Fitch Ratings affirms six classes and upgrades one class of notes issued by Northwoods Capital II, Limited, (Northwoods II). The following rating actions are effective immediately:

-- $229,000,000 class I notes affirm at 'AAA';

-- $76,000,000 class II notes affirm at 'AA';

-- $36,000,000 class III notes affirm at 'A';

-- $35,000,000 class IV notes affirm at 'BBB+';

-- $12,000,000 class V notes affirm at 'BBB';

-- $7,000,000 class VI notes affirm at 'BB';

-- $10,000,000 combination notes upgrade to 'A+' from 'BBB'.

Northwoods II is a collateralized loan obligation (CLO) managed by Angelo, Gordon & Co., L.P. which closed March 23, 2000. At inception, Northwoods II targeted a composition of 80% senior secured loans and 20% discounted senior secured loans. 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, Oct. 29, 2003, the collateral has continued to perform within expectations. The weighted average rating factor (WARF) has improved slightly from 54 to 53 ('B'). The senior overcollateralization (OC) ratio has increased from 134.7% to 135.5% as of the trustee report dated Oct. 1, 2004 versus a trigger of 112%. As of the Oct. 1, 2004 trustee report, Northwoods II's defaulted assets represented less than 1% of the approximately $357.4 million of total collateral, excluding eligible investments. Assets rated 'CCC+' or lower represented approximately 4.4%, excluding defaults.

The combination note is comprised of $6.5 million of the class III notes and $3.5 million of the preferred shares. The combination notes have returned $4.85 million or 48.54% through preferred share distributions as well as interest payments from the class III notes. As of Oct. 1, 2004, the rated balance on the combination notes was $5.15 million.

The ratings of the class I through class VI notes address the likelihood that investors will receive full and timely payments of interest, as per the governing documents, as well as the stated balance of principal by the legal final maturity date. The rating of the combination notes addresses the return of the stated balance of principal by the legal final maturity date.

As a result of this analysis, Fitch has determined that the original ratings assigned to the classes I through VI notes still reflect the current risk to the note holders. Fitch also feels that the risk profile for the combination notes warrants an upgrade to 'A+' from 'BBB'.

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 Collateralized Debt Obligations,' dated Sept. 13, 2004, available on Fitch's web site at www.fitchratings.com.