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Morgan Stanley – ‘10-Q’ for 3/31/14 – ‘EX-4.1’

On:  Tuesday, 5/6/14, at 4:13pm ET   ·   For:  3/31/14   ·   Accession #:  1193125-14-184868   ·   File #:  1-11758

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/06/14  Morgan Stanley                    10-Q        3/31/14  126:40M                                    Donnelley … Solutions/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   3.28M 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     47K 
 3: EX-10.1     Material Contract                                   HTML    114K 
 4: EX-10.2     Material Contract                                   HTML    125K 
 5: EX-10.3     Material Contract                                   HTML    144K 
 6: EX-12       Statement re: Computation of Ratios                 HTML     79K 
 7: EX-15       Letter re: Unaudited Interim Financial Information  HTML     46K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     42K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     42K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     38K 
11: EX-32.2     Certification -- §906 - SOA'02                      HTML     38K 
86: R1          Document and Entity Information                     HTML     65K 
65: R2          Consolidated Statements of Financial Condition      HTML    173K 
81: R3          Consolidated Statements of Financial Condition      HTML    107K 
                (Parenthetical)                                                  
90: R4          Consolidated Statements of Income                   HTML    173K 
115: R5          Consolidated Statements of Comprehensive Income     HTML     87K  
69: R6          Consolidated Statements of Cash Flows               HTML    174K 
80: R7          Consolidated Statements of Changes in Total Equity  HTML     68K 
59: R8          Introduction and Basis of Presentation              HTML     70K 
48: R9          Significant Accounting Policies                     HTML     55K 
117: R10         Wealth Management JV.                               HTML     47K  
92: R11         Fair Value Disclosures                              HTML   1.12M 
91: R12         Securities Available for Sale                       HTML    252K 
98: R13         Collateralized Transactions                         HTML    109K 
99: R14         Variable Interest Entities and Securitization       HTML    299K 
                Activities                                                       
96: R15         Financing Receivables and Allowance for Credit      HTML    291K 
                Losses                                                           
100: R16         Goodwill and Net Intangible Assets                  HTML     77K  
82: R17         Long-Term Borrowings and Other Secured Financings   HTML     62K 
87: R18         Derivative Instruments and Hedging Activities       HTML    588K 
94: R19         Commitments, Guarantees and Contingencies           HTML    166K 
125: R20         Regulatory Requirements                             HTML    119K  
109: R21         Total Equity                                        HTML    104K  
75: R22         Earnings Per Common Share                           HTML     80K 
93: R23         Interest Income and Interest Expense                HTML     61K 
78: R24         Employee Benefit Plans                              HTML     48K 
38: R25         Income Taxes                                        HTML     50K 
110: R26         Segment and Geographic Information                  HTML    145K  
121: R27         Equity Method Investments                           HTML     50K  
53: R28         Subsequent Events                                   HTML     52K 
52: R29         Significant Accounting Policies (Policy)            HTML     55K 
57: R30         Fair Value Disclosures (Tables)                     HTML   1.03M 
58: R31         Securities Available for Sale (Tables)              HTML    243K 
60: R32         Collateralized Transactions (Tables)                HTML     95K 
27: R33         Variable Interest Entities and Securitization       HTML    254K 
                Activities (Tables)                                              
107: R34         Financing Receivables and Allowance for Credit      HTML    270K  
                Losses (Tables)                                                  
73: R35         Goodwill and Net Intangible Assets (Tables)         HTML     71K 
76: R36         Long-Term Borrowings and Other Secured Financings   HTML     55K 
                (Tables)                                                         
43: R37         Derivative Instruments and Hedging Activities       HTML    540K 
                (Tables)                                                         
124: R38         Commitments, Guarantees and Contingencies (Tables)  HTML    109K  
18: R39         Regulatory Requirements (Tables)                    HTML     74K 
62: R40         Total Equity (Tables)                               HTML     81K 
114: R41         Earnings Per Common Share (Tables)                  HTML     77K  
40: R42         Interest Income and Interest Expense (Tables)       HTML     60K 
51: R43         Employee Benefit Plans (Tables)                     HTML     47K 
56: R44         Segment and Geographic Information (Tables)         HTML    141K 
66: R45         Introduction and Basis of Presentation (Details)    HTML     50K 
26: R46         Wealth Management JV. (Details)                     HTML     51K 
47: R47         Fair Value Disclosures (Assets and Liabilities      HTML    275K 
                Measured at Fair Value on a Recurring Basis)                     
                (Details)                                                        
20: R48         Fair Value Disclosures (Changes in Level 3 Assets   HTML    220K 
                and Liabilities Measured at Fair Value on a                      
