EXHIBIT 4.2
AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
AMENDMENT TO DEPOSIT AGREEMENT dated as of February 17, 2005
(this
"Amendment"), among INFICON
HOLDING AG (the "Company"), THE BANK OF NEW YORK, as
depositary (the
"Depositary"), and all owners and beneficial owners from time
to
time of American Depositary
Receipts issued under the Existing Deposit Agreement
referred to
herein.
W I
T N E S S E T H :
WHEREAS, the Company and the Depositary entered into an Amended
and
Restated Deposit Agreement
dated as of November 8, 2000 (the "Existing Deposit
Agreement") for the purposes
set forth in that agreement; and
WHEREAS, pursuant to Section 6.01 of the Existing Deposit
Agreement,
the Company and the
Depositary wish to amend the Existing Deposit Agreement;
NOW, THEREFORE, the Company and the Depositary hereby agree
as
follows:
1. Section 6.02 of the
Existing Deposit Agreement is hereby amended by
replacing
the fifth sentence of that
Section with the following:
"After the expiration of 60
days from the date of termination, the Depositary
shall use reasonable efforts
to sell the Deposited Securities then held under
this Deposit Agreement and
shall hold uninvested the net proceeds of any such
sale, together with any other
cash then held by it hereunder, without liability
for interest, for the pro
rata benefit of the Owners of Receipts t
