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As Of Filer Filing For·On·As Docs:Size Issuer Agent 1/29/08 Morgan Stanley 10-K 11/30/07 20:4.1M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.70M
2: EX-4.3 Fourth Supplemental Senior Indenture Dated as of HTML 40K
October 8, 2007
3: EX-4.5 First Supplemental Senior Indenture Dated as of HTML 38K
September 4, 2007
6: EX-10.12 Employees' Equity Accumulation Plan HTML 88K
7: EX-10.17 Amendment to Morgan Stanley & Co. Incorporated HTML 12K
Excess Benefit Plan
8: EX-10.19 Amendment to Supplemental Executive Retirement HTML 12K
Plan
9: EX-10.22 Amendment to 1995 Equity Incentive Compensation HTML 15K
Plan
10: EX-10.33 Morgan Stanley Branch Manager Compensation Plan HTML 101K
11: EX-10.34 Morgan Stanley Financial Advisor and Investment HTML 97K
Representative
12: EX-10.39 2007 Equity Incentive Compensation Plan as Amended HTML 53K
& Restated as of Nov 26,2007
13: EX-10.41 Governmental Service Amendment to Outstanding HTML 17K
Stock Option
4: EX-10.6 Amendment to Morgan Stanley 401(K) Plan, Dated as HTML 28K
of November 20, 2007
5: EX-10.9 Tax Deferred Equity Participation Plan HTML 69K
14: EX-12 Statement Re: Computation of Ratio of Earnings to HTML 38K
Fixed Charges
15: EX-21 Subsidiaries of Morgan Stanley HTML 333K
16: EX-23.1 Consent of Deloitte & Touche LLP HTML 19K
17: EX-31.1 Rule 13A-14(A) Certification of Chief Executive HTML 15K
Officer
18: EX-31.2 Rule 13A-14(A) Certification of Chief Financial HTML 15K
Officer
19: EX-32.1 Section 1350 Certification of Chief Executive HTML 11K
Officer
20: EX-32.2 Section 1350 Certification of Chief Financial HTML 11K
Officer
| Fourth Supplemental Senior Indenture dated as of October 8, 2007 |
Exhibit 4.3
FOURTH SUPPLEMENTAL SENIOR INDENTURE
BETWEEN
MORGAN STANLEY
(formerly known as MORGAN STANLEY DEAN WITTER & CO.)
AND
THE BANK OF NEW YORK
as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase
Manhattan Bank), Trustee
Dated as of October 8, 2007
SUPPLEMENTAL TO AMENDED AND RESTATED SENIOR INDENTURE
DATED AS OF MAY 1, 1999, AS SUPPLEMENTED BY A FIRST
SUPPLEMENTAL SENIOR INDENTURE DATED AS OF SEPTEMBER 15,
2000, A SECOND SUPPLEMENTAL SENIOR INDENTURE DATED AS OF
OCTOBER 8, 2002 AND A THIRD SUPPLEMENTAL SENIOR INDENTURE
DATED AS OF AUGUST 29, 2003.
THIS FOURTH SUPPLEMENTAL SENIOR INDENTURE dated as of October 8, 2007 between MORGAN STANLEY (formerly known as Morgan Stanley Dean Witter & Co.), a Delaware corporation (the “Issuer”), and THE BANK OF NEW YORK as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan 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 Amended and Restated Senior Indenture dated as of May 1,1999, as supplemented by a First Supplemental Senior Indenture dated as of September 15, 2000, a Second Supplemental Senior Indenture dated as of October 8, 2002 and a Third Supplemental Senior Indenture dated as of August 29, 2003 (as so supplemented, the “Indenture”);
WHEREAS, the Issuer established and on July 22, 2004 issued its Medium-Term Notes, Series C, Senior Variable Rate Renewable Notes with an initial maturity date of August 15, 2005 and a final maturity date of August 13, 2010 (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, subject to the conditions set forth therein, for the purpose of, among other things, making any provisions as the Issuer may deem necessary or desirable, 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 increase the spread that will be used when calculating the interest payable with respect to the Notes on Interest Reset Dates from and including September 15, 2007;
WHEREAS, the entry into this Fourth 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 Fourth 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 Spread (Plus or Minus) within the Notes is hereby amended by deleting the existing definition in its entirety and inserting in lieu thereof the following:
| SPREAD (PLUS OR MINUS): | Plus 0.000% per annum for the Interest Reset Dates occurring from the Original Issue Date to and including August 14, 2005; plus 0.030% per annum for the Interest Reset Dates occurring from and including August 15, 2005 to and including August 14, 2006; plus 0.060% per annum for the Interest Reset Dates occurring from and including August 15, 2006 to and including August 14, 2007; plus 0.080% per annum for the Interest Reset Dates occurring from and including August 15, 2007 to and including September 14, 2007; plus 0.125% per annum for the Interest Reset Dates occurring from and including September 15, 2007 to and including August 14, 2008; plus 0.150% per annum for the Interest Reset Dates occurring from and including August 15, 2008 to and including August 14, 2009; plus 0.180% per annum for the Interest Reset Dates occurring from and including August 15, 2009 to but excluding August 13, 2010. |
3
SECTION 1.02. Exchange of the Notes. The Trustee is authorized to exchange the original certificates dated July 22, 2004 evidencing the Notes for the duly executed and authenticated certificates 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 Fourth 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 Fourth 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 Fourth 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 Fourth Supplemental Senior Indenture.
