Fleet Leasing Receivables Trust Completes Notes Offering

On January 27, 2010, Fleet Leasing Receivables Trust completed an offering of $379,909,000 of asset-backed notes backed by a diversified pool of commercial vehicle and equipment fleet lease receivables originated by PHH Vehicle Management Services Inc. (PHH VMS). Five classes of fixed-interest rate notes were issued under placements in Canada and the United States, including a public offering under the issuer's newly established base shelf prospectus of $90,740,000 of notes which were purchased by the Business Development Bank of Canada (BDC) under the Canadian Secured Credit Facility (the CSCF). This was BDC's first transaction completed under the Small Enterprise Tranche of the CSCF, which was established by the federal government in the spring of 2009, and PHH VMS's first public market securitization transaction. As part of the securitization, approximately $400,000,000 in fleet lease receivables were transferred to Fleet Leasing Receivables Trust, a special purpose trust established in Canada in connection with this note offering, and administered by PHH VMS. PHH VMS is an indirect subsidiary of PHH Corporation, an NYSE-listed outsource provider of mortgage and vehicle fleet management services. The securitized receivables relate to a pool of approximately 18,000 leases for equipment and vehicles located in all provinces of Canada. Wells Fargo Bank, N.A. was appointed back-up servicer for the securitized receivables.

Merrill Lynch Canada Inc. acted as lead agent in respect of the public offering of notes in Canada with CIBC World Markets Inc., RBC Dominion Securities Inc. and Scotia Capital Inc. also acting as agents for this public offering. Merrill Lynch Canada Inc. and Banc of America Securities LLC acted as agents in respect of the private placements of other classes of notes in Canada and the United States.

Fleet Leasing Receivables Trust and PHH VMS were represented by in-house counsel including William Brown, General Counsel, and Leith Kaplan, Vice-President Legal, of PHH Corporation and by Blake, Cassels & Graydon LLP with a team that included Gail Lilley, Mark Selick, Aaron Palmer, James Hoffner, Tim Reibetanz, Karen Reynar, Norbert Knutel, Richard Turner, Marc Flynn and Suneel Gokhale (corporate and securities); Paul Tamaki, Allan Gelkopf and Robert Kreklewich (tax); and James Papadimitriou and Viorelia Guzun (Québec).

Wells Peever, QC, J. J. Burnell and Robert Fleischaker of Aikins, MacAulay & Thorvaldson LLP acted as Manitoba counsel and John Donovan, Charles Pesant and Toren Murphy of White & Case LLP acted as US counsel for the issuer and PHH VMS.

The agents were represented by Stikeman Elliott LLP with a team that included Mark McElheran, Chris MacIntyre and Enza Agazzi (corporate), Jonathan Willson and Alan Kenigsberg (tax), Sterling Dietze and Lana Rabinovitch (Québec) and Ian Putnam (US). Wells Fargo was represented by Martin Fingerhut of Blake, Cassels & Graydon LLP.

BDC was represented by Banu Ozlem Unal, Counsel, Securitization, of BDC and James Rumball, Alana Hunt and James Padwick of Ogilvy Renault LLP.