EXHIBIT 1-f MORGAN STANLEY Morgan Stanley DirectSecurities(SM) DISTRIBUTION AGREEMENTDistribution Agreement • August 8th, 2003 • Morgan Stanley • Finance services • New York
Exhibit 4 ===================================================================== =========== MORGAN STANLEY CAPITAL TRUST III AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • April 11th, 2003 • Morgan Stanley • Finance services • Delaware
Exhibit 1-b UNDERWRITING AGREEMENT (Preferred Stock and Depositary Shares)Underwriting Agreement • May 28th, 1997 • Dean Witter Discover & Co • Finance services • New York
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with...Joint Filing Agreement • December 29th, 2000 • Morgan Stanley Dean Witter & Co • Finance services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Series B Preferred stock and Common Stock, par value $0.001, of Cardiac Pathways Corporation, a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
Exhibit 10.1 Services Agreement by and between MSDW and IBM effective as of July 1, 1999 Amended and Restated as of December 21, 2001 (Certain confidential portions of this Exhibit have been omitted, as indicated by a { * } in the text, and filed with...Services Agreement • February 14th, 2002 • Morgan Stanley Dean Witter & Co • Finance services
RECITALS --------Rights Agreement • June 29th, 1999 • Morgan Stanley Dean Witter & Co • Finance services
EXHIBIT 15 To: Lloyds TSB Bank plc. l. In consideration of your agreeing to grant or continuing to grant banking facilities to VTL (UK) Limited (hereinafter called the "Customer") upon the terms of the agreement between you and the Customer dated 21...Guarantee Agreement • October 24th, 2005 • Morgan Stanley • Finance services
Exhibit 10.3 SETTLEMENT AND RELEASE AGREEMENT This Settlement and Release Agreement dated November 22, 2005 (the "Agreement") by and between Morgan Stanley (the "Company") and John Havens (the "Executive") sets forth the agreement reached concerning...Settlement Agreement • November 23rd, 2005 • Morgan Stanley • Finance services • New York
Exhibit 10 AMENDED AND RESTATED -------------------- EMPLOYMENT AGREEMENT -------------------- This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") by and between Morgan Stanley (the "Company"), and John J. Mack (the "Executive") dated as...Employment Agreement • September 22nd, 2005 • Morgan Stanley • Finance services • New York
Exhibit 9 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 23rd, 2004 • Morgan Stanley • Finance services • New York
Exhibit 1 UNDERWRITING AGREEMENTUnderwriting Agreement • May 28th, 1997 • Dean Witter Discover & Co • Finance services • New York
EXHIBIT 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with...Joint Filing Agreement • November 3rd, 2006 • Morgan Stanley • Security brokers, dealers & flotation companies
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01, of IMPSAT Fiber Networks, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
EXHIBIT 10 CARDIAC PATHWAYS CORPORATION COMMON STOCK PURCHASE AGREEMENT November 7, 2000Common Stock Purchase Agreement • December 29th, 2000 • Morgan Stanley Dean Witter & Co • Finance services • California
Karen C. Jamesley 1585 Broadway Managing Director New York, NY 10036 Global Human Resources tel 212 761 7243 fax 212 761 0673 Morgan Stanley [Logo Omitted] December 20, 2005 Mr. David. H. Sidwell c/o Morgan Stanley 1585 Broadway New York, New York...Letter Agreement • December 22nd, 2005 • Morgan Stanley • Finance services
REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (the "AGREEMENT") is made and entered into as of July 8, 1997, by and among American Industrial Properties REIT, a Texas real estate investment trust (the...Registration Rights Agreement • July 18th, 1997 • Morgan Stanley Dean Witter Discover & Co • Finance services • New York
EXHIBIT 16 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (as it may be amended from time to time, this "Agreement"), is entered into as of January 16, 2004 by and among Morgan Stanley Dean Witter Equity Funding, Inc., a Delaware...Securities Purchase Agreement • January 23rd, 2004 • Morgan Stanley • Finance services • New York
