Exhibit 1
SYNTHETIC FIXED-INCOME SECURITIES, INC.
STRATS(SM) TRUST FOR NEWS CORPORATION SECURITIES, SERIES 2006-4
UNDERWRITING AGREEMENT
September 8, 2006
WACHOVIA CAPITAL MARKETS, LLC
RBC DAIN RAUSCHER INC
c/o Wachovia Capital Markets, LLC
One Wachovia Center
301 S. College St.
Charlotte, North Carolina 28288-0630
Ladies and Gentlemen:
Synthetic
Fixed-Income Securities, Inc. (the "Depositor"), a Delaware
corporation, proposes to form a trust (the "Trust"), which will
issue and sell a
series (a "Series") of its STRATS(SM) Certificates registered under
the
registration statement referred to in Section 1(a) hereof (the
"Certificates").
The primary assets (the "Primary Assets") of the Trust will be (i)
$33,000,000
(by aggregate liquidation amount) of $33,000,000 of 7.90% corporate
bonds due
2095 issued by News America Holdings Incorporated (now known as
News America
Inc.) (the "Underlying Securities") and (ii) all payments on, or
collections in
respect of, the Underlying Securities received after September 8,
2006, together
with any and all income, proceeds and payments with respect
thereto. The
Certificates will evidence a proportionate undivided beneficial
ownership
interest in certain distributions of the Trust. The Certificates
will be issued
by the Trust, pursuant to a Base Trust Agreement, dated as of
September 8, 2006,
(the "Base Trust Agreement") between the Depositor and U.S. Bank
Trust National
Association, as trustee (the "Trustee"), as supplemented by a
Series Supplement,
dated as of September 8, 2006 (the "Series Supplement" and,
together with the
Base Trust Agreement, the "Trust Agreement"). Wachovia Capital
Markets, LLC and
RBC Dain Rauscher Inc (collectively, the "Underwriters") pursuant
to this
agreement (the "Underwriting Agreement" or "this Agreement") are
purchasing the
Certificates set forth next to their respective names at the prices
set forth on
Schedule I hereto, except that the amount purchased by each
Underwriter may
change in accordance with Section 10 of this Underwriting
Agreement.
Capitalized terms used and not otherwise defined herein shall have
the
meanings assigned thereto in the Trust Agreement. This Underwriting
Agreement
and the Trust Agreement are referred to together herein as the
"Operative
Agreements".
SECTION 1.
Representations and Warranties of the Depositor. The Depositor
represents and warrants to, and agrees with the Underwriter
that:
(a) A Registration Statement on Form S-3 (No. 333-111858) with
respect to the Certificates (i) has been prepared by the Depositor
in conformity
with the requirements of the Securities Act of 1933, as amended
(the "Securities
Act"), and the rules and regulations (the "Rules and Regulations")
of the United
States Securities and Exchange Commission (the "Commission")
thereunder, (ii)
has been filed with the Commission under the Securities Act and
(iii) has become
effective under the Securities Act. Copies of such Registration
Statement have
been delivered by the Depositor to the Underwriters. As used in
this
Underwriting Agreement, "Effective Time" means the date and the
time as of which
such Registration Statement, or the most recent post-effective
amendment
thereto, if any, was declared effective by the Commission;
"Effective Date"
means the date of the Effective Time; "Registration Statement"
means such
registration statement, at the Effective Time, including any
documents
incorporated by reference therein at such time; and "Prospectus"
means the final
prospectus dated August 17, 2006, as supplemented by the final
prospectus
supplement dated September 8, 2006 (the "Prospectus Supplement")
relating to the
Certificates, to be filed with the Commission pursuant to
paragraphs (2), (3) or
(5) of Rule 424(b) of the Rules and Regulations. Reference made
herein to the
Prospectus shall be deemed to refer to and include any documents
incorporated by
reference therein pursuant to Item 12 of Form S-3 under the
Securities Act as of
the date of the Prospectus and any reference to any amendment or
supplement to
the Prospectus shall be deemed to refer to and include any document
filed under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the
date of such Prospectus, as the case may be, and incorporated by
reference in
such Prospectus, as the case may be, and any reference to any
amendment to the
Registration Statement shall be deemed to include any report of the
Depositor
filed with the Commission pursuant to Section 13(a) or 15(d) of the
Exchange Act
after the Effective Time that is incorporated by reference in the
Registration
Statement. The Commission has not issued any order preventing or
suspending the
use of the Prospectus. There are no contracts or documents of the
Depositor
which are required to be filed as exhibits to the Registration
Statement
pursuant to the Securities Act or the Rules and Regulations which
have not been
so filed or incorporated by reference therein on or prior to the
Effective Date
of the Registration Statement. The conditions for use of Form S-3,
as set forth
in the General Instructions thereto, have been satisfied.
