Fitch Upgrades One Tranche of the MassMutual High Yield Partners II LLC

Business Wire, April 19, 2005

NEW YORK -- Fitch Ratings has today taken the following rating actions on MassMutual High Yield Partners II L.L.C.

The following security has been upgraded:

--Fixed-rate secured subordinated notes upgraded to 'BB' from 'B';

Additionally, the following securities have paid-in-full to date:

--Floating-rate senior secured notes;

--Fixed-rate senior secured notes;

--Floating-rate secured subordinated notes.

MassMutual High Yield Partners II L.L.C. (HYP II) is a collateralized debt obligation (CDO) managed by Babson Capital Management L.L.C. HYP II was established in September 1996 to issue debt and equity securities and invest the proceeds in high yield bank loans, publicly tradable high-yield securities, privately placed high-yield securities, and 'special situation' investments such as distressed debt and public and private equities. HYP II was refinanced in June 1998. HYP II is a hybrid between a cash flow and market value structure. As such, it provides noteholders with a combination of structural protections typically not found together in one transaction, such as quarterly valuations of the portfolio investments, over-collateralization tests, liquidity tests, interest coverage tests, cash flow coverage tests and weighted average rating restrictions.

Fitch has reviewed the credit quality of the individual assets comprising the portfolio. Overall, in view of the current credit environment and substantial recoveries regarding illiquid assets, HYP II has significantly improved since the last review in June 2003. Per the March 2005 trustee report, HYP II is passing all of its quarterly financial covenants. The current liquid asset coverage ratio and the collateral coverage ratio have increased from 3.08 and 1.12 to 9.36 and 1.80, respectively. In addition, the projected total interest coverage ratio and the cash interest coverage ratio increased from 1.47 and 1.42 to 2.71 and 2.17, respectively. Also since the last review, defaulted assets have decreased from approximately $75 million to approximately $14 million. As a result of this analysis, Fitch has determined that the current ratings assigned to the fixed-rate secured subordinated notes do not reflect the overall improved status of HYP II.

Fitch will continue to monitor and review this transaction for future rating adjustments, as needed. Additional deal information and historical data are available on the Fitch Ratings web site at www.fitchratings.com.