Financing Agreement among M.T.M. S.r.l., Banca IMI S.p.A., and Intesa Sanpaolo S.p.A. dated December 22, 2008

     The Financing Agreement (the “Agreement”), dated December 22, 2008 (the “Agreement Date”), is among M.T.M. S.r.l., a company organized under the laws of Italy (the “Borrower”), Banca IMI S.p.A., a bank organized under the laws of Italy, as lead arranger (“IMI Bank” or the “Lead Arranger”), and Intesa Sanpaolo S.p.A., a bank organized under the laws of Italy as lender and agent bank (the “Agent Bank” or “Intesa Sanpaolo”).

     As of the Agreement Date, the Borrower is a wholly-owned subsidiary of BRC S.r.l., a company organized under the laws of Italy (“BRC”), which in turn, is a wholly-owned subsidiary of Fuel Systems Solutions, Inc., a Delaware corporation (“FSYS”).

     The Intesa Sanpaolo and its successors and assigns (the “Lenders”) agree to lend to the Borrower an amount not to exceed €15,000,000 (the “Loan”) for the following purposes:

     The Loan matures six months from the Agreement Date (the “Original Maturity Date”). The Borrower has an option to extend (the “Extension Option”) the maturity date for an additional five years and six months from the Agreement Date (the “Extended Maturity Date)” provided that the Borrower gives notice of such extension to the Agent Bank between the 45th and 15th day prior to the Original Maturity Date and so long as no Significant Event, Material Adverse Event (each as defined below), breach of the Borrower’s covenants or breach of the Borrower’s representations and warranties has occurred.

     The Loan will be funded in one or more borrowings from the Agreement Date until the earlier of (i) the Original Maturity Date and (ii) June 30, 2009. Each borrowing is subject to the following conditions precedent: (i) the Borrower has delivered various documents to the Agent Bank, including organizational documents and financial statements, (ii) no Material Adverse Event, Significant Event, breach of the Borrower’s covenants or breach of the Borrower’s representations and warranties has occurred and (iii) the Agent Bank has received a disbursement request two business days prior to the date of disbursement.

     Provided that the Borrower has not exercised the Extension Option, the entire Loan will be repaid on the Original Maturity Date. If the Borrower has exercised its Extension Option, the Borrower will repay the borrowings in ten semi-annual installments beginning one year from the Agreement Date and ending on the Extended Maturity Date.

     The Borrower may prepay the Loan, in whole or in part, without penalty other than customary breakage costs upon 10 days’ prior written notice to the Lenders. Such prepayments must be in a minimum amount of €500,000 or multiples thereof.

     If Lenders representing 66% of the total amount of the Loan notify the Agent Bank that their funding costs for the Interest Period exceed the EURIBOR rate, the Agent Bank must notify the Borrower, which may repay without penalty the entire Loan upon thirty days’ notice to the Agent Bank.

     Independently of any voluntary repayment, the Borrower must prepay any amount received within ten business days of any amounts received from the following sources:

     Borrowings bear an annual interest rate of EURIBOR plus 1.50%. The Borrower must pay interest on June 30 and December 31 of each year (each such 6-month period, an “Interest Period”) beginning on June 30, 2009. Interest rates are calculated on the second business day before (i) the date requested by the Borrower for any disbursement of Loan proceeds or (ii) the starting date of a new Interest Period (the “Interest Calculation Date”). The interest rate is increased by 3.5% for late payments.

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     The Borrower pledges 100% of its ownership interests in Distribuidora Shopping and assigns any receivables under the Distribuidora Shopping acquisition agreement (the “Security”). The details of the Security are included in a separate agreement (the “Security Agreement”).

Representations and Warranties of the Borrower

     The Agreement contains customary representations and warranties of the Borrower relating to, among other things:

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     On each June 30 and December 31 beginning on December 31, 2008, the Borrower must be in compliance with the following:

The financial covenants are based on the semiannual financial reports and the consolidated balance sheet of BRC, and calculated on a rolling basis for the twelve months preceding the report.

     The Borrower must provide to the Agent Bank (i) the balance sheet of the Borrower within 180 days of the end of the business year, (ii) the semiannual report of the Borrower within 90 days of the end of the end of the six-month period covered in the report, (iii) the consolidated balance sheet of BRC within 180 days of the end of the business year, and (iv) the consolidated semiannual report of the Borrower within 90 days of the end of the six-month period covered in the report.