4
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Senior Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of October 8, 2007.
| MORGAN STANLEY (formerly known as Morgan Stanley Dean Witter & Co.) | ||||||||||||
| By: | /s/ Jai Sooklal | |||||||||||
| Name: | Jai Sooklal | |||||||||||
| Title: | Assistant Treasurer | |||||||||||
| Attest: | ||||||||||||
| By: | /s/ W. Gary Beeson | |||||||||||
| Name: | W. Gary Beeson | |||||||||||
| Title: | Assistant Secretary | |||||||||||
| THE BANK OF NEW YORK, as TRUSTEE | ||||||||||||
| By: | /s/ Francine Kincaid | |||||||||||
| Name: | Francine Kincaid | |||||||||||
| Title: | Vice President | |||||||||||
| Attest: | ||||||||||||
| By: | /s/ Geovanni Barris | |||||||||||
| Name: | Geovanni Barris | |||||||||||
| Title: | Vice President | |||||||||||
5
| STATE OF NEW YORK | ) | |||
| ) | ss.: | |||
| COUNTY OF NEW YORK | ) |
On this 8th day of October 2007 before me personally came Jai Sooklal to me personally known, who, being by me duly sworn, did depose and say that he resides at Chatham, N.J.; that he is the Assistant Treasurer of Morgan Stanley, one of the corporations described in and which executed the above instrument; and that signed his name thereto by authority of the Board of Directors of said corporation.
[NOTARIAL SEAL]
| /s/ Michael M. O’Brien |
| Notary Public |
| MICHAEL M. O’BRIEN |
| Notary Public, State of New York |
| No. 31-5003142 |
| Qualified in New York County |
| Commission Expires Oct 19, 2010 |
| STATE OF NEW YORK | ) | |||
| ) | ss.: | |||
| COUNTY OF NEW YORK | ) |
On this 8th day of October 2007 before me personally came Francine Kincaid to me personally known, who, being by me duly sworn, did depose and say that she resides at Deer Park, N.Y.; that she is a Vice President of The Bank of New York, one of the corporations described in and which executed the above instrument; and that signed her name thereto by authority of the Board of Directors of said corporation.
[NOTARIAL SEAL]
| /s/ Carlos R. Luciano |
| Notary Public |
2
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 8/13/10 | 424B2, FWP | |||
| 8/15/09 | ||||
| 8/14/09 | 424B2, FWP | |||
| 8/15/08 | 13F-HR, 4, FWP | |||
| 8/14/08 | FWP | |||
| Filed as of: | 1/29/08 | 424B2, FWP | ||
| Filed on: | 1/28/08 | 424B2, FWP | ||
| For Period End: | 11/30/07 | 3/A, 4 | ||
| 10/8/07 | ||||
| 9/15/07 | ||||
| 9/14/07 | FWP | |||
| 8/15/07 | 13F-HR, FWP | |||
| 8/14/07 | 424B2, FWP | |||
| 8/15/06 | 13F-HR | |||
| 8/14/06 | 424B2, FWP | |||
| 8/15/05 | 424B3 | |||
| 8/14/05 | ||||
| 7/22/04 | 424B3, 8-K | |||
| 8/29/03 | ||||
| 10/8/02 | ||||
| 9/15/00 | 424B3 | |||
| 5/1/99 | ||||
| List all Filings | ||||
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 |