Auction Rate Credit Linked Certificates Downgraded

Fitch Downgrades Capstan Master Trust Auction Rate Credit Linked Certificates Series 1-4

NEW YORK-- July 23, 2008 --Fitch Ratings has removed from Rating Watch Negative and downgraded the following series of Capstan Master Trust (collectively, Capstan). The following rating actions are effective immediately:

Capstan Master Trust Series 1

--$150,000,000 certificates due 2017 downgraded to 'A' from 'AAA'.

Capstan Master Trust Series 2

--$150,000,000 certificates due 2017 downgraded to 'A' from 'AAA'.

Capstan Master Trust Series 3

--$150,000,000 certificates due 2017 downgraded to 'A' from 'AAA'.

Capstan Master Trust Series 4

--$150,000,000 certificates due 2017 downgraded to 'A' from 'AAA'.

The actions reflect Fitch's view on the credit risk of the rated certificates following the release of Fitch's new Corporate CDO rating Criteria.

Capstan Series 1 through 4 are four series of auction rate credit-linked certificates, the proceeds from which were used to directly purchase $600,000,000 of credit linked certificates (the 'Underlying Collateral') referencing a static portfolio of primarily investment grade corporate assets, which was privately-rated by Fitch in July 2007. The Underlying Collateral is the sole asset of Capstan. Periodic interest payments on the auction rate credit-linked certificates are determined and paid according to an auction process, as described in the transactions' governing documents. In addition, Capstan has entered into a basis swap with Deutsche Bank AG (rated 'AA-/F1+'; Outlook Stable by Fitch), whereby income from the Underlying Collateral is transferred to Deutsche Bank AG in exchange for periodic interest payments due on the auction rate credit-linked certificates. The rating of Capstan is directly linked to the credit risk of the Underlying Collateral. Thus, the downgrades reflect Fitch's view on the credit risk of the Underlying Collateral for the deal, which was downgraded to 'A' from 'AAA' on July 23, 2008.

The key drivers of the downgrade on the Underlying Collateral include Fitch's updated corporate CDO rating criteria as well as the deterioration of the average portfolio quality from 'BBB/BBB+' on the closing date (July 2007) to 'BBB-' on July 16, 2008, representing an average downgrade of 2 notches across 51.2% of the portfolio. Currently, 18.4% of the portfolio carries a below investment grade rating, approximately 12.0% of the portfolio is on Rating Watch Negative and 17.6% is on Negative Outlook by Fitch. Moreover, 24.0% of the portfolio is concentrated in the banking & finance sector which is currently under stress.

Given Fitch's view of concentration and the current credit quality of the portfolio, the credit enhancement level of 9.8% is not sufficient to justify the current rating of the Underlying Collateral.

Fitch released updated criteria on April 30, 2008 for Corporate CDOs and, at that time, noted it would be reviewing its ratings accordingly to establish consistency for existing and new transactions. As part of this review, Fitch makes standard adjustments for any names on Rating Watch Negative or with a Negative Outlook, reducing such ratings for default analysis purposes by two and one notch, respectively. Fitch has previously noted that its review will be focused first on ratings most exposed to risks it has highlighted in its updated criteria. Consequently, the certificates were placed on Rating Watch Negative on May 15, 2008. As previously indicated, resolution of the Negative Watch status depends on any plans managers/arrangers may choose to modify either the structure or the portfolio. In this case, the arranger has confirmed that it does not intend to make any modifications.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.

Contacts

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