EXHIBIT 10.7


January 23, 2008


Trian
Acquisition I Corp.

280 Park Avenue, 41st Floor

New York, New York 10017


Deutsche Bank Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith 

     Incorporated

As Representatives of the several Underwriters

c/o Deutsche Bank Securities Inc.

60 Wall Street, 4th Floor

New York, New York 10005


          Re:
Initial Public Offering of Trian Acquisition I Corp.


Ladies and
Gentlemen:


          This
letter is being delivered to you in accordance with the Underwriting Agreement
dated as of January 23, 2008 (the “Underwriting Agreement”), by and
between Trian Acquisition I Corp., a Delaware corporation (the “Company”),
and Deutsche Bank Securities Inc. (“Deutsche Bank”) and Merrill Lynch,
Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as
representatives of the underwriters named in Schedule I thereto (the “Underwriters”),
relating to an underwritten initial public offering (the “Initial Public
Offering”) of the Company’s units (the “Units”), each consisting of
one share of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”), and one warrant (a “Warrant”) entitling the holder thereof
to purchase one share of Common Stock. 


          The
undersigned, Trian Acquisition I, LLC, a Delaware limited liability company
(the “Sponsor”), has purchased from the Company (i) 23,000,000 Units
(the “Sponsor Units”) pursuant to a Unit Subscription Agreement dated as
of October 29, 2007, as amended on January 23, 2008, and (ii) 10,000,000
Warrants (the “Sponsor Warrants”) pursuant to an Amended and Restated
Sponsor Warrant Purchase Agreement dated as of January 3, 2008. The terms of
the Warrants are set forth in the Second Amended and Restated Warrant Agreement
dated as of January 23, 2008, as amended (the “Warrant Agreement”), by
and between the Company and American Stock Transfer & Trust Company. On
December 31, 2007, the Sponsor transferred 1,893,332 shares of Common Stock
included in the Sponsor Units (after giving effect to a stock dividend declared
by the Company on January 23, 2008) to certain officers and directors of the
Company and other related parties.


          In order to
induce the Company and the Underwriters to enter into the Underwriting
Agreement and to proceed with the Initial Public Offering, and in recognition of
the benefit that such Initial Public Offering will confer upon the Sponsor as a
securityholder of the Company, 






and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Sponsor hereby agrees with the Company as follows: 


          1.
Approval of Business Combination or Extension Period. The Sponsor agrees
that in connection with any vote of the stockholders of the Company on (i) a
proposed extension of the time period within which the Company must consummate
a Business Combination (as defined in the Company’s Amended and Restated
Certificate of Incorporation in effect on the date hereof (the “Certificate
of Incorporation”)) to up to 30 months or (ii) a proposed Business
Combination, it will vote any shares of Common Stock included in (or that were
previously part of) the Sponsor Units that are owned directly or indirectly by
it in accordance with the majority of votes cast by the holders of shares of
Common Stock included in the Units issued in the Initial Public Offering (the “IPO
Shares”). The Sponsor further agrees that in connection with a stockholder
vote to approve a proposed Business Combination, it will vote any such shares
in favor of an amendment to the Certificate of Incorporation providing for the
Company’s perpetual existence following the consummation of the Business
Combination.


          2.
Liquidation; Waiver of Claims. (a) In the event that the Company fails
to consummate a Business Combination within 24 months (or up to 30 months if
the public stockholders approve an extension pursuant to the terms of the
Certificate of Incorporation) after the date of the final prospectus included
in the Registration Statement on Form S-1 relating to the Initial Public
Offering (the “Registration Statement”), the Sponsor will take all
reasonable actions within its power to (i) cause the Trust Account (as defined
in the Certificate of Incorporation) to be liquidated and the proceeds
distributed to the holders of the IPO Shares as soon as reasonably practicable
and (ii) cause the Company to liquidate as soon as reasonably practicable (the
earliest date on which the conditions in clauses (i) and (ii) are both
satisfied being the “Liquidation Date”), in each case in accordance with
the terms of the Certificate of Incorporation and all applicable laws. 


