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Please see important disclosures on pages 1 and 2 and Appendix A
Rhinebridge Plc
Table of Contents
This material was prepared by sales, trading, banking or other non-research personnel of one of the following: Morgan Stanley & Co. Incorporated, Morgan Stanley & Co.
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This information is based on or derived from information generally available to the public that, as far as Morgan Stanley is aware, is the most recent information available. IKB Credit
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1
Rhinebridge Plc
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2
Rhinebridge Plc
Section 1
Executive Summary
All information in this section is for discussion purposes only. The transaction is at a structuring phase
and the actual structure of the transaction and characteristics of the offered securities may differ from
these presented herein and Morgan Stanley shall be under no obligation to provide updates to this
information.
Transaction Summary
Transaction
• This presentation discusses Rhinebridge Plc (“Rhinebridge”), a Structured Investment Vehicle managed by IKB
CAM, the asset management arm of IKB Deutsche Industriebank AG (“IKB AG”)
• Rhinebridge is targeting $2.5 Bn in ABS assets at the first close, comprising:
– HEL, ABS CDOs, RMBS, CMBS and Credit Cards
Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or
any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 3
Rhinebridge Plc Executive Summary
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any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 4
Rhinebridge Plc Executive Summary
Rhinebridge Overview
be an easily scalable
investment vehicle Collateral Manager
partners
[25]
Junior
Capital Note
Trustee 2,3,4 [NR]
1. The rights of the holders of the Senior Capital Notes are subordinated to the rights of all other creditors of, and any other claims against, Rhinebridge, apart from Mezzanine and Junior
Capital Note holders. The rights of the holders of the Mezzanine Capital Notes are subordinated to the rights of all other creditors of, and any other claims against, Rhinebridge, apart
from the Junior Capital Note holders
2. The rights of the holders of the Junior Capital Notes are subordinated to the rights of all other creditors of, and any other claims against, Rhinebridge
3. The structure and description are for illustrative purposes only and may not represent the final structure. The actual structure may vary from the above based on, inter alia, rating
Please see important disclosures on pages 1 and 2 and Appendix A agency requirements
4. CP, MTN and Capital Notes will be issued into non-US jurisdictions via a special purpose vehicle (SPV) incorporated in Ireland (“Rhinebridge”). Another SPV incorporated in Delaware
(“Rhinebridge Finance LLC“) will co-issue CP and MTN and may co-issue Capital Notes alongside Rhinebridge into the US
5. Target rating, subject to rating agency confirmation 5
6. Rating refers to payment of principal and interest of 1 month Libor plus 25 bps only
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any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.
Rhinebridge Plc Executive Summary
Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or
any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 6
Rhinebridge Plc
Section 2
IKB AG – Strategy
• Leading German • High expertise in all fields of corporate finance (rating advisory, industry
Competitive
securitisation platform for research)
Edge
corporate assets (PROMISE)
• Outstanding and highly flexible business model
• Strong and stable customer relations based on relationship banking
• Significant and expanding • Market leader in long-term lending to the “Mittelstand“
structured credit asset
manager
Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or
any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 7
Rhinebridge Plc Overview IKB AG and IKB CAM
• Over 50 years experience in Loan Volume Long-Term Loans to the Industrial Sector
long-term corporate finance
45
38.6 Others
• Market leader in long-term 40
33.6
36.8
10%
IKB
13%
35 31.2
lending in Germany (market 29.3
30.7
30 Large
share: 13 %) 25
Commerical
€ Bn Mutual Banks,
Banks
20 19%
14.5%
Source: IKB CAM Source: Deutsche Bundesbank, March 2006; Total volume: €74.5 billion
250
200
IKB
150
DAX
100
MDAX
50 Prime Banks
0
Apr/ Jul/ Oct/ Jan/ Apr/ Jul/ Oct/ Jan/ Apr/ Jul/ Oct/ Jan/ Apr/ Jul/ Oct/ Jan/ Apr/ Jul/ Oct/ Jan/ Apr/ Jul/ Oct/
01 01 01 02 02 02 02 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06
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any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 8
Rhinebridge Plc Overview IKB AG and IKB CAM
0
(2) (2) (2)
2001/02 2002/03 2003/04 2004/05 2005/06 H1
• RoE before taxes: 21.4% (as Corporate Clients
2006/07
33%
per Sept 30, 2006) Structured
Finance (1)
29%
• Ratings:
RoE – Exceeding the 20% RoE Target on a 6-
– Moody’s Aa3/P-1 (stable Month Basis (%)
outlook)
25%
– Fitch A+/F1 (stable Structured Credit 21.4%
29% 20% 18.8% +2.6%
outlook) 16.4%
15.0% 15.6%
15.0%
15%
10%
5%
0%
(2) (2) (2)
2001/02 2002/03 2003/04 2004/05 2005/06 H1
(3)
2006/07
Notes
1. Structured Finance Assets: More than 50% generated internationally
2. German GAAP
Please see important disclosures on pages 1 and 2 and Appendix A
3. Annualised
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any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.
Past performance is no guarantee of future results 9
Rhinebridge Plc Overview IKB AG and IKB CAM
Structured Credit
Investments
Notes
Please see important disclosures on pages 1 and 2 and Appendix A 1. Including Warehouse
2. Including Balance sheet
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any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 10
Rhinebridge Plc Overview IKB AG and IKB CAM
PROMISE-I2002-1
PROMISE-I 2002-1 SEAS
SEAS 2005-1
2005-1 FORCE
Force 2006-1
2006-1
Start-Vol.:
Start-VEUR 3.650
ol.: EUR MM m
3.650 Start-Vol.: EUR
Start-V 650 MM
ol.: EUR 650 m EUR
EUR [370]MM
[216.5] m
Replenishment:
+ Repl.: EUR
EUR 6.000
6.000 mMM Replenishment:
+ Repl.: EUR EUR 1.170
1.170 m MM [in [planned]
progress]
PROMISE-I
PROMISE-I Mob. Mob. 2005
2005-1
-1 Bacchus
Bacchus2006-1
2006-1
Start-Vol.:
Start-VEUR 750 750
ol.: EUR MM m
EUR 400
EUR MM
400 m
Replenishment:
+ Repl.: EUR950
EUR 950mMM
PROMISE-I
PROMISE- Mob.2005
I Mob. 2005-2
-2 Bacchus2006-2
Bacchus 2006-2
Start-Vol.:
Start-VEUR 1.500
ol.:EUR MMm
1.500 EUR
EUR410410MM
m
Replenishment:
+ Repl.: EUREUR 2.000mMM
2.000 [execution]
PROMISE-
PROMISE-I I Mob.
