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Morgan Stanley – ‘10-Q’ for 6/30/12 – ‘EX-4.1’

On:  Monday, 8/6/12, at 4:10pm ET   ·   For:  6/30/12   ·   Accession #:  1193125-12-337734   ·   File #:  1-11758

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

 8/06/12  Morgan Stanley                    10-Q        6/30/12  120:39M                                    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   3.45M 
 2: EX-4.1      Eighth Supplemental Senior Indenture                HTML     55K 
 3: EX-12       Statement Re: Computation of Ratio of Earnings      HTML     78K 
 4: EX-15       Letter of Awareness From Deloitte & Touche LLP      HTML     46K 
 5: EX-31.1     Rule 13A-14(A) Certification of Chief Executive     HTML     42K 
                Officer                                                          
 6: EX-31.2     Rule 13A-14(A) Certification of Chief Financial     HTML     42K 
                Officer                                                          
 7: EX-32.1     Section 1350 Certification of Chief Executive       HTML     36K 
                Officer                                                          
 8: EX-32.2     Section 1350 Certification of Chief Financial       HTML     37K 
                Officer                                                          
81: R1          Document and Entity Information                     HTML     64K 
61: R2          Condensed Consolidated Statements of Financial      HTML    264K 
                Condition (Unaudited)                                            
76: R3          Condensed Consolidated Statements of Financial      HTML    112K 
                Condition (Unaudited) (Parenthetical)                            
85: R4          Condensed Consolidated Statements of Income         HTML    221K 
                (Unaudited)                                                      
109: R5          Condensed Consolidated Statements of Comprehensive  HTML    113K  
                Income (Unaudited)                                               
64: R6          Condensed Consolidated Statements of Cash Flows     HTML    194K 
                (Unaudited)                                                      
75: R7          Condensed Consolidated Statements of Changes in     HTML    103K 
                Total Equity (Unaudited)                                         
55: R8          Introduction and Basis of Presentation              HTML     65K 
43: R9          Significant Accounting Policies                     HTML     67K 
111: R10         Fair Value Disclosures                              HTML   1.24M  
87: R11         Securities Available for Sale                       HTML    184K 
86: R12         Collateralized Transactions                         HTML     67K 
93: R13         Variable Interest Entities and Securitization       HTML    291K 
                Activities                                                       
94: R14         Financing Receivables                               HTML     72K 
91: R15         Goodwill and Net Intangible Assets                  HTML     86K 
95: R16         Borrowings and Other Secured Financings             HTML     65K 
77: R17         Derivative Instruments and Hedging Activities       HTML    370K 
82: R18         Commitments, Guarantees and Contingencies           HTML    158K 
89: R19         Regulatory Requirements                             HTML    109K 
119: R20         Total Equity                                        HTML     55K  
104: R21         Earnings Per Common Share                           HTML    100K  
70: R22         Interest Income and Interest Expense                HTML     72K 
88: R23         Employee Benefit Plans                              HTML     61K 
73: R24         Income Taxes                                        HTML     50K 
33: R25         Segment and Geographic Information                  HTML    233K 
105: R26         Equity Method Investments                           HTML     62K  
115: R27         Discontinued Operations                             HTML     71K  
48: R28         Subsequent Events                                   HTML     46K 
47: R29         Significant Accounting Policies (Policy)            HTML     79K 
53: R30         Fair Value Disclosures (Tables)                     HTML   1.17M 
54: R31         Securities Available for Sale (Tables)              HTML    177K 
56: R32         Collateralized Transactions (Tables)                HTML     55K 
22: R33         Variable Interest Entities and Securitization       HTML    264K 
                Activities (Tables)                                              
102: R34         Financing Receivables (Tables)                      HTML     47K  
68: R35         Goodwill and Net Intangible Assets (Tables)         HTML     78K 
71: R36         Borrowings and Other Secured Financings (Tables)    HTML     57K 
38: R37         Derivative Instruments and Hedging Activities       HTML    328K 
                (Tables)                                                         
118: R38         Commitments, Guarantees and Contingencies (Tables)  HTML    109K  
15: R39         Regulatory Requirements (Tables)                    HTML     73K 
58: R40         Earnings Per Common Share (Tables)                  HTML     99K 
108: R41         Interest Income and Interest Expense (Tables)       HTML     70K  
35: R42         Employee Benefit Plans (Tables)                     HTML     52K 
46: R43         Segment and Geographic Information (Tables)         HTML    232K 
52: R44         Discontinued Operations (Tables)                    HTML     68K 
62: R45         Introduction and Basis of Presentation (Details)    HTML     38K 
