EXHIBIT 1.1
TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST C 1998-6
TIERS CORPORATE BOND-BACKED CERTIFICATES, SERIES C 1998-6
UNDERWRITING AGREEMENT
May 21, 1998
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Ladies and Gentlemen:
1. INTRODUCTION. Structured Products Corp., a Delaware corporation
(the "Depositor"), proposes to sell to you (also referred to herein as the
"Underwriter") certain TIERS Corporate Bond-Backed Certificates, Series C 1998-6
(the "Certificates"), issued in two classes by TIERS Corporate Bond-Backed
Certificates Trust C 1998-6. The Certificates consist of $50,000,000 aggregate
Certificate Principal Balance of ZTF Class Certificates and $41,250,000
aggregate Certificate Principal Balance of Amortizing Class Certificates. The
property of the Trust will consist principally of $50,000,000 aggregate
principal amount of 7.40% due August 1, 2097 (the "Term Assets") issued by
Chrysler Corporation (the "Term Assets Issuer"), having the characteristics
described in a prospectus dated February 19, 1997 and a supplement thereto dated
July 15, 1997 (together, the "Term Assets Prospectus"). The Certificates will be
issued pursuant to the Base Trust Agreement dated as of May 21, 1998, as
supplemented by the Series C 1998-6 Supplement dated as of May 21, 1998
(collectively, as amended and supplemented from time to time, the "Trust
Agreement"), between the Depositor, as depositor, and U.S. Bank Trust National
Association, as trustee (the "Trustee"). Capitalized terms used and not
otherwise defined herein shall have the meanings given to them in the Trust
Agreement.
2. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR. The Depositor
represents and warrants to, and agrees with you that:
(a) The Depositor meets the requirements for use of Form S-3 under the
Securities Act of 1933, as amended (the "Act"), and has filed with the
Securities and Exchange Commission (the "Commission") a registration statement
(Registration No. 33-55860) under the Act on such Form, including a related
preliminary prospectus and prospectus supplement. The Depositor may have filed
one or more amendments thereto, including the related preliminary prospectus,
each of which amendments has previously been furnished to you. The Depositor
will next file with the Commission either (i) a final prospectus in accordance
with Rules 430A and 424(b)(1) or 424(b)(4) under the Act or (ii) a final
prospectus in accordance with Rules 415 and 424(b)(2) or 424(b)(5) under the
Act. As filed, such final prospectus shall include all Rule 430A Information
and, except to the extent that you shall agree in writing to a modification,
shall be in all substantive respects in the form furnished to you prior to the
Execution Time (as defined herein) or, to the extent not completed at the
Execution Time, shall contain only such specific additional information and
other changes (beyond that contained in the latest Preliminary Prospectus (as
defined herein) which has previously been furnished to you) as the Depositor has
advised you, prior to the Execution Time, will be included or made therein. If
the Registration Statement (as defined herein) contains the undertaking
specified by Item 512(a) of Regulation S- K, the Registration Statement, at the
Execution Time, meets the requirements set forth in Rule 415(a)(1)(x).
For purposes of this Agreement, "Effective Time" means the date and
time as of which such registration statement, or the most recent post-effective
amendment thereto, if any, was declared effective by the Commission, and
"Effective Date" means the date of the Effective Time. Such registration
statement, as amended at the Effective Time, including all information deemed to
be a part of such registration statement as of the Effective Time pursuant to
Rule 430A(b) under the Act, and including the exhibits thereto and any material
incorporated by reference therein, is hereinafter referred to as the
"Registration Statement", and the form of prospectus relating to the
Certificates, as first filed with the Commission pursuant to and in accordance
with Rule 424(b) under the Act or, if no filing pursuant to Rule 424(b) is
required, as included in the Registration Statement at the Effective Date, is
hereinafter referred to as the "Prospectus". "Execution Time" shall mean the
date and time that this Agreement is executed and delivered by the parties
hereto. "Preliminary Prospectus" shall mean the preliminary prospectus referred
to in the preceding paragraph and the preliminary prospectus, if any, included
in the Registration Statement which at the Effective Date omits Rule 430A
Information. "Rule 430A Information" means information with respect to the
Certificates and the offering of the Certificates permitted to be omitted from
the Registration Statement when it becomes effective pursuant to Rule 430A.