Mob.2007-1
2006-1 ?Bacchus
Bacchus III 2006-1
(US) (US)?
EUR
Start-Vol.: EUR[1.000]
1.000mMM EUR400
EUR 400MM m
Replenishment: EUR 2.400 MM [execution] [planned]
[planned]
?Bacchus IV?
Bacchus 2007-1 Synthetic CLO
EUR [400] m
EUR 400 MM
[in [planned]
progress] Cash CLO
Please see important disclosures on pages 1 and 2 and Appendix A
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any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 11
Rhinebridge Plc Overview IKB AG and IKB CAM
Assets under
management
2006
2006
> $10 Bn
9/2006:
2003 Structured credit
2003
expertise
Start: structured concentrated in
credit investments IKB CAM
within IKB AG
2002
2002
Foundation of
Starting cash 2001
2001 Rhineland Funding
flow lending (leveraged
loans and
project finance)
2000
2000
Derivative business
Foundation 1930s
1930s
1924 Pioneered
1924 long-term lending
domestically
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any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 12
Rhinebridge Plc Overview IKB AG and IKB CAM
• IKB CAM is one of the largest participants in primary CDO transactions with
strong access to assets across vintages and asset classes
Access • IKB CAM investment team is comprised of 20 portfolio managers and analysts
to Collateral and 20 compliance, IT, legal and operations & surveillance staff
• Excellent coverage by more than 40 arranger banks and access to 50 top
ranking asset managers
• IKB CAM has one of the largest databases of CDO structures and performance
• Market leading ABS/CDO evaluation and surveillance platform
Market-Leading
Technology/ • As a member of IKB Group access to group-wide personnel, technology and
Credit Process risk management ressources
• Decision making process based on IKB‘s long standing experience with all
types of structured credit and ABS investments
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any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 13
Rhinebridge Plc Overview IKB AG and IKB CAM
Overview
• Total assets under
management as of 31 • IKB CAM is responsible for the management of the Rhineland conduit, IKB AG Direct Investments and other
December 2006 – third party funds
$23.9 Bn
• Clear path of growth shows the high degree of commitment
• Rhinebridge provides IKB CAM with an ideal opportunity to further leverage its core structured credit
competences
25 23.9
21.2 12.6
20
8.8
15.3 9.0
15
11.8
6.8
10 4.2
8.4
15.1 15.5
2.6
12.2
5
3.1 8.6
7.6
0.9 5.8
2.2
0
March 02 March 03 March 04 March 05 March 06 December 06 March 07 (Projected)
Please see important disclosures on pages 1 and 2 and Appendix A IKB AG Direct and other 3rd party Investments
Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or
any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 14
Rhinebridge Plc Overview IKB AG and IKB CAM
Michael Braun
Winfried Reinke (CIO), Dr. Frank Lehrbass
Head of Treasury and
Managing Directors Investment Adviser
Neil Ryan
Credit Portfolio Research Legal/ Surveillance
Director, Head of IKB CAM IT/Systems
Analysis Investments Structuring
London Branch
Wolfgang Bathis
Hubert Langer Ute Wissing (ABS)
Jens Kersting
TBA
Hendrik
Rhinebridge Dedicated
Markus
Dziemba Walloch Personnel Doris Rimpler
Daniel Kluge
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any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 15
Rhinebridge Plc Overview IKB AG and IKB CAM
Overview
• The IKB CAM investment team is comprised of 20 dedicated portfolio managers and analysts with experience
across disciplines including CDOs, HEL, RMBS, CMBS, and computer and math sciences
• Senior members of IKB CAM’s investment team have worked together for over 6 years
• IKB CAM employs 20 people in legal, compliance, IT, mid-office and other support functions
• Knowledge is also drawn from other team members and the wider IKB CAM team
• Investment decisions follow a detailed investment process
• Portfolio managers specialise in a number of asset classes and portfolio strategies
Winfried Reinke 29 years treasury and structured credit experience at Citigroup, DG Bank, IKB AG and IKB International Luxembourg
S.A.
Dr. Frank Lehrbass 12 years credit portfolio management, treasury, trading and derivatives experience at West LB and DG Hyp
Michael Braun 28 years treasury and ABS experience at IKB AG Düsseldorf and IKB International Luxembourg S.A.
Neil Ryan 17 years experience in ABS and credit markets at Abbey National, Lehman Brothers, BW Bank Ireland and NASPA
Dublin
Volker de Haan, CFA 10 years as Investment Manager at African Development Bank, Allianz Asset Management and Dresdner Kleinwort
Dr. Thomas Wölwer 10 years of experience in ABS/CDOs structuring and banking at Dresdner Kleinwort, KPMG Consulting and Deutsche
Bank
Wolfgang Bathis 17 years of credit and RMBS experience at HVB, Helaba and IKB International Luxembourg S.A.
Dr. Klaus Dieter 7 years of investment and quantitative research experience at the National Treasury of South Africa and ING Barings
Bauknecht
Holger Rabelt 13 years of experience in credit and ABS analysis at Dresdner Bank AG Frankfurt / Luxembourg and IKB AG
Please see important disclosures on pages 1 and 2 and Appendix A
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any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 16
Rhinebridge Plc
Section 3
Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or
any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 17
Rhinebridge Plc IKB CAM Investment Strategy
Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or
any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 18
Rhinebridge Plc IKB CAM Investment Strategy
Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or
any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 19
Rhinebridge Plc IKB CAM Investment Strategy
Qualitative Rating
• Measurement of 7 factors (soft facts) to assess a
manager´s capabilities/expertise
Rating Portfolio-Manager
• Frequent onsite manager due diligence
Quantitative Rating
• Measurement of pool-performance by means of
Moody´s WARF and adjusted annual loss/gain of OC-
Rating Portfolio-Manager ratio
• Comparison of all transactions publicly rated by
Moody´s per asset class and vintage
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any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 20
Rhinebridge Plc IKB CAM Investment Strategy
Monitoring
• Weekly mark to market of the entire portfolio (bid side) prepared by QSR and sent to the Rating Agencies
• Measurement and monitoring of underlying Available Funds Cap risk within HEL portfolio is captured and
managed within limits agreed with the Rating Agencies
• The CPR of the portfolio is captured on a macro and micro basis within the portfolio pool based on reporting
monthly or quarterly reporting periods
• Individual reviews of each trustee report with comparison to initial transaction expectation and key tests as soon as
it is published
Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or
any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 21
Rhinebridge Plc
Section 4
1
Structural Features 1 Indicative Capital Structure
(Based on Target Portfolio)
• Rhinebridge is a Structured Investment Vehicle Percentage Rating Maturity
managed by IKB CAM London Branch
Senior Capital Notes [2.0-3.5]% [Aaa] Variable
• 3 series of Capital Notes issued
Mezzanine Capital
• Dynamic capital structure, reflecting changes in the
portfolio composition Notes [4.5-6.0]% [A/A3] Variable
• Customized maturity of Capital Notes Junior Capital Notes [1.0]% [NR] 10 years
• ABS and CDO focused SIV
Combination Capital
• QSR is third party administrator Notes [NA] [Baa2]
2
10 years
Please see important disclosures on pages 1 and 2 and Appendix A 1. This structure is for illustrative purposes only and may not represent the final structure. Actual structure may vary from the above based on then-current market conditions and other factors
2. Rating refers to payment of principal and interest of 1 month Libor plus 25 bps only
Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or 22
any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.