                (b)
The Sponsor hereby waives any and all right, title, interest or claim of any
kind in or to any distributions as a result of such liquidation of the Company
with respect to any shares of Common Stock included in (or that were previously
part of) the Sponsor Units. In addition, the Sponsor hereby
waives any right, title, interest or claim of any kind in respect of any monies
in the Trust Account the Sponsor may have in the future as a result of, or
arising out of, any contracts or agreements with the Company and will not seek
recourse or make any claim against the Trust Account for any reason whatsoever;
provided that the foregoing waiver shall not apply (i) to the extent the
Sponsor is entitled to be indemnified by the Company pursuant to the
Certificate of Incorporation, the by-laws of the Company or applicable law or
pursuant to any indemnity agreement entered into with the Company or (ii) in
respect of any rights or claims the Sponsor may have as a result of holding
Units, IPO Shares, Warrants or other securities of the Company (other than the
Sponsor Units, the Sponsor Warrants and the securities underlying or issuable
upon exercise of such securities).


          3.
Transfer Restrictions. (a) The Sponsor will not assign, alienate,
pledge, attach, sell or otherwise transfer or encumber (each, a “transfer”),
directly or indirectly, any Sponsor Units or any shares of Common Stock or
Warrants included in (or that were previously part of) the Sponsor Units
(including the Common Stock issuable upon exercise of the Warrants) that it
currently owns or may acquire hereafter from the date hereof until 180 days
following the date of 


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the
consummation of a Business Combination, except to a Permitted Transferee. Any
transfers of such securities to a Permitted Transferee will be made in
accordance with applicable securities laws. Any transfer of securities pursuant
to this Paragraph 3 after the date hereof will be subject to the condition that
the Permitted Transferee has agreed in writing to be bound by the terms of
Paragraphs 1, 2 and 3 hereof.


               “Permitted
Transferee” means (i) the Company, any of the Company’s officers, directors
and employees, any Affiliates or Family Members of such individuals, the
Sponsor, Trian Partners, any Affiliates of the Company, the Sponsor or Trian
Partners and any officers, directors, members and employees of the Sponsor,
Trian Partners or such Affiliates, (ii) any charitable organization, (iii) any
individual pursuant to a qualified domestic relations order, (iv) if the
transferor is a corporation, partnership or limited liability company, any
stockholder, partner or member of the transferor and (v) any individual or
entity by virtue of laws or agreements governing descent or distribution upon
the death or dissolution of the transferor. “Affiliate” has the meaning
set forth in Rule 405 under the Securities Act of 1933, as amended and in
effect on the date hereof. “Family Member” of a person means such
person’s present spouse and/or domestic partner, parents, lineal ascendants or
descendants or any siblings of any of the foregoing, any descendants of any
sibling of such person, or any estate planning vehicle formed primarily for the
benefit of such person or any of the foregoing persons. “Trian Partners”
means Trian Fund Management, L.P., together with the funds and accounts it and
its Affiliates manage.


               (b)
The Sponsor acknowledges that the Sponsor Warrants will be subject to the transfer
restrictions set forth in the Warrant Agreement until the consummation of a
Business Combination.


          4.
 Limitation on Compensation. (a) Neither the Sponsor nor any Affiliate of
the Sponsor will be entitled to receive, and no such person will accept, a
finder’s fee, consulting fee or any other compensation from the Company for
services rendered to the Company prior to or in connection with the
consummation of a Business Combination, other than (i) reimbursement for any
out-of-pocket expenses relating to the Initial Public Offering, the performance
of duties as an officer or director and identifying, investigating and
consummating a Business Combination, (ii) by virtue of ownership of Sponsor
Units, Sponsor Warrants or any securities included in or issuable upon exercise
of such securities and (iii) pursuant to the letter agreement dated as of the
date hereof, between the Company and Trian Fund Management, L.P., relating to
the provision of administrative services to the Company.


               (b)
Neither the Sponsor nor any Affiliate of the Sponsor will accept a finder’s
fee, consulting fee or any other compensation (other than by virtue of
ownership of Sponsor Units, Sponsor Warrants or any securities included in or
issuable upon exercise of such securities) or fees from any other entity in
connection with a Business Combination, other than compensation or fees that
may be received for any services provided following such Business Combination.