(b) The Registration Statement conforms, and the Prospectus and
any
further amendments or supplements to the Registration Statement or
the
Prospectus will, when they become effective or are filed with the
Commission, as
the case may be, conform in all respects to the requirements of the
Securities
Act and the Rules and Regulations. The Registration Statement, as
of the
Effective Date thereof and of any amendment thereto, did not
contain an untrue
statement of a material fact or omit to state a material fact
required to be
stated therein or necessary to make the statements therein not
misleading. The
Prospectus as of its date, and as amended or supplemented as of the
Closing
Date, does not and will not contain any untrue statement of a
material fact or
omit to state a material fact necessary in order to make the
statements therein,
in the light of the circumstances under which they were made, not
misleading;
provided, however, that no representation or warranty is made as to
information
contained in or omitted from the Registration Statement or the
Prospectus in
reliance upon and in conformity with written information furnished
to the
Depositor in writing by any Underwriters expressly for use therein.
The only
information furnished by the Underwriters or on behalf of the
Underwriter for
use in connection with the preparation of the Registration
Statement or the
Prospectus is described in Section 8(e) hereof.
(c) The documents incorporated by reference in the Prospectus,
when
they became effective or were filed with the Commission, as the
case may be,
conformed in all material respects to the requirements of the
Securities Act or
the Exchange Act, as applicable, and the Rules and Regulations of
the Commission
thereunder, and none of such documents contained an untrue
statement of a
material fact or omitted to state a material fact required to be
stated therein
or necessary to make the statements therein not misleading; and any
further
documents so filed and incorporated by reference in the Prospectus,
when such
documents become effective or are filed with the Commission, as the
case may be,
will conform in all material respects to the requirements of the
Securities Act
or the Exchange Act, as applicable, and the rules and regulations
of the
Commission thereunder and will not contain an untrue statement of a
material
fact or omit to state a material fact required to be stated therein
or necessary
to make the statements therein not misleading.
(d) Since the respective dates as of which information is given
in
the Prospectus, there has not been any material adverse change in
the general
affairs, management, financial condition, or results of operations
of the
Depositor, otherwise than as set forth or contemplated in the
Prospectus as
supplemented or amended as of the Closing Date.
(e) The Depositor has been duly incorporated and is validly
existing
as a corporation in good standing under the laws of the State of
Delaware, is
duly qualified to do business and is in good standing as a foreign
corporation
in each jurisdiction in which its ownership or lease of property or
the conduct
of its business requires such qualification, and has all power and
authority
necessary to own or hold its properties, to conduct the business in
which it is
engaged and to enter into and perform its obligations under the
Operative
Agreements to which it is a party and to cause the Certificates to
be issued.
(f) There are no actions, proceedings or investigations pending
with
respect to which the Depositor has received service of process
before, or
threatened by, any court, administrative agency or other tribunal
to which the
Depositor is a party or of which any of its properties is the
subject (i) which
if determined adversely to the Depositor would have a material
adverse effect on
the business or financial condition of the Depositor, (ii) which
assert the
invalidity of any of the Operative Agreements to which it is a
party or the
Certificates, (iii) which seek to prevent the issuance of the
Certificates or
the consummation by the Depositor of any of the transactions
contemplated by any
of the Operative Agreements to which it is a party or (iv) which
might
materially and adversely affect the performance by the Depositor of
its
obligations under, or the validity or enforceability of any of the
Operative
Agreements to which it is a party or the Certificates.
(g) This Underwriting Agreement has been, and the Trust
Agreement
when executed and delivered as contemplated hereby and thereby,
will have been,
duly authorized, executed and delivered by the Depositor, and this
Underwriting
Agreement constitutes, and the Trust Agreement when executed and
delivered as
contemplated herein, will constitute, legal, valid and binding
instruments
enforceable against the Depositor in accordance with their
respective terms,
subject as to enforceability to (i) applicable bankruptcy,
reorganization,
insolvency, moratorium or other similar laws affecting creditors'
rights
generally, (ii) general principles of equity (regardless of whether
enforcement
is sought in a proceeding in equity or at law), and (iii) with
respect to rights
of indemnity under this Underwriting Agreement and the Trust
Agreement,
limitations of public policy under applicable securities laws.
(h) The execution, delivery and performance by the Depositor of
the
Operative Agreements to which it is a party and the consummation of
the
transactions contemplated hereby and thereby, and the issuance and
delivery of
the Certificates do not and will not conflict with or result in a
breach or
violation of any of the terms or provisions of, or constitute a
default under,
any indenture, mortgage, deed of trust, loan agreement or other
agreement or
instrument to which the Depositor is a party, by which the
Depositor is bound or
to which any of the properties or assets of the Depositor or any of
its
subsidiaries is subject, which breach or violation would have a
material adverse
effect on the business, operations or financial condition of the
Depositor, nor
will such actions result in any violation of the provisions of the
Certificate
of Incorporation or By-Laws of the Depositor or any statute or any
order, rule
or regulation of any court or governmental agency or body having
jurisdiction
over the Depositor or any of its properties or assets, which breach
or violation
would have a material adverse effect on the business, operations or
financial
condition of the Depositor.