Rhinebridge Plc Rhinebridge: Structure & Portfolio
HEL
The portfolio can be broken
• The HEL portion of the currently ramped-up portfolio maintains a conservative approach towards the current
down into four parts built on
market environment
IKB CAM’s overall credit
strategy while also – Majority of the AAA rated HELs purchased during the ramp-up phase with the benefit of current higher
underlining IKB AG’s levels of credit enhancement from the rating agencies
commitment to this – Majority of the initial AA and A rated HELs selected from the existing portfolio of seasoned AA and A rated
transaction HEL currently held on IKB AG’s balance sheet
• Both parts of this portfolio have been sourced by applying the experience that IKB CAM has through its in-depth
involvement in, and knowledge of, the US HEL market which has been developed to support a look through
analysis into IKB Group’s CDO of ABS portfolio managed by IKB CAM
• IKB CAM’s research department also provides insight into servicer and asset selection from a macro and name
specific perspective
CDOs
• IKB CAM has developed a leading position in the structured finance market through its innovative application of
rigorous selection methodologies to the CDO market
• Rhinebridge has access to both the assets held on IKB Group’s books and the benefit of the experienced
personnel involved in this business for IKB AG
CMBS/RMBS
• Asset selection has been concentrated on liquid, AAA rated new issue assets that maintain the focused credit
selection approach
Corporate/Financial Institution
• Option to invest in corporate and/or financial institution securities post closing, but no allocation in the initial
target portfolio
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any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 23
Rhinebridge Plc Rhinebridge: Structure & Portfolio
Portfolio Parameters
Expected, Eligible and Operational Limits
1. In cases where multiple portfolio parameter limits are breaching, the increased capital requirements shall depend on the nature and severity of such breaches and may be less than the sum of
the increased capital charges that would result if each portfolio parameter test breached independently
2. Portfolio characteristics described are indicative and subject to change and may be amended post launch subject to rating agency consent
Please see important disclosures on pages 1 and 2 and Appendix A 3. Exceptional concentration limits are applicable only to monolines, mastertrusts and government agency investments or other investment types with rating agency approval. Any other
investment types are subject to normal single obligor concentration limits
4. Assets rated below A-/A3 cannot be purchased into the portfolio. Credit slippage post purchase may result in the portfolio including asset rated below A-/A3
Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or 24
any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.
Rhinebridge Plc Rhinebridge: Structure & Portfolio
• Capital requirements will be calculated using dynamic rating agency approved Capital Matrices and a Simulation Model, both of
which will be based on historic spread data analysis
– Capital requirements are a function of the portfolio composition and the asset/liability mismatch
• Capital Matrices – will be utilised to assign minimum Restricted Investments and Restricted Funding Capital
– Capital matrices calculate capital on an asset by asset basis, as a function of asset weighted average life, rating and ABS industry
– Seven ABS industry category specific matrices replace the ‘one size fits all’ approach of traditional SIV capital matrices
– These capital matrices are derived by analysing historical spread data for each asset class. For instance, for S&P, the calculations use 3
times historical spread standard deviation plus an additional penalty
– For example, the S&P capital requirement for a 5 year AAA CMBS is 5.42%. This capital buffer is sufficient to absorb approximately
118 basis points of spread widening in contrast to worst case one week AAA CMBS spread movement since 12th July 1996 is 302
– Capital matrices have been set by the rating agencies to be consistent with those used by existing SIVs
– Total rating agency capital requirement is the sum of all asset and hedge counterparty capital requirements and other components as
agreed with the rating agencies
• Simulation Model – Calculates the Senior Capital Note and Mezzanine Capital Note Buffer
– The simulation model uses a combination of historical spread data and rating transition matrices agreed on with the rating agencies to
simulate asset performance and imply capital requirements and defeasance probabilities
– The model utilises a Monte Carlo simulation: it simulates a large number of paths and considers the distribution of results in order to
imply the rating of the Senior Capital Notes and the Mezzanine Capital Notes
– Use of the simulation model for rating Senior Capital Notes and Mezzanine Capital Notes has been agreed with S&P and Moody’s. The
model runs 100,000 simulations on a weekly basis to reconfirm the rating of the Senior Capital Notes and Mezzanine Capital Notes
– The simulation model is an additional risk management tool available to the portfolio manager which, in contrast to traditional capital
matrices, allows consideration of the effects of both spread and rating correlation
– Rhinebridge is one of a limited number of SIV managers utilising a simulation model
Please see important disclosures on pages 1 and 2 and Appendix A 1. The final terms and conditions of the transaction may differ from those presented above. Investors should refer to the offering materials and transaction documents for the final
terms. Any actual structure may vary from that presented based upon then-current market conditions and other factors
2. Morgan Stanley calculated data
25
Rhinebridge Plc Rhinebridge: Structure & Portfolio
Cumulative Capital
16 bps 0.5% Combination Capital Notes
Note Buffer
Mezzanine Capital Note Buffer:
Restricted • Loss of the “A/A3” rating of the Mezzanine Capital
Notes and may consequently impact the
65 bps Investments 2.0% Combination Capital Notes
Capital
Restricted Investments Capital3:
•Vehicle enters Restricted Investments, which
imposes several constraints on the vehicle, including
restricting purchases of new investments, (except for
SCNs investment switches into higher quality assets)
153 bps Restricted 4.75%
Funding Restricted Funding Capital3:
MCNs Capital • Vehicle enters Restricted Funding, which imposes
several constraints on the vehicle including
restricting purchases of new investments (except risk
free investments) and issuance of new Senior Debt
JCNs obligations
1. In a simplified example, assuming an asset pool with a [3.1] year duration, initially at par with no downgrades or defaults, it will require average spreads to instantaneously widen by
Please see important disclosures on pages 1 and 2 and Appendix A approximately the given amounts to reduce the portfolio value by an amount equal to the relevant components of the capital requirements
2. Example spread widening buffers are cumulative reading downwards from voluntary buffer