"Rule 415", "Rule 424", "Rule 430A" and "Regulation S-K" refer to such rules or
regulations under the Act. Any reference herein to the Registration Statement, a
Preliminary Prospectus or the Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein pursuant to Item 12 of Form S-3,
which were filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on or before the Effective Date of the Registration Statement
or the issue date of such Preliminary Prospectus or the Prospectus, as the case
may be; and any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration Statement, any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include the filing
of any document under the Exchange Act after the Effective Date of the
Registration Statement, or the issue date of any Preliminary Prospectus or the
Prospectus, as the case may be, deemed to be incorporated therein by reference.
(b) On the Effective Date and on the date of this Agreement, the
Registration Statement did or will, and, when the Prospectus is first filed (if
required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus
(and any supplements thereto) will, comply in all material respects with the
applicable requirements of the Act and the Exchange Act and the respective rules
and regulations of the Commission thereunder (the "Rules and Regulations"); on
the Effective Date, the Registration Statement did not or will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements therein not
misleading; and, on the Effective Date, the Prospectus, if not filed pursuant to
Rule 424(b), did not or will not, and on the date of any filing pursuant to Rule
424(b) and on the Closing Date, the Prospectus (together with any supplement
thereto) will not include any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statement therein, in light
of the circumstances under which they were made, not misleading; PROVIDED,
HOWEVER, that the Depositor makes no representation or warranty as to the
information contained in or omitted from the Registration Statement or the
Prospectus (or any supplement thereto) in reliance upon and in conformity with
information furnished in writing to the Depositor by you specifically for use in
connection with preparation of the Registration Statement or the Prospectus (or
any supplement thereto). As of the Closing Date, the Depositor's representations
and warranties in the Trust Agreement will be true and correct.
(c) This Agreement has been duly authorized, executed and delivered by
the Depositor.
(d) The assignment and delivery of the Term Assets to the Trust as of
the Closing Date will vest in the Trust all the right, title and interest
therein, subject to no prior lien, mortgage, security interest, pledge, adverse
claim, charge or other encumbrance, except as permitted by the Trust Agreement.
3. PURCHASE, SALE AND DELIVERY OF THE CERTIFICATES. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Depositor agrees to sell to you,
and you agree to purchase from the Depositor, the ZTF Class Certificates at
25.839% of the Certificate Principal Balance thereof, and the Amortizing Class
Certificates at 99.80% of the initial Certificate Principal Balance thereof plus
accrued interest, if any, calculated at an annual rate of 6.60% compounded
semiannually. The Depositor agrees to provide the Affiliate Exchange Right (as
such term is defined in the Trust Agreement) to you as additional underwriting
compensation. Delivery of and payment for the Certificates shall be made at the
office of Stroock & Stroock & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, on or about May 21, 1998, or such other date as the parties may agree
(the "Closing Date"). Delivery of the Certificates shall be made against payment
of the purchase price in immediately available funds drawn to the order of the
Depositor. The Certificates to be so delivered will be initially represented by
one or more Certificates registered in the name of CEDE & Co., the nominee of
The Depository Trust Company ("DTC"). The interests of beneficial owners of the
Certificates will be represented by book entries on the records of DTC and
participating members thereof. Definitive Certificates will be available only
under limited circumstances.
4. OFFERING BY THE UNDERWRITER. It is understood that, after the
Registration Statement becomes effective, you propose to offer the Certificates
for sale to the public (which may include selected dealers), as set forth in the
Prospectus.
