FSI Exclusive Distributorship Agreement
This Amendment to the FSI Exclusive Distributorship Agreement (the “Amendment”) is made as of July 31,
1999, among FSI International, Inc. (“FSI”) and m•FSI Ltd. (“m•FSI”) and BOC Edwards, a part of The BOC
Group, Inc. (“BOC”).
WHEREAS, FSI and m•FSI are parties to the FSI Exclusive Distributorship Agreement dated as of
August 14, 1991 (as amended to the date hereof, the “Distributorship Agreement”), which Distributorship
Agreement provides m•FSI with the exclusive rights to distribute FSI products in specified territories, including
chemical delivery systems and other products currently manufactured or sold by the Chemical Management
Division of FSI including those of FSI’s subsidiaries (“CMD”).
WHEREAS, concurrently with the execution and delivery of this Amendment, FSI is selling and transferring
the business and operations of CMD to BOC, pursuant to that Asset Purchase Agreement between those two
parties dated as of June 9, 1999 (the “Asset Purchase Agreement”).
WHEREAS, the parties hereto desire to amend the Distributorship Agreement and to otherwise set forth
certain rights and obligations with respect to one another to reflect the transfer of CMD to BOC.
WHEREAS, FSI and m•FSI also concurrently are terminating the license to manufacture Chemical
Management Products previously granted by FSI to m•FSI.
NOW THEREFORE, pursuant to the above, the covenants and promises which follow, and other valuable
consideration, the parties agree as follows:
(a) The definition of “Products” in the Distributorship Agreement shall be revised to delete any reference to
chemical delivery or management systems or products previously or currently manufactured or sold by CMD,
or that are currently being or in the future are designed or developed by CMD, including any chemical
management systems that generate, blend and/or dispense high purity chemicals, or blend and/or deliver
slurries, to poin