3. The Restricted Investments capital requirement and the Restricted Funding capital requirement are defined by the Minor and Major Capital Adequacy Tests. The simplified example
above examines the triggers and implications of failing the Minor or Major Capital Adequacy Tests. There are other causes of the vehicle entering Restricted Investments or Restricted
Funding (e.g. failure of other tests, including downgrade of the Senior Capital Notes and the Mezzanine Capital Notes below predetermined levels) which in certain circumstances could
26
cause the vehicle to enter such operating states with lesser degrees of spread widening. However, such other tests have not been considered in this example
Rhinebridge Plc Rhinebridge: Structure & Portfolio
Rhinebridge
Building a Funding Franchise
• In order to minimise funding • Significant funding advantages through accessing the historically low cost and stable CP and MTN markets
costs, Rhinebridge will • Broad investor base plus the MTN funding source reduce potential re-financing risk
launch the programme at a
critical mass • Morgan Stanley 2 and initially [3] other dealers will act as Senior Note dealers in the Senior Notes programmes
• Morgan Stanley 2 will act as Senior Capital Note, Mezzanine Capital Note and Junior Capital Note dealer
100
80
60
40
20
(20)
(40)
Feb-02 May-02 Aug-02 Nov-02 Feb-03 May-03 Aug-03 Nov-03 Feb-04 May-04 Aug-04 Nov-04 Feb-05 May-05 Aug-05 Nov-05 Feb-06 May-06 Aug-06
30-Day A-1/P-1 ABCP vs. 1month Libor 30-Day A-1+/P-1 ABCP vs. 1month Libor AAA CDOs AA CDOs
• Hedging 1
– Active hedging strategy is intended to significantly reduce market risk with respect to interest rate and currency
movements
– Required daily compliance with rating agency interest rate and foreign exchange sensitivity tests
– Hedging and monitoring strategy agreed with the rating agencies to offset the available funds cap risk in HELs
and other similar ABS products
• Liquidity
– The key purpose of liquidity is to cover short term funding interruptions as a result of market events such as
“9/11”
– Rhinebridge has a range of options which help to minimise such ‘re-financing risk’ (the risk of failing to
refinance short-term liabilities):
– Rhinebridge is expected to have a A-1+/P1 counterparty rating
– Access to a combination of liquidity sources including:
– extendable commercial paper
– committed repos
– puttable assets
– breakable deposits
– highly liquid asset portfolio
Please see important disclosures on pages 1 and 2 and Appendix A 1. Rhinebridge is intending to enter into hedging agreements with multiple rating agency approved hedging counterparties to help ensure competitive execution. Morgan Stanley & Co
International Limited or any of its affiliates or related companies may act as counterparty. Payments to hedge counterparties will rank senior to payments in respect of the Capital Notes
Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or
any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 28
Rhinebridge Plc Rhinebridge: Structure & Portfolio
Rhinebridge
Administration, Surveillance & Reporting
2
Administration Responsibilities That Will be Undertaken by QSR
1. QSR, December 06
Please see important disclosures on pages 1 and 2 and Appendix A 2. QSR shall attempt to source asset valuations weekly, or more frequently if directed by the rating agencies
3. Senior Debt (CP and MTNs) will be issued via a Co-issuance structure
Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or
any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 29
Rhinebridge Plc
Section 5
Scenario Analysis
Hypothetical Junior Capital Note Returns Assuming Portfolio Grows to $15 Bn 1,2,3,4,5,6,7,8
1. This structure is for illustrative purposes only and may not represent the final structure. The final structure of the transaction may differ from those presented above. Investors should refer to the
offering materials and transaction documents for the final terms. Any actual structure may vary from that presented based upon then-current market conditions and other factors
2. Based on hypothetical structure and other assumptions. Please see “Assumptions Applicable to Return Scenario Analysis” page for more details on the assumptions
3. Based on a varying spread and portfolio assumptions
4. Based on the forward Libor curve, US Dollar 3 month Libor and forward curve as of 11 January 2007
5. Shows expected return of Junior Capital Notes invested at the closing date
6. Calculated as an annualised IRR of the cash flows received, assuming repayment of principal at year 10
7. The Senior and Mezzanine Capital Notes weighted average spread is assumed to be initially 75 bps on April 2007, and will then either increase or decrease at a rate of 0.5 bps per quarter to
the normalised spread shown in the tables
Please see important disclosures on pages 1 and 2 and Appendix A 8. The portfolio spread is assumed to be initially 32bps on April 2007, and will then either increase or decrease at a rate of 0.25bps per quarter to the normalised spread shown in the tables
9. Spread to Libor is calculated as the spread to Libor, which when used as a discount rate in each period would result in the present value of the expected cash flows of the relevant Capital
Notes having a value of par
30
Rhinebridge Plc Scenario Analysis
1. This structure is for illustrative purposes only and may not represent the final structure. The final structure of the transaction may differ from those presented above. Investors should refer to the
offering materials and transaction documents for the final terms. Any actual structure may vary from that presented based upon the then-current market conditions and other factors
2. Based on hypothetical structure and other assumptions. Please see “Assumptions Applicable to Return Scenario Analysis” page for more details on the assumptions
3. Based on a varying spread and portfolio assumptions
4. Based on the forward Libor curve, US Dollar 3 month Libor and forward curve as of 11 January 2007
5. Shows expected return of Junior Capital Notes invested at the closing date
6. Calculated as an annualised IRR of the cash flows received, assuming repayment of principal at year 10
7. The Senior and Mezzanine Capital Notes weighted average spread is assumed to be initially 75 bps on April 2007, and will then either increase or decrease at a rate of 0.5 bps per quarter to
the normalised spread shown in the tables
8. The portfolio spread is assumed to be initially 32bps on April 2007, and will then either increase or decrease at a rate of 0.25bps per quarter to the normalised spread shown in the tables
9. Spread to Libor is calculated as the spread to Libor, which when used as a discount rate in each period would result in the present value of the expected cash flows of the relevant Capital
Notes having a value of par
Please see important disclosures on pages 1 and 2 and Appendix A 10. Assumes, in all cases, the Senior Capital Note component of the Combination Capital Note receives a coupon of LIBOR + 45 bps and the Mezzanine Capital Note component of the
Combination Capital Note receives a coupon of LIBOR + 145 bps
