EXHIBIT 10.1 







INVESTMENT
MANAGEMENT TRUST AGREEMENT


by and between


TRIAN
ACQUISITION I CORP.


and


WILMINGTON
TRUST COMPANY


	
 

	
 

	
 


	



	
 

	
 

	
 


	
 

	
Dated as of
 January 23, 2008

	
 


	
 

	
 

	
 


	



	
 




















TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page 


	
 


	
ARTICLE I

	
 

	
AGREEMENTS
 AND COVENANTS OF TRUSTEE

	
2 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE II

	
 

	
LIMITED
 DISTRIBUTIONS OF INCOME FROM TRUST ACCOUNT

	
3 


	
 

	
2.1.

	
 

	
Taxes

	
3


	
 

	
2.2.

	
 

	
Working
 Capital

	
3


	
 

	
2.3.

	
 

	
Satisfaction
 of Stockholder Conversion Rights

	
3


	
 

	
2.4.

	
 

	
Expenses of
 Liquidation and Dissolution

	
3


	
 

	
2.5.

	
 

	
No Other
 Distributions

	
4


	
 


	
ARTICLE III

	
 

	
AGREEMENTS
 AND COVENANTS OF THE COMPANY

	
4 


	
 

	
3.1.

	
 

	
Instructions

	
4


	
 

	
3.2.

	
 

	
Indemnity

	
4


	
 

	
3.3.

	
 

	
Fees

	
4


	
 

	
3.4.

	
 

	
Stockholder
 Vote

	
5


	
 


	
ARTICLE IV

	
 

	
LIMITATIONS
 OF LIABILITY

	
5 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE V

	
 

	
WAIVER OF
 CLAIMS AGAINST TRUST ACCOUNT

	
7 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE VI

	
 

	
TERMINATION

	
8 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE VII

	
 

	
MISCELLANEOUS

	
8 


	
 

	
7.1.

	
 

	
Procedures
 for Funds Transfer

	
8


	
 

	
7.2.

	
 

	
Governing
 Law

	
8


	
 

	
7.3.

	
 

	
Counterparts

	
9


	
 

	
7.4.

	
 

	
Complete
 Agreement; Amendment; Waiver of Trial by Jury

	
9


	
 

	
7.5.

	
 

	
Consent to
 Jurisdiction

	
9


	
 

	
7.6.

	
 

	
Notice;
 Consent; Requests

	
9


	
 

	
7.7.

	
 

	
Assignability

	
10


	
 

	
7.8.

	
 

	
Authority to
 Contract

	
10


	
 

	
7.9.

	
 

	
Publicity

	
10


	
 

	
7.10.

	
 

	
Third Party
 Beneficiaries

	
11


	
 

	
 

	
 

	
 

	
 


	
Schedule A

	
 

	
Fee Items

	
 


	
Exhibit A

	
 

	
Termination
 Letter

	
 


	
Exhibit B

	
 

	
Termination
 Letter

	
 


	
Exhibit C

	
 

	
Authorized
 Individuals

	
 











INVESTMENT MANAGEMENT TRUST AGREEMENT


          This
INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”)
is made as of January 23, 2008 by and between Trian Acquisition I Corp. (the “Company”) and Wilmington Trust
Company, as trustee (the “Trustee”). 


          WHEREAS,
the Company’s Registration Statement on Form S-1 under the Securities Act of
1933, as amended, No. 333-147094 (the “Registration Statement”)
for its initial public offering (the “Initial Public Offering”)
of units, each consisting of one share of common stock and one warrant to
purchase one share of common stock, has been declared effective as of January
23, 2008 (the “Effective Date”)
by the Securities and Exchange Commission; 


          WHEREAS,
Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated are acting as representatives (the “Representatives”)
of the several underwriters in the Initial Public Offering; 


          WHEREAS,
Trian Acquisition I, LLC (the “Sponsor”)
has agreed to purchase from the Company an aggregate of 10,000,000 warrants
(the “Sponsor Warrants”)
at a price of $1.00 per warrant in a private placement that will occur
immediately prior to the consummation of the Initial Public Offering; 