PAGE 8 EXHIBIT 3 STOCKHOLDERS' AGREEMENT STOCKHOLDERS' AGREEMENT (this "Agreement"), dated as of October 1, 1998 among Avi Arad ("Arad"); the various Dickstein entities and individuals listed on the signature pages hereto (the "Dickstein Entities");...Stockholders' Agreement • November 3rd, 1999 • Morgan Stanley Dean Witter & Co • Finance services • Delaware
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANYSecurities Purchase Agreement • May 19th, 2000 • Morgan Stanley Dean Witter & Co • Finance services • Ohio
RECITALSStock Option Agreement • February 14th, 1997 • Dean Witter Discover & Co • Personal credit institutions • Delaware
April __, 1997 Re: Amended and Restated Agreement and Plan of Merger Dated as of April __, 1997 between Morgan Stanley Group Inc. and Dean Witter, Discover & Co. ------------------------------------------------- Morgan Stanley Group Inc. 1585 Broadway...Agreement and Plan of Merger • April 11th, 1997 • Dean Witter Discover & Co • Asset-backed securities
Re: Amended and Restated Agreement and Plan of Merger Dated as of April __, 1997 between Morgan Stanley Group Inc. and Dean Witter, Discover & Co. -------------------------------------------------
TRUST AGREEMENT OF MORGAN STANLEY CAPITAL TRUST IXTrust Agreement • July 29th, 2004 • Morgan Stanley • Finance services • Delaware
INVESTMENT AGREEMENT DATED AS OF JANUARY 23, 1998 AMONG INTEGRAMED AMERICA, INC. AND MORGAN STANLEY VENTURE PARTNERS III, L.P., MORGAN STANLEY VENTURE INVESTORS III, L.P. AND THE MORGAN STANLEY VENTURE PARTNERS ENTREPRENEUR FUND, L.P.Investment Agreement • February 3rd, 1998 • Morgan Stanley Dean Witter Discover & Co • Finance services • New York
EXHIBIT 2 AGREEMENT AND PLAN OF MERGERMerger Agreement • May 18th, 2006 • Morgan Stanley • Finance services • Delaware
AMENDMENT NO. 1 to the AMENDED AND RESTATED TRUST AGREEMENT by and between MORGAN STANLEY DEAN WITTER & CO. and STATE STREET BANK AND TRUST COMPANYTrust Agreement • February 14th, 2002 • Morgan Stanley Dean Witter & Co • Finance services
dated as ofCredit Agreement • April 30th, 1997 • Dean Witter Discover & Co • Finance services • New York
EXHIBIT 2 REGISTRATION RIGHTS AGREEMENT Dated as of March 25, 2003Registration Rights Agreement • April 3rd, 2003 • Morgan Stanley • Finance services • New York
ARTICLE 1 PRINCIPAL AND INTERESTNote Agreement • April 23rd, 2004 • Morgan Stanley • Finance services • New York
Exhibit 2.9 UNDERWRITING AGREEMENT MORGAN STANLEY CAPITAL TRUST VI CAPITAL SECURITIES (Fully and unconditionally guaranteed, to the extent described herein, by Morgan Stanley) January 19, 2006 To the Managers named in Schedule I hereto for the...Underwriting Agreement • January 27th, 2006 • Morgan Stanley • Finance services • New York
JOINT FILING AGREEMENTJoint Filing Agreement • May 9th, 2006 • Morgan Stanley • Finance services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.01 par value per share, of TransMontaigne, Inc., a Delaware corporation, and further agrees that this joint filing agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
MORGAN STANLEY FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • January 11th, 2006 • Morgan Stanley • Finance services • New York
EXHIBIT 13 JOINDER TO INVESTOR RIGHTS AGREEMENT This Joinder To Investor Rights Agreement (this "Agreement") is dated as of December 19, 2003 and is by and among Electric City Corp., a Delaware corporation (the "Company"), Augustine Fund LP, an...Investor Rights Agreement • January 15th, 2004 • Morgan Stanley • Finance services • New York
EXHIBIT 4.3 MSDW CAPITAL TRUST I AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • April 13th, 1998 • Morgan Stanley Dean Witter & Co • Finance services • Delaware
ANDDeposit Agreement • May 28th, 1997 • Dean Witter Discover & Co • Finance services • New York
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANYSecurities Purchase Agreement • March 11th, 2002 • Morgan Stanley Dean Witter & Co • Finance services • Ohio
BY AND AMONGMerger Agreement • June 19th, 2006 • Morgan Stanley • Finance services • Delaware