          5.
Representations and Warranties. The Sponsor represents and warrants
that:


               (a)
Except as described in the Registration Statement, there are no claims,
payments, arrangements, contracts, agreements or understandings relating to the
payment of a 


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brokerage
commission or finder’s, consulting, origination or similar fee by the Sponsor
with respect to the sale of the securities pursuant to the Underwriting
Agreement or any other arrangements, agreements or understandings by the
Sponsor that may affect the Underwriters’ compensation pursuant to the
Underwriting Agreement;


                    (b)
It is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any
act or practice relating to the offering of securities in any jurisdiction; 


                    (c)
It has never been convicted of or pleaded guilty to any crime (i) involving any
fraud or (ii) relating to any financial transaction or handling of funds of
another person or (iii) pertaining to any dealings in any securities and the
Sponsor is not currently a defendant in any such criminal proceeding; 


                    (d)
It has never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license
or registrations denied, suspended or revoked; and


                    (e)
It has full right and power, without violating any agreement by which it is
bound, to enter into this letter agreement.


          The
Sponsor acknowledges and understands that the Company and the Underwriters will
rely upon the agreements, representations and warranties set forth herein in
proceeding with the Initial Public Offering. Nothing contained herein shall be
deemed to render the Underwriters a representative of, or a fiduciary with
respect to, the Company, its stockholders, or any creditor or vendor of the
Company with respect to the subject matter hereof. 


          This
letter agreement shall be binding on the Sponsor and such person’s successors
and assigns. This letter agreement shall terminate on the earlier of (i) the
consummation of a Business Combination and (ii) the Liquidation Date; provided that such termination
shall not relieve the Sponsor from liability for any breach of this letter
agreement prior to its termination, and
provided further that paragraph 2 of this letter agreement shall survive a
termination pursuant to clause (ii).


          This
letter agreement constitutes the entire agreement and understanding between the
parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings (whether written or oral) between the parties
relating to such subject matter. None of the parties shall be liable or bound
to any other party in any manner by any 


4






representations
and warranties or covenants relating to such subject matter except as
specifically set forth herein.


          This
letter agreement shall be governed by and construed in accordance with the laws
of the State of New York, without regard to the principles of conflicts of laws
thereof. 


          No
term or provision of this letter agreement may be amended, changed, waived,
altered or modified except by written instrument executed and delivered by the
party against whom such amendment, change, waiver, alteration or modification
is to be enforced.


	
 

	
 

	
 

	
 


	
 

	
TRIAN ACQUISITION I, LLC

	
 


	
 

	
 

	
 


	
 

	
By:   

	
/s/ Edward P. Garden

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name: Edward P. Garden

	
 


	
 

	
 

	
Title: Member

	
 








	
 

	
 

	
 

	
 


	
 

	
Accepted and
 agreed:

	
 


	
 

	
 

	
 

	
 


	
 

	
TRIAN ACQUISITION I CORP.

	
 


	
 

	
 

	
 

	
 


	
 

	
By:   

	
Edward P. Garden

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name: Edward P. Garden

	
 


	
 

	
 

	
Title: President and Chief Executive Officer

	
 




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ACCEPTED AND
 AGREED:

	
 


	
 

	
 

	
 


	
 

	
DEUTSCHE BANK SECURITIES INC.


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Bradley Miller

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name: Bradley Miller

	
 


	
 

	
 

	
Title: Managing Director

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ John Shaw

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name: John Shaw

	
 


	
 

	
 

	
Title: Director

	
 


	
 

	
 

	
 

	
 


	
 

	
ACCEPTED AND
 AGREED:

	
 


	
 

	
 

	
 


	
 

	
MERRILL LYNCH, PIERCE, FENNER & SMITH

 INCORPORATED


	
 


	
 

	
By:

	
/s/ Thomas Reilly

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name: Thomas Reilly

	
 


	
 

	
 

	
Title: Vice President

	
 





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