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Morgan Stanley – ‘10-Q’ for 9/30/13 – ‘EX-10.1’

On:  Monday, 11/4/13, at 5:14pm ET   ·   For:  9/30/13   ·   Accession #:  1193125-13-425422   ·   File #:  1-11758

Previous ‘10-Q’:  ‘10-Q’ on 8/2/13 for 6/30/13   ·   Next:  ‘10-Q’ on 5/6/14 for 3/31/14   ·   Latest:  ‘10-Q’ on 11/3/23 for 9/30/23   ·   4 References:   

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

11/04/13  Morgan Stanley                    10-Q        9/30/13  127:48M                                    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   3.89M 
 2: EX-10.1     Material Contract                                   HTML     47K 
 3: EX-12       Statement re: Computation of Ratios                 HTML     69K 
 4: EX-15       Letter re: Unaudited Interim Financial Information  HTML     45K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     44K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     44K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     38K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     38K 
121: R1          Document and Entity Information                     HTML     66K  
77: R2          Condensed Consolidated Statements of Financial      HTML    207K 
                Condition                                                        
73: R3          Consolidated Statements of Financial Condition      HTML    114K 
                (Parenthetical)                                                  
24: R4          Condensed Consolidated Statements of Income         HTML    223K 
75: R5          Condensed Consolidated Statements of Comprehensive  HTML    108K 
                Income                                                           
54: R6          Condensed Consolidated Statements of Cash Flows     HTML    212K 
101: R7          Condensed Consolidated Statements of Changes in     HTML    110K  
                Total Equity                                                     
56: R8          Introduction and Basis of Presentation              HTML     70K 
59: R9          Significant Accounting Policies                     HTML     52K 
25: R10         Morgan Stanley Smith Barney Holdings LLC.           HTML     54K 
57: R11         Fair Value Disclosures                              HTML   1.40M 
100: R12         Securities Available for Sale                       HTML    249K  
91: R13         Collateralized Transactions                         HTML    106K 
74: R14         Variable Interest Entities and Securitization       HTML    299K 
                Activities                                                       
116: R15         Financing Receivables                               HTML    201K  
97: R16         Goodwill and Net Intangible Assets                  HTML     87K 
21: R17         Borrowings and Other Secured Financings             HTML     63K 
29: R18         Derivative Instruments and Hedging Activities       HTML    608K 
115: R19         Commitments, Guarantees and Contingencies           HTML    180K  
119: R20         Regulatory Requirements                             HTML    113K  
123: R21         Redeemable Noncontrolling Interests and Total       HTML    116K  
                Equity                                                           
118: R22         Earnings Per Common Share                           HTML    103K  
82: R23         Interest Income and Interest Expense                HTML     74K 
26: R24         Employee Benefit Plans                              HTML     62K 
52: R25         Income Taxes                                        HTML     55K 
36: R26         Segment and Geographic Information                  HTML    225K 
35: R27         Equity Method Investments                           HTML     53K 
61: R28         Discontinued Operations                             HTML     68K 
81: R29         Subsequent Events                                   HTML     48K 
94: R30         Significant Accounting Policies (Policy)            HTML     53K 
42: R31         Fair Value Disclosures (Tables)                     HTML   1.32M 
62: R32         Securities Available for Sale (Tables)              HTML    242K 
107: R33         Collateralized Transactions (Tables)                HTML     95K  
39: R34         Variable Interest Entities and Securitization       HTML    261K 
                Activities (Tables)                                              
89: R35         Financing Receivables (Tables)                      HTML    183K 
90: R36         Goodwill and Net Intangible Assets (Tables)         HTML     78K 
65: R37         Borrowings and Other Secured Financings (Tables)    HTML     55K 
34: R38         Derivative Instruments and Hedging Activities       HTML    561K 
                (Tables)                                                         
88: R39         Commitments, Guarantees and Contingencies (Tables)  HTML    112K 
40: R40         Regulatory Requirements (Tables)                    HTML     72K 
60: R41         Redeemable Noncontrolling Interests and Total       HTML     93K 
                Equity (Tables)                                                  
95: R42         Earnings Per Common Share (Tables)                  HTML    101K 
47: R43         Interest Income and Interest Expense (Tables)       HTML     73K 
84: R44         Employee Benefit Plans (Tables)                     HTML     53K 
72: R45         Segment and Geographic Information (Tables)         HTML    222K 
38: R46         Discontinued Operations (Tables)                    HTML     65K 
104: R47         Significant Accounting Policies (Details)           HTML     40K  
31: R48         Morgan Stanley Smith Barney Holdings LLC.           HTML     71K 
                (Details)                                                        
41: R49         Fair Value Disclosures (Narrative) (Details)        HTML     47K 
71: R50         Fair Value Disclosures (Assets and Liabilities      HTML    334K 
