Exhibit
4.5


 


INVESTMENT
LETTER


 


 


	
  PURCHASER:

  	
  Cerberus ABP Investor
  LLC

  
	
   

  	
   

  
	
  DATE:

  	
  May 7, 2004

  
	
   

  	
   

  
	
  ISSUER:

  	
  ABP Distribution
  Holdings Inc.

  
	
   

  	
   

  
	
  NUMBER OF SHARES:

  	
  18,099,900
  shares of Common Stock

  
	
   

  	
   

  
	
  CONSIDERATION:

  	
  $4,524,975

  



 


 


To the above named
issuer:


 


             To induce ABP Distribution Holdings
Inc. (“Issuer”) to issue to Cerberus ABP Investor LLC (the “Purchaser”)
18,099,900 shares of Issuer’s Common Stock (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:

  	
   /s/ Lenard B. Tessler

  
	
   

  	
   

  	
  Lenard
  B. Tessler, 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 the date first set forth above:

  	
   

  
	
   

  	
   

  	
   

  
	
  ABP DISTRIBUTION HOLDINGS INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  David Morris

  	
   

  	
   

  
	
  Name:

  	
  David
  Morris

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer
  and Treasurer

  	
   

  	
   

  
					



 


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