(i) When the Certificates are duly and validly executed and
authenticated by the Trustee and delivered in accordance with the
Trust
Agreement, the Certificates will be duly and validly issued and
outstanding and
entitled to the benefits and security afforded by the Trust
Agreement.
(j) No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body
of the United
States is required for the issuance of the Certificates and the
sale of the
Certificates to the Underwriters, or the consummation by the
Depositor of the
other transactions contemplated by the Operative Agreements, except
such
consents, approvals, authorizations, registrations or
qualifications as may be
required under state securities or blue sky laws in connection with
the purchase
and distribution of the Certificates by the Underwriters or as have
been
obtained.
(k) The Depositor possesses all material licenses,
certificates,
authorities or permits issued by the appropriate state, federal or
foreign
regulatory agencies or bodies necessary to conduct the business now
conducted by
it and as described in the Prospectus, and the Depositor has not
received notice
of any proceedings relating to the revocation or modification of
any such
license, certificate, authority or permit which if decided
adversely to the
Depositor would, singly or in the aggregate, materially and
adversely affect the
conduct of its business, operations or financial condition.
(l) At the time of execution and delivery of the Trust
Agreement,
the Depositor will: (i) be the sole beneficial owner of the Primary
Assets being
transferred to the Trustee pursuant thereto, free and clear of any
lien,
mortgage, pledge, charge, encumbrance, adverse claim or other
security interest
(collectively, "Liens"); (ii) not have assigned to any Person any
of its right
or title in the Primary Assets, in the Trust Agreement or in the
Certificates
being issued; and (iii) have the power and authority to sell its
interest in the
Primary Assets to the Trust and to sell the Certificates to the
Underwriters.
Upon execution and delivery of the Trust Agreement by the Trustee,
the Trust
will have acquired beneficial ownership of all of the Depositor's
right, title
and interest in and to the Primary Assets. Upon delivery to the
Underwriters of
the Certificates, the Underwriters will have good title to the
Certificates,
free and clear of any Liens.
(m) As of the Closing Date, the Primary Assets included in the
related Trust will meet the eligibility criteria described in the
Prospectus and
will conform in all material respects to the descriptions thereof
contained in
the Prospectus.
(n) Neither the Depositor nor the Trust created by the Trust
Agreement is an "investment company" within the meaning of such
term under the
Investment Company Act of 1940 (the "1940 Act") and the Rules and
Regulations of
the Commission thereunder.
(o) At the Closing Date, the Certificates and the Trust
Agreement
will conform in all material respects to the descriptions thereof
contained in
the Prospectus.
(p) At the Closing Date, the Certificates will have been rated
at
least "A+" by Standard & Poor's Ratings Services, a division of
The McGraw-Hill
Companies, Inc. ("S&P" or the "Rating Agency").
(q) Any taxes, fees and other governmental charges in
connection
with the execution, delivery and issuance of the Operative
Agreements and the
Certificates have been paid or will be paid at or prior to the
Closing Date.
(r) At the Closing Date, each of the representations and
warranties
of the Depositor set forth in the Trust Agreement will be true and
correct in
all material respects.
Any
certificate signed by an officer of the Depositor and delivered to
the
Underwriters or counsel for the Underwriters in connection with an
offering of
the Certificates shall be deemed to be a representation and
warranty as to the
matters covered thereby to each person to whom the representations
and
warranties in this Section 1 are made.
SECTION 2.
Purchase and Sale. The commitment of the Underwriters to
purchase the Certificates pursuant to this Underwriting Agreement
shall be
deemed to have been made on the basis of the representations and
warranties
herein contained and shall be subject to the terms and conditions
herein set
forth. The Depositor agrees to instruct the Trustee to issue the
Certificates
and agrees to sell to the Underwriters, and the Underwriters
severally agree
(except as provided in Sections 10 and 11) to purchase from the
Depositor, the
aggregate number of the Certificates at the purchase price or
prices set forth
in Schedule I, except that the amount purchased by each Underwriter
may change
in accordance with Section 10 of this Underwriting Agreement.
SECTION 3.
Delivery and Payment. Delivery of and payment for the
Certificates to be purchased by the Underwriters shall be made at
the offices of
Cadwalader, Wickersham & Taft LLP, One World Financial Center,
New York, New
York 10281 or at such other place as shall be agreed upon by the
Underwriters
and the Depositor at 10:00 a.m., New York time on September 8,
2006, or at such
other time or date as shall be agreed upon in writing by the
Underwriters and
the Depositor (such date being referred to as the "Closing Date").