          WHEREAS,
as described in the Registration Statement, and in accordance with the
Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”),
$788,620,000 of the proceeds of the Initial Public Offering and the sale of the
Sponsor Warrants ($905,608,000 if the underwriters’ over-allotment option is
exercised in full) will be delivered to the Trustee upon consummation of the
Initial Public Offering (such amount delivered to the Trustee, together with
income earned thereon, the “Property”), to be deposited and held in the Trust
Account (as defined below);  


          WHEREAS,
a portion of the Property consists of $25,920,000 (or $29,808,000 if the
underwriters’ over-allotment option is exercised in full) attributable to a
deferred underwriters’ discount that the underwriters in the Initial Public
Offering have agreed to deposit in the Trust Account until such time as the
Company consummates a Business Combination (as defined in the Company’s
Certificate of Incorporation); and 


          WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth
the terms and conditions pursuant to which the Trustee shall hold the Property;



          NOW,
THEREFORE, for and in consideration of the mutual agreements herein contained,
the parties hereto agree as follows: 






ARTICLE I 

AGREEMENTS AND COVENANTS OF TRUSTEE


          Subject
to the terms and conditions of this Agreement, including Article IV hereof, the
Trustee hereby agrees and covenants to: 


                    (a)
Hold the Property in trust in accordance with the terms of this Agreement in a
segregated trust account (the “Trust Account”)
established by the Trustee; 


                    (b)
Manage, supervise and administer the Trust Account subject to the terms and
conditions set forth herein; 


                    (c)
In a timely manner, upon the written instruction of the Company, invest and
reinvest the Property in United States “government securities” within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended
(the “1940 Act”),
having a maturity date of 180 days or less or in any money market funds
selected by the Company meeting the conditions of Sections (c)(2), (c)(3) and
(c)(4) of Rule 2a-7 promulgated under the 1940 Act (any such investments may
include funds for which the Trustee or an affiliate of the Trustee serves as an
investment advisor, administrator, shareholder servicing agent, custodian or
subcustodian, subject to customary fees and expenses); 


                    (d)
Collect and receive, when due, all principal and income arising from the
Property, which shall become part of the “Property” as such term is used
herein; 


                    (e)
Promptly notify the Company of all communications received by it with respect
to the Property requiring action by the Company; 


                    (f)
Promptly supply any necessary information or documents as may be requested by
the Company in connection with the Company’s preparation of the tax returns
relating to the Property held in the Trust Account or otherwise relating to the
Trust Account; 


                    (g)
Participate in any plan or proceeding for protecting or enforcing any right or
interest arising from the Property if, as and when instructed by the Company to
do so; 


                    (h)
Render to the Company, and to the Representatives if the Company shall so
instruct, monthly written statements of the activities of and amounts in the
Trust Account reflecting all receipts and disbursements of the Trust Account; 


                    (i)
Commence liquidation of the Trust Account promptly after receipt of, and only
in accordance with the terms of, a letter (the “Termination
Letter”), substantially in the form attached hereto as either
Exhibit A or Exhibit B, signed on behalf of the Company by its Chairman of the
Board, Vice Chairman, Chief Executive 


2






Officer, Chief
Financial Officer or other authorized officer of the Company, and complete the
liquidation of the Trust Account and distribute the Property in the Trust
Account only as directed in the Termination Letter and the other documents
referred to therein; provided, however, that in the event that a
Termination Letter has not been received by January 23, 2010 or, if an
extension is approved in accordance with the terms of the Certificate of
Incorporation, the last day of the Extension Period (as defined therein) (the “Termination Date”), the Trust
Account shall be liquidated and distributed in accordance with the procedures
set forth in the Termination Letter attached as Exhibit B hereto and the
documents referred to therein. 


ARTICLE II 

LIMITED DISTRIBUTIONS OF INCOME FROM TRUST ACCOUNT


          2.1.
Taxes. If
there is any income or other federal, state or local tax obligation relating to
the Property in the Trust Account as determined by the Company, then, from time
to time, upon the written request of the Company, the Trustee shall promptly,
to the extent there is not sufficient cash in the Trust Account to pay such tax
obligation, liquidate such assets held in the Trust Account as shall be
designated by the Company in writing, and disburse to the Company by wire
transfer, out of the Property in the Trust Account, the amount indicated by the
Company as owing in respect of such tax obligation. 