11. Assumes, in all cases, a JCN:MCN:SCN ratio of 1 : 5.33 : 2.67
31
Rhinebridge Plc Scenario Analysis
Notes
General The analyses are for illustrative purposes only. They are based on an assumed sample portfolio of asset-backed securities, purchased at an assumed price, and incorporate various other assumptions
as outlined herein. There can be no assurance that the actual terms on which assets in any proposed transaction will be purchased or sold will be consistent with the assumptions incorporated in the
analyses or that any portfolio underlying the transaction will experience similar defaults, delays on interest or principal payments on the underlying assets or spread widening. Actual default rates,
recoveries on assets, interest rates, asset values and other factors may materially differ from the assumptions thereto set forth herein. Investors should read the information in the Offering Memorandum
relating to the Senior Capital Notes, Mezzanine Capital Notes and Junior Capital Notes in its entirety including the description of risk factors and investment considerations contained therein prior to
making a decision to invest in the Senior Capital Notes, Mezzanine Capital Notes or Junior Capital Notes
1) Base case average net asset spread is assumed to be initially 32 bps and will reach the normalized spread at a rate of 0.25 bps per quarter (base case assumes constant asset spread)
2) Expenses are paid on each payment date and are assumed to be on average approximately $2.40 MM per year for 10 years (which includes the amortisation of initial structuring fees paid to Morgan
Stanley & Co. International Limited and other upfront costs). Initial Capital Note distribution fees are taken upfront, while ongoing distribution fees are spread over a period of a year when they are
incurred and average $1.28 MM per year. Variable costs are assumed to be on average approximately to 3.97 bps running per annum on the outstanding assets balance at the beginning of each quarter
(which includes administrative fees paid to QSR). This assumes amortization of all upfront costs over 10 years
3) The analyses assume the portfolio growth path of $750MM per quarter until the transaction reaches $10Bn (for the base case) or $15Bn
4) Junior Capital Notes are assumed to be raised as follows: $29.0 MM on Day 1, and additional amounts raised in minimum of $1 MM installments. The amount of Senior Capital Notes and Mezzanine
Capital Notes outstanding at any period is the total Capital Notes amount, as defined in assumption 15, less the Junior Capital Notes amount, split in the MCN:SCN ratio of 2:1. The amount of Senior
Notes outstanding at any point in time will be equal to the total notional of the issued Notes less the amount of outstanding Senior Capital Notes, Mezzanine Capital Notes and Junior Capital Notes.
Immediately post issuance of the additional amounts of Junior Capital Notes, the leverage available to Junior Capital Note holders is reduced.
5) Assumes a maximum of 91.0% Senior Notes are issued at an assumed starting all-in cost of LIBOR + 0.7 bps post dealer fees and liquidity costs (which includes fees paid to Morgan Stanley & Co.
International Limited as one of the lead CP placement agents). This all-in cost is assumed to decrease to LIBOR -1.8 bps at 0.25bps increments per quarter. Additional Senior Notes are assumed to be
raised until the transaction reaches $10Bn (for the base case) or $15Bn
6) Assumes a minimum of 2.7% Senior Capital Notes and 5.3% Mezzanine Capital Notes are issued (with a higher percentage during the first 3.0 years, as the vehicle grows). The weighted average
coupon of the Senior Capital Notes and Mezzanine Capital Notes is LIBOR+75 bps at Day 1, priced at par (LIBOR+35 on the Senior Capital Notes and LIBOR+95 on the Mezzanine Capital Notes). This
average spread is assumed to then either increase or decrease starting from Day 1, at a rate of 0.5 bps per quarter until it hits the normalized level. The analysis assumes the Senior and Mezzanine
Capital Notes will be continually refinanced at the same spread at maturity. Additional Senior and Mezzanine Capital Notes are assumed to be raised each quarter until the transaction reaches $10Bn
(for the base case) or $15Bn
7) Assumes non rated Junior Capital Notes are issued which will receive Libor flat plus a 80% participation in excess spread, priced at par, and with a 10 year maturity. The size of these Junior Capital
Notes is assumed to be at least 1.00% of the sum of Senior Notes and Capital Notes
8) The Senior Management Fee is assumed to be 5 bps per annum of the asset portfolio notional. The Junior Management Fee is assumed to be 4 bps per annum of the asset portfolio notional. The
Incentive Management Fee is the residual share of excess spread after payment of the excess spread component to JCNs
9) All currency exposures are assumed to be converted into U.S. dollars at zero cost and all assets are assumed to be floating rate assets
10) Assets are assumed purchased and repaid at par with zero defaults and zero trading gains and losses
13) Assumes 11.4% of Capital Notes at Day 1 amortizing down to 9.0% after 3 years (because of an expected diminution of the asset portfolio WAL) as amended by any additional outstanding amount of
un-amortized up-front costs.
32
Rhinebridge Plc Scenario Analysis
• This analysis demonstrates Required Spread Widening or Asset Downgrades to breach the Minor or Major Capital Adequacy Tests
the degree of spread Minor Capital Major Capital
widening or the proportion of Adequacy Test Adequacy Test
asset downgrades required Spread Widening
3.61 x 5.93 x
to cause failure of either the The spread of all assets must be multiplied by a “break”3 factor of:
Minor or Major Capital Asset Downgrade
33 38
Adequacy Tests The “break”4 proportion of assets which must be downgraded by one rating category5 (%)
Notes
General The analyses are for illustrative purposes only. They are based on an assumed sample portfolio of asset-backed securities,
purchased at an assumed price, and incorporate various other assumptions as outlined herein. There can be no assurance that the
actual terms on which assets in any proposed transaction will be purchased or sold will be consistent with the assumptions
incorporated in the analyses or that any portfolio underlying the transaction will experience similar downgrades, payment delay, mark-
to-market or price movements. Actual asset downgrades, mark-to-market or price movements, payment delays, interest rates or other
factors may materially differ from the assumptions thereto set forth herein. Investors should read the Offering Memorandum in its
entirety including the description of risk factors and investment considerations contained therein prior to making a decision to invest
1) The spread widening analysis and the downgrade analysis have been performed separately (no spread widening is assumed in the
downgrade analysis and vice versa)
2) The portfolio composition and weighted average life and the resultant capital structure reflect Rhinebridge’s proposed medium term
structure. However, the actual future portfolio composition and capital structure may differ from these assumptions.