                Measured at Fair Value on a Recurring Basis)                     
                (Details)                                                        
78: R51         Fair Value Disclosures (Changes in Level 3 Assets   HTML    368K 
                and Liabilities Measured at Fair Value on a                      
                Recurring Basis) (Details)                                       
103: R52         Fair Value Disclosures (Quantitative Information    HTML    270K  
                about Recurring Level 3 Fair Value Measurements)                 
                (Details)                                                        
22: R53         Fair Value Disclosures (Fair Value of Investments   HTML     89K 
                that Calculate Net Asset Value) (Details)                        
86: R54         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)                                                        
68: R55         Fair Value Disclosures (Short-term and Long-term    HTML     45K 
                Borrowings) (Details)                                            
28: R56         Fair Value Disclosures (Gains (Losses) Due to       HTML     44K 
                Changes in Instrument Specific Credit Risk)                      
                (Details)                                                        
33: R57         Fair Value Disclosures (Amount by Which             HTML     54K 
                Contractual Principal Amount Exceeds Fair Value)                 
                (Details)                                                        
76: R58         Fair Value Disclosures (Assets Measured at Fair     HTML    135K 
                Value on a Nonrecurring Basis) (Details)                         
113: R59         Fair Value Disclosures (Financial Instruments Not   HTML    140K  
                Carried at FV) (Details)                                         
126: R60         Securities Available for Sale (Schedule of          HTML     97K  
                Available for Sale Securities) (Details)                         
124: R61         Securities Available for Sale (Schedule of          HTML     93K  
                Available for Sale Securities in an Unrealized                   
                Loss Position) (Details)                                         
92: R62         Securities Available for Sale (Schedule of          HTML    128K 
                Amortized Cost and Fair Value of Available for                   
                Sale Debt Securities by Contractual Date)                        
                (Details)                                                        
46: R63         Securities Available for Sale (Schedule of          HTML     44K 
                Proceeds of Sale of Securities Available for Sale)               
                (Details)                                                        
43: R64         Collateralized Transactions (Narrative) (Details)   HTML     47K 
87: R65         Collateralized Transactions (Balance Sheet          HTML    108K 
                Offsetting) (Details)                                            
112: R66         Collateralized Transactions (Financial Instruments  HTML     43K  
                Owned That Have Been Loaned Or Pledged To                        
                Counterparties) (Details)                                        
27: R67         Collateralized Transactions (Cash And Securities    HTML     47K 
                Deposited With Clearing Organizations Or                         
                Segregated Under Federal And Other Regulations Or                
                Requirements) (Details)                                          
117: R68         Variable Interest Entities and Securitization       HTML     58K  
                Activities (Narrative) (Details)                                 
48: R69         Variable Interest Entities and Securitization       HTML     48K 
                Activities (Consolidated VIEs) (Details)                         
66: R70         Variable Interest Entities and Securitization       HTML    121K 
                Activities (Non-Consolidated VIEs) (Details)                     
63: R71         Variable Interest Entities and Securitization       HTML     76K 
                Activities (Information Regarding SPEs) (Details)                
45: R72         Variable Interest Entities and Securitization       HTML     63K 
                Activities (Fair Value of Assets and Liabilities)                
                (Details)                                                        
58: R73         Variable Interest Entities and Securitization       HTML     45K 
                Activities (Transfers of Assets Treated as Secured               
                Financings) (Details)                                            
99: R74         Variable Interest Entities and Securitization       HTML     56K 
                Activities (Mortgage Servicing Activities for                    
                SPEs) (Details)                                                  
80: R75         Financing Receivables (Loans Held for Investment)   HTML     66K 
                (Details)                                                        
16: R76         Financing Receivables (Loans and Lending-related    HTML    102K 
                Commitments) (Details)                                           
85: R77         Financing Receivables (Employee Loans) (Details)    HTML     47K 
17: R78         Goodwill and Net Intangible Assets (Changes in      HTML     66K 
                Carrying Amount of Goodwill) (Details)                           
79: R79         Goodwill and Net Intangible Assets (Changes in      HTML     67K 
                Carrying Amount of Intangible Assets) (Details)                  
32: R80         Borrowings and Other Secured Financings             HTML     49K 
                (Narratives) (Details)                                           