          2.2.
Working Capital.
Upon the written request of the Company, from time to time, the Trustee shall
distribute to the Company amounts necessary to fund the Company’s working
capital requirements; provided that the Company shall certify to the Trustee
that any amounts requested do not exceed the aggregate amount of income earned
on the Property through the last day of the month immediately preceding the
Company’s request, net of taxes payable in respect of such income and amounts
previously disbursed pursuant to Section 2.1 and this Section 2.2; and provided
further that the Company shall certify to the Trustee that the total amount of
disbursements made pursuant to this Section 2.2 does not exceed $9,500,000 in
the aggregate.  


          2.3. Satisfaction of Stockholder Conversion Rights.
Upon the written request of the Company, the Trustee shall distribute to the
paying agent designated by the Company amounts requested by the Company to
satisfy the exercise of stockholder conversion rights in accordance with
Section 6.6 of the Certificate of Incorporation in connection with the approval
of an Extension Period. 


          2.4.
Expenses of Liquidation and
Dissolution. Upon the written request of the Company,
following the receipt by the Trustee of the Termination Letter in the form attached
hereto as Exhibit B, the Trustee shall distribute to the Company an amount up
to $75,000 to pay the Company’s expenses of liquidation and dissolution;
provided that the Company shall certify to the Trustee that such amount does
not exceed the aggregate amount of income earned on the Property through the
last day of the month immediately preceding the Company’s request, net of taxes
payable in respect of such income and amounts previously disbursed pursuant to
Sections 2.1 and 2.2; and provided  


3






further that,
at the time of making such request, the Company shall certify to the Trustee
that it does not otherwise have available outside the Trust Account funds
necessary to pay the expenses of liquidation and dissolution.  


          2.5.
No Other Distributions.
Except as provided in Sections 2.1, 2.2, 2.3 and 2.4, no other distributions
from the Trust Account shall be permitted other than pursuant to Article I(i)
above. 


ARTICLE III


AGREEMENTS AND COVENANTS OF THE COMPANY


          3.1.
Instructions.
The Company shall give all instructions to the Trustee hereunder in writing,
signed by the Company’s Chairman of the Board, Vice Chairman, Chief Executive
Officer, Chief Financial Officer or other authorized officer. In addition,
except with respect to its duties under Sections 2.1, 2.2, 2.3 and 2.4 above,
the Trustee shall be entitled to rely on, and shall be protected in relying on,
any verbal or telephonic advice or instruction that it in good faith believes
to be given by any one of the persons authorized above to give written
instructions. The Company shall promptly confirm any such verbal or telephonic
instructions in writing. 


          3.2.
Indemnity.
The Company shall hold the Trustee harmless and indemnify the Trustee from and
against, any and all claims, actions, suits, costs or expenses, including
reasonable counsel fees and disbursements, or loss suffered by the Trustee in
connection with any claim, action, suit or other proceeding brought against the
Trustee involving any claim or demand that in any way arises out of or relates
to this Agreement, the services of the Trustee hereunder, or the Property or
any income earned on the Property, except for expenses and losses resulting
from the Trustee’s gross negligence, willful misconduct or bad faith. Promptly
after the receipt by the Trustee of notice of demand or claim or the
commencement of any action, suit or proceeding, pursuant to which the Trustee
intends to seek indemnification under this Section 3.2, it shall notify the
Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Company
shall conduct and manage the defense against such Indemnified Claim; provided
that the Company shall keep the Trustee reasonably informed of the status of
such Indemnified Claim; and provided further that the Trustee may voluntarily
participate in such action at its own cost with its own counsel. The Trustee
may not agree to settle any Indemnified Claim without the prior written consent
of the Company. The Company shall not, without the prior written consent of the
Trustee, effect any settlement of any Indemnified Claim unless such settlement
(i) includes an unconditional release of the Trustee from all liability on such
Indemnified Claim and (ii) does not include a statement as to, or an admission
of, fault, culpability or a failure to act by or on behalf of the Trustee. The
obligations and rights contained in this Section 3.2 shall survive the
termination of this Agreement, including the resignation of the Trustee. 