3) Assumes a 3.2 year portfolio weighted average life.
4) The following capital structure is assumed for the analysis of the normalised capital structure:
(a) 91% of Senior Notes
(b) 9% of Capital Notes (Senior Capital Notes, Mezzanine Capital Notes and Junior Capital Notes)
Under these assumptions, the total “spare” restricted funding capital is 4.3% and the total “spare” restricted investment capital is
2.3%. The above capital structure and “spare” capital are for illustrative purposes only and may differ from the real capital structure
and capital buffers at any point in time
5) The Minor Capital Adequacy Tests and Major Capital Adequacy Tests performed for the purposes of this analysis are simplified tests
and for illustrative purposes only. The Minor Capital Adequacy Test and Major Capital Adequacy Test performed by Rhinebridge will
differ from the tests performed in this analysis. Failure of the Major Capital Adequacy Test causes the vehicle to enter Restricted
Funding and failure of the Minor Capital Adequacy Test causes the vehicle to enter Restricted Investments. There are other causes
of the vehicle entering Restricted Investments or Restricted Funding (e.g. failure of other tests, such as the ratings tests for the Senior
and Mezzanine Capital Notes) which in certain cases could cause the vehicle to enter such operating states with lesser degrees of
spread widening and/or ratings transitions. However, such other tests have not been considered in this analysis
6) The effect of breach of eligible and operational portfolio parameter limits and the additional capital charges due to the breach of these
limits have been modelled in a simplified manner in the downgrade analysis. These additional capital charges are for illustrative
purposes only and actual additional charges at any point in time may differ from those modelled for this analysis
34
Rhinebridge Plc Scenario Analysis
Notes
7) The capital requirements have been assumed with reference to the following parameters
(a) 6 months weighted average life of Senior Notes
(b) Capital requirements, as defined in the Capital Matrices currently agreed with the Rating Agencies
(c) Each asset has a weighted average life equal to the portfolio weighted average life given in assumption 2
The capital requirement for the current portfolio is assumed to be 4.8% for the restricted funding capital and 6.8% for the restricted
investments capital.
This capital requirement calculation is for illustrative purposes only and may differ from the capital requirement tests performed by
SIV Rhinebridge
8) Assumed starting spreads prior to the assumed spread widening are based on the current spreads of the portfolio. With the above
assumptions, the portfolio’s weighted average spread before applying the assumed spread widening is 32 bps
9) The spread widening analysis assumes spread widening occurs instantaneously and ignores IKB CAM’s potential ability to manage
the portfolio and delever the structure over time in response to a more gradual spread widening. Spreads of all assets are assumed
to be multiplied by the same “break” factor. For the purpose of this analysis, it is assumed there are no downgrades
10) Aug-98 spread widening is assumed to be the spread widening observed over a one month period following 17 August 1998, for each
ABS category. Reference historical spread data may refer to a particular sub-category of the ABS category stated on page 34 (for
example for CLOs as opposed to CDOs) Source: Morgan Stanley, September 05.
11) Sep-01 spread widening is assumed to be the spread widening observed over a one month period following 11 September 2001, for
each ABS category. Reference historical spread data may refer to a particular sub-category of the ABS category stated on page 34
(for example for CLOs as opposed to CDOs) Source: Morgan Stanley, September 05.
12) Spread tightening from January 2004 to June 2005 equals the difference between the AAA market pricing as of 01 June 2005 and the
widest AAA market pricing observed since 01 January 2004. Reference historical spread data may refer to a particular sub-category
of the ABS category stated on page 34 (for example for CLOs as opposed to CDOs) Source: Morgan Stanley, June 05.
13) The downgrade analysis assumes downgrades occur instantaneously and ignores IKB CAM’s potential ability to manage the portfolio
and delever the structure over time in response to a more gradual occurrence of asset downgrades. For the purpose of this analysis,
it is assumed there is no spread widening
14) The downgrade analysis assumes no maximum single obligor limit is breached
15) This analysis assumes U.S. dollar 3 month Libor and forward curve as of 11 January 2007
17) All notes are assumed to be issued and redeemed at par
18) All assets are assumed to be floating rate U.S. dollar denominated assets
19) Assets are assumed purchased and repaid at par with zero defaults and zero trading gains and losses
20) All assets are assumed to have a bullet principal repayment, at a date equal to the asset’s weighted average life
35
Rhinebridge Plc
Appendix A
Risk Factors
Investments in a SIV involve a number of risks and there can be no assurances that the full (or any) amount invested in a SIV will
be returned. This section highlights a limited number of those risks, but is not and does not purport to be a complete list of the
risks inherent in a SIV. Investors are urged to read the final Base Prospectus in its entirety, including the description of risk
factors/ investment considerations contained in the final Base Prospectus, prior to making a decision to invest
• Market Risk: As a SIV is required to frequently mark its investments to market for the purpose of calculating its key capital ratios, a SIV
faces market price risk, which can lead to realised losses if it becomes a forced seller of assets in a declining market environment or
following credit losses
• Currency Risk: Assets purchased by a SIV may not be denominated in the currency of the notes issued. Some payments may not be
hedged. Unhedged amounts will be measured through market sensitivity tests
• Liquidity Risk: As the average life of the liabilities of a SIV is typically shorter than the average life of its assets, a SIV faces re-financing
risks. To the extent that a SIV is unable to refinance its liabilities, it may be forced to sell its assets at below market value in a fire sale,
resulting in losses to investors
• Management and Operational Risk: Investors will rely on the competency of the collateral manager to manage the collateral and the
functioning the of Administrative Agent’s systems. If any of these parties or their systems fail in performing as expected, the returns to
investors will be severely affected and they may suffer losses
• Reinvestment Risk: There can be no assurance that, in the event that any of the collateral prepays, spreads will be at the same levels as on
the date they were when such collateral was purchased. To the extent prepaid collateral is reinvested into lower spread assets, the interest
