Exhibit
      10.2

     

    FIRST
      AMENDMENT TO

    LOAN
      AGREEMENT

     

    This
      FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated August 2, 2006, by
      and among M.T.M. Societá a Responsabilitá Limitata, an Italian limited liability
      company (“MTM” or “Lender”),
      with
      its principal office at Morra 1, Cherasco, Italy, and IMPCO TECHNOLOGIES, INC.,
      a Delaware corporation, with its principal office at 3030 South Susan Street,
      Santa Ana, California 92704 (“Borrower”).

     

    WHEREAS,
      Borrower and MTM as Lender are parties to a Loan Agreement dated as of December
      23, 2004 (as amended, restated, supplemented, or otherwise modified from time
      to
      time, the “Loan Agreement”), pursuant to which Lender has agreed, upon
      satisfaction of certain conditions, to make a loan to Borrower in the amount
      of
      $22,000,000;

     

    WHEREAS,
      Borrower desires to reorganize the corporate structure of Borrower into a
      holding company structure, pursuant to which (i) Borrower has formed a
      wholly-owned subsidiary known as “FUEL SYSTEMS SOLUTIONS, INC.,” a Delaware
      corporation (“Fuel Systems”), to be the sole parent of Borrower immediately
      following such reorganization, (ii) Borrower will be merged with and into IMPCO
      Merger Sub, Inc., a Delaware corporation heretofore formed by Fuel Systems
      for
      the sole purpose of effecting such reorganization (“Merger Sub”), with 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 Borrower will exchange all of
      their shares of Borrower for shares of Fuel Systems on a two-for-one 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,
      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 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,
      Section 8.5 of the Loan Agreement provides that the
      Loan
      Agreement is made expressly for the sole benefit of Borrower and for the
      protection of Lender and its successors and assigns and that the rights of
      Borrower under the Loan Agreement shall not be assignable by operation of law
      or
      otherwise (including without limitation to Fuel Systems as part of the
      Reorganization), without the prior written consent of Lender, which consent
      may
      not be unreasonably withheld or conditioned;

     

    WHEREAS,
      Borrower relocated its place of business to that certain real property commonly
      known by the street address of 3030 South Susan Street, Santa Ana located in
      the
      County of Orange, State of California (the
      “Location
      of Borrower”), on
      April
      17, 2006; 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      WHEREAS,
        in connection with Borrower's relocation of its business to the Location
        of
        Borrower, Borrower anticipates making or committing to making expenditures
        for
        fixed assets or other capital expenditures (the “Capital Expenditures”) in the
        aggregate in excess of $5,000,000 for Borrower's fiscal year ending December
        31,
        2006; and

       

      WHEREAS,
        Borrower has requested that Lender agree to permitting Borrower to effect
        the
        Reorganization and the Contribution, and Borrower hereby requests that Lender
        acknowledge receipt of notice of Borrower's relocation of its business to
        the
        Location of Borrower and, in connection therewith, hereby requests that Lender
        agree to permitting Borrower to make and commit to make the Capital
        Expenditures, and for certain other 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
        6.3
        of the
        Loan Agreement is hereby amended to permit the Contribution and the transactions
        related thereto, whereby, among the other transactions contemplated above,
        Fuel
        Systems shall become the owner of 100% of the issued and outstanding stock
        of
        BRC.

       

      2.  Section
        6.4 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 Borrower and BRC. 

       

      3.  Section
        6.5 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 Borrower and BRC.

       

      4.  Section
        6.8 of the Loan Agreement is hereby amended to permit Borrower to make or
        commit to make expenditures for fixed assets or other capital expenditures
        which
        in the aggregate are not in excess of $5,000,000 for Borrower's fiscal year
        ending December 31, 2006 and $3,000,000 per fiscal year thereafter.

       

      5.  Section
        8.2 of the Loan Agreement, solely as it applies to the notice address of
        Borrower, is hereby amended, effective as of April 17, 2006, to reflect
        Borrower's relocation to the Location of Borrower on April 17, 2006 as stated
        in
        the recitals hereof and shall read in its entirety as follows:

       

      Borrower:

      IMPCO
        Technologies, Inc.

      3030
        South Susan Street

      Santa
        Ana, CA 92704

      Attn:
        Chief Executive Officer

       

      
        
          
          

        

        
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      With
        a copy to:

      Kirkland
        & Ellis LLP

      777
        S.Figueroa Street

      Los
        Angeles, CA 90017

      


      Telecopier:
        (213) 680-8500

      Attn:
        Eva
        H. Davis

      


      6.  Loan
        Agreement Amended by this Amendment.
        The
        amendments herein relate specifically to the Reorganization, the Contribution
        and/or the Location of Borrower, 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.