5. COVENANTS OF THE DEPOSITOR. The Depositor covenants and agrees with
you that:
(a) The Depositor will use its best efforts to cause the Registration
Statement, and any amendment thereto, if not effective at the Execution Time, to
become effective. Prior to the termination of the offering of the Certificates,
the Depositor will not file any amendment of the Registration Statement or
supplement to the Prospectus unless the Depositor has furnished you a copy for
your review prior to filing and will not file any such proposed amendment or
supplement to which you reasonably object. Subject to the foregoing sentence, if
the Registration Statement has become or becomes effective pursuant to Rule
430A, or filing of the Prospectus is otherwise required under Rule 424(b), the
Depositor will file the Prospectus, properly completed, and any supplement
thereto, with the Commission pursuant to and in accordance with the applicable
paragraph of Rule 424(b) within the time period prescribed thereby and will
provide evidence satisfactory to you of such timely filing.
(b) The Depositor will advise you promptly of any proposal to amend or
supplement the Registration Statement as filed or the related Prospectus and
will not effect such amendment or supplement without your consent, which consent
will not unreasonably be withheld; the Depositor will also advise you promptly
of any request by the Commission for any amendment of or supplement to the
Registration Statement or the Prospectus or for any additional information; and
the Depositor will also advise you promptly of the effectiveness of the
Registration Statement, of any amendment of or supplement to the Registration
Statement or the Prospectus and of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
institution or threat of any proceeding for that purpose, and the Depositor will
use its best efforts to prevent the issuance of any such stop order and to
obtain as soon as possible the lifting of any issued stop order.
(c) If, at any time when a prospectus relating to the Certificates is
required to be delivered under the Act, any event occurs as a result of which
the Prospectus as then amended or supplemented would include an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, or if it is necessary at any time to amend the Registration
Statement or supplement the Prospectus to comply with the Act, the Exchange Act
or the Rules and Regulations, the Depositor promptly will notify you and will
prepare and file, or cause to be prepared and filed, with the Commission,
subject to the second sentence of paragraph (a) of this Section 5, an amendment
or supplement which will correct such statement or omission, or an amendment or
supplement which will effect such compliance. Any such filing shall not operate
as a waiver or limitation of any right of the Underwriter hereunder.
(d) As soon as practicable, but not later than sixteen months after
the original effective date of the Registration Statement, the Depositor will
cause the Trust to make generally available to Certificateholders an earnings
statement of the Trust covering a period of at least twelve months beginning
after the Effective Date of the Registration Statement which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under the Act.
(e) The Depositor will furnish to you copies of the Registration
Statement (one of which will include all exhibits), each related Preliminary
Prospectus, the Prospectus and all amendments and supplements to such documents,
in each case as soon as available and in such quantities as you request.
(f) The Depositor will arrange for the qualification of the
Certificates for sale under the laws of such jurisdictions in the United States
as you may reasonably designate and will continue such qualifications in effect
so long as required for the distribution.
(g) For a period from the date of this Agreement until the retirement
of the Certificates, or until such time as you shall cease to maintain a
secondary market in the Certificates, whichever occurs first, the Depositor will
deliver to you the annual statements of compliance and the annual independent
certified public accountants' reports furnished to the Trustee pursuant to the
Trust Agreement, as soon as such statements and reports are furnished to the
Trustee.
(h) So long as any of the Certificates is outstanding, the Depositor
will furnish to you (i) as soon as practicable after the end of the fiscal year
all documents required to be distributed to Certificateholders or filed with the
Commission pursuant to the Exchange Act, the Rules and Regulations thereunder or
any order of the Commission thereunder and (ii) from time to time, any other
information concerning the Depositor filed with any government or regulatory
authority which is otherwise publicly available, as you may reasonably request.
(i) On or before the Closing Date, the Depositor shall, to the extent
necessary, cause its records to be marked to show the Trust's absolute ownership
of the Term Assets, and from and after the Closing Date the Depositor shall not
take any action inconsistent with the Trust's ownership of such Term Assets,
other than as permitted by the Trust Agreement.
(j) To the extent, if any, that the rating provided with respect to
the Certificates by the rating agency or agencies that initially rate the
Certificates is conditional upon the furnishing of documents or the taking of
any other actions by the Depositor, the Depositor shall furnish such documents
and take any such other actions.