proceeds available to pay interest to investors may be adversely affected
• Potential for Interruption and Deferral of Cashflow: If certain ratios or tests are not met (e.g., due to assets defaults), then cashflow that
otherwise would have been available to pay to investors may be deferred. This could result in an elimination, reduction or deferral in the
coupon and/ or principal paid to investors, which would adversely impact the pre-tax and after-tax returns
• Asset/Liability Mismatch Risk: The fixed rate nature of some SIV assets and the usually floating rate nature of notes issued by a SIV will
produce a fixed/floating interest rate mismatch between the assets and the liabilities of a SIV. A SIV may enter into one or more interest
rate hedges with a counterparty acceptable to the rating agencies to reduce this asset/liability mismatch, and therefore lower the return
sensitivity of Capital Noteholders to changes in the absolute level of interest rates
• Tax Considerations: Special tax considerations may apply to certain types of tax-payers. Prospective investors should consult with their
own tax advisers to determine any tax implications of this investment prior to investing in a SIV
• Concentration Risk: The Investments of the SIV are subject to concentration risks, including with respect to, inter alia, obligors, region
and industries
• Scenarios and Projections: Illustrative structures, scenarios, cash flow projections and other “forward-looking” statements are based on
assumptions that are unlikely to be consistent with, and may differ materially from, actual events
• Historical information: Historical information on asset default and recovery rates and market value volatility is limited
• Credit Ratings: Credit ratings represent the Rating Agency’s opinions regarding credit quality and are not a guarantee of quality
• IKB CAM: IKB CAM and its performance history may not be indicative of future results. Investors will rely on the competency of the
Investment Manager to manage the collateral and of the Administrator to administer the collateral
• Key Personnel: The loss of key personnel from IKB CAM or QSR could have a material adverse effect on the SIV
• Conflict of Interest: Each of IKB CAM, Morgan Stanley and QSR, and their respective affiliates, may perform various roles in the
transaction and conflicts of interests may arise. In the ordinary course of its business, the Morgan Stanley Group (i) may from time to time
be in possession of non-public information that will not be disclosed to the Issuer or the holders of the Notes and (ii) may at any time hold
long or short positions in, and may trade or otherwise effect transactions in, for its own account or the account of customers, debt or equity
securities or instrument (A) issued by entities that may be involved in the transaction, (B) included in the portfolio or substantially similar
to the securities included in the portfolio, (C) that may be purchased by the Issuer and (D) the trading of which may affect investments
made by the Issuer
• Fiduciary No Obligation: Morgan Stanley is not bound by a fiduciary obligation towards any noteholder. Morgan Stanley is not
responsible for providing any party with any tax, financial, accounting, legal, regulatory or other third party special advice prior to making
a decision to invest in the notes. Prospective investors should consult their own financial, legal, accounting and tax advisors about the risks
associated with an investment in the product, the appropriate tools to analyse the product and the suitability of the product in each
investor’s particular circumstance
Appendix B
Biographies
Winfried Reinke, Managing Director, Head of Treasury and Financial Markets IKB AG and Head of IKB CAM and
Chief Investment Officer
Mr. Reinke is Head of Treasury and Financial markets of IKB Deutsche Industriebank AG, Düsseldorf, since April 1996,
sharing responsibility with Mr. Braun for the group funding, liquidity management, asset and liability management, product
development, proprietary trading and fixed income management. In recent years he concentrated in particular on investments in
structured credit product, mainly in the space of ABS investments. He is one of the joint founders and promoters of the days
IKB securitization space which started in 1998. In Sept. 2006 he became the founder and CIO of IKB CAM’s advisory and
management activities. In this respect he is in charge of the companies advisory functions in particular with respect to its main
customers IKB Deutsche Industriebank AG, the conduit Rhineland Funding as well as Rhinebridge. Prior to that appointment
Mr. Reinke was Managing Director from 1991-1996 of IKB´s Luxemburg subsidiary as well as Head of its Luxemburg Branch,
where his prime responsibility was the derivative business with corporate customers. From 1984 Mr. Reinke spend 7 years in a
senior position in the export finance department of IKB in Düsseldorf. From 1980-1984 Mr. Reinke worked in the Export
Finance Division of DG Bank in Frankfurt. Prior to joining DG Bank Mr Reinke worked as a credit analyst with Citibank,
Frankfurt, from 1978 till 1980. From 1969-1973 and from 1973-1978 Mr. Reinke studied economics at the University of
Saarbrücken, where he obtained his University degree as translator and in economics in 1973/78 respectively.
Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or
any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 39
Rhinebridge Plc Biographies
Michael Braun, Managing Director, Head of Treasury and Financial Markets IKB AG
Michael Braun is Head of Treasury and Financial Markets Division of IKB Deutsche Industriebank AG, Düsseldorf, since April
1991, sharing responsibility with Mr. Reinke for group funding, liquidity management, asset and liability management, product
development, proprietary trading and fixed income management. In recent years he concentrated in particular on securitization.
He is one of the founders and promoters of IKB’s securitization programs, which started in 1998. His responsibilities comprise
investments in structured credit portfolios (ABS and CDOs) as well as the Banks`s balance-sheet securitization-transactions
(corporate loans, leveraged loans, CMBS, sub debt, infrastructure finance). He also forms a member of the Advisory Board of
IKB Credit Asset Management GmbH. In this respect he has taken up prime functions specifically with respect to the
company`s advisory position for the conduit Rhineland Funding as well as the Rhinebridge set up. Prior to that appointment as
Treasury MD, from 1986 – 1991, he was Managing Director of IKB’s Luxemburg subsidiary as well as Head of its Luxemburg
Branch, where his prime responsibilities were the corporate lending business, treasury and capital markets activities. Mr. Braun
started his professional career at IKB in 1979, working as a legal council with responsibilities in the areas of international
finance, work out and real estate leasing. Mr. Braun has full legal degree from Albertus Magnus University, Cologne, and the
Ministry of Justice of North Rhine Westfalia.
Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or
any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 40
Rhinebridge Plc Biographies
Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or
any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 41
Rhinebridge Plc Biographies
Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or
any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 42
Rhinebridge Plc Biographies
Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or
any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 43
Rhinebridge Plc Biographies
Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or
any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 44
Rhinebridge Plc Biographies
Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or
any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 45
Rhinebridge Plc Biographies
Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or
any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 46
Rhinebridge Plc
Appendix C
Rhineland Conduit
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any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 47
Rhinebridge Plc IKB Group Asset Management Experience
• Diversification as a loan Loan Volume by Business Division Diversification – Loan Book by Sector
As of 31 March 2006
book strategy As of 30 September 2006
* 31 March 2006
50
40
+15%
30
20 -8%
10 -6%
0
1-1.5 2-2.5 3-3.5 4-4.5 5+
IKB rating category
31-Mar-2003 31-Mar-2006
Please see important disclosures on pages 1 and 2 and Appendix A
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any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 48
Rhinebridge Plc IKB Group Asset Management Experience
12,000 40
30
8,000
20
4,000
10
1,193 786
0 0
ABS Corp. & ABS Corporates Aaa Aa A Baa
8,000
5,907
6,000
3,340
4,000
2,730
1,656 1,457
2,000
5
0
2001 2002 2003 2004 2005 2006
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any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 49
Rhinebridge Plc IKB Group Asset Management Experience
10
0
2002 2003 2004 2005 2006
AAA AA
25
21.90
20 18.97
16.99 16.59 15.77
15
12.20
9.65 8.77
10
7.76
5 4.61
0.8 1.89 2.28 1.92 0
0
2002 2003 2004 2005 2006
A BBB Non IG
Notes
Please see important disclosures on pages 1 and 2 and Appendix A 1. Percentages in the charts may not add up to 100% due to rounding
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any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 50
Rhinebridge Plc IKB Group Asset Management Experience
6.36
5
4.67
1.00 1.00
1
0.53
0.21
0.02 0.03 0.07 0.11
0
2002 2003 2004 2005 2006
Rhineland upgrade/downgrade Moodys upgrade/downgrade
Appendix D
Rhinebridge Systems
SAMS Overview
Infrastructure
Internal Desks
Credit enhancement and fee Evaluation/monitoring Aggregation of exposures by Internal and external reporting
calculations/ surveillance performance of deals, issuer and asset within and capabilities and population of
assets and managers across portfolios analytical tools
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any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 52
Rhinebridge Plc Rhinebridge Systems
• Multi-client capability:
Investments of different
business lines are managed
Bloomberg Moodys RDS Fitch-Ratings S&P Markit
within different “Desks” Data-Licence Ratings & Corps Ratings & Corps RatingsXpress ABS/CDS/Bond-Pricing
Static & Market Ratings & Corps Feed
• Corporate Universe:
Corporate names are held
Intex Desktop SG
distinct within the system, Rapid
ABS Analytics SAMS
new names resulting from Intex Surveillance & Monitoring
portfolio imports are staged ABS Model Library Process-Tracking
for quality assurance Intex Subroutines Por.-Analytics per Bus-Line
QSR
reasons and affiliations can SAMS/Excel-Interface EnSIS
be defined for all relevant Numerix
entities KMV CDOEdge Cash-Flow-Generation
CDO-Edge
CF-CDO Library IKB AG
CDO Analytics
Trading/Settlement
Hyperion
• Master Data Pool: Reporting
Transactions are referenced CDO-ROM
Moodys CDO Analytics Sharepoint and IKB AG
by a comprehensive CDOROM Hyparchiv Compliance/Controlling
instrument library Synt.CDO Library Document-Management
comprising all underlying Standard-Tools
financial instruments S&P CDO-Evaluator
Moody‘s ABSROM
Bloomberg
FITCH VectorCP
Windows-Terminals
FICH nth-to-default
FITCH Vector Default Model
...
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any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 53
Rhinebridge Plc Rhinebridge Systems
EnSIS Overview
• Sensitivity reporting
Sensitivity
• FX shift, yield curve sensitivities
Reporting
• Enables accurate sensitivity risk management
Pricing Module • Proves an interface for manual price entry and overrides
• Complex functionality for specialised products available
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any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 54
Rhinebridge Plc Rhinebridge Systems
EnSIS
Source: QSR
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any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 55
Rhinebridge Plc
Appendix E
0 91 132
231
30-Day H.15. Tier 2 5.38 5.40 5.38 4.42
2005 was the increased use of 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006
Federal Funds Target 5.25 5.25 5.25 4.25
structured credit products ABCP Financial Non Financial
within the conduit space, and 10Y UST 4.70 4.46 4.60 4.39
we expect this to continue in Source Federal Reserve
Source Bloomberg
2006 as more conduit sponsors
get comfortable with the sector CP Outstandings – Dec 2005 versus Dec 2006
and as high quality cash ABS $ Bn
being offered at attractive levels
becomes more and more scarce 19% 24%
2,100 1,957 1,787
1,640
1,440
27%
1,400
• We anticipate more market 1,076
848
participants looking to
700 13%
structured credit products as a 22% 27%
73 199 225
60 10 12
means to address regulatory 0
issues facing the market Total T1 T2 AB NF F
2005 2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 2006
(2) (1)
Total Top Tier Tier 2 ABCP Non-Financial Financial
Notes
Please see important disclosures on pages 1 and 2 and Appendix A 1. Financial CP is unsecured financial CP
2. Nonfinancial CP is unsecured corporate CP
3. ABCP figures prior to May 2004 are discounted by 10% to reflect adjustment that the Fed has made to calculate ABCP outstandings
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any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.
56
Rhinebridge Plc ABCP and SIV Market Overview
• These seven accounts comprise about 83% of all Source S&P Research Report – February 2006
ABMTN exposure in the market
Others
16.9%
Stanfield Sigma Finance BBB
Victoria 31.8% A 0.1%
4.1% 20.8%
Dorada Finance
4.1%
CC USA
11.9%
AA
AAA
K2 USA 16.7%
62.3%
Links Finance 13.4%
Beta Finance
8.3%
9.4%
Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or
any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 57
Rhinebridge Plc
Appendix F
Rhinebridge
Currently Ramped Portfolio
• Rhinebridge is currently
1
53.2% ramped Currently Ramped Portfolio
Summary Statistics
Current Target
Par $1,329,793,040 $2,500,000,000
WARF 16.4 24.7
Weighted Average Spread 44.9 bps 32 bps
Weighted Average Life 3.83 years 4.65 years
HEL 486.6 323.4 139.7 949.7 HEL 625.0 375.0 250.0 1,250.0
Total 809.1 381.0 139.7 1,329.8 Total 1,487.5 612.5 400.0 2,500.0
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any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information. 58
Rhinebridge Plc
Appendix G
Contacts
Morgan Stanley
Contacts
Structuring Structuring
59
Rhinebridge Plc Contacts
60