Obligation Morgan Stanleigh 4% ( XS0235620142 ) en EUR

Morgan Stanleigh

100 % ⇌

Etas-Unis

XS0235620142 ( en EUR )

4% par an ( paiement annuel )

17/11/2015 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley XS0235620142 en EUR 4%, échue

50 000 EUR

1 250 000 000 EUR

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de patrimoine et de courtage à une clientèle institutionnelle et privée.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en EUR, avec le code ISIN XS0235620142, paye un coupon de 4% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 17/11/2015

DATED: 18 April 2006

SERIES MEMORANDUM

BOIRO FINANCE B.V.
(incorporated with limited liability in The Netherlands and having its corporate seat in Amsterdam)

EUR 5,000,000,000

Programme for the issue of
Notes and the making of Alternative Investments

Series 203 EUR 5,000,000 Floating Rate Secured and Limited Recourse
Notes due 2016

The attention of investors is drawn to the section headed "Risk Factors" on page 5
of this Series Memorandum

Banco Bilbao Vizcaya Argentaria, S.A.

This Series Memorandum incorporates by reference the contents of the programme
memorandum (the "Programme Memorandum") dated 14 October 2005 relating to Boiro
Finance B.V. (the "Issuer") and constitutes a prospectus for the purposes of Directive
2003/71/EC of the European Parliament and of the Council of 4 November 2003 (the "Prospectus
Directive") and Article 25(1) of Commission Regulation No 809/2004 of 29 April 2004. This Series
Memorandum is supplemental to, and should be read in conjunction with, the Programme
Memorandum and the Programme described therein. Save as provided below, the Issuer has
taken all reasonable care to ensure that the information contained in this Series Memorandum is
true and accurate in all material respects and that in the context of the issue of the Notes, there
are no other material facts which would make misleading any statement herein or in the
Programme Memorandum. The Issuer accepts responsibility accordingly.
The Issuer accepts responsibility for the information contained in this Series Memorandum. To
the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure
that such is the case), such information contained in this Series Memorandum is in accordance
with the facts and does not omit anything likely to affect the import of such information. The
information contained in the section headed "Information relating to the Charged Assets" is
extracted from publicly available information and the Issuer accepts responsibility for accurately
reproducing such extracts. Such information has not been independently verified by the Issuer.
As far as the Issuer is aware and is able to ascertain from the information published no facts have
been omitted which would render the reproduced information inaccurate or misleading.
The delivery of this Series Memorandum at any time does not imply that any information
contained herein is correct at any time subsequent to the date thereof.
The Notes are issued on the terms set out in this Series Memorandum read together with the
Programme Memorandum.
This Series Memorandum does not constitute an offer of Notes and may not be used for the
purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation
is not authorised or to any person to whom it is unlawful to make such offer or solicitation, and no
action is being taken to permit an offering of the Notes or the distribution of this Series
Memorandum in any jurisdiction where such action is required.
1.1
No person has been authorised to give any information or to make representations other
than those contained in this Series Memorandum in connection with the issue or sale of
the Notes and, if given or made, such information or representations must not be relied
upon as having been authorised by the Issuer, the Arranger, the Trustee or any of them.
Neither the delivery of this Series Memorandum nor any sale made in connection herewith
shall, under any circumstances, create any implication that there has been no change in
the affairs of the Issuer since the date hereof.
Application has been made to the Irish Financial Services Regulatory Authority, as competent
authority under Directive 2003/71/EC, for the Series Memorandum to be approved. Application

has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and
trading on its regulated market.
Particular attention is drawn to the sections of this Series Memorandum headed "Investor
Suitability" and "Risk Factors".

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAWS, AND THE ISSUER IS NOT AND WILL NOT BE REGISTERED

2

UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE
"INVESTMENT COMPANY ACT"). THE NOTES MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT
OR BENEFIT OF, ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT).
Each purchaser or holder of Notes will be deemed to represent that it is not, and for so long as it
holds any Notes will not be, an employee benefit plan subject to the fiduciary responsibility
provisions of ERISA, a plan subject to Section 4975 of the United States Internal Revenue Code
of 1986, as amended, a person or entity whose assets include the assets of any such employee
benefit plan or plan by reason of 29 C.F.R. Section 2510.3-101 or otherwise, or any other
employee benefit plan without regard to the federal, state, local or foreign law pursuant to which
the plan is organised or administered, and such purchaser or holder is not using the assets of any
such plan to acquire the Notes