6. PAYMENT OF EXPENSES. The Depositor will pay all expenses incident
to the performance of its obligations under this Agreement, including (i) the
printing and filing of the Registration Statement as originally filed and of
each amendment thereto, (ii) the preparation of this Agreement, (iii) the
preparation, issuance and delivery of the Certificates to the Underwriter, (iv)
the fees and disbursements of the Depositor's counsel and accountants, (v) the
qualification of the Certificates under securities laws in accordance with the
provisions of Section 5(f) hereof, including filing fees and the fees and
disbursements of counsel for you in connection therewith and in connection with
the preparation of any blue sky or legal investment survey, (vi) the printing
and delivery to the Underwriter of copies of the Registration Statement as
originally filed and of each amendment thereto, (vii) the printing and delivery
to you of copies of any blue sky or legal investment survey prepared in
connection with the Certificates, (viii) any fees charged by rating agencies for
the rating of the Certificates and (ix) the fees and expenses of Stroock &
Stroock & ▇▇▇▇▇ LLP in its role as counsel to the Trust incurred as a result of
providing the opinions required by Section 7(g).
7. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITER. Your obligation
to purchase and pay for the Certificates will be subject to the accuracy of the
representations and warranties on the part of the Depositor herein, to the
accuracy of the statements of officers of the Depositor made pursuant to the
provisions hereof, to the performance by the Depositor of its obligations
hereunder and to the following additional conditions precedent:
(a) If the Registration Statement has not become effective prior to
the Execution Time, unless you agree in writing to a later time, the
Registration Statement shall have become effective not later than (i) 6:00 p.m.
New York City time on the date of determination of the public offering price, if
such determination occurred at or prior to 3:00 p.m. New York City time on such
date, or (ii) 12:00 noon New York City time on the business day following the
day on which the public offering price was determined, if such determination
occurred after 3:00 p.m. New York City time on such date.
(b) The Prospectus and any supplements thereto shall have been filed
(if required) with the Commission in accordance with the Rules and Regulations
and Section 5(a) hereof, and prior to the Closing Date, no stop order suspending
the effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or, to the knowledge of
the Depositor or you, shall be contemplated by the Commission or by any
authority administering any state securities or blue sky law.
(c) The New York Stock Exchange, Inc. ("NYSE") shall have indicated in
writing that the Amortizing Class Certificates have been approved for listing on
the NYSE effective upon notice of issuance.
(d) Subsequent to the execution and delivery of this Agreement, there
shall not have occurred (i) any change, or any development involving a
prospective change, in or affecting particularly the business or properties of
the Trust or the Depositor which, in the judgment of the Underwriter, materially
impairs the investment quality of the Certificates or makes it impractical or
inadvisable to market the Certificates; (ii) any suspension or limitation of
trading in securities generally on the NYSE, or any setting of minimum prices
for trading on such exchange; (iii) any banking moratorium declared by Federal
or New York authorities; or (iv) any outbreak or escalation of major hostilities
in which the United States is involved, any declaration of war by Congress, or
any other substantial national or international calamity or emergency if, in the
judgment of the Underwriter, the effect of any such outbreak, escalation,
declaration, calamity or emergency makes it impractical or inadvisable to
proceed with completion of the sale of and payment for the Certificates.
(e) You shall have received an opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ & ▇▇▇▇▇
LLP, counsel to the Depositor, addressed to you, dated the Closing Date and
substantially in the form of drafts to which you have previously agreed and
otherwise in form and substance satisfactory to you and your counsel.
(f) You shall have received an opinion addressed to you of Stroock &
Stroock & ▇▇▇▇▇ LLP, in its capacity as special tax counsel to the Depositor
confirming that the description of selected federal income tax consequences to
holders of the Certificates that appears in the Prospectus Supplement under the
heading "Federal Income Tax Consequences" conforms to the advice given to the
Depositor by Stroock & Stroock & ▇▇▇▇▇ LLP.
(g) You shall have received from Stroock & Stroock & ▇▇▇▇▇ LLP,
counsel to the Underwriter, such opinion or opinions, dated the Closing Date and
addressed to you, with respect to the validity of the Certificates and such
other related matters as you shall require and the Depositor shall have
furnished or caused to be furnished to such counsel such documents as they may
reasonably request for the purpose of enabling them to pass upon such matters.