                Recurring Basis) (Details)                                       
112: R49         Fair Value Disclosures (Quantitative Information    HTML    235K  
                about and Sensitivity of Significant Unobservable                
                Inputs Used in Recurring Level 3 Fair Value                      
                Measurements) (Details)                                          
39: R50         Fair Value Disclosures (Fair Value of Investments   HTML     87K 
                that Calculate Net Asset Value) (Details)                        
108: R51         Fair Value Disclosures (Net Gains (Losses) Due to   HTML     49K  
                Changes in Fair Value for Items Measured at Fair                 
                Value Pursuant to the Fair Value Option Election)                
                (Details)                                                        
44: R52         Fair Value Disclosures (Short-term and Long-term    HTML     44K 
                Borrowings) (Details)                                            
63: R53         Fair Value Disclosures (Gains (Losses) Due to       HTML     40K 
                Changes in Instrument Specific Credit Risk)                      
                (Details)                                                        
19: R54         Fair Value Disclosures (Net Difference between      HTML     49K 
                Contractual Principal Amount and Fair Value)                     
                (Details)                                                        
23: R55         Fair Value Disclosures (Assets Measured at Fair     HTML     96K 
                Value on a Nonrecurring Basis) (Details)                         
55: R56         Fair Value Disclosures (Financial Instruments Not   HTML    124K 
                Carried at FV) (Details)                                         
31: R57         Securities Available for Sale (Schedule of          HTML     81K 
                Available for Sale Securities) (Details)                         
118: R58         Securities Available for Sale (Schedule of          HTML     90K  
                Available for Sale Securities in an Unrealized                   
                Loss Position) (Details)                                         
71: R59         Securities Available for Sale (Schedule of          HTML    119K 
                Amortized Cost and Fair Value of Available for                   
                Sale Debt Securities by Contractual Date)                        
                (Details)                                                        
97: R60         Securities Available for Sale (Schedule of          HTML     42K 
                Proceeds of Sale of Securities Available for Sale)               
                (Details)                                                        
46: R61         Collateralized Transactions (Narrative) (Details)   HTML     44K 
49: R62         Collateralized Transactions (Balance Sheet          HTML    108K 
                Offsetting) (Details)                                            
105: R63         Collateralized Transactions (Financial Instruments  HTML     44K  
                Owned That Have Been Loaned Or Pledged To                        
                Counterparties) (Details)                                        
101: R64         Collateralized Transactions (Cash And Securities    HTML     44K  
                Deposited With Clearing Organizations Or                         
                Segregated Under Federal And Other Regulations Or                
                Requirements) (Details)                                          
74: R65         Variable Interest Entities and Securitization       HTML     58K 
                Activities (Narrative) (Details)                                 
103: R66         Variable Interest Entities and Securitization       HTML     46K  
                Activities (Consolidated VIEs) (Details)                         
45: R67         Variable Interest Entities and Securitization       HTML     97K 
                Activities (Non-Consolidated VIEs) (Details)                     
79: R68         Variable Interest Entities and Securitization       HTML     77K 
                Activities (Transfers of Assets with Continuing                  
                Involvement 1) (Details)                                         
120: R69         Variable Interest Entities and Securitization       HTML     69K  
                Activities (Transfers of Assets with Continuing                  
                Involvement 2) (Details)                                         
22: R70         Variable Interest Entities and Securitization       HTML     46K 
                Activities (Failed Sales) (Details)                              
37: R71         Variable Interest Entities and Securitization       HTML     59K 
                Activities (Mortgage Servicing Activities)                       
                (Details)                                                        
64: R72         Financing Receivables and Allowance for Credit      HTML    112K 
                Losses (Outstanding Loans and Credit Quality)                    
                (Details)                                                        
29: R73         Financing Receivables and Allowance for Credit      HTML     70K 
                Losses (Impaired Loans) (Details)                                
123: R74         Financing Receivables and Allowance for Credit      HTML    120K  
                Losses (Loans and Lending-related Commitments)                   
                (Details)                                                        
41: R75         Financing Receivables and Allowance for Credit      HTML     46K 
                Losses (Employee Loans) (Details)                                