TABLE OF CONTENTS

Page
INVESTOR SUITABILITY.......................................................................................................4
RISK FACTORS .....................................................................................................................5
TERMS AND CONDITIONS OF THE NOTES .......................................................................7
USE OF PROCEEDS...........................................................................................................13
DESCRIPTION AND FORM OF CHARGED AGREMENT ..................................................13
CAPITALIZATION OF THE ISSUER ....................................................................................14
INFORMATION RELATING TO THE CHARGED ASSETS..................................................18
INFORMATION RELATING TO COUNTERPARTY AND CALCULATION AGENT ..............19
SUBSCRIPTION AND SALE................................................................................................20
GENERAL INFORMATION ..................................................................................................23
ENTITIES PARTICIPATING IN THE ISSUE.........................................................................24

3

INVESTOR SUITABILITY
The purchase of any Notes involves substantial risks. Each prospective purchaser of Notes
should be familiar with instruments having characteristics similar to the Notes and should fully
review all documentation for and understand the terms of the Notes and the nature and extent of
its exposure to risk of loss.
Before making an investment decision, prospective purchasers of Notes should conduct such
independent investigation and analysis regarding the Issuer, the Notes, the Mortgaged Property,
the Counterparty and all other relevant persons and such market and economic factors as they
deem appropriate to evaluate the merits and risks of an investment in the Notes. However as part
of such independent investigation and analysis, prospective purchasers of Notes should consider
carefully all the information set forth in the Programme Memorandum relating to the Programme
and the Issuer and this Series Memorandum and the considerations set out below.
Investment in the Notes is only suitable for investors who:
(1) have the requisite knowledge and experience in financial and business matters, and
access to, and knowledge of, appropriate analytical resources, to evaluate the
information contained in the Programme Memorandum and this Series Memorandum
and the merits and risks of an investment in the Issuer in the context of such investors'
financial, tax and regulatory circumstances and investment objectives;
(2) are capable of bearing the economic risk of an investment in the Issuer for an indefinite
period of time and the risk of the entire loss of any investment in the Issuer;
(3) are acquiring the Notes for their own account for investment, not with a view to resale,
distribution or other disposition of the Notes;
(4) recognise that there is no secondary market for the Notes, and no secondary market is
expected to develop in respect thereof, so that the purchase of the Notes is suitable
only for investors who can bear the risks associated with a lack of liquidity in the Notes
and who are prepared to hold the Notes for an indefinite period of time or until the final
redemption or maturity of the Notes; and
(5) are banks, investment banks, pension funds, insurance companies, securities firms,
investment institutions, central governments, large international or supranational
organisations or other entities, including inter alia treasuries and finance companies of
enterprises or high networth individuals with net own funds of at least EUR 10,000,000
who regularly operate on the financial markets.
The Issuer and the Dealer may, in their discretion, disregard interest shown by a prospective
investor even though that investor satisfies the foregoing suitability standards.

4

RISK FACTORS
The following is a description of certain aspects of the issue of the Notes of which any
prospective purchaser of Notes should be aware, but it is not intended to be exhaustive
and any prospective purchaser of Notes should also read the detailed information set out
elsewhere in this document and in particular, the attention of prospective purchasers of
Notes is drawn to "Risk Factors" in the Programme Memorandum.
Credit Considerations
Prospective purchasers of Notes should take into account, when making a decision as to whether
or not to invest in the Notes, that the timing of redemption of the Notes, the amount due to be paid
upon redemption of the Notes and the timing and the amount of any interest and principal due on
the Notes is dependent on the performance of the Charged Agreement.
Security
There can be no assurance that the amount payable on any early redemption or enforcement of
the security for the Notes will be equal to the outstanding Principal Amount of the Notes. Any
shortfall in payments due to the Noteholders will be borne in accordance with the Priority of
Payments specified in Paragraph 4 of "Conditions of the Notes", and any claims of the
Noteholders remaining after a mandatory redemption of the Notes or a realisation of the security
and application of the proceeds as aforesaid shall be extinguished. None of the Programme
Parties or the obligors under the Mortgaged Property (other than the Issuer) has any obligation to
any Noteholder for payment of any amount owing by the Issuer in respect of the Notes.
Professional market parties
Each Noteholder is deemed to have represented that it is a Professional Market Party. In the
event that such Noteholder is not a Professional Market Party and its Notes are not sold and
transferred as set out in Condition 7(n) (Professional Market Party Redemption), the Issuer shall
redeem such Notes in accordance with such Condition 7(n).
Charged Assets
To the extent that the nominal Amount and/or market value of the Charged Assets is at any time
less than the nominal amount and/or market value of the Notes and the Other obligations secured
on the Mortgaged Property, investor's exposure to the other assets comprising the mortgaged
Property, the Counterparty and the other obligors in respect thereof is increased.
Taxation
Each Noteholder will assume and be solely responsible for any and all taxes of any jurisdiction or
governmental or regulatory authority, including, without limitation, any state or local taxes or other
like assessment or charges that may be applicable to any payment to it in respect of the Notes.
The Issuer will not pay any additional amounts to Noteholders to reimburse them for any tax,
assessment or charge required to be withheld or deducted from payments in respect of the Notes.