21: R46         Significant Accounting Policies (Details)           HTML     49K 
42: R47         Fair Value Disclosures (Narrative) (Details)        HTML     47K 
17: R48         Fair Value Disclosures (Assets and Liabilities      HTML    341K 
                Measured at Fair Value on a Recurring Basis)                     
                (Details)                                                        
107: R49         Fair Value Disclosures (Changes in Level 3 Assets   HTML    397K  
                and Liabilities Measured at Fair Value on a                      
                Recurring Basis) (Details)                                       
34: R50         Fair Value Disclosures (Quantitative Information    HTML    157K 
                about Recurring Level 3 Fair Value Measurements)                 
                (Details)                                                        
103: R51         Fair Value Disclosures (Fair Value of Investments   HTML     91K  
                that Calculate Net Asset Value) (Details)                        
39: R52         Fair Value Disclosures (Net Gains (Losses) Due to   HTML     60K 
                Changes in Fair Value for Items Measured at Fair                 
                Value Pursuant to the Fair Value Option Election)                
                (Details)                                                        
59: R53         Fair Value Disclosures (Gains (Losses) Due to       HTML     43K 
                Changes in Instrument Specific Credit Risk)                      
                (Details)                                                        
16: R54         Fair Value Disclosures (Amount by Which             HTML     52K 
                Contractual Principal Amount Exceeds Fair Value)                 
                (Details)                                                        
19: R55         Fair Value Disclosures (Assets Measured at Fair     HTML    165K 
                Value on a Nonrecurring Basis) (Details)                         
51: R56         Fair Value Disclosures (Financial Instruments Not   HTML    129K 
                Carried at FV) (Details)                                         
26: R57         Securities Available for Sale (Schedule of          HTML     79K 
                Available for Sale Securities) (Details)                         
112: R58         Securities Available for Sale (Schedule of          HTML     78K  
                Available for Sale Securities in an Unrealized                   
                Loss Position) (Details)                                         
66: R59         Securities Available for Sale (Schedule of          HTML     88K 
                Amortized Cost and Fair Value of Available for                   
                Sale Debt Securities by Contractual Date)                        
                (Details)                                                        
92: R60         Securities Available for Sale (Schedule of          HTML     48K 
                Proceeds of Sale of Securities Available for Sale)               
                (Details)                                                        
41: R61         Collateralized Transactions (Narrative) (Details)   HTML     45K 
44: R62         Collateralized Transactions (Financial Instruments  HTML     42K 
                Owned That Have Been Loaned Or Pledged To                        
                Counterparties) (Details)                                        
100: R63         Collateralized Transactions (Cash And Securities    HTML     46K  
                Deposited With Clearing Organizations Or                         
                Segregated Under Federal And Other Regulations Or                
                Requirements) (Details)                                          
96: R64         Variable Interest Entities and Securitization       HTML     64K 
                Activities (Narrative) (Details)                                 
69: R65         Variable Interest Entities and Securitization       HTML     43K 
                Activities (Consolidated VIEs) (Details)                         
98: R66         Variable Interest Entities and Securitization       HTML     89K 
                Activities (Non-Consolidated VIEs) (Details)                     
40: R67         Variable Interest Entitiesand Securitization        HTML     73K 
                Activities (Information Regarding SPEs) (Details)                
74: R68         Variable Interest Entities and Securitization       HTML     61K 
                Activities (Fair Value of Assets and Liabilities)                
                (Details)                                                        
114: R69         Variable Interest Entities and Securitization       HTML     44K  
                Activities (Transfers of Assets Treated as Secured               
                Financings) (Details)                                            
18: R70         Variable Interest Entities and Securitization       HTML     57K 
                Activities (Mortgage Servicing Activities for                    
                SPEs) (Details)                                                  
32: R71         Financing Receivables (Narrative) (Details)         HTML     65K 
60: R72         Financing Receivables (Summary of Financing         HTML     46K 
                Receivables) (Details)                                           
24: R73         Goodwill and Net Intangible Assets (Changes in      HTML     62K 
                Carrying Amount of Goodwill) (Details)                           
117: R74         Goodwill and Net Intangible Assets (Changes in      HTML     74K  