32: R76         Goodwill and Net Intangible Assets (Changes in      HTML     55K 
                Carrying Amount of Goodwill) (Details)                           
36: R77         Goodwill and Net Intangible Assets (Changes in      HTML     62K 
                Carrying Amount of Intangible Assets) (Details)                  
24: R78         Long-Term Borrowings and Other Secured Financings   HTML     44K 
                (Narratives) (Details)                                           
28: R79         Long-Term Borrowings and Other Secured Financings   HTML     51K 
                (Long-term Borrowings) (Details)                                 
88: R80         Long-Term Borrowings and Other Secured Financings   HTML     48K 
                (Other Secured Financings) (Details)                             
34: R81         Derivative Instruments and Hedging Activities       HTML     68K 
                (Other Disclosures) (Details)                                    
119: R82         Derivative Instruments and Hedging Activities       HTML    105K  
                (Components of Derivative Products) (Details)                    
61: R83         Derivative Instruments and Hedging Activities       HTML     68K 
                (Fair Value of OTC Derivatives in a Gain Position)               
                (Details)                                                        
95: R84         Derivative Instruments and Hedging Activities       HTML    211K 
                (Fair Value of Derivative Instruments Designated                 
                and Not Designated as Accounting Hedges by Type of               
                Derivative Contract on a Gross Basis) (Details)                  
102: R85         Derivative Instruments and Hedging Activities       HTML     59K  
                (Gains or Losses on Derivative Instruments,                      
                Related Hedge Items and Hedge Ineffectiveness)                   
                (Details)                                                        
33: R86         Derivative Instruments and Hedging Activities       HTML    129K 
                (Notional and Fair Value of Protection Sold and                  
                Purchased through Credit Default Swaps) (Details)                
35: R87         Commitments, Guarantees and Contingencies           HTML     74K 
                (Narrative) (Details)                                            
116: R88         Commitments, Guarantees and Contingencies           HTML     76K  
                (Commitments) (Details)                                          
30: R89         Commitments, Guarantees and Contingencies           HTML     91K 
                (Obligations under Guarantee Arrangements)                       
                (Details)                                                        
89: R90         Regulatory Requirements (Narrative) (Details)       HTML     64K 
85: R91         Regulatory Requirements (Capital Measures)          HTML     63K 
                (Details)                                                        
106: R92         Regulatory Requirements (Significant U.S. Bank      HTML     56K  
                Operating Subsidiaries' Capital) (Details)                       
84: R93         Total Equity (Narrative) (Details)                  HTML     48K 
70: R94         Total Equity (Preferred Stock) (Details)            HTML     61K 
111: R95         Total Equity (Components of Accumulated Other       HTML     56K  
                Comprehensive Income (Loss)) (Details)                           
67: R96         Earnings Per Common Share (Calculation of Basic     HTML    110K 
                and Diluted EPS) (Details)                                       
42: R97         Earnings Per Common Share (Antidilutive Securities  HTML     41K 
                Excluded from the Computation of Diluted EPS)                    
                (Details)                                                        
77: R98         Interest Income and Interest Expense (Details)      HTML     75K 
72: R99         Employee Benefit Plans (Net Periodic Benefit        HTML     54K 
                Expense) (Details)                                               
54: R100        Income Taxes (Reconciliation of the Provision for   HTML     46K 
                (Benefit from) Income Taxes and the U.S. Federal                 
                Statutory Income Tax Rate) (Details)                             
126: R101        Segment and Geographic Information (Selected        HTML    119K  
                Financial Information by Segments) (Details)                     
104: R102        Segment and Geographic Information (Assets by       HTML     43K  
                Segments) (Details)                                              
83: R103        Segment and Geographic Information (Net Revenues    HTML     43K 
                and Total Assets by Geographic Area) (Details)                   
25: R104        Equity Method Investments (Narratives) (Details)    HTML     55K 
113: R105        Subsequent Events (Details)                         HTML     77K  
122: XML         IDEA XML File -- Filing Summary                      XML    200K  
21: EXCEL       IDEA Workbook of Financial Reports                  XLSX    602K 
50: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   7.00M 
12: EX-101.INS  XBRL Instance -- ms-20140331                         XML  13.38M 
14: EX-101.CAL  XBRL Calculations -- ms-20140331_cal                 XML    432K 
15: EX-101.DEF  XBRL Definitions -- ms-20140331_def                  XML   2.60M 
16: EX-101.LAB  XBRL Labels -- ms-20140331_lab                       XML   5.14M 
17: EX-101.PRE  XBRL Presentations -- ms-20140331_pre                XML   3.40M 
13: EX-101.SCH  XBRL Schema -- ms-20140331                           XSD    547K 
68: ZIP         XBRL Zipped Folder -- 0001193125-14-184868-xbrl      Zip    689K 


