EXHIBIT 10.8


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. 


          In
connection with the Initial Public Offering, the undersigned will enter into a
letter agreement with Deutsche Bank and Merrill Lynch pursuant to which the
undersigned will agree to place limit orders (or to cause Trian Partners to
place limit orders) for up to $75,000,000 of shares of Common Stock (the “Aftermarket
Shares”) for a period commencing two business days after the Company files
a preliminary proxy statement relating to its Business Combination (as defined
in the Company’s Amended and Restated Certificate of Incorporation in effect on
the date hereof (the “Certificate of Incorporation”)) and ending on the
business day immediately preceding the record date for the meeting of
stockholders at which the Business Combination is to be approved (for purposes
of this Agreement, “Trian Partners” means the undersigned and its Affiliates
(as defined below), together with the funds and accounts the undersigned and
its Affiliates manage).


          In
addition, in connection with the Initial Public Offering, the undersigned will
enter into a Co-Investment Unit Subscription Agreement with the Company
pursuant to which the undersigned will agree to purchase and acquire from the
Company (or cause Trian Partners to






purchase and
acquire) such number of Units (the “Co-Investment Units”) as may be
acquired at a price of $10.00 per unit using the remaining portion, if any, of
the $75,000,000 that has not been used by Trian Partners to purchase
Aftermarket Shares.


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


          1.
Approval of Business Combination or Extension Period. The undersigned
agrees that in connection with any vote of the stockholders of the Company on
(i) a proposed amendment to the Certificate of Incorporation to extend the time
period within which the Company must consummate a Business Combination to up to
30 months or (ii) a proposed Business Combination, it will vote any Aftermarket
Shares it has acquired in favor of such extension or Business Combination and
will not exercise conversion rights (as described in the Certificate of
Incorporation) in respect of any such Aftermarket Shares. The undersigned
further agrees that in connection with a stockholder vote to approve a proposed
Business Combination, it will vote any such Aftermarket 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. 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 undersigned 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
shares sold in the Initial Public Offering 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. 


          3.
Transfer Restrictions. The undersigned will not assign, alienate,
pledge, attach, sell or otherwise transfer or encumber (each, a “transfer”),
directly or indirectly, any Aftermarket Shares, any Co-Investment Units or any shares of Common Stock or
Warrants included in the Co-Investment 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 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, Trian 


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Acquisition I,
LLC (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.



          4.
Liability for Certain Claims. The undersigned agrees that it will be
liable to ensure that the proceeds in the Trust Account are not reduced by
(and, only to the extent necessary to ensure that amounts in the Trust Account
are not reduced, to hold the Company harmless against any and all losses,
liabilities, claims, damages and expenses whatsoever (including, but not
limited to, any and all legal or other expenses reasonably incurred in
investigating, preparing or defending against any litigation, whether pending
or threatened, or any claim whatsoever) in respect of) (i) the
claims of any vendors, service providers (including, but not limited to,
lawyers, accountants, investment bankers and lenders) or other entities that
are owed money by the Company for services rendered or contracted for, products
sold or debt or other financing provided or (ii) claims of any prospective
target businesses (or their affiliates) for fees and expenses of third parties
that the Company agrees in writing to pay in the event the Company does not
consummate a Business Combination with such target businesses, in each case to
the extent the Company does not have working capital outside the Trust Account
(including amounts available for release) sufficient to cover such claims; provided
that such obligation shall not apply to (A) any claimed amounts owed to a third
party who has executed a waiver of any right, title, interest or claim of any
kind in or to the Trust Account (even if such waiver is subsequently found to be
invalid and unenforceable) or (B) any claims against the Company made pursuant
to the Underwriting Agreement, including any claims for indemnities or
contribution. The undersigned will have the right to defend against any claims
covered by this paragraph 4 with counsel of its choice provided that it
notifies the Company in writing that it will undertake such defense. Any
amounts payable by the undersigned pursuant to this paragraph 4 shall be
payable directly into the Trust Account. 


          5.
Limitation on Compensation. (a) Neither the undersigned nor any
Affiliate of the undersigned 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 the undersigned relating to the provision
of administrative services to the Company.


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                    (b)
Neither the undersigned nor any Affiliate of the undersigned will accept a
finder’s fee, consulting fee or any other compensation (other than by virtue of
ownership of the 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.


          6.
Representations and Warranties. The undersigned 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 brokerage commission or finder’s, consulting, origination or
similar fee by the undersigned with respect to the sale of the securities pursuant
to the Underwriting Agreement or any other arrangements, agreements or
understandings by the undersigned 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
undersigned 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
undersigned 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. 


          The
undersigned hereby agrees to cause any Trian Partners entity that purchases
Aftermarket Shares or Co-Investment Units to agree in writing to be bound by
paragraphs 1, 2 and 3 hereof.


          This letter agreement shall be binding on the
undersigned 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
undersigned 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 


4






termination
pursuant to clause (ii) and paragraph 4 of this letter agreement shall survive
a termination pursuant to clause (i) or (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 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. The Company shall not consent to any amendment, change, waiver,
alteration or modification to paragraph 4 of this letter agreement prior to the
consummation of a Business Combination and the dissolution of the Trust Account
in connection therewith.


[Signature Pages Follow]


 






	
 
	
 
	
 

	
TRIAN FUND MANAGEMENT, L.P.

	 

	By: Trian Fund Management GP, LLC,

       General Partner

	
 

	
By:
	
/s/ Edward P. Garden
	
 

	
 
	

	
 

	
 
	
Name: Edward P. Garden
	
 

	
 
	
Title: Member
	
 

	
 
	
 
	
 

	
Accepted and
 agreed:

	
 
	
 
	
 

	
TRIAN ACQUISITION I CORP.

	
 
	
 
	
 

	
By:
	
/s/ Greg Essner
	
 

	
 
	

	
 

	
 
	
Name: Greg Essner
	
 

	
 
	
Title: Treasurer, Chief Financial Officer

          and Assistant Secretary




 






	
 
	
 
	
 

	
 
	
 
	
 

	
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 Presient