80,000,000 Units TRIAN ACQUISITION I CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2008 • Trian Acquisition I Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT by and between TRIAN ACQUISITION I CORP., TRIAN ACQUISITION I, LLC, TRIAN FUND MANAGEMENT, L.P. and THE OTHER PERSONS NAMED HEREINRegistration Rights Agreement • January 29th, 2008 • Trian Acquisition I Corp. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of January 29, 2008, by and between Trian Acquisition I Corp. (the “Company”), Trian Acquisition I, LLC (the “Sponsor”), Trian Fund Management, L.P. (“Trian Fund Management”), the persons listed in Schedule I hereto (the “Initial Holders”) and any Permitted Transferee (as defined below) who hereafter becomes a party to this Agreement as contemplated by Section 6.2 of this Agreement (each such party who holds Registrable Securities (as defined below), a “Holder” and, collectively, the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENT by and between TRIAN ACQUISITION I CORP. and WILMINGTON TRUST COMPANYInvestment Management Trust Agreement • January 29th, 2008 • Trian Acquisition I Corp. • Blank checks • Delaware
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”).
Form of Second Amended and Restated Warrant Agreement] SECOND AMENDED AND RESTATED WARRANT AGREEMENT by and between TRIAN ACQUISITION I CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 16th, 2008 • Trian Acquisition I Corp. • Blank checks • New York
This SECOND AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”) is made as of January [ ], 2008, by and between Trian Acquisition I Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
CO-INVESTMENT UNIT SUBSCRIPTION AGREEMENT by and between TRIAN ACQUISITION I CORP. and TRIAN FUND MANAGEMENT, L.P.Co-Investment Unit Subscription Agreement • January 29th, 2008 • Trian Acquisition I Corp. • Blank checks • Delaware
This CO-INVESTMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of January 29, 2008, by and between Trian Acquisition I Corp., a Delaware corporation (the “Company”), and Trian Fund Management, L.P., a Delaware limited partnership (the “Purchaser”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • November 1st, 2007 • Trian Acquisition I Corp. • Delaware
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of October 29, 2007, by and between Trian Acquisition I Corp., a Delaware corporation (the “Company”), and Trian Acquisition I, LLC, a Delaware limited liability company (the “Purchaser”).
Form of Letter Agreement for Officers and Directors and Certain Other Stockholders of Trian Acquisition I Corp.]Underwriting Agreement • January 23rd, 2008 • Trian Acquisition I Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement dated as of [ ], 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.
WARRANT AGREEMENT by and between TRIAN ACQUISITION I CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 6th, 2007 • Trian Acquisition I Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of November 1, 2007, by and between Trian Acquisition I Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
SECOND AMENDED AND RESTATED WARRANT AGREEMENT by and between TRIAN ACQUISITION I CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY Dated as of January 23, 2008Warrant Agreement • January 29th, 2008 • Trian Acquisition I Corp. • Blank checks • New York
This SECOND AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”) is made as of January 23, 2008, by and between Trian Acquisition I Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
AMENDED AND RESTATED SPONSOR WARRANT PURCHASE AGREEMENTSponsor Warrant Purchase Agreement • January 4th, 2008 • Trian Acquisition I Corp. • Blank checks • Delaware
This AMENDED AND RESTATED SPONSOR WARRANT PURCHASE AGREEMENT, dated as of January 3, 2008 (this “Agreement”), is entered into by and between Trian Acquisition I Corp., a Delaware corporation (the “Company”), and Trian Acquisition I, LLC, a Delaware limited liability company (the “Sponsor”).
Form of Letter Agreement for Trian Fund Management, L.P.]Underwriting Agreement • January 23rd, 2008 • Trian Acquisition I Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement dated as of [ ], 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.
AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT by and between TRIAN ACQUISITION I CORP. andInvestment Management Trust Agreement • October 1st, 2008 • Trian Acquisition I Corp. • Blank checks • Delaware
Form of Letter Agreement for Trian Acquisition I, LLC]Underwriting Agreement • January 23rd, 2008 • Trian Acquisition I Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement dated as of [ ], 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.