          3.3.
Fees. The Company shall pay
the Trustee an initial acceptance fee, an annual fee and a transaction
processing fee for each disbursement made pursuant to 


4






Article II as
set forth on Schedule A hereto,
which fees shall be subject to modification by mutual agreement of the parties
from time to time. It is expressly understood that said transaction processing
fees shall be deducted by the Trustee from disbursements made to the Company
pursuant to Section 2.2. The Company shall pay the Trustee the initial acceptance
fee and first year’s fee at the consummation of the Initial Public Offering and
thereafter on the anniversary of the Effective Date. The Trustee shall be
entitled to be reimbursed by the Company for its other reasonable expenses
hereunder, including the fees and expenses of its counsel it may employ in
connection with the exercise and performance of its rights and duties hereunder
(excluding fees and expenses of counsel incurred prior to the date of this
Agreement), upon presentation of appropriate documentation therefor. The
Company shall not be responsible for any other fees or charges of the Trustee
except as set forth in this Section 3.3 and as may be provided in Section 3.2
hereof (it being expressly understood that the Property shall not be used to
make any payments to the Trustee under such Sections). 


          3.4.
Stockholder Vote.
In connection with any vote of the holders of the Company’s common stock issued
in the Initial Public Offering (such stockholders, the “Public Stockholders”)
regarding a Business Combination, the Company shall provide to the Trustee an
affidavit or certificate of a firm regularly engaged in the business of
soliciting proxies and tabulating stockholder votes verifying the vote of the
Public Stockholders regarding such Business Combination. 


ARTICLE IV

LIMITATIONS OF LIABILITY


          The Trustee shall have no responsibility or
liability for:


                    (a)
Taking any action with respect to the Property, other than as directed in
Articles I and II hereof and the Trustee shall have no liability to any party
except for liability arising out of its own gross negligence, willful
misconduct or bad faith; 


                    (b)
Instituting any proceeding for the collection of any principal and income
arising from, or institute, appear in or defend any proceeding of any kind with
respect to, any of the Property unless and until it shall have received written
instructions from the Company given as provided herein to do so and the Company
shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto; 


                    (c)
Verifying that any of the investments selected by the Company pursuant to
Article I(c) hereof constitute United States “government securities” within the
meaning of Section 2(a)(16) of the 1940 Act or have maturity dates of 180 days
or less or that any money market funds selected by the Company meet the
conditions of Sections (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under
the 1940 Act; 


                    (d)
Refunding any depreciation in principal of any Property; 


5






                    (e)
Assuming that the authority of any person designated by the Company to give
instructions hereunder shall not be continuing unless provided otherwise in
such designation or unless the Company shall have delivered a written
revocation of such authority to the Trustee; 


                    (f)
Any action taken or omitted by it, or any action suffered by it to be taken or
omitted, in good faith and in the exercise of its own best judgment, except for
its gross negligence, willful misconduct or bad faith, whether to the other
parties hereto or anyone else. The Trustee may rely conclusively and shall be
protected in acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Trustee), statement,
instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) that is believed by the
Trustee, in good faith, to be genuine and to be signed or presented by the
proper person or persons. The Trustee shall not be bound by any notice or
demand, or any waiver, modification, termination or rescission of this
Agreement or any of the terms hereof, unless evidenced by a written instrument
delivered to the Trustee signed by the proper party or parties and, if the
duties or rights of the Trustee are affected, unless it shall give its prior
written consent thereto; 


                    (g)
Verifying the correctness of the information set forth in the Registration
Statement or confirming that any Business Combination made by the Company or
any other action taken by it is as contemplated by the Registration Statement; 


                    (h)
Preparing, executing and filing tax reports, income or other tax returns and
paying any taxes with respect to income and activities relating to the Trust
Account, regardless of whether such tax is payable by the Trust Account or the
Company, including, but not limited to, income tax obligations, it being
expressly understood that, as set forth in Section 2.1 hereof, if there is any
income tax obligation relating to income on the Property in the Trust Account,
as determined from time to time by the Company and regardless of whether such tax
is payable by the Company or the Trust Account, at the written instruction of
the Company, the Trustee shall make funds available in cash from the Property
in the Trust Account in an amount specified by the Company as owing to the
applicable tax authority, which amount shall be paid directly to the Company by
electronic funds transfer, account debit or other method of payment, and the
Company shall forward such payment to the taxing authority; and 


                    (i)
Verifying calculations, qualifying or otherwise approving Company requests for
distributions pursuant to Article I(i) and Sections 2.1, 2.2, 2.3 and 2.4
hereof. 


