S&P Assigns Prelim Rating in Panther CDO II BV's CDO.

Business Editors

LONDON--(BUSINESS WIRE)--Nov. 23, 2001

Standard & Poor's--The class I notes to be issued by special-purpose entity Panther CDO II B.V. were today assigned a preliminary 'AAA' rating (see list below).

The collateral backing the notes is a portfolio

The ratings reflect:

-- The credit support in the form of subordination to be provided by the notes
junior to the class I notes;

-- The availability of additional credit enhancement in the form of excess
spread;

-- Certain structural features that are intended to limit the impact of a
deterioration of the portfolio on the class I notes;

-- The coverage of interest rate risks through hedge agreements; and

-- The legal structure of the transaction, which includes the
bankruptcy-remoteness of the issuer.

The capital structure is expected to be finalized following a full and satisfactory cash flow analysis.

A copy of Standard & Poor's complete presale report for this transaction is available on RatingsDirect, Standard & Poor's Web-based credit analysis system, at www.ratingsdirect.com. The report is also available on Standard & Poor's Ratings Services Web site at www.standardandpoors.com. Under Presale Reports, select Structured Finance, then Asset-Backed Securities.

PRELIMINARY RATINGS ASSIGNED

Panther CDO II B.V.

EUR 512.75 Million Senior Floating-Rate Notes and Subordinated Fixed-Rate Notes due January 2017

Class           Rating         Amount (Mil. EUR)
I               AAA            440.00
II              N.R.            27.50
III             N.R.            15.00
M               N.R.            30.25
N.R.--not rated.