OVERVIEW

We have assigned our credit ratings to the variable funding notes that 
FCT Eurotruck Lease II has issued, and to the credit facility loan 
granted to Fraikin Assets.
The transaction is designed to refinance Fraikin Assets' existing debt, 
to expand the scope of the transaction to Spain and the U.K. and more 
generally, to achieve stability of funding over the long term. It is 
backed by Fraikin Assets' portfolio of operating truck leases. 
The collateral comprises the rights to the customer contracts, trucks, 
information technology systems, and parking slots from Fraikin's 
operations in France, Spain, and the U.K.

  
PARIS (Standard & Poor's) April 16, 2012--Standard & Poor's Ratings Services 
today assigned its credit ratings to the variable funding notes that FCT 
Eurotruck Lease II has issued, and to the credit facility loan granted to 
Fraikin Assets (see list below).

The transaction is designed to refinance Fraikin Assets' existing debt, to 
expand the scope of the transaction to Spain and the U.K. and more generally, 
to achieve stability of funding over the long term backed by its portfolio of 
operating truck leases. 

On April 16, 2012, FCC Eurotruck Lease II became a fond commun de titrisation, 
FCT Eurotruck Lease II. It repaid the existing FCC notes using the funds it 
receives by refinancing the transaction and issuing new variable funding 
notes. In addition, new assets have been added to the underlying pool. These 
arose from Fraikin's branches in France. Further assets from Fraikin's 
branches in Spain and the U.K., respectively, Fraikin Alquiler, and Fraikin 
Ltd will be added in the coming months. Like the original assets, these assets 
are ring-fenced within Fraikin Assets during replenishment period. The 
collateral comprises the rights to the customer contracts, trucks, information 
technology systems, and parking slots from Fraikin's operations.

RATING RATIONALE 

Our rating is based on the following rationale:

Originator: Fraikin is the leading French truck leasing and fleet 
management company. It manages a fleet of more than 50,000 vehicles, and 
employs over 3,000 people across Europe. It has been using securitization 
since 2004, when the initial transaction was set up. 
Economic outlook: In our credit base-case scenarios, we took into account 
the deteriorating economic outlook for the countries in which the assets 
are located (see table 1).
Credit risks: The credit analysis is based on dynamic net loss data that 
covers 2005 to 2010 and has annual periodicity. Overall, performance has 
been relatively volatile. We have therefore sized our base-case scenarios 
accordingly. Our assumptions on recoveries are in line with estimated 
recoveries within similar deals and countries and we set our stress 
multiple and recovery haircuts according to our consumer finance 
criteria. The initial portfolio shows an increased exposure to certain 
obligors. Based on the concentration limits set in the transaction 
documentation, and according to our European consumer finance criteria, 
we have taken into account obligor concentration assumptions in our 
analysis.
Market value risk: The pool includes residual value, to which we have 
applied appropriate haircuts that take into account the specific truck 
market and manufacturer diversification. The transaction relies on 
external appraisers to provide vehicle valuation data to update the 
residual values monthly. In France and Spain, it uses l'Argus, and in the 
U.K., it uses CAP Motor Research Ltd. As a result, the pool asset value 
and the resulting borrowing base calculation is dynamically adjusted. 
Legal risks: The variable funding notes (VFNs) have been issued by FCT 
Eurotruck Lease II, which is a bankruptcy-remote entity under French law. 
We have also reviewed the bankruptcy-remoteness of the intermediary 
funding company (Fraikin Assets) in line with our European legal criteria 
(see "European Legal Criteria For Structured Finance Transactions," 
published on Aug. 28, 2008).
Cash flows: Our ratings on the credit facility granted to Fraikin Assets 
reflect our assessment of the credit and cash flow characteristics of the 
underlying asset pool. We have run each proposed advance rate in our own 
cash flow model. Cash flow model results show that the levels of credit 
enhancements (derived from advance rates proposed by the arranger for 
each subpool) are consistent with our 'BBB (sf)' ratings. Our ratings on 
the class A1-A5 senior funding notes and the class A1-A5 junior funding 
notes reflect our assessment of the credit and cash flow characteristics 
of the underlying asset pool. We have run each proposed advance rate in 
our own cash flow model. Cash flow model results show that the levels of 
credit enhancements (derived from advance rates proposed by the arranger 
for each subpool) are consistent with our 'A (sf)' and 'BBB (sf)' ratings.
Counterparty: Our ratings on the credit facility granted to Fraikin 
Assets reflect our view that the counterparty risks that the transaction 
is exposed to are adequately mitigated through the replacement language 
or draw-to-cash mechanism, which is compliant with our 2010 counterparty 
criteria, and commensurate with a 'A (sf)' rating (see " ," published on 
Dec. 6, 2010). Our ratings on the class A1-A5 senior funding notes and 
the class A1-A5 junior funding notes also reflect our view that the 
counterparty risks that the transaction is exposed to are adequately 
mitigated through the replacement language or draw-to-cash mechanism, 
which is compliant with our 2010 counterparty criteria, and commensurate 
with a 'A (sf)' rating (see "Counterparty And Supporting Obligations 
Methodology And Assumptions," published on Dec. 6, 2010).
Rating stability: According to our methodology outlined in "Scenario 
Analysis: Gross Default Rates And Excess Spread Hold The Answer To Future 
European Auto ABS Performance," published on May 12, 2009, a scenario 
analysis has been performed which provides both a "what-if" analysis of 
two scenarios, and an examination of the performance of the transaction 
in the context of the 2010 Credit Stability Criteria.
Back-up servicer: The transaction has a "warm" back-up servicer, i.e., 
servicing is set up to facilitate speedy transfer of the servicing 
responsibilities. The back-up takes over servicing if the original 
servicing contract is terminated. 
Liquidity: The transaction includes a liquidity facility mechanism that 
provides at least six months of interest and fees based on the amount of 
the credit facility to cover certain cash flow disruptions.