110: R81         Borrowings and Other Secured Financings             HTML     52K  
                (Components of Long-term Borrowings) (Details)                   
106: R82         Borrowings and Other Secured Financings (Other      HTML     42K  
                Secured Financings) (Details)                                    
114: R83         Derivative Instruments and Hedging Activities       HTML     84K  
                (Other Disclosures) (Details)                                    
122: R84         Derivative Instruments and Hedging Activities       HTML    105K  
                (Components of Derivative Products) (Details)                    
127: R85         Derivative Instruments and Hedging Activities       HTML     75K  
                (Fair Value of OTC Derivatives in a Gain Position)               
                (Details)                                                        
15: R86         Derivative Instruments and Hedging Activities       HTML    239K 
                (Fair Value of Derivative Instruments Designated                 
                and Not Designated as Accounting Hedges by Type of               
                Derivative Contract on a Gross Basis) (Details)                  
30: R87         Derivative Instruments and Hedging Activities       HTML     81K 
                (Gains or Losses on Derivative Instruments,                      
                Related Hedge Items and Hedge Ineffectiveness)                   
                (Details)                                                        
111: R88         Derivative Instruments and Hedging Activities       HTML    163K  
                (Notional and Fair Value of Protection Sold and                  
                Purchased through Credit Default Swaps) (Details)                
93: R89         Commitments, Guarantees and Contingencies           HTML     75K 
                (Narrative) (Details)                                            
102: R90         Commitments, Guarantees and Contingencies           HTML     83K  
                (Commitments) (Details)                                          
98: R91         Commitments, Guarantees and Contingencies           HTML     86K 
                (Obligations under Guarantee Arrangements)                       
                (Details)                                                        
19: R92         Regulatory Requirements (Narrative) (Details)       HTML     68K 
49: R93         Regulatory Requirements (Capital Measures)          HTML     73K 
                (Details)                                                        
50: R94         Regulatory Requirements (Significant U.S. Bank      HTML     70K 
                Operating Subsidiaries' Capital) (Details)                       
67: R95         Redeemable Noncontrolling Interests and Total       HTML     72K 
                Equity (Narrative) (Details)                                     
51: R96         Redeemable Noncontrolling Interests and Total       HTML     57K 
                Equity (Redeemable Noncontrolling Interests)                     
                (Details)                                                        
109: R97         Redeemable Noncontrolling Interests and Total       HTML     58K  
                Equity (Preferred Stock) (Details)                               
37: R98         Redeemable Noncontrolling Interests and Total       HTML     61K 
                Equity (Components of Accumulated Other                          
                Comprehensive Income (Loss)) (Details)                           
20: R99         Earnings Per Common Share (Calculation of Basic     HTML    140K 
                and Diluted EPS) (Details)                                       
108: R100        Earnings Per Common Share (Antidilutive Securities  HTML     44K  
                Excluded from the Computation of Diluted EPS)                    
                (Details)                                                        
64: R101        Interest Income and Interest Expense (Details)      HTML     87K 
96: R102        Employee Benefit Plans (Components of Net Periodic  HTML     62K 
                Benefit Expense) (Details)                                       
83: R103        Income Taxes (Reconciliation of the Provision for   HTML     50K 
                (Benefit from) Income Taxes and the U.S. Federal                 
                Statutory Income Tax Rate) (Details)                             
105: R104        Segment and Geographic Information (Selected        HTML    160K  
                Financial Information by Segments) (Details)                     
120: R105        Segment and Geographic Information (Assets by       HTML     46K  
                Segments) (Details)                                              
55: R106        Segment and Geographic Information (Net Revenues    HTML     48K 
                and Total Assets by Geographic Area) (Details)                   
18: R107        Equity Method Investments (Narratives) (Details)    HTML     62K 
44: R108        Discontinued Operations (Details)                   HTML     59K 
125: R109        Subsequent Events (Details)                         HTML     47K  
70: XML         IDEA XML File -- Filing Summary                      XML    206K 
23: EXCEL       IDEA Workbook of Financial Reports                  XLSX    711K 
69: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   8.19M 
 9: EX-101.INS  XBRL Instance -- ms-20130930                         XML  17.44M 
11: EX-101.CAL  XBRL Calculations -- ms-20130930_cal                 XML    501K 
12: EX-101.DEF  XBRL Definitions -- ms-20130930_def                  XML   3.49M 
13: EX-101.LAB  XBRL Labels -- ms-20130930_lab                       XML   6.38M 
14: EX-101.PRE  XBRL Presentations -- ms-20130930_pre                XML   4.51M 
10: EX-101.SCH  XBRL Schema -- ms-20130930                           XSD    749K 
53: ZIP         XBRL Zipped Folder -- 0001193125-13-425422-xbrl      Zip    853K 


