Exhibit
4.4


 


INVESTMENT
LETTER


 


	
  PURCHASER:

  	
  Cerberus ABP Investor LLC

  
	
   

  	
   

  
	
  DATE:

  	
  March 10, 2004

  
	
   

  	
   

  
	
  ISSUER:

  	
  ABP Distribution Holdings Inc.

  
	
   

  	
   

  
	
  NUMBER OF SHARES: 

  	
  l00

  
	
   

  	
   

  
	
  CONSIDERATION:

  	
  $1,000.00

  



 


To the above named issuer:


 


To induce ABP Distribution Holdings Inc. (“Issuer”) to
issue to Cerberus ABP Investor LLC (the “Purchaser”)
One Hundred (100) shares of Issuer’s Common Stock set forth above (the
“Shares”), Purchaser represents,
acknowledges and agrees as follows:


 


1.


 


The Shares, which Purchaser has
today subscribed, are being purchased for investment for Purchaser’s own account. As used in this
letter, the phrase “purchase for investment” means the purchase of the Shares with the intent of holding such
Shares for investment and without the intent of participating directly or indirectly in a distribution of such
Shares.


 


2.


 


Purchaser recognizes the Shares
are not registered under the Federal Securities Act of 1933, as amended (“Federal
Act”), or the securities laws of any state, in reliance upon certain exemptive provisions of said laws, including
Section 4(2) of the Federal Act. Purchaser understands and agrees that it cannot sell or transfer the Shares except if,
in the opinion of counsel reasonably acceptable to Issuer, any such sale or transfer would be: (1) pursuant
to an effective registration statement under the Federal Act or pursuant to an
exemption from such registration; and (2) in a transaction which is exempt
under applicable state securities
laws or pursuant to an effective registration statement under said laws or in a
transaction which is otherwise in compliance with said laws.


 


3.


 


                                                Purchaser further
represents and warrants to Issuer as follows:


 


(a)                                  Neither Issuer nor
any person acting on its behalf has offered or sold Purchaser the Shares by means of any form of
general solicitation or general advertising.


 


(b)                                 The Shares were not
offered or sold to Purchaser by means of publicly disseminated advertisements or
sales literature.


 


(c)                                  Purchaser has
acknowledged, or will acknowledge upon request by Issuer, in writing, the existence, identity
and agency of any person or entity serving as Purchaser’s representative in connection with
evaluating the risks of its investment in Issuer and that such representative
is not an affiliate, director, officer or other employee of Issuer or beneficial
owner of 10% or more of


 

















 


any class of the equity
securities or 10% or more of the equity interest in Issuer, and,
further that any such representative has disclosed to Purchaser in writing, any
relationship between such person or his affiliates and Issuer or its affiliates
which now exists or is mutually understood to be contemplated or which
has existed at any time during the previous two years and any compensation
received or to be received as a result of such relationship.


 


(d)                                 There has been
direct communication and negotiation between Purchaser or its representative
and Issuer, and Purchaser or its representative or both have had the
opportunity to ask questions of, and receive answers from, Issuer
or any person acting on its behalf concerning the terms and conditions of
Purchaser’s transactions with Issuer and the information specified in
subparagraph (e) of this Paragraph.


 


(e)                                  There has been
furnished to Purchaser or its representative by Issuer or any person acting
on its behalf full information regarding the business of Issuer and the risks
inherent therein and in Purchaser’s investment in Issuer, and Purchaser
understands that Issuer will make available to Purchaser or its
representative or both, any additional information necessary to verify the accuracy of any
information furnished to Purchaser or its representative.


 


(f)                                    Either Purchaser or
its representative has, or both together have, such knowledge and experience in financial and business matters that it is capable of evaluating the risks of its investment in Issuer.


 


(g)                                 Purchaser is able to
bear the economic risks inherent in its investment in Issuer.


 


(h)                                 Issuer or any person
acting on its behalf has disclosed to Purchaser in writing any
material relationship between its representative or his affiliates and Issuer or
its affiliates which now exists or mutually is understood to be
contemplated or which has existed at any time during the previous two
years and any compensation received or to be received as a result of such
relationship.


 


(i)                                     Purchaser is aware
that the Shares in Issuer have not been registered under the Federal Act under a claim of exemption therefrom; that such securities have not been
registered with any state securities
regulatory agency; that Issuer is under no obligation to register such securities or to comply with Regulation A under the Federal Act or
any other disclosure exemption; that
any registration of such securities
at any time is extremely unlikely; that,
in the absence of a public market for
such securities, Rules 144 under the Federal Act (which provides for routine
sales of limited amounts of unregistered securities without investment letter)
are inapplicable to the aforesaid securities; that Issuer is under no obligation
to supply Purchaser with any information necessary to enable it to make routine sales of the securities under Rule
144; and that Purchaser must be
prepared to bear the economic risks of its investment for an indefinite period.


 


(j)                                     Set forth beneath
the signature hereto of a duly authorized officer of Purchaser is Purchaser’s address in the state
in which Purchaser’s principal office is located, and Purchaser further warrants that it was
not incorporated for the purpose of purchasing the Shares.


 


4.


 


                                                Purchaser understands
and agrees that when issued, the stock certificates representing the Shares will
bear a legend indicating the restrictions upon transfer which shall read:


 


“THE SECURITIES EVIDENCED HEREBY WERE ISSUED AND SOLD WITHOUT REGISTRATION UNDER THE FEDERAL
SECURITIES ACT OF


 


2

















 


1933, AS AMENDED (THE “FEDERAL
ACT”), OR THE SECURITIES LAWS OF ANY STATE, PARTICULARLY INCLUDING SECTION
10-5-9(13) OF THE GEORGIA SECURITIES ACT OF
1973, AS AMENDED, IN RELIANCE UPON CERTAIN EXEMPTIVE PROVISIONS OF SAID ACTS. SAID SECURITIES CANNOT BE SOLD OR
TRANSFERRED EXCEPT IF, IN THE OPINION OF
COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER, ANY SUCH SALE OR TRANSFER WOULD BE: (1)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE FEDERAL ACT OR
PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION; AND (2) IN A TRANSACTION WHICH IS EXEMPT UNDER  APPLICABLE STATE SECURITIES
LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH LAWS, OR IN A TRANSACTION
WHICH IS OTHERWISE IN COMPLIANCE WITH
SUCH LAWS.”


 


5.


 


                                                Purchaser understands that the transfer
agent for Issuer, whether or not a corporate employee, shall be instructed not to transfer the ownership of
the stock certificate evidencing the Shares on the Stock Transfer books of
Issuer unless in the prior written opinion of counsel reasonably acceptable to
Issuer, such transfer is in compliance with the above requirements and
applicable provisions of law.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  CERBERUS ABP INVESTOR LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Cerberus Capital Management, L.P., Its
  Managing Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lenard Tessler

  
	
   

  	
  Name:

  	
  Lenard Tessler

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
  Address of Purchaser:

  
	
   

  	
   

  
	
   

  	
  c/o Cerberus Capital Management,
  L.P.

  
	
   

  	
  299 Park Avenue

  
	
   

  	
  New
  York, New York 10171

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted by ABP Distribution
  Holdings Inc. as of March 10, 2004:

  	
   

  
	
   

  	
   

  
	
  ABP DISTRIBUTION HOLDINGS INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Robert Warden

  	
   

  
	
  Name:

  	
  Robert Warden

  	
   

  
	
  Title:

  	
  Vice President and Treasurer

  	
   

  
						



 


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