Form of Investment Management Trust Agreement] INVESTMENT MANAGEMENT TRUST AGREEMENT by and between TRIAN ACQUISITION I CORP. and WILMINGTON TRUST COMPANY ____________________________________ Dated as of [ ], 2008 ____________________________________Investment Management Trust Agreement • January 4th, 2008 • Trian Acquisition I Corp. • Blank checks • Delaware
Management Letter Agreement. Separate agreements executed by Messrs. Essner, Fauser, Mossé and Schorr and Messrs. Peltz, May and Garden]Underwriting Agreement • January 29th, 2008 • Trian Acquisition I Corp. • Blank checks • New York
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.
AMENDMENT TO SECOND AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • January 29th, 2008 • Trian Acquisition I Corp. • Blank checks • New York
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”).
Form of Administrative Services Agreement] TRIAN ACQUISITION I CORP. January __, 2008Administrative Services Agreement • January 4th, 2008 • Trian Acquisition I Corp. • Blank checks • New York
Form of Indemnification Agreement] INDEMNIFICATION AGREEMENT by and among TRIAN ACQUISITION I CORP., TRIAN FUND MANAGEMENT, L.P., as Guarantor and _________________, as Indemnitee Dated as of ____________, 2007 _____________________________Indemnification Agreement • December 6th, 2007 • Trian Acquisition I Corp. • Blank checks • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ____________, 2007, by and among Trian Acquisition I Corp., a Delaware corporation (the “Company”), Trian Fund Management, L.P., a Delaware limited partnership (the “Trian Management”) and __________________ (“Indemnitee”).
Form of Letter Agreement for Trian Acquisition I, LLC]Underwriting Agreement • January 16th, 2008 • Trian Acquisition I Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement dated as of [ ], 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.
Independent Director Letter Agreement. Separate agreements executed by Messrs. Bible, Gilbert, Mandell and Smilow]Underwriting Agreement • January 29th, 2008 • Trian Acquisition I Corp. • Blank checks • New York
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.
Stockholder Letter Agreement. Separate agreements executed by Messrs. Frank, Jacoby and Rosen] January 23, 2008 Trian Acquisition I Corp. New York, New York 10017 Deutsche Bank Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated As...Underwriting Agreement • January 29th, 2008 • Trian Acquisition I Corp. • Blank checks • New York
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.
TRIAN ACQUISITION I CORP. January 23, 2008Administrative Services Agreement • January 29th, 2008 • Trian Acquisition I Corp. • Blank checks
This letter will confirm our agreement that, commencing on the closing date (the “Closing Date”) of the initial public offering of the securities of Trian Acquisition I Corp. (the “Company”) pursuant to a registration statement on Form S-1, File No. 333-147094, filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of a business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Trian Fund Management, L.P. shall make available to the Company, at 280 Park Avenue, 41st Floor, New York, New York 10017 (or any successor location of Trian Fund Management, L.P.), certain office space, utilities, secretarial support and other administrative services as may be reasonably required by the Company to carry on its business as described in the Registration Statement. In exchange therefor,
CO-INVESTMENT UNIT SUBSCRIPTION AGREEMENT by and between TRIAN ACQUISITION I CORP. and TRIAN FUND MANAGEMENT, L.P. ____________________________ Dated as of January___, 2008 ____________________________Co-Investment Unit Subscription Agreement • January 16th, 2008 • Trian Acquisition I Corp. • Blank checks • Delaware
LICENSE AGREEMENTLicense Agreement • January 2nd, 2008 • Trian Acquisition I Corp. • Blank checks • New York
This LICENSE AGREEMENT (“Agreement”) dated as of December 31, 2007 is entered into by and among Trian Fund Management, L.P., a Delaware limited partnership (“Licensor”), Trian Acquisition I Corp., a Delaware corporation (“Trian Acquisition”), and Trian Acquisition I, LLC, a Delaware limited liability company (“Trian Acquisition LLC” and, together with Trian Acquisition, “Licensees”) (each of the Licensor and each Licensee a “Party” and collectively, the “Parties”).
AMENDMENT TO UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 29th, 2008 • Trian Acquisition I Corp. • Blank checks • Delaware
This AMENDMENT to the UNIT SUBSCRIPTION AGREEMENT (this “Subscription Amendment Agreement”) is made as of January 23, 2008, by and between Trian Acquisition I Corp., a Delaware corporation (the “Company”), and Trian Acquisition I, LLC (the “Sponsor”), a Delaware limited liability company.