Payment shall
be made to the Depositor by wire transfer of same day funds payable
to the
account of the Depositor. Delivery of the Certificates shall be
made to the
Underwriters for the accounts of the Underwriters against payment
of the
purchase price thereof. The Certificates shall be in such
authorized
denominations and registered in such names as the Underwriters may
request in
writing at least two business days prior to the Closing Date. The
Certificates
will be made available for examination by the Underwriters no later
than 2:00
p.m. New York City time on the first business day prior to the
Closing Date.
SECTION 4.
Offering by the Underwriters. It is understood that, subject to
the terms and conditions hereof, the Underwriters proposes to offer
the
Certificates for sale to the public as set forth in the
Prospectus.
SECTION 5.
Covenants of the Depositor. The Depositor agrees as follows:
(a) To prepare the Prospectus in a form approved by the
Underwriters
and to file such Prospectus pursuant to Rule 424(b) under the
Securities Act not
later than the Commission's close of business on the second
business day
following the availability of the Prospectus to the Underwriters
and to make no
further amendment or any supplement to the Registration Statement
or to the
Prospectus prior to the Closing Date except as permitted herein; to
advise the
Underwriters, promptly after it receives notice thereof, of the
time when any
amendment to the Registration Statement has been filed or becomes
effective
prior to the Closing Date or any supplement to the Prospectus or
any amended
Prospectus has been filed prior to the Closing Date and to furnish
the
Underwriters with copies thereof; to file promptly all reports and
any
definitive proxy or information statements required to be filed by
the Depositor
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
of the
Exchange Act subsequent to the date of the Prospectus and, for so
long as the
delivery of a prospectus is required in connection with the
offering or sale of
the Certificates to advise the Underwriters promptly of its receipt
of notice of
the issuance by the Commission of any stop order or of: (i) any
order preventing
or suspending the use of the Prospectus; (ii) the suspension of
the
qualification of the Certificates for offering or sale in any
jurisdiction;
(iii) the initiation of or threat of any proceeding for any such
purpose; (iv)
any request by the Commission for the amending or supplementing of
the
Registration Statement or the Prospectus or for additional
information. In the
event of the issuance of any stop order or of any order preventing
or suspending
the use of the Prospectus or suspending any such qualification, the
Depositor
promptly shall use its best efforts to obtain the withdrawal of
such order by
the Commission.
(b) To furnish promptly to the Underwriters and to counsel for
the
Underwriters a signed copy of the Registration Statement as
originally filed
with the Commission, and of each amendment thereto filed with the
Commission,
including all consents and exhibits filed therewith.
(c) To deliver promptly to the Underwriters such number of the
following documents as the Underwriters shall reasonably request:
(i) conformed
copies of the Registration Statement as originally filed with the
Commission and
each amendment thereto (in each case including exhibits); (ii) the
Prospectus
and any amended or supplemented Prospectus; and (iii) any document
incorporated
by reference in the Prospectus (including exhibits thereto). If the
delivery of
a prospectus is required at any time in connection with the
offering or sale of
the Certificates, and if at such time any events shall have
occurred as a result
of which the Prospectus as then amended or supplemented would
include any untrue
statement of a material fact or omit to state any material fact
necessary in
order to make the statements therein, in light of the circumstances
under which
they were made when such Prospectus is delivered, not misleading,
or, if for any
other reason it shall be necessary during the same period to amend
or supplement
the Prospectus or to file under the Exchange Act any document
incorporated by
reference in the Prospectus in order to comply with the Securities
Act or the
Exchange Act, the Depositor shall notify the Underwriter and, upon
the
Underwriter's request, shall file such document and prepare and
furnish without
charge to the Underwriters and to any dealer in securities as many
copies as the
Underwriters may from time to time reasonably request of an amended
Prospectus
or a supplement to the Prospectus which corrects such statement or
omission or
effects such compliance.
(d) To file promptly with the Commission any amendment to the
Registration Statement or the Prospectus or any supplement to the
Prospectus
that may, in the judgment of the Depositor or the Underwriter, be
required by
the Securities Act or requested by the Commission.
(e) To furnish the Underwriters and counsel for the
Underwriters,
prior to filing with the Commission, and to obtain the consent of
the
Underwriters for the filing of the following documents relating to
the
Certificates: any (i) amendment to the Registration Statement or
supplement to
the Prospectus, or document incorporated by reference in the
Prospectus, or (ii)
Prospectus pursuant to Rule 424 of the Rules and Regulations.
(f) To make generally available to holders of the Certificates
as
soon as practicable, but in any event not later than ninety
(90)