5

Legality of purchase
Neither the Issuer nor the Counterparty has or assumes responsibility for the lawfulness of a
prospective purchaser's acquisition of the Notes, whether under the laws of the jurisdiction of its
incorporation or the jurisdiction in which it operates (if different) or the compliance by that
prospective purchaser with any law, regulation or regulatory policy applicable to it. A prospective
purchaser of Notes may not rely on the Issuer or the Counterparty in connection with its
determination as to the legality of its acquisition of the Notes or as to the other matters referred to
above.
Arm's-length contractual counterparty
The Counterparty is merely an arm's-length contractual counterparty to the Issuer and is not its
financial adviser or fiduciary.
Independent Review and Advice
Each prospective purchaser of Notes is responsible for its own independent appraisal of and
investigation into the business, financial condition, prospects, creditworthiness, status and affairs
of any obligor under the Charged Assets, as well as the risks in respect of the Notes and their
terms, including, without limitation, any tax, accounting, credit, legal and regulatory risks.
Business Relationships
The counterparty may have existing or future business relationships with any of the Issuers of the
Charged Assets (including, but not limited to, lending, depositary, risk management, advisory and
banking relationships), and will pursue actions and take steps that it deems or they deem
necessary or appropriate to protect its or their interests arising therefore without regard to the
consequences for any Noteholder.

6

TERMS AND CONDITIONS
BOIRO FINANCE B.V.

EUR 5,000,000,000 Programme

For the issue of Notes and the making of Alternative Investments

Issue of Series 203 EUR 5,000,000 Floating Rate Secured and Limited Recourse Notes due 2016
(the "Notes")

The following shall complete, modify and amend the Master Conditions (October 2005 Edition)
(Ref: MCOctober 2005) in the form signed for the purposes of identification by Banco Bilbao
Vizcaya Argentaria, S.A. on 14 October 2005 as specified in the Constituting Instrument dated the
Issue Date constituting the Notes (the "Constituting Instrument") which shall apply to the Notes
as so completed, modified and amended. Unless the context otherwise requires, expressions
used herein and not otherwise defined in the Constituting Instrument shall have the meanings
respectively ascribed to them by the provisions of the 2000 ISDA Definitions as published by the
International Swaps and Derivatives Association, Inc. References in this Terms and Conditions to
"paragraphs" and "sub-paragraphs" are to the paragraphs and sub-paragraphs of Terms and
Conditions, unless the context requires otherwise.

1.
(i)
Issuer:
Boiro Finance B.V.
(ii)
Dealer:
Banco Bilbao Vizcaya Argentaria, S.A.
(iii)
Counterparty:
Banco Bilbao Vizcaya Argentaria, S.A.
(iv)
Trustee:
Deutsche Trustee Company Limited.
(v)
Issue Agent and Principal Banco Bilbao Vizcaya Argentaria, S.A..
Paying Agent
(vi)
Irish Paying Agent:
BBVA Ireland PLC.
(vii)
Custodian:
Banco Bilbao Vizcaya Argentaria, S.A.
(viii)
Interest Calculation Agent:
Banco Bilbao Vizcaya Argentaria, S.A.
(ix)
Determination Agent:
Banco Bilbao Vizcaya Argentaria, S.A.
(x) Registrar:
Not
applicable.
(xi)
Realisation Agent:
Banco Bilbao Vizcaya Argentaria, S.A.
(xii) Collateral
Agent:
Not
applicable.
(xiii)
Listing Agent:
Banco Bilbao Vizcaya Argentaria, S.A.
2. (i) Series
Number:
203.
(ii) Currency:
Euro
("EUR").
3.
Principal Amount:
EUR 5,000,000

7

4.
Status:
The Notes are secured and limited recourse
obligations of the Issuer ranking pari passu and
rateably without preference among themselves,
recourse in respect of which is limited in the
manner described in the Conditions. The Notes
are secured in the manner described in
Condition 4 and paragraph 11 (Security) below
and are subject to Counterparty Priority.
5.
Issue Price:
100 per cent.
6.
Authorised Denomination:
EUR 100,000.
7.
Issue Date:
18 April 2006.
8.
Maturity
Date:
18 April 2016, subject to adjustment in
accordance with the Modified Following
Business Day Convention.
Euro 5,000,000 nominal amount of Euro
9. Charged
Assets:
1,250,000,000 4 per cent Fixed Rate Note due
2015 issued by Morgan Stanley. ISIN CODE:
XS0235620142.