  
STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a credit rating 
relating to an asset-backed security as defined in the Rule, to include a 
description of the representations, warranties and enforcement mechanisms 
available to investors and a description of how they differ from the 
representations, warranties and enforcement mechanisms in issuances of similar 
securities.

The Standard & Poor's 17g-7 Disclosure Report included in this credit rating 
report is available at http://standardandpoorsdisclosure-17g7.com/1111496.pdf.
  
RELATED CRITERIA AND RESEARCH

European Structured Finance Scenario And Sensitivity Analysis: The 
Effects Of The Top Five Macroeconomic Factors, March 14, 2012
Request For Comment: Counterparty And Supporting Obligations Methodology 
And Assumptions--Expanded Framework, Nov. 21, 2011 
Global Structured Finance Scenario And Sensitivity Analysis: The Effects 
Of The Top Five Macroeconomic Factors, Nov. 4, 2011
Principles Of Credit Ratings, Feb. 16, 2011
Counterparty And Supporting Obligations Update, Jan. 13, 2011
Counterparty And Supporting Obligations Methodology And Assumptions, Dec. 
6, 2010
Scenario Analysis: Gross Default Rates And Excess Spread Hold The Answer 
To Future European Auto ABS Performance, May 12, 2009
European Legal Criteria For Structured Finance Transactions, Aug. 28, 
2008
A Listing Of S&P's New Actions Aimed At Strengthening The Ratings Process,
 Feb. 7, 2008
European Consumer Finance Criteria, March 10, 2000

  
RATINGS LIST
 
FCT Eurotruck Lease II 
€1,011 Million Class A1 To A5 Senior And Junior variable Funding Notes And 
€1,011 Million Credit Facility 
Class                 Rating                 Amount
                                              (mil.)
  
British pound sterling credit facility granted to Fraikin Assets     
                      BBB (sf)                £0
Euro credit facility granted to Fraikin Assets
                      BBB (sf)                €619.390
A1 British pound sterling senior variable funding notes
                      A (sf)                  £0
A1 euro senior variable funding notes
                      A (sf)                  €174.657
A2 British pound sterling senior variable funding notes
                      A (sf)                  £0
A2 euro senior variable funding notes
                      A (sf)                  €68.493
A3 British pound sterling senior variable funding notes
                      A (sf)                  £0
A3 euro senior variable funding notes
                      A (sf)                  €102.739
A4 British pound sterling senior variable funding notes
                      A (sf)                  £0
A4 euro senior variable funding notes
                      A (sf)                  €128.424
A5 British pound sterling senior variable funding notes
                      A (sf)                  £0
A5 euro senior variable funding notes
                      A (sf)                  €102.739
A1 British pound sterling junior variable funding notes
                      BBB (sf)                £0
A1 euro junior variable funding notes
                      BBB (sf)                €12.814
A2 British pound sterling junior variable funding notes
                      BBB (sf)                £0
A2 euro junior variable funding notes
                      BBB (sf)                €5.025
A3 British pound sterling junior variable funding notes
                      BBB (sf)                £0
A3 euro junior variable funding notes
                      BBB (sf)                €7.538
A4 British pound sterling junior variable funding notes
                      BBB (sf)                £0
A4 euro junior variable funding notes
                      BBB (sf)                €9.422
A5 British pound sterling junior variable funding notes
                      BBB (sf)                £0
A5 euro junior variable funding notes
                      BBB (sf)                €7.538
A1 British pound sterling liquidity variable funding notes
                      NR                      £0
A1 euro liquidity variable funding notes
                      NR                      €4.031
A2 British pound sterling liquidity variable funding notes
                      NR                      £0
A2 euro liquidity variable funding notes
                      NR                      €1.581
A3 British pound sterling liquidity variable funding notes
                      NR                      £0
A3 euro liquidity variable funding notes
                      NR                      €2.371
A4 British pound sterling liquidity variable funding notes
                      NR                      £0
A4 euro liquidity variable funding notes
                      NR                      €2.964
A5 British pound sterling liquidity variable funding notes
                      NR                      £0
A5 euro liquidity variable funding notes
                      NR                      €2.371
NR--Not rated.