EX-2 4 ltrexh22.txt AMENDMENTS TO ASSET PURCHASE AGREEMENT LETTER Exhibit 2.2 November 30, 2001 VIA HAND DELIVERY DFB Pharmaceuticals, Inc. DPT Lakewood, Inc. 318 McCullough Street DFB Pharmaceuticals, Inc. San Antonio, Texas 78215 318 McCullough Street San Antonio, Texas 78215 West Pharmaceutical Services Lakewood, Inc. Charter Laboratories, Inc. c/o West Pharmaceutical Services, Inc. c/o West Pharmaceutical Services, Inc. 101 Gordon Drive 101 Gordon Drive Lionville, PA 19341 Lionville, PA 19341 Paco Laboratories, Inc. c/o West Pharmaceutical Services, Inc. 101 Gordon Drive Lionville, PA 19341 Re: Amendments to the Asset Purchase Agreement Gentlemen and Ladies: The terms set forth in that certain Asset Purchase Agreement (the "Agreement"), dated as of November 15, 2001, by and among DFB Pharmaceuticals, Inc. ("Parent"), DPT Lakewood, Inc. ("Buyer"), West Pharmaceutical Services Lakewood, Inc. ("Lakewood"), Charter Laboratories, Inc., Paco Laboratories, Inc. ("Paco") (each of Lakewood, Charter and Paco being hereinafter individually referred to as "Seller" and also collectively, where applicable, referred to as "Seller"), and West Pharmaceutical Services, Inc. ("Stockholder") are hereby amended as set forth below. Capitalized terms contained herein and not otherwise defined, shall have the meanings ascribed to them in the Agreement. Except as expressly set forth below, all terms and provisions of the Agreement are, and shall remain, in full force and effect. 1. Treatment of the Indenture and the Debentures. For all purposes under the Agreement, each of the Indenture and the Debentures shall be Retained Liabilities and shall no longer be included in the definition of Assumed Liabilities. 2. Definition of "Debentures". The definition of "Debentures" is hereby deleted and replaced in its entirety by the following: ""Debentures" - the Paco Pharmaceutical Services, Inc. 6-1/2% Convertible Subordinated Debentures due March 1, 2007." 3. Section 2.3. Section 2.3 of the Agreement is hereby revised by deleting "$24,000,000" appearing in the third line of such paragraph and replacing it with "$28,025,000". 4. Section 2.4(a)(iv). Section 2.4(a)(vi) is hereby deleted in its entirety and replaced with the following: "(vi) intentionally omitted;" 5. Section 2.4(b)(iv). Section 2.4(b)(iv) is hereby deleted in its entirety and replaced with the following: "(iv) any Liability of Seller arising out of or relating to Seller's credit facilities, the Indenture and any security interest related thereto;" 6. Section 2.7(b)(i). Section 2.7(b)(i) is hereby revised by deleting "$24,000,000" appearing in the first line of such paragraph and replacing it with "$28,025,000". 7. Section 2.7(b)(vi). Section 2.7(b)(vi) is hereby deleted in its entirety and replaced with the following: "(vi) intentionally omitted;" 8. Section 2.8. Section 2.8 is hereby amended by adding new subsection (c) to the end of such Section: "Notwithstanding anything set forth in the Agreement to the contrary, the Adjusted Amount shall not be adjusted (either positively or negatively) with respect to any amount attributable to interest arising under the Indenture or the Debentures." 9. Schedule 3.1(c). Effective as of the Closing Date, the last paragraph of Schedule 3.1(c) shall be deleted in its entirety. 10. Section 3.23. Section 3.23 is hereby deleted in its entirety and replaced with the following: "Section 3.23 Intentionally Omitted" 11. Section 4.3(b). Section 4.3(b) is hereby deleted in its entirety and replaced with the following: "(b) Intentionally Omitted." 12. Section 11.2(e). Section 11.2(e) is hereby deleted in its entirety and replaced with the following: "(e) intentionally omitted;" 13. Schedule 11.2(e). Schedule 11.2(e) is hereby deleted in its entirety. Intending to be legally bound hereby, Stockholder hereby delivers this letter pursuant to Section 13.4 of the Agreement. This letter may be executed in any number of counterparts. The provisions of this letter will be governed by and construed under the law of the State of New Jersey without regard to conflicts of law principles that would require the application of any other law. Please countersign this letter in the space provided below to indicate your acknowledgement of and agreement to the terms set forth herein and your intent to be legally bound hereby. Very truly yours, WEST PHARMACEUTICAL SERVICES, INC. By: /s/ John R. Gailey III Name: John R. Gailey III Title: Vice President and General Counsel ACKNOWLEDGED AND AGREED: DFB PHARMACEUTICALS, INC. By: /s/ Paul Johnson Name: Paul Johnson Title: Senior Vice President DPT LAKEWOOD, INC. By: /s/ Paul Johnson Name: Paul Johnson Title: Senior Vice President and General Manager WEST PHARMACEUTICAL SERVICES LAKEWOOD, INC. By: /s/ Michael A. Anderson Name: Michael A. Anderson Title: President CHARTER LABORATORIES, INC. By: /s/ Michael A. Anderson Name: Michael A. Anderson Title: President PACO LABORATORIES, INC. By: /s/ Michael A. Anderson Name: Michael A. Anderson Title: President