‘EX-4.1’   —   Instrument Defining the Rights of Security Holders


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-4.1  

Exhibit 4.1

NINTH SUPPLEMENTAL SENIOR INDENTURE

BETWEEN

MORGAN STANLEY

AND

THE BANK OF NEW YORK MELLON

as successor to JPMorgan Chase Bank, N.A.

(formerly known as JPMorgan Chase Bank), Trustee

Dated as of March 10, 2014

SUPPLEMENTAL TO SENIOR INDENTURE DATED NOVEMBER 1, 2004.


THIS NINTH SUPPLEMENTAL SENIOR INDENTURE dated as of March 10, 2014 between MORGAN STANLEY, a Delaware corporation (the “Issuer”), and THE BANK OF NEW YORK MELLON as successor to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as trustee (the “Trustee”),

W I T N E S S E T H :

WHEREAS, the Issuer and the Trustee are parties to that certain Senior Indenture dated as of November 1, 2004 (the Indenture);

WHEREAS, the Issuer established and on March 5, 2014 issued its Medium-Term Notes, Series F, PLUS Based on the Performance of a Basket of Six Commodities due September 3, 2014 (the “Notes”);

WHEREAS, Section 8.01 of the Indenture provides that, without the consent of the Holders of any Securities, the Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may enter into indentures supplemental to the Indenture for the purpose of, among other things, correcting any provision contained therein, subject to the conditions set forth therein; provided that no such action shall adversely affect the interests of the Holders of the Securities;

WHEREAS, the Issuer desires to modify certain provisions of the Notes to correct the Maximum Payment at Maturity with respect to the Notes, which corrected Maximum Payment at Maturity shall be higher than the Maximum Payment at Maturity as originally stated and, therefore, will not adversely affect the interests of the Holders of the Notes;

WHEREAS, the entry into this Ninth Supplemental Senior Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture; and

WHEREAS, all things necessary to make this Ninth Supplemental Senior Indenture a valid indenture and agreement according to its terms have been done;

NOW, THEREFORE:

In consideration of the premises and the purchases of the Securities by the holders thereof, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Notes as follows:

 

2


ARTICLE 1

Section 1.01. Amendment of the Notes.

(i) The definition of Maximum Payment at Maturity within the Notes is hereby amended by deleting the existing definition in its entirety and inserting in lieu thereof the following:

 

Maximum Payment at Maturity    $1,200 per Stated Principal Amount (120% of the Stated Principal Amount).

SECTION 1.02. Exchange of the Notes. The Trustee is authorized to exchange the original certificate dated March 5, 2014 evidencing the Notes for the duly executed and authenticated certificate evidencing the amended terms of the Notes. Upon such exchange, the Trustee shall promptly cancel and dispose of such original Notes in accordance with Section 2.10 of the Indenture. Failure to exchange such original Notes for such amended Notes in accordance with this Section will not impair the validity of or otherwise affect the Notes, as amended.

ARTICLE 2

Miscellaneous Provisions

Section 2.01. Further Assurances. The Issuer will, upon request by the Trustee, execute and deliver such further instruments and do such further acts as may reasonably be necessary or proper to carry out more effectively the purposes of this Ninth Supplemental Senior Indenture.

Section 2.02. Other Terms of Indenture. Except insofar as herein otherwise expressly provided, all provisions, terms and conditions of the Indenture are in all respects ratified and confirmed and shall remain in full force and effect.

Section 2.03. Terms Defined. All terms defined elsewhere in the Indenture shall have the same meanings when used herein.

Section 2.04. Governing Law. This Ninth Supplemental Senior Indenture shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law.

Section 2.05. Counterparts. This Ninth Supplemental Senior Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

 

3


Section 2.06. Responsibility of the Trustee. The recitals contained herein shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Ninth Supplemental Senior Indenture.

 

4


IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental Senior Indenture to be duly executed as of March 10, 2014.

 

MORGAN STANLEY
By:  

/s/ SU-TING FU

  Name:   Su-Ting Fu
  Title:   Authorized Signatory

 

THE BANK OF NEW YORK MELLON, as TRUSTEE
By:  

/s/ SHERMA THOMAS

  Name:   Sherma Thomas
  Title:   Senior Associate

 

5


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
9/3/14424B2,  FWP
Filed on:5/6/14424B2,  FWP
For Period end:3/31/1413F-HR,  424B2,  ARS,  FWP
3/10/14424B2,  424B8,  FWP,  SC 13G/A
3/5/14FWP,  SC 13G
11/1/04
 List all Filings 


8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/26/24  Morgan Stanley                    POS AM                 5:1M                                     Davis Polk & … LLP 01/FA
 2/22/24  Morgan Stanley                    POSASR      2/22/24    6:1M                                     Davis Polk & … LLP 01/FA
 2/22/24  Morgan Stanley                    10-K       12/31/23  224:45M
11/16/23  Morgan Stanley                    S-3ASR     11/16/23   27:5.2M                                   Davis Polk & … LLP 01/FA
 2/24/23  Morgan Stanley                    10-K       12/31/22  227:50M
 2/24/22  Morgan Stanley                    10-K       12/31/21  225:51M
 2/26/21  Morgan Stanley                    10-K       12/31/20  225:50M
11/16/20  Morgan Stanley                    S-3ASR     11/16/20   23:4.8M                                   Davis Polk & … LLP 01/FA
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Filing Submission 0001193125-14-184868   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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