Execution Version
 Ford Credit Auto Lease Two LLC
 Ford Credit Auto Lease Trust 2011-A
 Underwriting Agreement
  
  Introduction Depositor Certificate of Formation Limited
Liability Company Agreement Ford Credit Class A-2 Notes Class A-3 Notes Class A-4 Notes Publicly Registered Notes Terms
Annex Agreement Commission Representatives Underwriters Exchange Note
Supplement CAB East CAB West FCALM Titling
Companies U.S. Bank HTD Ford Credit Credit and Security Agreement
 Trust Trust Agreement Owner Trustee Class A-1 Notes Class B Notes Notes




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Class A-1 Note Purchase
Agreement Class B Note Purchase Agreement Indenture Indenture
Trustee Exchange Note
 First Tier Sale Agreement Second Tier Sale Agreement Servicer Servicing Agreement CAB East Holdings CAB West
Holdings FCALM Holdings Holding Companies Collateral Agent Servicing Supplement Administration Agreement Control Agreement
 Intercreditor Agreement Basic Documents Transaction Documents
 Rules and
Regulations Registration Statement Rule 424(b) Prospectus
Supplement Base Prospectus Prospectus
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Preliminary Prospectus Static Pool
Information
 Contracts of Sale Time of Sale Free Writing Prospectus Time of Sale Information Time of Sale Time of Sale Information Corrective Information Time of Sale Time of Sale
Information
 Representations and Warranties of the Depositor
 Registration Statement and Prospectus provided
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Trust Indenture Act TIA
 Time of Sale Information. provided provided
 Trust Free Writing Prospectus Additional Offering
Information provided
 Documents Incorporated by Reference Exchange Act
 Organization and Qualification
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No Conflicts and No Violation
 Power, Authorization and Enforceability
 Conformity of Transaction Documents
 Enforceability of Notes
 Schedule of Collateral Leases and Collateral Leased Vehicles.
 Representations and Warranties in the Basic Documents
 Ineligible Issuer
 Static Pool Information
 Investment Company Act
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Investment Company Act
 Compliance with Rule 17g-5 Rule 17g-5
 Purchase, Sale and Delivery of the Notes
 Closing Date
 DTC
 Offering by Underwriters; Payment of Certain Costs and Expenses
   Covenants of the Depositor
 Preparation of Prospectus
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Filing of Prospectus and any Trust Free Writing Prospectus
 Delivery of Proposed Amendment or Supplement
 Notice to the Representatives
 Blue Sky Compliance provided provided further
 Delivery of Prospectus
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Earnings Statement provided
 Payment of Costs and Expenses
 Delivery of Reports
 Cooperation with Rating Agencies.
 Compliance with Rule 17g-5
 Conditions of the Obligations of the Underwriters
 Accountants Letter.
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provided,
 Registration Compliance; No Stop Order
 Officers Certificates as to Representations and Warranties
   Officers Certificates as to Conditions Precedent.
 No Material Adverse Change
 War Out; Market Out
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provided
  In-house Opinion.
 LLC Party LLC Parties
 Transaction Notices
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Corporate Party Corporate Parties
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Bankruptcy Opinion.
 Corporate Opinion.
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Class A-1 Offering Memorandum Class B Offering Memorandum provided
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Tax Opinion
    Negative Assurances.
   Security Interest Opinion
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ERISA Opinion ERISA
 PBGC Opinion
 Underwriters Counsel Opinion
 Owner Trustee Opinion.
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Delaware Trust Opinion
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Indenture Trustee Opinion
        Collateral Agent Opinion.
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Administrative Agent Opinion.
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Ratings Letters
 Transaction Documents
 Consideration
 Indemnification and Contribution
 provided, however provided, further
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provided
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Amounts
 Free Writing Prospectuses; Delivery of Preliminary Prospectus
  Underwriter Free Writing
Prospectus Trust Information
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provided, however,
    provided
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Survival of Certain Representations and Obligations
 Failure to Purchase the Publicly Registered Notes
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No Fiduciary Duty
  Notices
      
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Successors
 Governing Law . THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
 Submission to Jurisdiction
 Waiver of Jury Trial . EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
 Severability
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Counterparts
  
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EXECUTED:
FORD CREDIT AUTO LEASE TWO LLCBy:
    /s/ Scott D. KrohnName:
    Scott D. KrohnTitle:
    Assistant TreasurerFORD MOTOR CREDIT COMPANY LLCBy:
    /s/ Scott D. KrohnName:
    Scott D. KrohnTitle:
    Assistant Treasurer




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DEUTSCHE BANK SECURITIES INC.By:
    /s/ Katherine BolognaName:
    Katherine BolognaTitle:
    Vice PresidentBy:
    /s/ Daniel GerberName:
    Daniel GerberTitle:
    DirectorJ.P. MORGAN SECURITIES LLCBy:
    /s/ Billy WongName:
    Billy WongTitle:
    Vice PresidentMORGAN STANLEY & CO. LLCBy:
    /s/ Henry DomeniciName:
    Henry DomeniciTitle:
    Executive Director




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Publicly Registered Notes
 
 Private Notes
 
 Underwriters
 
 Terms of the Notes
 Pricing Date:
    
