Re: Amendment No. 1 to MSPA

Exhibit 2.2

September 5, 2008

Kulicke and Xxxxx Industries, Inc.

0000 Xxxxxxxx Xxxxx

Xx. Xxxxxxxxxx, XX 00000

Re: Amendment No. 1 to MSPA

Dear Sir:

Reference is made to that certain Master Sale and Purchase Agreement dated as of July 31, 2008 (the “MSPA”) by and between W.C. Heraeus GmbH and Kulicke and Xxxxx Industries, Inc. (and its Subsidiaries by joinder). This letter confirms our agreement to amend the MSPA as follows (terms used but not defined herein shall have the meaning as set forth in the MSPA):

1. Target Working Capital shall be $94,633,829, which includes $19,548,548 for Inventory.

2. Schedule 1.4 attached hereto, including the Annexes thereto, shall replace and supersede in its entirety Schedule 1.4 of the MSPA, including Annex 1.4 thereto.

3. Annex 1.4(a) to Schedule 1.4 attached hereto shall replace and supersede in its entirety Schedule 2.4(a)(ii) of the MSPA.

Very truly yours,
W.C. HEREAUS GMBH
By:		/s/ Xx. Xxxxxx Xxxxxx		By:		/s/ Alfons Link
Name:		Xx. Xxxxxx Xxxxxx		Name:		Alfons Xxxx
Xxxxx:		Managing Director		Title:		Vice President

ACKNOWLEDGED AND AGREED TO
ON BEHALF OF SELLER AND THE
OTHER SELLER PARTIES:
KULICKE AND XXXXX INDUSTRIES, INC.
By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Senior Vice President and Chief Financial Officer