       

      7.  Acknowledgments
        and Confirmations. Borrower and Lender 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.

       

      8.  Representations
        and Warranties. Borrower hereby represents and warrants to Lender
        that:

       

      (a)  Each
        of
        the representations and warranties set forth in Article
        4
        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
        Borrower.

       

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

       

      (c)  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”). 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
        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 Borrower, or the validity or enforcement, of this Amendment or the other
        Amendment Documents.

       

      (d)  The
        execution and delivery by 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 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
        Borrower is a party, or by which it is bound or any of its properties or
        assets
        is affected, 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 Borrower, other than the liens contemplated by this
        Amendment.

       

      
        
          
          

        

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

       

      9.  Effectiveness
        of Amendment and Waiver.
        The
        amendments, consent, and waiver contained in this Amendment shall be effective
        as of the date hereof.

       

      10.  Further
        Assurances. 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 Borrower’s sole expense) as Lender may reasonably
        request to carry out the intent and terms of this Amendment.

       

      11.  Miscellaneous.

       

      (a)  Except
        as
        set forth in this Amendment, Lender does not waive any breach of, or Default
        under, the Loan Agreement, nor any right or remedy Lender may have under
        the
        Loan Agreement, the Loan Documents, or applicable law, all of which rights
        and
        remedies are expressly reserved.

       

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

       

      (c)  Any
        amendment or waiver of, or consent to any departure by Borrower from any
        provision of, this Amendment shall be in writing signed by each party to
        be
        bound thereby, and shall be effective only in the specific instance and for
        the
        specific purpose for which given.

       

      (d)  This
        Amendment (including the other documents and instruments referred to herein)
        constitutes the entire agreement, and supersedes all prior agreements and
        understandings, both written and oral, among the parties with respect to
        the
        subject matter of this Amendment.

       

      (e)  This
        Amendment may be signed in any number of counterparts, each of which shall
        be an
        original, with the same effect as if the signatures to such counterparts
        were
        upon the same instrument.

       

      (f)  This
        Amendment shall be governed by, and construed in accordance with, the laws
        of
        the State of California, without reference to the laws that might otherwise
        govern under applicable principles of conflict of laws thereof; provided,
        however, that matters respecting the corporate acts, existence and status
        of BRC
        and MTM shall be governed by the laws of the Republic of Italy applicable
        to
        Societi Responsibilita Limitata organized pursuant to the laws thereof; and
        provided, further, that matters respecting the corporate acts, existence
        and
        status of Borrower and/or Fuel Systems shall be governed by the Delaware
        General
        Corporation Law. The jurisdiction for any dispute arising under this Amendment
        shall be in the forum and subject to the venue of the defendant in such action,
        such that any action brought by Borrower against Lender shall be in Milan,
        Italy, and any action brought by Lender against Borrower shall be in Los
        Angeles, California, and each party hereby irrevocably consents to exclusive
        personal jurisdiction and venue in the courts so designated, which jurisdiction
        and venue shall be mandatory and not elective, and each party agrees to waive
        any claim that any such forum is inconvenient, agrees not to commence or
        prosecute any such
        action, claim or proceeding other than
        in
        the aforementioned courts, and agrees not to seek to remove such action,
        claim
        or proceeding to any other court or jurisdiction. Each party hereby consents
        to
        service of process upon the party by transmittal of process by registered
        or
        certified mail, postage prepaid and return receipt requested, at the address
        shown in Section 8.2 of the Loan Agreement (as amended hereby) or at such
        other
        address as may subsequently have been provided to the serving party in
        accordance with such Section. Service shall be deemed effective, irrespective
        of
        proof of delivery, on the fifteenth calendar day following such
        transmittal.

       

      [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.

      
        	 	 	 
	 	
                M.T.M.
                  Societá a Responsabilitá Limitata, 

                as Lender

              
	 
 	 
 	 
 
	 	By:  	/s/ Mariano
                Costamagna
	 	Name:  	
                
Mariano
                Costamagna
	 	Title: 	CEO


      

       

      
        	 	 	 
	 	
                IMPCO
                  TECHNOLOGIES, INC.,

                as Borrower

              
	 
 	 
 	 
 
	 	By:  	/s/ Thomas
                M.
                Costales
	 	Name:  	
                
Thomas
                M. Costales
	 	Title:	CFO


      

       

       

      
        
          
          

        

        
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