EXHIBIT
4.2


AMENDMENT
TO

SECOND AMENDED AND RESTATED WARRANT AGREEMENT


                    This AMENDMENT
to the SECOND AMENDED AND RESTATED WARRANT AGREEMENT (this “Warrant
Amendment Agreement”) is made as of January 23, 2008, by and among Trian
Acquisition I Corp., a Delaware corporation (the “Company”), Trian
Acquisition I, LLC (the “Sponsor”), a Delaware limited liability
company, and American Stock Transfer & Trust Company, a New York
corporation, as warrant agent (the “Warrant Agent”).


                    WHEREAS, the
Company and the Warrant Agent entered into a Warrant Agreement, dated as of
November 1, 2007 (the “Original Warrant Agreement”);


                    WHEREAS, the
Original Warrant Agreement was amended and restated in its entirety by the
Amended and Restated Warrant Agreement, dated as of January 3, 2008, between
the Company and the Warrant Agent (the “Amended Warrant Agreement”);


                    WHEREAS, the
Amended Warrant Agreement was amended and restated in its entirety by the
Second Amended and Restated Warrant Agreement, dated as of January 23, 2008,
between the Company and the Warrant Agent (the “Second Amended Warrant
Agreement”);


                    WHEREAS,
pursuant to the Unit Subscription Agreement, dated as of October 29, 2007,
between the Company and the Sponsor (the “Subscription Agreement”), the
Company issued and sold to the Sponsor an aggregate of 21,562,500 units (the “Sponsor
Units”), each consisting of one share of common stock, par value $0.0001
per share, of the Company (“Common Stock”) and one warrant (a “Warrant”)
entitling the holder thereof to purchase one share of Common Stock for $7.00,
subject to adjustment (such warrants, the “Initial Sponsor Warrants”); 


                    Whereas, on
December 31, 2007, the Sponsor separately transferred 1,775,000 shares of
Common Stock included in the Sponsor Units to certain persons and as a result
holds 19,787,500 Sponsor Units and 1,775,000 separate Initial Sponsor Warrants;


                    Whereas, on
January 23, 2008, the Company declared a dividend in the amount of 0.06667
shares of Common Stock per share of Common Stock issued and outstanding (the “Stock
Dividend”); and


                    WHEREAS, the
Sponsor is the registered holder of all of the outstanding Sponsor Units and
Warrants and has consented to this Warrant Amendment Agreement.


                    NOW,
THEREFORE, for and in consideration of the promises and mutual covenants set
forth herein, the parties hereto agree as follows






                    1. Amendment
of Sponsor Units, Initial Sponsor Warrants and Second Amended Warrant Agreement.
Notwithstanding any of the terms of the Sponsor Units, the Initial Sponsor
Warrants and the Second Amended Warrant Agreement, the parties agree that the
terms of the Sponsor Units, the Initial Sponsor Warrants and the Second Amended
Warrant Agreement are hereby amended so that after giving effect to the Stock
Dividend, (i) the Sponsor shall hold 23,000,000 Sponsor Units (each consisting
of one share of Common Stock and one Initial Sponsor Warrant) and 1,893,332
separate Initial Sponsor Warrants and (ii) each Initial Sponsor Warrant shall
entitle the holder thereof to purchase one share of Common stock for $7.00
(subject to further adjustment as provided in the Second Amended Warrant
Agreement). Except as provided in clauses (i) and (ii) above, no anti-dilution
adjustment shall be made to the Initial Sponsor Warrants by virtue of Section
4.1 or any other provision of the Second Amended Warrant Agreement or any
provision of the Initial Sponsor Warrants as a result of the Stock Dividend.
Upon surrender of the existing certificates by the Sponsor, new certificates
for the Sponsor Units and separately held Initial Sponsor Warrants shall be
issued to the Sponsor.


                    2. No Other
Changes. Except as expressly provided for by this Warrant Amendment
Agreement, the Second Amended Warrant Agreement shall remain in full force and
effect.


                    3. Governing
Law. This Warrant Amendment Agreement shall be governed and construed in
accordance with the laws of the State of New York, without regard to the
conflicts of laws rules of such state.


                    4. Amendments.
This Warrant Amendment Agreement may not be amended or modified except in a
writing executed by the parties hereto.


                    5. Counterparts.
This Warrant Amendment Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together shall be
deemed to be one and the same instrument.


[Remainder of page
intentionally left blank]






                    IN WITNESS WHEREOF, this Warrant Amendment Agreement has been duly executed by the
parties hereto as of the date first above written.


	
 

	
 

	
 


	
 

	
TRIAN
  ACQUISITION I CORP.


	
 

	
 


	
 

	
By:

	
/s/ Edward P. Garden


	
 

	
 

	



	
 

	
 

	
Name: Edward P. Garden


	
 

	
 

	
Title: President and Chief Executive Officer


	
 

	
 


	
 

	
TRIAN
  ACQUISITION I, LLC


	
 

	
 


	
 

	
By: 

	
/s/ Edward P. Garden


	
 

	
 

	



	
 

	
 

	
Name: Edward P. Garden


	
 

	
 

	
Title: Member


	
 

	
 

	
 


	
 

	
AMERICAN
  STOCK TRANSFER & TRUST COMPANY


	
 

	
 


	
 

	
By: 

	
/s/ Herb Lemmer


	
 

	
 

	



	
 

	
 

	
Name: Herb Lemmer


	
 

	
 

	
Title: Vice President