(h) You shall have received an opinion addressed to you and the
Depositor of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Trustee, dated the Closing Date
and satisfactory in form and substance to you and your counsel.
(i) You shall have received certificates dated the Closing Date of
such of the principal executive, financial and accounting officers of the
Depositor as you may request, dated the Closing Date, in which such officers
shall state that, to the best of their knowledge after reasonable investigation,
(i) the representations and warranties of the Depositor contained in this
Agreement and the Trust Agreement are true and correct, that the Depositor has
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied under such agreements at or prior to the Closing Date,
that no stop order suspending the effectiveness of the Registration Statement
has been issued and no proceedings for that purpose have been instituted or are
contemplated by the Commission and (ii) subsequent to the respective dates as of
which information is given in the Registration Statement and the Prospectus, no
material adverse change, or any development involving a prospective material
adverse change, in or affecting particularly the business or properties of the
Trust or the Depositor has occurred, whether or not arising in the ordinary
course of business.
(j) The Certificates shall have been rated "A2" by ▇▇▇▇▇'▇ Investors
Service, Inc. and "A" by Standard & Poor's Ratings Group.
(k) The issuance of the Certificates shall not have resulted in a
reduction or withdrawal by any Rating Agency of the current rating of any
outstanding securities issued or originated by the Trust or the Depositor.
(l) The Depositor will provide or cause to be provided to you such
conformed copies of such opinions, certificates, letters and documents as you
reasonably request.
8. INDEMNIFICATION AND CONTRIBUTION. (i) The Depositor agrees to
indemnify and hold harmless the Underwriter, the directors, officers, employees
and agents of the Underwriter and each person, if any, who controls the
Underwriter within the meaning of the Act or the Exchange Act against any and
all losses, claims, damages or liabilities, joint or several, to which they or
any of them may become subject under the Act, the Exchange Act or federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, the Prospectus or in any
amendment thereof or supplement thereto or any related Preliminary Prospectus,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; PROVIDED, HOWEVER, that the Depositor will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Depositor by or on behalf
of the Underwriter specifically for use therein. This indemnity agreement will
be in addition to any liability which the Depositor may otherwise have.
(a) You agree to indemnify and hold harmless the Depositor, each of
the directors of the Depositor, each of the officers of the Depositor who shall
have signed the Registration Statement, and each other person, if any, who
controls the Depositor within the meaning of the Act or the Exchange Act, to the
same extent as the foregoing indemnity from the Depositor to the Underwriter,
but only with reference to written information relating to the Underwriter
furnished to the Depositor by or on behalf of the Underwriter specifically for
inclusion in the documents referred to in the foregoing indemnity. The indemnity
agreement will be in addition to any liability which the Underwriter may
otherwise have. The Depositor acknowledges that the statements set forth in the
last paragraph of the cover page and under the headings "Plan of Distribution"
in the Prospectus and "Method of Distribution" in the Prospectus Supplement
constitute the only information furnished in writing by or on behalf of the
Underwriter for inclusion in the Prospectus or the Prospectus Supplement and you
confirm that such statements are correct.
(b) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraphs (a)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); PROVIDED, HOWEVER, that such counsel shall be
satisfactory to the indemnified party. Notwithstanding the indemnifying party's
election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest, (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, (iii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of the institution of such action or (iv) the
indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect to which
indemnification or contribution may be sought thereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.