                Carrying Amount of Intangible Assets) (Details)                  
36: R75         Long-Term Borrowings and Other Secured Financings   HTML     50K 
                (Narratives) (Details)                                           
27: R76         Long-Term Borrowings and Other Secured Financings   HTML     50K 
                (Components of Long-term Borrowings) (Details)                   
31: R77         Long-Term Borrowings and Other Secured Financings   HTML     41K 
                (Other Secured Financings) (Details)                             
20: R78         Derivative Instruments and Hedging Activities       HTML     89K 
                (Other Disclosures) (Details)                                    
23: R79         Derivative Instruments and Hedging Activities       HTML     44K 
                (Components of Derivative Products) (Details)                    
83: R80         Derivative Instruments and Hedging Activities       HTML     70K 
                (Fair Value of OTC Derivatives in a Gain Position)               
                (Details)                                                        
29: R81         Derivative Instruments aand Hedging Activities      HTML    114K 
                (Fair Value of Derivative Instruments Designated                 
                and Not Designated as Accounting Hedges by Type of               
                Derivative Contract on a Gross Basis) (Details)                  
113: R82         Derivative Instruments and Hedging Activities       HTML     71K  
                (Gains or Losses on Derivative Instruments,                      
                Related Hedge Items and Hedge Ineffectiveness)                   
                (Details)                                                        
57: R83         Derivative Instruments and Hedging Activities       HTML    159K 
                (Notional and Fair Value of Protection Sold and                  
                Purchased through Credit Default Swaps) (Details)                
90: R84         Commitments, Guarantees and Contingencies           HTML     68K 
                (Narrative) (Details)                                            
97: R85         Commitments, Guarantees and Contingencies           HTML     78K 
                (Commitments by Period of Expiration) (Details)                  
28: R86         Commitments, Guarantees and Contingencies           HTML     82K 
                (Obligations under Guarantee Arrangements)                       
                (Details)                                                        
30: R87         Regulatory Requirements (Narrative) (Details)       HTML     58K 
110: R88         Regulatory Requirements (Capital Measures)          HTML     84K  
                (Details)                                                        
25: R89         Regulatory Requirements (Significant U.S. Bank      HTML     64K 
                Operating Subsidiaries' Capital) (Details)                       
84: R90         Total Equity (Narrative) (Details)                  HTML     65K 
80: R91         Earnings Per Common Share (Calculation of Basic     HTML    141K 
                and Diluted EPS) (Details)                                       
101: R92         Earnings Per Common Share (Antidilutive Securities  HTML     43K  
                Excluded from the Computation of Diluted EPS)                    
                (Details)                                                        
79: R93         Interest Income and Interest Expense (Details)      HTML     85K 
65: R94         Employee Benefit Plans (Components of Net Periodic  HTML     59K 
                Benefit Expense) (Details)                                       
106: R95         Income Taxes (Reconciliation of the Provision for   HTML     42K  
                (Benefit from) Income Taxes and the U.S. Federal                 
                Statutory Income Tax Rate) (Details)                             
63: R96         Segment and Geographic Information (Selected        HTML    135K 
                Financial Information by Segments) (Details)                     
37: R97         Segment and Geographic Information (Net Interest    HTML     55K 
                by Segments) (Details)                                           
72: R98         Segment and Geographic Information (Assets by       HTML     41K 
                Segments) (Details)                                              
67: R99         Segment and Geographic Information (Net Revenues    HTML     48K 
                and Assets by Geographic Area) (Details)                         
49: R100        Equity Method Investments (Investees) (Details)     HTML     43K 
120: R101        Equity Method Investments (Narratives) (Details)    HTML     79K  
99: R102        Discontinued Operations (Details)                   HTML     74K 
78: R103        Subsequent Events (Details)                         HTML     44K 
116: XML         IDEA XML File -- Filing Summary                      XML    196K  
45: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   6.53M 
 9: EX-101.INS  XBRL Instance -- ms-20120630                         XML  14.77M 
11: EX-101.CAL  XBRL Calculations -- ms-20120630_cal                 XML    471K 
12: EX-101.DEF  XBRL Definitions -- ms-20120630_def                  XML   3.36M 
13: EX-101.LAB  XBRL Labels -- ms-20120630_lab                       XML   5.79M 
14: EX-101.PRE  XBRL Presentations -- ms-20120630_pre                XML   4.22M 
10: EX-101.SCH  XBRL Schema -- ms-20120630                           XSD    647K 
50: ZIP         XBRL Zipped Folder -- 0001193125-12-337734-xbrl      Zip    767K 


