MORGAN STANLEY FINANCE LLC, as Issuer MORGAN STANLEY, as Guarantor AND THE BANK OF NEW YORK MELLON, as Trustee Senior Indenture Dated as of February 16, 2016 CROSS REFERENCE SHEET1Senior Indenture • February 16th, 2016 • Morgan Stanley Capital Trust Iv • Finance services
THIS SENIOR INDENTURE, dated as of February 16, 2016 among MORGAN STANLEY FINANCE LLC, a Delaware limited liability company (the “Issuer”) and a wholly-owned subsidiary of Morgan Stanley, MORGAN STANLEY, a Delaware corporation (the “Guarantor”), and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”),
MORGAN STANLEY Global Medium Term Notes, Series F Global Units, Series F Global Warrants, Series F MORGAN STANLEY FINANCE LLC Global Medium Term Notes, Series A Global Units, Series A Global Warrants, Series A Fully and Unconditionally Guaranteed by...u.s. Distribution Agreement • February 16th, 2016 • Morgan Stanley Capital Trust Iv • Finance services • New York
Morgan Stanley, a Delaware corporation (“Morgan Stanley”), confirms its agreement with you with respect to the issue and sale from time to time by Morgan Stanley of up to $351,418,014,178 (or the equivalent thereof in one or more currencies other than U.S. dollars) aggregate initial public offering price, as such amount may be increased from time to time upon due authorization by Morgan Stanley, of its Global Medium Term Notes, Series F (the “Morgan Stanley Notes”), its Global Units, Series F (the “Morgan Stanley Units”) and its Global Warrants, Series F (the “Morgan Stanley Warrants”), in each case subject to reduction as a result of (A) the prior sale of Morgan Stanley Notes, Morgan Stanley Units and Morgan Stanley Warrants and (B) the prior or future sale of Morgan Stanley’s (i) Global Medium Term Notes, Series G and Series H, primarily outside of the United States, (ii) Global Units, Series G and Series H, primarily outside of the United States, (iii) other debt securities, warrant
as Guarantor AND THE BANK OF NEW YORK MELLON, as Unit Agent, as Trustee and Paying Agent under the Indenture referred to herein, and as Warrant Agent under the Warrant Agreement referred to herein UNIT AGREEMENT (For Units Without Holders’...Unit Agreement • February 16th, 2016 • Morgan Stanley Capital Trust Iv • Finance services • New York
UNIT AGREEMENT, dated as of February 16, 2016, by and among MORGAN STANLEY FINANCE LLC, a Delaware limited liability company (the “Company”) and a wholly-owned subsidiary of Morgan Stanley, MORGAN STANLEY, a Delaware corporation (the “Guarantor”), and THE BANK OF NEW YORK MELLON, a New York banking corporation (“The Bank of New York Mellon”), acting solely as unit agent under this Agreement (in its capacity as unit agent, the “Agent,” except to the extent that this Agreement specifically states that the Agent is acting in another capacity), The Bank of New York Mellon, as trustee and paying agent under the Indenture described below (in its capacity as trustee under the Indenture, the “Trustee” and, in its capacity as paying agent under the Indenture, the “Paying Agent”), and The Bank of New York Mellon, as Warrant Agent under the Warrant Agreement described below (in its capacity as Warrant Agent under the Warrant Agreement, the “Warrant Agent”).
MORGAN STANLEY FINANCE LLC, as Issuer MORGAN STANLEY, as Guarantor THE BANK OF NEW YORK MELLON, as Unit Agent, as Collateral Agent, as Trustee and Paying Agent under the Indenture referred to herein, and as Warrant Agent under the Warrant Agreement...Unit Agreement • February 16th, 2016 • Morgan Stanley Capital Trust Iv • Finance services • New York
UNIT AGREEMENT, dated as of February 16, 2016, by and among MORGAN STANLEY FINANCE LLC, a Delaware limited liability company (the “Company”) and a wholly-owned subsidiary of Morgan Stanley, MORGAN STANLEY, a Delaware corporation (the “Guarantor”), THE BANK OF NEW YORK MELLON, a New York banking corporation (“BNYM”), acting solely as unit agent and collateral agent under this Agreement (in its capacity as unit agent, the “Agent,” and, in its capacity as collateral agent, the “Collateral Agent”), except to the extent that this Agreement specifically states that the Agent is acting in another capacity, BNYM, as trustee and paying agent under the Indenture described below (in its capacity as trustee under the Indenture, the “Trustee” and, in its capacity as paying agent under the Indenture, the “Paying Agent”), and BNYM, as Warrant Agent under the Warrant Agreement described below (in its capacity as Warrant Agent under the Warrant Agreement, the “Warrant Agent”), and the holders from time
FORM OF PHYSICALLY-SETTLED PRE-PAID PURCHASE CONTRACT] MORGAN STANLEY FINANCE LLC [Insert Designation of Physically-Settled Pre-paid Purchase Contracts] PHYSICALLY-SETTLED PRE-PAID PURCHASE CONTRACT(S) Physically-Settled Pre-paid Purchase Contracts...Physically-Settled Pre-Paid Purchase Contract • February 16th, 2016 • Morgan Stanley Capital Trust Iv • Finance services
All capitalized terms used but not defined herein that are defined in the Unit Agreement (described below) have the meanings set forth therein, and if not defined therein, have the meaning set forth below.
MORGAN STANLEY FINANCE LLC, as Issuer MORGAN STANLEY, as Guarantor and THE BANK OF NEW YORK MELLON, as Warrant Agent [FORM OF WARRANT AGREEMENT] dated as of February 16, 2016Warrant Agreement • February 16th, 2016 • Morgan Stanley Capital Trust Iv • Finance services • New York
[Unless and until it is exchanged in whole or in part for Warrants in definitive registered form, this Warrant Certificate and the Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • February 16th, 2016 • Morgan Stanley Capital Trust Iv • Finance services • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) of MORGAN STANLEY FINANCE, LLC, a Delaware limited liability company (the “Company”), dated as of 21st day of January, 2016, is entered into by the sole Member of the Company, and amends and restates in its entirety that certain Agreement of Limited Liability Company, dated as of March 27, 2002, of the Company (the “Original LLC Agreement”).
