Fitch Rates Brazil Foreign DPR Co. --Santander Banespa-- Series 2004-1 'BBB+'.

CHICAGO -- Fitch Ratings has assigned a rating of 'BBB+' to the $400 million series 2004-1 of the Brazil Foreign Diversified Payment Rights Finance Company (Santander Banespa).

The deal is a future flow securitization of U.S. dollar and Euro denominated diversified payment rights (DPRs) originated by Banco do Estado de Sao Paulo (Banespa) and Banco Santander Brazil (BSB), the two primary operating banks under the Banco Santander Central Hispano umbrella in Brazil. The securitization is a seven-year deal with a three-year interest only period followed by four years of debt amortization.

DPRs generally refer to electronic payment orders intended for third-party beneficiaries via Banespa and BSB (i.e. trade-related payments, individual remittances, and foreign direct investment, etc). The trust will have rights to all DPRs upon generation, and the notes will represent senior undivided interest in the trust assets.

Similar to other Brazilian DPR securitizations, the transaction benefits from a true sale structure, as well as mechanisms to control cash flows throughout the life of the deal. Correspondent banks, which make up approximately 80% of the current DPR flow will sign notice and acknowledgment agreements that obligate them to deposit DPR collections into an offshore collection account controlled by the indenture trustee. Fitch expects coverage levels under current conditions to be in excess of 30 times (x) maximum debt service. Fitch has stressed these coverage levels under various scenarios and believes that the current and future DPR business at Santander Banespa is adequate to support the future flow notes.

In Brazil, Banco Santander Central Hispano (SAN) operates through three principal banks: Banespa, BSB, and Banco Santander Meridional (BSM). BSM's DPR flow is not significant and will not be included in this transaction. The three banks are separate entities for legal and tax purposes; however, they function as a single bank, consolidating results on a pro forma basis into a group known as Santander Banespa with unified management, strategies systems, and controls. Fitch evaluates the group on a pro forma consolidated basis and makes no distinctions between long-term ratings of these banks. Santander Banespa is Brazil's fourth largest private bank with assets of US$20.4 billion at year-end 2003. A detailed report on the bank can be found on the Fitch Ratings web site at 'www.fitchratings.com'.