The Charged Assets will be delivered on the
Issue Date by the Counterparty as provided in
the Swap Agreement (see section headed
Charged Agreement).

For additional information on the Charged
Assets see section headed Information Relating
to the Charged Assets below.

10. Charged
Agreement:
The International Swaps and Derivatives
Association, Inc. ("ISDA") 1992 form of Master
Agreement and a schedule thereto dated the
date of the Constituting Instrument between the
Counterparty and the Issuer; as supplemented
by a confirmation of a swap transaction (the
"Swap Confirmation") entered into between the
Counterparty and the Issuer, with an effective
date of the Issue Date (the "Swap Agreement").
The description of the Swap Agreement set out
below is a summary of certain features of the
Swap Agreement and is qualified by reference
to the detailed provisions of the Swap
Agreement.

8

Payments under the Swap Agreement
The Issuer will pay to the Counterparty an
amount equal to the net subscription moneys for
the Notes and sums equal to interest and
principal payable from time to time in respect of
the Charged Assets and the Counterparty will
pay to the Issuer an amount equal to the net
sum payable by the Issuer for the purchase of
the Charged Assets and sums equal to the
interest and principal payable to the Noteholders
under the Notes.
Termination of the Swap Agreement
The Swap Agreement may terminate prior to the
Maturity Date of the Notes in each of the
following circunstances:
(i) if at any time the Notes become payable in
accordance with the Conditions prior to the
Maturity Date;
(ii) at the option of one party, if there is a failure
by the other party to pay any amounts due, or to
comply with or perform any obligation, under the
Swap Agreement
(iii) if withholding taxes are imposed on
payments made by the Issuer to the
Counterparty under the Swap Agreement or it
becomes illegal for either party to perform its
obligations under the Swap Agreement;
(iv) upon the occurrence of certain other events
with respect to either party to the Swap,
including insolvency.
Except as specified above and in certain other
circumstances specified therein, the Swap
Agreement shall terminate on the Maturity Date.
Consequences of Early Termination
Upon any such early termination of the Swap
Agreement, the Issuer or the Counterparty may
be liable to make a termination payment to the
other (regardless, of which party may have
caused such termination). Such termination
payment will be based on the replacement cost
or gain for a swap transaction that would have
the effect of preserving for the party making the
determination the economic equivalent of the
Swap. In all cases of early termination occurring
other than by reason of a default by the
Counterparty (in which case the determination
will be made by the Issuer) or illegality (in which
case the party which is not the Affected Party
(as defined in the Swap Agreement) will make

9

the determination), the termination payment will
be determined by the Counterparty.
Taxation
Neither the Issuer nor the Counterparty is
obliged under the Swap Agreement to gross up
if withholding taxes are imposed on payments
made by either of them under the Swap
Agreement.
11.
Security:
As set out in Condition 4(a).
For the purposes of Condition 4(d) Counterparty
Priority applies.
12.
Zero Coupon Note Provisions:
Not applicable.
13.
Floating Rate Note Provisions:
Applicable.
(i) Interest Commencement Date:
The Issue Date.
(ii)
Interest Payment Dates:
Each 18 April commencing on 18 April 2007
and ending on the Maturity Date.
(iii)
Interest
Periods:
The first Interest Period beginning on (and
including) the Interest Commencement Date and
ending on (but excluding) the first Interest
Payment Date and each successive Interest
Period beginning on (and including) an Interest
Payment Date and ending on (but excluding) the
next succeeding Interest Payment Date.
(iv)
Interest Determination Date:
Two Business Days prior to the first day of each
Interest Period.
(v)
Benchmark:
12 months EURIBOR.
(vi)
Day Count Fraction:
Actual/360.
(vii)
Calculation Amount:
The Principal Amount of the Note.
The Benchmark shall be determined by the
(viii)
Primary Source for Interest Interest Determination Agent on each Interest
Rate Quotations:
Determination Date by reference to the Reuters
page EURIBOR01 fixed at the Relevant Time. If
at the Relevant Time of the relevant Interest
Determination Date more than one rate for the
Benchmark is displayed, the Benchmark shall
be the arithmetic mean of such rates.

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