(c) In the event that the indemnity provided in paragraph (a) of this
Section 8 is unavailable to or insufficient to hold harmless an indemnified
party for any reason, the Depositor and the Underwriter agree to contribute to
the aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or defending same)
(collectively "Losses") to which the Depositor and the Underwriter may be
subject in such proportion as is appropriate to reflect the relative benefits
received by the Depositor and by the Underwriter from the offering of the
Certificates; PROVIDED, HOWEVER, that in no case shall the Underwriter be
responsible for any amount in excess of the underwriting discount or commission
applicable to the Certificates purchased hereunder. If the allocation provided
by the immediately preceding sentence is unavailable for any reason, the
Depositor and the Underwriter shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Depositor and the Underwriter. The benefits received by the
Depositor shall be deemed to be equal to the total net proceeds from the
offering (before deducting expenses), and the benefits received by the
Underwriter shall be deemed to be equal to the total underwriting discounts and
commissions. Relative fault shall be determined by reference to whether any
alleged untrue statement or omission relates to information provided by the
Depositor or the Underwriter. The Depositor and the Underwriter agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 8, each person who controls the Underwriter within the meaning of
either the Act or the Exchange Act and each director, officer, employee and
agent of the Underwriter shall have the same rights to contribution as the
Underwriter, and each person who controls the Depositor within the meaning of
either the Act or the Exchange Act, each officer of the Depositor who shall have
signed the Registration Statement and each director of the Depositor shall have
the same rights to contribution as the Depositor, subject in each case to the
applicable terms and conditions of this paragraph (c).
9. DEFAULTS OF THE UNDERWRITER. If the Underwriter defaults in its
obligations to purchase the Certificates hereunder on the Closing Date and
arrangements satisfactory to the Depositor for the purchase of such Certificates
by other persons are not made within 36 hours after such default, this Agreement
will terminate without liability on the part of the Depositor, except as
provided in Section 11. As used in this Agreement, the term "Underwriter"
includes any person substituted for the Underwriter under this Section. Nothing
herein will relieve a defaulting Underwriter from liability for its default.
10. NO BANKRUPTCY PETITION. The Underwriter covenants and agrees that,
prior to the date which is one year and one day after the payment in full of all
securities issued by the Depositor or by a trust for which the Depositor was the
depositor which securities were rated by any nationally recognized statistical
rating organization, it will not institute against, or join any other Person in
instituting against, the Depositor any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or other proceedings under any Federal or
state bankruptcy or similar law.
11. SURVIVAL OF REPRESENTATIONS AND Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Depositor or any of its officers and the Underwriter set forth in or made
pursuant to this Agreement or contained in certificates of officers of the
Depositor submitted pursuant hereto shall remain operative and in full force and
effect, regardless of any investigation or statement as to the results thereof,
made by or on behalf of the Underwriter or of the Depositor or any of their
respective representatives, officers or directors or any controlling person, and
will survive delivery of and payment for the Certificates. If for any reason the
purchase of the Certificates by the Underwriter is not consummated, the
Depositor shall remain responsible for the expenses to be paid or reimbursed by
the Depositor pursuant to Section 6 and the respective obligations of the
Depositor and the Underwriter pursuant to Section 8 shall remain in effect. If
for any reason the purchase of the Certificates by the Underwriter is not
consummated (other than because of a failure to satisfy the conditions set forth
in items (ii), (iii) and (iv) of Section 7(d)), the Depositor will reimburse the
Underwriter, upon demand, for all out-of-pocket expenses (including fees and
disbursements of counsel) reasonably incurred by it in connection with the
offering of the Certificates.
12. NOTICES. All communications hereunder will be in writing and, if
sent to the Underwriter, will be mailed, delivered or telegraphed and confirmed
to it at Seven World Trade Center, New York, N.Y. 10048; if sent to the
Depositor, will be mailed, delivered or telegraphed, and confirmed to it at
Structured Products Corp., Seven World Trade Center, Room ▇▇-▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇.▇. 10048, Attention: Secretary. Any such notice will take effect at
the time of receipt.
13. SUCCESSORS. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8, and no other
person will have any right or obligations hereunder.
14. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.
15. APPLICABLE LAW. This Agreement will be governed by, and construed
in accordance with, the internal laws of the State of New York, without giving
effect to principles of conflict of laws.
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon
it will become a binding agreement between the Depositor and the Underwriter in
accordance with its terms.
Very truly yours,
STRUCTURED PRODUCTS CORP.
By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Authorized Signatory
The foregoing Underwriting
Agreement is hereby confirmed
and accepted as of the
date first written above.
SALOMON BROTHERS INC
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Authorized Signatory
