Fitch Ratings affirms eight classes of notes issued by Northwoods Capital III, Limited, (Northwoods III). These affirmations are the result of Fitch's review process. The following rating actions are effective immediately:

-- $250,000,000 class I notes affirm at 'AAA';

-- $135,000,000 class II notes affirm at 'AA-';

-- $51,300,000 class III-A notes affirm at 'A+';

-- $9,000,000 class III-B notes affirm at 'A+';

-- $16,000,000 class IV-A notes affirm at 'BBB+';

-- $6,000,000 class IV-B notes affirm at 'BBB+';

-- $40,500,000 class A combination notes affirm at 'A+';

-- $7,300,000 class B combination notes affirm at 'A-'.

Northwoods III is a collateralized loan obligation (CLO) managed by Angelo, Gordon & Co., L.P. which closed April 18, 2001. At inception, Northwoods III targeted a composition of 90% senior secured loans and 10% senior unsecured loans and bonds. Included in this review, Fitch discussed the current state of the portfolio with the asset manager and their portfolio management strategy going forward.

Since the last rating action on Oct. 30, 2003, the collateral has continued to perform within expectations. The weighted average rating factor (WARF) has declined slightly from 50 ('B+') to 54 ('B') as of the last trustee report dated Oct. 25, 2004. The senior par value test has remained stable at approximately 130%. As of the Oct. 25, 2004 trustee report, Northwoods III's defaulted assets represent less than 1% of the approximately $454.9 million of total collateral, excluding eligible investments. Assets rated 'CCC+' or lower represents approximately 5.19%, excluding defaults.

The ratings of the class I and class II notes address the likelihood that investors will receive full and timely payments of interest, as well as the stated balance of principal by the legal final maturity date. The ratings of the class III and class IV notes address the return of ultimate and compensating interest payments, as well as the stated balance of principal by the legal final maturity date. The rating of the class A combination notes addresses the return of the stated balance of principal by the legal final maturity date. The rating of the class B combination notes addresses the return of the stated balance of principal by the legal final payment date, as well as an internal rate of return of LIBOR plus 0.10% on the original investment.

As a result of this analysis, Fitch has determined that all the current ratings assigned to Northwoods III still reflect the current risk to note holders.

Fitch will continue to monitor and review this transaction for future rating adjustments. Additional deal information and historical data are available on the Fitch Ratings web site at www.fitchratings.com. (For more information on the Fitch VECTOR Model, see 'Global Rating Criteria for Collateralised Debt Obligations,' dated Sept. 13, 2004, available on Fitch's web site at www.fitchratings.com.