0000930413-09-003703 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • July 17th, 2009 • Trian Capital Corp • New York

AGREEMENT, dated as of July 13, 2009 between Trian Capital Corporation (the “Company”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

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FORM OF LICENSE AGREEMENT
License Agreement • July 17th, 2009 • Trian Capital Corp • New York

This TRADEMARK LICENSE AGREEMENT (“Agreement”) dated as of the ____ day of _______, 2009 (the “Effective Date”) is entered into by and between Trian Fund Management, L.P. (the “Licensor”) and Trian Capital Corporation, a corporation incorporated under the laws of the State of Maryland (“Licensee”) (each of the Licensor and the Licensee a “Party” and collectively, the “Parties”).

FORM OF SUB- ADVISORY INVESTMENT MANAGEMENT AGREEMENT
Sub- Advisory Investment Management Agreement • July 17th, 2009 • Trian Capital Corp • New York

This Sub-Advisory Investment Management Agreement (this “Agreement”) is entered into as of ______, 2009 by and among TRIAN CAPITAL ADVISERS, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Adviser”), TRIMARAN CREDIT MANAGERS BDC LP, a newly organized limited partnership duly organized and existing under the laws of the State of Delaware (the “Sub-Adviser”), and TRIAN CAPITAL CORPORATION, a company duly organized and existing under the laws of the State of Maryland (the “Corporation”).

FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • July 17th, 2009 • Trian Capital Corp • New York

AGREEMENT (this “Agreement”) made as of _______, 2009 by and between Trian Capital Corporation, a Maryland corporation (hereinafter referred to as the “Corporation”), and Trian Capital Administration, LLC, a Delaware limited liability company, (hereinafter referred to as the “Administrator”).

FORM OF INVESTMENT MANAGEMENT AGREEMENT BETWEEN TRIAN CAPITAL CORPORATION AND TRIAN CAPITAL ADVISERS, LLC
Investment Management Agreement • July 17th, 2009 • Trian Capital Corp • New York

Agreement made this ___ day of ______ 2009, by and between TRIAN CAPITAL CORPORATION, a Maryland corporation (the “Corporation”), and TRIAN CAPITAL ADVISERS, LLC, a Delaware limited liability company (the “Adviser”).

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