ex10_1.htm


Exhibit 10.1


 





New York Branch,


One William Street


New York, NY 10004


 


SECOND AMENDMENT TO AGREEMENT


 


SECOND AMENDMENT dated as of April 30, 2015 (this “Amendment”) to the committed credit facility agreement, referred to below, by and between Fuel Systems Solutions, Inc. and Impco Technologies, Inc. (as “Parent Borrower” and “Co-Borrower” respectively and together as “Borrowers”) and Impco Technologies B.V. (as “Dutch Guarantor”) and Intesa Sanpaolo S.p.A., New York Branch (the “Bank” and together with the Borrowers, the “Parties”).


 


WHEREAS, (i) the Borrowers, the Dutch Guarantor and the Bank entered into a committed credit facility dated July 10, 2009, as amended by that certain First Amendment to Agreement dated as of April 30, 2014 (collectively, the “Agreement”), and the Parent Borrower executed the relevant promissory note appended to the Agreement (the “Note”); and (ii) on April 12, 2011, the Parties entered into a Master Reimbursement Agreement (the “MRA”) to make standby letters of credit of the duration of up to one year available to the Borrowers pursuant to the Agreement;


 


WHEREAS, the parties hereto wish to amend the Agreement and the MRA as set forth herein; and,


 


NOW THEREFORE, the parties hereto agree as follows:


 


Definitions; References.  Unless otherwise specifically defined herein, each term used herein which is defined in the Agreement shall have the meaning assigned to such term in the Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Agreement shall from and after the date hereof refer to the Agreement as amended hereby.


 


Amendments to Agreement.  The Agreement and the MRA shall be amended as follows:


 



	
  

	
1.

	
The Committed Amount shall be increased from US$20,000,000 to US$30,000,000 and the definition contained in Section 1 of the Agreement and the preamble of the MRA shall be amended accordingly. Consequently the Note shall be cancelled and returned to the Parent Borrower and a new promissory note in the form of Exhibit A shall be executed.







 



	
  

	
2.

	
The Stated Maturity Date shall be extended to April 29, 2016 and Section 1, Paragraph 4 of the Agreement shall be amended accordingly.







 


Representations.  The Borrower hereby represents and warrants that (i) its representations and warranties set forth in Section 11 of the Agreement will be true on the date of, and immediately after giving effect to, this Amendment and (ii) no Events of Default set forth in Section 14 of the Agreement shall have occurred and be continuing on such date.


 


Scope.  Except as expressly amended hereby, the Agreement remains in full force and effect.


 


Counterparts; Effectiveness.  This Amendment (i) may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. and (ii) shall become effective as of the date hereof when the Bank shall have received from the Borrower a counterpart hereof signed by the Borrower or other written confirmation (in form satisfactory to the Bank) that the Borrower has signed a counterpart hereof.


 





	
Fuel Systems Solutions, Inc.

	
Second Amendment to Agreement

	1








  











  






 


GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF.


 


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.


 


 




	
INTESA SANPAOLO S.P.A.,


NEW YORK BRANCH

	 	
FUEL SYSTEMS SOLUTIONS , INC., as Parent Borrower

	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	By:	/s/ Manuela Insana	 	
By:

	/s/ Pietro Bersani	 
	 	Name: Manuela Insana 

Title: VP & RM

	 	 	
Name: Pietro Bersani


Title: CFO

	 





 


 





	By:	/s/ Francesco Di Mario	 	 	 	 
	 	Name: Francesco Di Mario

Title: FVP & Head of Credit

	 	
IMPCO TECHNOLOGIES, INC., as Co-Borrower

	 





 



 




	 	 	 	
By:

	/s/ Pietro Bersani	 
	 	 	 	 	
Name: Pietro Bersani


Title: Director

	 





 






 


 



 




	 	 	
IMPCO TECHNOLOGIES B.V., as Dutch Guarantor

	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	
By:

	/s/ Mariano Costamagna        	 
	 	 	 	 	Name: Mariano Costamagna

Title: Director

	 





 















	
Fuel Systems Solutions, Inc.

	
Second Amendment to Agreement

	2








  











  






 


Exhibit A


 


Master Short-Term Note


 



	Up to US$30,000,000	Date of Issue:  [_________]         





                                                                                                


MASTER SHORT-TERM NOTE


 


For value received, the undersigned (the "Borrower"), HEREBY PROMISES TO PAY to the order of Intesa Sanpaolo S.p.A., New York Branch ("Intesa Sanpaolo") the aggregate unpaid principal amount of the Loans made to the Borrower pursuant to the Agreement (as defined below) together with interest computed as set forth in the Agreement (as defined below) on the maturity date for each Loan pursuant to the Committed Credit Facility dated as of [___________](the “Agreement”), as amended from time to time, by and between the Borrower and Intesa Sanpaolo.  Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement


 


Each Loan advanced to the Borrower, and each payment made by Intesa Sanpaolo on account of principal hereof, shall be recorded and confirmed by Intesa Sanpaolo in its books and records. The interest rate applicable to each Loan will be shown in the Confirmation issued with respect to each Loan. Both principal and interest of any Loan are payable in lawful money of the United States of America to the account of Intesa Sanpaolo’s New York Branch No. 026005319 at Federal Reserve Bank, New York, New York in immediately available funds. In the event the Borrower does not repay the loan at maturity, Borrower authorizes Intesa Sanpaolo to charge Borrower’s accounts with Intesa Sanpaolo for any amounts due hereunder, as provided in the Agreement.


 


This Master Short-Term Note is the Note referred to in the Agreement and is entitled to the benefits thereof. The Borrower hereby waives presentment, demand, notice, protest and all other demands or notices (except such notice as required by the Agreement) in connection with the delivery, acceptance, performance, default or enforcement of this Master Short-Term Note. The Borrower agrees to pay on demand all reasonable costs and expenses, including attorneys’ costs and fees, incurred or paid by the Bank in connection with the enforcement of the Master Short-Term Note.


 


THIS MASTER SHORT-TERM NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


 




	 	 	
[BORROWER]

	 
	 	 	 	 	 
	(a)	 	
By: ________DO NOT SIGN _______________

	 
	 	 	 	 	 
	 	 	Name: 	 
	 	 	Title:	 
	 	 	 	 	 







 


          



	 	 	 	 	 
	(b)	 	
By: ________DO NOT SIGN _______________

	 
	 	 	 	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 	 







 




	
Fuel Systems Solutions, Inc.

	
Second Amendment to Agreement

	1