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FSYS > SEC Filings for FSYS > Form 8-K on 29-Dec-2008All Recent SEC Filings

Show all filings for FUEL SYSTEMS SOLUTIONS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for FUEL SYSTEMS SOLUTIONS, INC.


29-Dec-2008

Entry into a Material Definitive Agreement, Financial Statements and


ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Entry into Finance Agreement Pertaining to Acquisition of Distribuidora Shopping S.A.

On December 22, 2008, MTM S.r.L. ("MTM"), an indirect wholly owned subsidiary of Fuel Systems Solutions, Inc. ("Fuel Systems"), entered into a Financing Agreement (the "Financing Agreement") with Banca IMI S.p.A. and Intesa Sanpaolo S.p.A. (collectively, the "Banks") pursuant to which MTM will borrow up to 15,000,000 euros (which equaled approximately $20.9 million converted into U.S. dollars based on the average interbank currency exchange rate on December 22, 2008) (the "Loan") to be used for the acquisition of Distribuidora Shopping S.A. ("Distribuidora Shopping") as well as for investments in our subsidiaries and certain research and development capital expenditures. MTM's acquisition of Distribuidora Shopping and Tomasetto Achille S.A. was described in a current report on Form 8-K filed with the SEC on December 22, 2008.

The Loan matures on June 22, 2009, but may be extended at MTM's option if it is in compliance with its obligations under the Financing Agreement, until December 22, 2014. Borrowings bear interest at an annual rate of EURIBOR plus 1.50%. If the Loan's maturity is not extended and it matures on June 22, 2009, all of the principal and interest will be payable at that time.

If the Loan's maturity is extended and it matures on December 22, 2014, MTM must make interest payments on June 30 and December 31 of each year beginning on June 30, 2009. Also, MTM must repay the principal amount of the Loan in ten semi-annual installments beginning on December 22, 2009 and ending on December 22, 2014.

The Loan contains covenants which, among other things, limit the total debt and the net interest expense that can be carried by MTM's parent company BRC S.r.L. and its consolidated subsidiaries, of which MTM is a significant part. All of MTM's ownership interest in

Distribuidora Shopping and all of Distribuidora Shopping's receivables are pledged to secure the Loan.

The Financing Agreement is written in Italian and this description of the Financing Agreement is qualified in its entirety by English language summary of the Financing Agreement which is attached hereto as Exhibit 10.1.



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)      Exhibits

         10.1                      English summary of Financing Agreement, dated
                                   December 22, 2008, by and among MTM S.r.L., Banca
                                   IMI S.p.A. and Intesa Sanpaolo S.p.A.

K&E 13903038.1


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