                    (j)
(i) Special, consequential or punitive damages, (ii) acts or omissions of
securities depositories, brokers or dealers; or (iii) any losses due to forces
beyond the control of the Trustee, including without limitation, strikes, work
stoppages, acts of war or terrorism, insurrection, revolution, nuclear or
natural catastrophes or acts of 


6






God and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services. 


          The
Trustee: 


                    (aa)
shall not (by virtue of this Agreement or the performance of its duties
hereunder) be held to any obligations, duties (including fiduciary duties) or
relationship of agency or trust for or with the Public Stockholders or the
Representatives; 


                    (bb)
shall have no duties or obligations other than those specifically set forth in
this Agreement and no duties or obligations shall be implied; 


                    (cc)
shall be able to consult with counsel satisfactory to it (including counsel for
the other parties hereto) and the advice or opinion of such counsel, after
consultation with the Company and its counsel, shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in accordance with the advice or
opinion of such counsel; 


                    (dd)
shall not, notwithstanding any provision of this Agreement to the contrary, be
required to make any payment hereunder until sufficient funds are actually
received by the Trustee; and 


                    (ee)
shall not be required to take any action hereunder if the Trustee shall have
reasonably determined, or shall have been advised by counsel, that such action
is likely to result in liability on the part of the Trustee or is contrary to
the terms hereof or is otherwise contrary to law. 


          In
carrying out its duties and obligations hereunder, the Trustee may do so by or
through agents or affiliates disclosed or referenced in any account agreement
signed by the Company or otherwise reasonably acceptable to the Company. The
rights, privileges, protections, immunities and benefits provided to the
Trustee hereunder (including its right to be indemnified) are extended to, and
shall be enforceable by, any such agents or affiliates.


ARTICLE V 

WAIVER OF CLAIMS AGAINST TRUST ACCOUNT


          The
Trustee hereby waives any and all right, title, interest or claim of any kind
(“Claim”) that the Trustee may have against the Property held in the Trust
Account, and hereby agrees not to seek recourse, reimbursement, set-off,
payment or satisfaction for any Claim against the Trust Account for any reason
whatsoever. In the event that the Trustee has a claim against the Company under
this Agreement, including, without limitation, Section 3.2, the Trustee will
pursue such claim solely against the Company and not against the Property held
in the Trust Account.  


7






ARTICLE VI

TERMINATION


          This
Agreement shall terminate as follows: 


                    (a)
If the Trustee gives written notice to the Company that it desires to resign
under this Agreement, the Company shall use its reasonable efforts to identify
a successor trustee, during which time the Trustee shall continue to act in
accordance with the terms of this Agreement. At such time that the Company
notifies the Trustee that a successor trustee has been appointed by the Company
and has agreed to become subject to the terms of this Agreement, the Trustee
shall transfer the management of the Trust Account to the successor trustee,
including but not limited to the transfer of copies of the reports and
statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however,
that, in the event that the Company does not identify a successor trustee
within 60 days of receipt of the resignation notice from the Trustee, the
Trustee may apply to a court of competent jurisdiction in the state or federal
courts of New York or Delaware for the appointment of a successor trustee; or 


                    (b)
At such time that the Trustee has completed the liquidation of the Trust
Account in accordance with the provisions of Article I(i) hereof, and
distributed the Property in accordance with the provisions of the applicable
Termination Letter, this Agreement shall terminate except with respect to
Section 3.2 hereof. 


ARTICLE VII

MISCELLANEOUS


          7.1.
Procedures for Funds Transfer.
The Company and the Trustee each acknowledge that the Trustee will follow the
security procedures set forth below with respect to funds transferred from the
Trust Account. Upon receipt of written instructions, the Trustee will confirm
such instructions with an Authorized Individual for the Company at an
Authorized Telephone Number listed on Exhibit C attached hereto. The Company
and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the
other party immediately if it has reason to believe unauthorized persons may
have obtained access to such information, or of any change in its authorized
personnel. In executing funds transfers, the Trustee will rely upon account
numbers or other identifying numbers of a beneficiary, beneficiary’s bank or
intermediary bank, rather than names. The Trustee shall not be liable for any
loss, liability or expense resulting from any error in an account number or
other identifying number, provided it has accurately transmitted the numbers
provided. 


