First Amendment to Transition Agreement between FSI International, Inc. and Metron Technology N.V.

FSI INTERNATIONAL, INC.

METRON TECHNOLOGY N.V.

/s/Benno G. Sand

/s/Ed Segal

Name:
Title:

Benno G. Sand
Executive Vice President,
Business Development

Name:
Title:

Ed Segal
Chief Executive Officer

Summary

FSI International, Inc. and Metron Technology N.V. have amended their Transition Agreement originally dated October 9, 2003. The amendment changes the handling of certain outstanding pre-closing account receivables, specifying that FSI will pay Metron in full for any such receivables that are over 60 days outstanding due to customer disputes related to product failures or post-closing service deficiencies. All other terms of the original agreement remain unchanged.

EX-10.33 3 c76189exv10w33.htm EX-10.33 FIRST AMENDMENT TO TRANSITION AGREEMENT exv10w33

Exhibit 10.33

FIRST AMENDMENT TO TRANSITION AGREEMENT

THIS AMENDMENT (the “Amendment”) is made as of this 5^th day of February, 2003 to that certain Transition Agreement dated as of October 9, 2003 (the “Transition Agreement”) by and between FSI INTERNATIONAL, INC. (“FSI”), a corporation organized and existing under the laws of the state of Minnesota and METRON TECHNOLOGY N.V., a company organized as a Naamloze Vennootschap under the laws of the Netherlands (“Metron”).

In consideration of the actions contemplated by the Transition Agreement and in consideration of the mutual agreements set forth herein, the parties hereby agree that the Transition Agreement shall be amended as follows:

1. In the third line of Section 5.1(c), the word “not” is hereby deleted, such that first sentence of Section 5.1(c) shall read as follows:

“In the event that any Product Pre-Closing Account Receivable is more than sixty (60) days outstanding on the Closing Date or becomes more than sixty (60) days outstanding at any time after the Closing Date and the reason for non-payment by the customer is the result of any dispute with a customer stemming from a failure of the relevant Product or any deficiency in respect of any post-Closing services assumed and rendered by FSI or its Affiliates in accordance with this Agreement, FSI shall, in exchange for Metron’s assignment of such Pre-Closing Account Receivable to FSI, pay Metron in full for the amount outstanding under such Pre-Closing Account Receivable and, upon such assignment, shall assume responsibility for all collection activities for such Pre-Closing Account Receivable.”

2. Except as expressly modified by the terms of this Amendment, the terms and conditions of the Transition Agreement and its respective exhibits and schedules shall remain in full force and effect.

IN WITNESS WHEREOF, each party has executed this Amendment by its duly authorized officers as of the day and year first above written.