 	 
 
	 	By:  	/s/ Darren
                Hirata
	 	Name:  	
                
Darren
                Hirata
	 	Title:	Vice
                President


      

       

      
        	 	 	 
	 	
                IMPCO
                  TECHNOLOGIES, INC.,

                as Borrower

              
	 
 	 
 	 
 
	 	By:  	/s/ Thomas
                M.
                Costales
	 	Name:  	
                
Thomas
                M. Costales
	 	Title:	Chief
                Financial Officer


      

       

       

      
        
          
          

        

        
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