‘EX-4.1’   —   Eighth Supplemental Senior Indenture


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



  Eighth Supplemental Senior Indenture  

EXHIBIT 4.1

EIGHTH 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 May 4, 2012

SUPPLEMENTAL TO SENIOR INDENTURE DATED NOVEMBER 1, 2004.


THIS EIGHTH SUPPLEMENTAL SENIOR INDENTURE dated as of May 4, 2012 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 May 2, 2012 issued its Medium-Term Notes, Series F, Contingent Income Auto-Callable Security Due May 6, 2013 Based on the Performance of the Common Stock of Caterpillar Inc. (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 Maturity Date with respect to the Notes, which corrected Maturity Date shall be earlier than the Maturity Date as originally stated, which change will not adversely affect the interests of the Holders of the Notes since the amount of interest due to such Holders at the maturity of the Notes will not change;

WHEREAS, the entry into this Eighth 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 Eighth 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


EXHIBIT 4.1

ARTICLE 1

Section 1.01. Amendment of the Notes.

(i) The title of the Notes is hereby amended by deleting the existing title in its entirety and inserting in lieu thereof the following: “Contingent Income Auto-Callable Security Due May 2, 2013 Based on the Performance of the Common Stock of Caterpillar Inc.”

(ii) The section entitled “Other Provisions” within the Notes is amended by deleting the last sentence thereof in its entirety and inserting in lieu thereof the following: “The Holder of this Note and the owner of any beneficial interest herein, by its purchase of this Note or such beneficial interest herein, is hereby deemed to have consented to any amendment to this Note that conforms the terms of this Note to the terms as set forth in Pricing Supplement No. 175 dated April 27, 2012, as amended by Amendment No. 1 thereto dated May 4, 2012, and the product supplement and prospectus referred to therein, each related to this Note and filed with the Securities and Exchange Commission, and the Trustee is hereby authorized to enter into any such amendment to this Note without any further consent thereto of the Holder hereof or of such owner.”

(iii) The definition of Maturity Date within the Notes is hereby amended by deleting the first sentence thereof in its entirety and inserting in lieu thereof the following: May 2, 2013, subject to extension as described in the following paragraph.”

SECTION 1.02. Exchange of the Notes. The Trustee is authorized to exchange the original certificate dated May 2, 2012 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 Eighth 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.

 

3


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 Eighth 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 Eighth 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.

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 Eighth Supplemental Senior Indenture.

 

4


IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Senior Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of May 4, 2012.

 

MORGAN STANLEY
By:   /s/ KEVIN SHEEHAN
  Name: Kevin Sheehan
  Title: Assistant Treasurer

Attest:

 

By:   /s/ JARETT H. SCHULTZ
 

Name: Jarett H. Schultz

 

Title: Assistant Secretary and Counsel

 

THE BANK OF NEW YORK MELLON TRUSTEE,
By:   /s/ TIMOTHY W. CASEY
  Name: Timothy W. Casey
  Title: Vice President

Attest:

 

By:   /s/ LAURENCE J. O’BRIEN
  Name: Laurence J. O’Brien
  Title: Vice President

 

5


EXHIBIT 4.1

 

STATE OF NEW YORK      )     
     )   ss.:   
COUNTY OF NEW YORK      )     

On this 4th day of May 2012 before me personally came Kevin Sheehan to me personally known, who, being by me duly sworn, did depose and say that he resides at Darien, CT; that he is an Assistant Treasurer of Morgan Stanley, one of the corporations described in and which executed the above instrument; and that he signed his name thereto by authority of the Board of Directors of said corporation.

[NOTARIAL SEAL]

 

/s/ CINDY S. BUCKHOLZ

Notary Public


STATE OF NEW YORK      )     
     )   ss.:   
COUNTY OF NEW YORK      )     

On this 4th day of May 2012 before me personally came Timothy W. Casey to me personally known, who, being by me duly sworn, did depose and say that he resides at New York; that he is a Vice President of The Bank of New York Mellon, one of the corporations described in and which executed the above instrument; and that he signed his name thereto by authority of the Board of Directors of said corporation.

[NOTARIAL SEAL]

 

/s/ ANNA YIU

Notary Public

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
5/6/13424B2,  FWP
5/2/13424B2,  FWP
Filed on:8/6/12FWP
For Period end:6/30/1213F-HR
5/4/12424B2,  FWP
5/2/12424B2,  FWP
4/27/12424B2,  CORRESP,  FWP
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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