          7.2.
Governing Law.
This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of Delaware, without giving effect to conflicts of
law principles that would result in the application of the substantive laws of
another jurisdiction. 


8






          7.3.
Counterparts.
This Agreement may be executed in several original or facsimile counterparts,
each one of which shall constitute an original, and together shall constitute
but one instrument. 


          7.4.
Complete Agreement;
Amendment; Waiver of Trial by Jury. This Agreement contains
the entire agreement and understanding of the parties hereto with respect to
the subject matter hereof. This Agreement or any provision hereof may only be
changed, amended, waived or modified by a writing signed by each of the parties
hereto; provided, however, that no such change, amendment, waiver or
modification may be made without the prior written consent of the
Representatives. As to any claim, cross-claim or counterclaim in any way
relating to this Agreement, each party waives the right to trial by jury. 


          7.5.
Consent to Jurisdiction.
The parties hereto consent to the non-exclusive jurisdiction and venue of any
state or federal court located in the State of Delaware, for purposes of
resolving any disputes hereunder. The parties hereto also submit to the
non-exclusive jurisdiction and venue of any state or federal court located in
the State of New York, and hereby waive any objection to such jurisdiction and
that such courts represent and inconvenient forum. 


          7.6.
Notice; Consent; Requests.
Any notice, consent or request to be given in connection with any of the terms
or provisions of this Agreement shall be in writing and shall be sent by
express mail or similar private courier service, by certified mail (return
receipt requested), by hand delivery or by facsimile transmission: 


	
 

	
 

	
 


	
 

	
if to the
 Trustee, to: 


	
 


	
 

	
 

	
Wilmington
 Trust Company


	
 

	
 

	
Rodney
 Square North
1100 N. Market Street


	
 

	
 

	
Wilmington,
 Delaware 19890 


	
 

	
 

	
Attn: Erik
 Saville 


	
 

	
 

	
Fax No.:
 (302) 636-4149 


	
 


	
 

	
if to the
 Company, to: 


	
 


	
 

	
 

	
Trian
 Acquisition I Corp.


	
 

	
 

	
280 Park
 Avenue, 41st Floor 


	
 

	
 

	
New York,
 New York 10017 


	
 

	
 

	
Attn: Chief
 Legal Officer 


	
 

	
 

	
Fax No.:
 (212) 451-3216 





9







	
 

	
 

	
 


	
 

	
in either
 case with a copy to: 


	
 


	
 

	
 

	
Deutsche
 Bank Securities Inc. 


	
 

	
 

	
Merrill
 Lynch, Pierce, Fenner & Smith Incorporated


	
 

	
 

	
c/o Deutsche
 Bank Securities Inc.


	
 

	
 

	
60 Wall Street 


	
 

	
 

	
New York,
 New York 10005


	
 

	
 

	
Attn: Equity Capital
Markets - Syndicate Manager 


	
 

	
 

	
 


	
 

	
and 


	
 

	
 

	
Deutsche
 Bank Securities Inc. 


	
 

	
 

	
Merrill
 Lynch, Pierce, Fenner & Smith Incorporated 


	
 

	
 

	
c/o Deutsche
 Bank Securities Inc.


	
 

	
 

	
60 Wall
Street 


	
 

	
 

	
New York,
 New York 10005


	
 

	
 

	
Attn: General Counsel


	
 

	
 

	
Fax No.: (212) 797-4561



	
 

	
 

	
 


	
 

	
and 


	
 

	
 

	
Paul, Weiss,
 Rifkind, Wharton & Garrison LLP 


	
 

	
 

	
1285 Avenue
 of the Americas


	
 

	
 

	
New York, New York
10019


	
 

	
 

	
Attn: John C. Kennedy,
Esq.


