0001068238-07-000932 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • July 31st, 2007 • Synthetic Fixed Income Securities Inc • Asset-backed securities • New York

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 consisting of a single class of Callable Certificates, Series 2007-2 in an aggregate principal amount of $31,047,000 (the "Certificates"). The primary assets (the "Primary Assets") of the Trust will be (i) $33,000,000 (by aggregate liquidation amount) of 6.613% fixed rate/floating rate trust preferred securities due 2055 issued by BNSF Funding Trust I (the "Underlying Securities") and (ii) all payments on, or collections in respect of, the Underlying Securities received after July 31, 2007, 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 wi

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WARRANT AGENT AGREEMENT
Warrant Agent Agreement • July 31st, 2007 • Synthetic Fixed Income Securities Inc • Asset-backed securities • New York
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