    June 29, 2011Time of Sale:
    
    1:32 PM (EDT), June 29, 2011Closing Date:
    
    July 5, 2011
 Required Ratings as of the Closing Date
  A-1




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Pricing Information
 Purchase PriceAggregate Principal
    
    
    
    
    
    (as a % of the aggregate
    
    Underwriting
    
    Final ScheduledNotes
    
    Amount
    
    Interest Rate
    
    principal amount)
    
    Discount
    
    Payment DateClass A-2 Notes
    
    $390,000,000
    
    
    0.74
    %
    
    
    99.79216
    %
    
    
    0.200
    %
    
    September 15, 2013Class A-3 Notes
    
    $305,000,000
    
    
    1.03
    %
    
    
    99.74675
    %
    
    
    0.250
    %
    
    July 15, 2014Class A-4 Notes
    
    $65,841,000
    
    
    1.34
    %
    
    
    99.69713
    %
    
    
    0.300
    %
    
    September 15, 2014
 Underwriters and Allotments
 Initial Principal
    
    
    Initial Principal
    
    
    Initial PrincipalAmount of
    
    
    Amount of
    
    
    Amount ofUnderwriters
    
    Class A-2 Notes
    
    
    Class A-3 Notes
    
    
    Class A-4 NotesDeutsche Bank Securities Inc.
    
    $
    117,000,000
    
    
    $
    91,500,000
    
    
    $
    19,752,300J.P. Morgan Securities LLC
    
    
    117,000,000
    
    
    
    91,500,000
    
    
    
    19,752,300Morgan Stanley & Co. LLC
    
    
    117,000,000
    
    
    
    91,500,000
    
    
    
    19,752,300Commerz Markets LLC
    
    
    13,000,000
    
    
    
    10,166,667
    
    
    
    2,194,700Credit Agricole Securities (USA) Inc.
    
    
    13,000,000
    
    
    
    10,166,667
    
    
    
    2,194,700HSBC Securities (USA) Inc.
    
    
    13,000,000
    
    
    
    10,166,666
    
    
    
    2,194,700Total
    
    $
    390,000,000
    
    
    $
    305,000,000
    
    
    $
    65,841,000
 A-2




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Parties
 Trust:
    
    Ford Credit Auto Lease Trust 2011-A.Owner Trustee:
    
    U.S. Bank Trust National Association.Indenture Trustee:
    
    The Bank of New York Mellon.
 Documents
 Indenture:
    
    Indenture, to be dated as of Cutoff Date,
between the Trust and the Indenture Trustee.Trust Agreement:
    
    Amended and Restated Trust Agreement, to be
dated as of Cutoff Date, between the
Depositor and the Owner Trustee.First Tier Sale Agreement:
    
    First Tier Sale Agreement, to be dated as of
Cutoff Date, between Ford Credit and the
Depositor.Second Tier Sale Agreement:
    
    Second Tier Sale Agreement, to be dated as
of Cutoff Date, between the Depositor and
the Trust.Servicing Agreement
    
    Amended and Restated Servicing Agreement,
dated as of December 1, 2006, among the
Sponsor, the Holding Companies and the
Collateral Agent.Servicing Supplement
    
    2011-A Servicing Supplement, to be dated as
of Cutoff Date, among the Sponsor, the
Holding Companies and the Collateral Agent.
 A-3




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Credit and Security Agreement
    
    Amended and Restated Credit and Security
Agreement, dated as of December 1, 2006,
among the Titling Companies, Ford Credit,
the Administrative Agent and the Collateral
Agent.Exchange Note Supplement
    
    2011-A Exchange Note Supplement to the
Credit and Security Agreement, to be dated
as of the Cutoff Date, among the Titling
Companies, Ford Credit, the Administrative
Agent and the Collateral Agent.Administration Agreement:
    
    Administration Agreement, to be dated as of
Cutoff Date, among Ford Credit, the Trust
and the Indenture Trustee.Control Agreements:
    
    (i) Collateral Account Control Agreement, to
be dated as of the Cutoff Date, among the
Trust, the Indenture Trustee and the
financial institution acting as the
securities intermediary and (ii) Titling
Company Collateral Account Control
Agreement, to be dated as of the Cutoff
Date, among the Trust, CAB East, CAB West
and the financial institution acting as the
securities intermediary.
 A-4




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Address for Notices to the Representatives
 Deutsche Bank Securities Inc.
60 Wall Street, 19th Floor
New York, New York 10005J.P. Morgan Securities LLC
383 Madison Avenue, 31st Floor
New York, New York 10179Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
 Trust Free Writing Prospectuses
 Ratings Free Writing Prospectus:
    
    Free Writing Prospectus, dated June 27, 2011  (Ratings)Investor Presentation Free Writing Prospectus:
    
    Free Writing Prospectus, dated June 24, 2011  (Roadshow)
 Time of Sale Information
 Preliminary Prospectus:
    
    Preliminary Prospectus, dated June 27, 2011Underwriter Free Writing Prospectus:
    
    Free Writing Prospectus, dated June 29, 2011  (Pricing)Trust Free Writing Prospectus:
    
    Ratings Free Writing Prospectus
 A-5