	
 

	
 

	
Fax No.: (212)
757-3990


	
 

	
 

	
 


	
 

	
and 


	
 

	
 

	
Cleary
 Gottlieb Steen & Hamilton LLP 


	
 

	
 

	
One Liberty
 Plaza


	
 

	
 

	
New York,
 New York 10006


	
 

	
 

	
Attn:
 Raymond B. Check, Esq.


	
 

	
 

	
Fax
 No.: (212) 225-3999 





          7.7.
Assignability.
This Agreement may not be assigned by the Trustee without the prior written
consent of the Company and the Representatives. 


          7.8.
Authority to Contract.
Each of the Trustee and the Company hereby represents that it has the full
right and power and has been duly authorized to enter into this Agreement and
to perform its respective obligations as contemplated hereunder. 


          7.9.
Publicity. The Trustee hereby consents to the inclusion of Wilmington Trust
Company in the Registration Statement and other materials relating to the
Initial Public Offering.  


10






          7.10. Third Party Beneficiaries. Each of
the Company and the Trustee hereby acknowledge that the Representatives are
third party beneficiaries of this Agreement. 


[Remainder of this page left intentionally
blank]


11






          IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first written above. 


	
 

	
 

	
 


	
 

	
WILMINGTON
TRUST COMPANY  


	
 

	
 

	
 

	
By:
 

	
/s/ James Lawler


	
 

	
 

	



	
 

	
 

	
Name: James Lawler



	
 

	
 
 

	

 Title: Vice President


	
 

	
 

	
 

	
TRIAN ACQUISITION I
CORP. 


	
 

	
 

	
 

	
By: 

	
/s/ Greg Essner


	
 

	
 

	



	
 

	
 

	
Name: Greg Essner



	
 

	
 
 

	

 Title: Treasurer, Chief Financial Officer 

           and Assistant Secretary





12






SCHEDULE A


	
 

	
 

	
 


	
Fee Item 

	
Time and
Method of Payment 

	
Amount 


	


	


	



	
Initial
 acceptance

 fee

	
Initial
 closing of the Initial Public

 Offering by wire transfer

	
$1000


	
 

	
 

	
 


	
Annual fee

	
First year,
 initial closing of the Initial

 Public Offering by wire transfer;

 thereafter on the anniversary of the

 Effective Date by wire transfer or check

	
$3000


	
 

	
 

	
 


	
Transaction

 processing fee for

 disbursements to

 Company under

 Article I(i) and

 Sections 2.1, 2.2

 and 2.3

	
Deduction by Trustee from
accumulated

 income following disbursement made to

 Company under Section 2

	
$  250





13






EXHIBIT A  


[Letterhead
of Company]


Wilmington
Trust Company

Rodney Square North

1100 N. Market Street

Wilmington, Delaware 19890
Attn: Corporate Trust Administration 


	
 

	
 

	
 


	
 

	
Re: Trust
 Account No.

	
Termination
 Letter 





Ladies and
Gentlemen: 


                    Pursuant
to Article I(i) of the Investment Management Trust Agreement between Trian
Acquisition I Corp. (“Company”)
and Wilmington Trust Company (“Trustee”), dated as of January
23, 2008 (“Trust Agreement”),
this is to advise you that the Company has entered into an agreement (“Business Agreement”) with [          ]
“Target Business”)
to consummate a business combination with Target Business (the “Business
Combination”) on or about [insert date]. The Company
shall notify you at least 48 hours in advance of the actual date of the
consummation of the Business Combination (“Consummation Date”).  


                    In
accordance with the terms of the Trust Agreement, we hereby authorize you to
commence liquidation of Trust Account No. ________________ (the “Trust Account”) to the effect
that, on the Consummation Date, all of funds held in the Trust Account will be
immediately available for transfer to the account or accounts that the Company
shall direct in writing. 


                    At
least 2 business days prior to the Consummation Date, the Company shall deliver
to you written instructions (either by fax or e-mail) with respect to the
transfer of the funds held in the Trust Account (“Instruction
Letter”); and on the Consummation Date, counsel for the
Company shall deliver to you written notification (either by fax or e-mail)
that the Business Combination has been consummated (“Counsel’s
Letter”). You are hereby directed and authorized to transfer
the funds held in the Trust Account on the Consummation Date, in accordance
with the terms of the Instruction Letter. In the event that certain deposits
held in the Trust Account may not be liquidated by the Consummation Date without
penalty, you will notify the Company of the same and the Company shall direct
you as to whether such funds should remain in the Trust Account and distributed
after the Consummation Date to the Company. Upon the distribution of all the
funds in the Trust Account pursuant to the terms hereof, the Trust Agreement
shall be terminated and the Trust Account closed. 