     The Borrower must notify the Agent Bank of the occurrence of a Significant Event or any event that could lead to a Material Adverse Event. The Borrower must provide the Agent Bank with copies of certain documents relating to the governance of the Borrower and to provide information relating to legal proceedings and its inability to perform its obligations under the Agreement.

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     Upon the occurrence of an Event of Default, the Lenders may provide notice of default to the Borrower, which default becomes effective on the fifth day following receipt by the Borrower. Once the default is effective, the Borrower must repay the Lenders the Loan amounts not already repaid along with any accrued interest and any other amount owing under the Loan Documents.

     The Agreement will terminate at the discretion of the Lenders upon the occurrence of any of the following (each, an “Event of Termination”):

     Upon the occurrence of an Event of Termination, the Lenders may provide notice of termination to the Borrower, which termination becomes effective on the fifth day following receipt by the Borrower. Five days after the notice of termination becomes effective, the Borrower must repay the Lenders the Loan amounts not already repaid along with any accrued interest and any other amount owing under the Loan Documents.

     The Lenders may withdraw from the Agreement upon the occurrence of any of the following circumstances (each, an “Event of Withdrawal”):

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     Upon the occurrence of an Event of Withdrawal, the Lenders may provide notice of withdrawal to the Borrower, which withdrawal becomes effective on the fifth day following receipt by the Borrower. Five days after the notice of withdrawal becomes effective, the Borrower must repay the Lenders the Loan amounts not already repaid along with any accrued interest and any other amount owing under the Loan Documents.

     Any Lender may assign its rights and obligations under the Agreement to other banks or financial institutions upon notice to the Borrower (whose consent may not be unreasonably withheld) and the Agent Bank. The consent of the Borrower will be deemed to have been given unless contrary communication is made to the Agent Bank and the assigning Lender within ten business days of the receipt of the assigning Lender’s notice of assignment. Such an assignment will automatically result in the assignment of the Security Agreement.

     Each assignee bank may assign in whole or part its share in the Loan and its rights and obligations by providing prior written notice to the Borrower (which may withhold consent only for reasonable grounds related to the identity of the assignee) and the Lenders.

     In the case of the assignment in whole or part of the role of Agent Bank by Intesa Sanpaolo to banks belonging to its same group, the consent of the Borrower is not required.

     The Agent Bank may at any time renounce its mandate and be substituted by another Lender, it being understood there will be no resulting increase in the obligations, responsibility or costs to the Borrower. The Borrower agrees to make any declaration and carry out any act necessary to affect such change. The Agent Bank will continue to carry out its functions until another a successor (with regard to which the Borrower has communicated its satisfaction to the Agent Bank) has accepted the position. The approval of the Borrower (which cannot be unreasonably withheld), will be deemed granted unless the Borrower notifies the Agent Bank to the contrary within 10 business days of the Agent Bank’s notice of assignment.

     The Borrower may not assign its rights and obligations under the Agreement without the prior consent of the Agent Bank. The obligations of the Agreement are binding upon the successors of the Borrower.

     The Agreement may be modified only in writing by the Borrower and the Agent Bank acting on behalf of all of the Lenders pursuant to an interbank agreement. The Borrower may be

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required to pay an amendment fee, to be agreed upon by the parties, for amendments initiated by the Borrower.

     The Borrower agrees to indemnify the Lenders and the Agent Bank against losses, damages and costs caused by the Borrower’s breach of its obligations under the Agreement or caused by a false or inexact statement in the Borrower’s representations and warranties.

     The Agreement is governed by the laws of Italy and any disputes thereunder are subject to the exclusive jurisdiction of the courts of Torino, Italy.

     “EURIBOR” means the annual percentage rate quoted at 11:00 a.m. (Brussels time) on the Interest Calculation Date on the EURIBOR01 page of the Reuters circular that posts the rate of the European Banking Federation of the European Union for the Euro.

     “Loan Documents” means, collectively, the Agreement, the Guaranty, the commission letters, and related documents.

     “Material Adverse Event” means an event that (i) has, in the reasonable judgment of the Agent Bank, a significant negative influence, either currently or prospectively, on the financial, economic or property conditions of the Borrower or (ii) prejudices the validity and/or efficacy of any of the Loan Documents.

     “Significant Event” means an Event of Default, an Event of Termination and/or an Event of Withdrawal.

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