‘EX-10.1’   —   Material Contract


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



  EX-10.1  

Exhibit 10.1

Third Amendment to Investor Agreement

THIS THIRD AMENDMENT TO THE INVESTOR AGREEMENT (this “Amendment”), dated as of October 3, 2013, is made by and between Morgan Stanley, a Delaware corporation (the “Company”), and Mitsubishi UFJ Financial Group, Inc., a joint stock company organized under the laws of Japan (the “Investor”).

W I T N E S S E T H:

WHEREAS, the Company and the Investor are parties to that certain Investor Agreement, dated as of October 13, 2008, and amended by the First Amendment to Investor Agreement, dated as of October 27, 2008, and amended and restated by the Amended and Restated Investor Agreement, dated as of June 30, 2011 (the Investor Agreement, as so amended and restated, the “Investor Agreement”); and

WHEREAS, the Company and the Investor have determined to further amend the Investor Agreement as set forth herein.

NOW THEREFORE, in consideration of the premises and of the respective representations, warranties, covenants and conditions contained herein, the parties hereto agree as follows:

 

1. Defined Terms. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to them in the Investor Agreement.

 

2. Amendments. The Investor Agreement is hereby amended as follows:

 

  2.1. The first sentence of Section 3.4 is amended and restated in its entirety as follows: ““Standstill Period” shall mean the period from the date hereof until the earlier of (i) April 13, 2016, and (ii) the occurrence of an Investor Rights Termination Event; provided, however, that the parties shall, prior to the expiration of the Standstill Period, discuss in good faith whether to extend the Standstill Period (with no obligation to extend).”

 

  2.2. Section 5.6 is amended and restated in its entirety as follows: “The preemptive right to purchase Covered Securities granted by this Article V shall not be available for any offering that commences at any time after (i) April 13, 2016 (the “Preemptive Rights Expiration Date”) or (ii) the date on which the Investor Transfers any of the Securities that it acquired on the Closing Date or the Common Stock issued upon conversion of any Securities, or Hedges its exposure to the Common Stock, except as contemplated by clause (i) or (ii) of the first sentence of Section 4.1(a) and Section 4.1(e); provided, however, that the parties shall, no later than 3 months prior to the Preemptive Rights Expiration Date, discuss in good faith whether to extend the Preemptive Rights Expiration Date (with no obligation to extend).”

 

3. No Other Amendments. Except as expressly set forth herein, the Investor Agreement remains in full force and effect in accordance with its terms and nothing contained herein shall be deemed to be a waiver, amendment, modification or other change of any term, condition or provision of the Investor Agreement (or a consent to any such waiver, amendment, modification or other change). All references in the Investor Agreement to the Investor Agreement shall be deemed to be references to the Investor Agreement after giving effect to this Amendment.

 

4. Changes. This Amendment may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor.

 

5. Headings. The headings of the various sections of this Amendment have been inserted for convenience or reference only and shall not be deemed to be part of this Amendment.

 

6. Applicable Law and Submission to Jurisdiction. This Amendment will be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed within the State of Delaware. The provisions of Sections 9.5 and 9.12 of the Investor Agreement shall apply to this Amendment as if each such provision were set forth herein in their entirety.

 

7. Counterparts. This Amendment may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.


Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

AGREED AND ACCEPTED:

 

MORGAN STANLEY     MITSUBISHI UFJ FINANCIAL GROUP, INC.
       

By:

 

/s/ Ruth Porat

    By:  

/s/ Masaaki Tanaka

Name:

  Ruth Porat     Name:   Masaaki Tanaka

Title:

  Chief Financial Officer     Title:   Deputy President

[Signature Page to Third Amendment to Investor Agreement]


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
4/13/164,  FWP
Filed on:11/4/13424B2,  FWP
10/3/13424B2,  CERTNYS,  FWP
For Period end:9/30/1313F-HR,  424B2,  8-K,  CERTNYS,  FWP
6/30/1110-Q,  4,  424B2,  8-K,  FWP
10/27/08424B2,  FWP
10/13/083,  8-K
 List all Filings 


4 Subsequent Filings that Reference this Filing

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

 2/22/24  Morgan Stanley                    10-K       12/31/23  224:45M
 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
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Filing Submission 0001193125-13-425422   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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