Exhibit 10.10
AGREEMENT
TO
TERMINATE
JOINT VENTURE AGREEMENTS
AND
DISTRIBUTION AGREEMENT
This Agreement made effective as of the Tuesday, May 18, 1999, by and
between FSI International, Inc. ("FSI") and Metron Technology, B.V.
("Metron").
RECITALS
WHEREAS, FSI and Metron entered into Joint Venture Agreements (as more
fully described below) relating to the formation and/or acquisition of FSI
Metron Europe, Ltd., now known as FSI Chemical Management Europe, Ltd.
("CME"), and FSI Chemical Management Company-Korea, Ltd. ("CMK");
WHEREAS, FSI has purchased from Metron, Metron's interest in each of CME
and CMK pursuant to Share Purchase Agreements effective February 27, 1999.
WHEREAS, pursuant to each of those Share Purchase Agreements, Metron and
FSI agreed to execute whatever documentation that FSI reasonably determined
is necessary for the parties to terminate the respective Joint Venture
Agreement and in the case of CME, to also terminate the Distribution
Agreement between CME and Metron.
WHEREAS, at closing the appropriate termination documents were not
signed by the respective parties and therefore this agreement has been
prepared to reflect the obligations contained in the respective Share
Purchase Agreements.
NOW, THEREFORE, pursuant to the terms of the Share Purchase Agreements
and the mutual covenants and promises which follow, the parties agree as
follows:
1. Pursuant to the terms of the Share Purchase Agreement (CMK)
effective as of February 27, 1999, by and among FSI and Metron, the parties
hereby agree that effective upon execution of this agreement, the Joint
Venture Agreement (July 1997) ("CMK Agreement"), relating to the formation of
CMK is hereby terminated and each party hereby fully and finally releases and
forever discharges the other from any and all outstanding claims and causes
of action directly or indirectly related to or arising out of or otherwise
connected with the CMK Agreement.
2. Pursuant to the terms of the Share Purchase Agreement (CME)
effective as of February 27, 1999, by and among FSI and Metron, the parties
hereby agree that effective upon execution of this agreement, the Joint
Venture Agreement dated December 31,1996, relating to the formation of CME
("CME Agreement") is hereby terminated and each party hereby fully and
finally releases and forever discharges the other from any and all
outstanding claims and causes
1.
of action directly or indirectly related to or arising out of or otherwise
connected with the CME Agreement.
3. FSI, as sole shareholder of CME, and Metron, hereby agree that the
Distribution Agreement between Metron and FSI Metron Europe, Ltd. dated
December 31, 1996, is hereby terminated, and FSI as Sole Shareholder on
behalf of CME, and Metron hereby fully and finally releases and forever
discharges the other from claims and causes of actions directly or indirectly
relating to or arising out of or otherwise in connection with the
Distribution Agreement.
4. This agreement shall be binding upon and adhere to the benefit of
the parties hereto and their respective heirs, representatives, successors,
and assigns and the benefit of each of the obligations, undertakings and
warranties undertaken or given by Metron may be assigned to the purchaser on
transferee of FSI's ownership interest in each of CME and CMK and may enforce
them as if it had been named in this agreement as FSI.
5. This Agreement contains the entire agreement of the parties with
respect to the transactions covered hereby and there are no representations
or warranties, agreements or undertakings or conditions express or implied
between the parties hereto relating to subject matter hereof except as set
forth herein.
6. This Agreement shall be construed and enforced in accordance with
the laws of Minnesota. FSI and Metron hereby irrevocably submit to the
nonexclusive jurisdiction of the state or federal courts of Minnesota.
7. This agreement may be executed in two or more counterparts and a
facsimile signature shall be deemed an original and each such counterpart
shall also be deemed an original, but all of which shall constitute but one
instrument.
FSI International, Inc. Metron Technology, B. V.
Its: \s\ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: \s\ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Its: CFO & Corporate Controller By: Managing Director "B"
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By: \s\ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: Managing Director B
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FSI International, Inc.,
as Sole Shareholder of
FSI Chemical Management Europe, Ltd.
By: \s\ ▇▇▇▇ ▇. Pescatrue
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Its: President, Chemical Management Division
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2.