                    In
the event that the Business Combination is not consummated on the Consummation
Date described in the notice thereof and we have not notified you on or before
the original Consummation Date of a new Consummation Date, then the funds 


14






held
in the Trust Account shall, upon written instruction from the Company, be
redeposited as provided in the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice.


	
 

	
 

	
 


	
 

	
Very truly
 yours, 


	
 

	
 


	
 

	
TRIAN ACQUISITION I
CORP.


	
 

	
 


	
  

	
By:

	
  


	
  

	
 

	



	
  

	
 

	
Name:



	
 

	
 

	

Title:








	
 

	
 


	
cc:

	
Deutsche Bank Securities
Inc.


	
 

	
Merrill
 Lynch, Pierce, Fenner & Smith Incorporated. 





15






EXHIBIT B 


[Letterhead of Company]


Wilmington
Trust Company 
Rodney Square North

1100 N. Market Street
Wilmington, Delaware 19890

Attn: Corporate Trust Administration 


	
 

	
 

	
 


	
  

	
Re: Trust Account
No.

	
Termination Letter 





Ladies and
Gentlemen: 


                    Pursuant
to Article I(i) of the Investment Management Trust Agreement between Trian
Acquisition I Corp. (“Company”)
and Wilmington Trust Company (“Trustee”),
dated as of January 23, 2008 (“Trust Agreement”), this is to
advise you that the Company has been dissolved due to its inability to effect a
Business Combination within the time frame specified in the Company’s
prospectus relating to its Initial Public Offering. Capitalized terms used but not
defined herein shall have the meanings set forth in the Trust Agreement. 


                    Attached
hereto is a certified copy of the Certificate of Dissolution as filed with the
Secretary of State of Delaware. In accordance with the terms of the Trust
Agreement, we hereby authorize you, to commence, as promptly as practicable,
liquidation of the Trust Account and distribution of the funds in the Trust
Account to [          ] (the “Designated Paying
Agent”) on
behalf of the Company. You will notify the Company and the Designated Paying
Agent in writing at [insert address] as to when all such funds will be
available for immediate transfer (the “Transfer Date”).
The Designated Paying Agent shall thereafter notify you as to the account or
accounts of the Designated Paying Agent that the funds in the Trust Account
should be transferred to on the Transfer Date so that the Designated Paying
Agent may commence distribution of such funds in accordance with the Company’s
instructions. You shall have no obligation to oversee the Designated Paying
Agent’s distribution of the funds. Upon the payment to the Designated Paying
Agent of all the funds in the Trust Account, the Trust Agreement shall
terminate in accordance with the terms thereof. 


	
 

	
 

	
 


	
 

	
Very truly
 yours, 


	
 


	
 

	
TRIAN
 ACQUISITION I CORP. 


	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:







	
 

	
 


	
cc:

	
Deutsche
 Bank Securities Inc.


	
 

	
Merrill
 Lynch, Pierce, Fenner & Smith Incorporated. 





16






EXHIBIT C 


	
 

	
 

	
 


	
AUTHORIZED
 INDIVIDUAL(S) 

	
 

	
AUTHORIZED
 


	
FOR
 TELEPHONE CALL BACK

	
 

	
TELEPHONE
 NUMBER(S) 


	
 

	
 

	
 


	
Company: 

	
 

	
 


	
 

	
 

	
 


	
TRIAN
 ACQUISITION I CORP.

280 Park Avenue,
41st
 Floor 

 New York, New York 10017

Attn: Edward P. Garden
 or Greg Essner 

	
 

	
(212)
451-3000


	
 

	
 

	
 


	
Trustee: 

	
 

	
 


	
 

	
 

	
 


	
WILMINGTON
 TRUST COMPANY

 Rodney Square
North

 1100 N. Market Street

 Wilmington,
Delaware 19890 

 Attn: Corporate Trust Administration,

 Erik Saville

	
 

	
(302)
636-5200





17