Execution Version
 Ford Credit Auto Receivables Two LLC
 Ford Credit Auto Owner Trust 2011-B
 Underwriting Agreement
  
  Introduction Depositor Certificate of Formation Limited Liability Company Agreement Ford Credit Publicly Registered Notes Terms Annex Agreement Commission Representatives Underwriters
 Trust Trust Agreement Owner Trustee Class A-1 Notes Class D Notes Notes Class A-1 Note Purchase
Agreement Indenture Indenture Trustee Receivables




---



##### 



Purchase Agreement Sale and Servicing
Agreement Servicer Administration Agreement
 Control Agreement
 Basic Documents Transaction Documents
 Securities Act Rules and Regulations Registration
Statement Rule 424(b) Prospectus Supplement Base Prospectus Prospectus Preliminary Prospectus Static Pool Information
 Contracts of Sale Time of Sale Free Writing Prospectus Time of Sale Information
 2




---



##### 



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 TIA
 Time of Sale Information provided provided
 3




---



##### 



Trust Free Writing Prospectus Trust Free Writing Prospectus provided
 Documents Incorporated by Reference Exchange Act
 Organization and Qualification
 No Conflicts and No Violation
 Power, Authorization and Enforceability
 4




---



##### 



Conformity of Transaction Documents
 Enforceability of Notes
 Schedule of Receivables
 Representations and Warranties in the Basic Documents
 Ineligible Issuer
 Static Pool Information
 Investment Company Act Investment
Company Act
 Compliance with Rule 17g-5 Rule 17g-5
 Purchase, Sale and Delivery of the Notes
 Closing Date
 5




---



##### 



DTC
 Offering by Underwriters; Payment of Certain Costs and Expenses
   Covenants of the Depositor
 Preparation of Prospectus
 Filing of Prospectus and any Trust Free Writing Prospectus
 Delivery of Proposed Amendment or Supplement
 Notice to the Representatives
 6




---



##### 



Blue Sky Compliance provided provided further
 Delivery of Prospectus
 Earnings Statement provided
 Payment of Costs and Expenses
 Delivery of Reports
 7




---



##### 



Cooperation with Rating Agencies
 Compliance with Rule 17g-5
 Conditions of the Obligations of the Underwriters
 Accountants Letter provided
 Registration Compliance; No Stop Order
 Officers Certificates as to Representations and Warranties
   8




---



##### 



Officers Certificates as to Conditions Precedent.
 No Material Adverse Change
 War Out; Market Out
 provided
  9




---



##### 



In-house Opinion.
 Delaware Limited Liability Company Act
     10




---



##### 



Bankruptcy Opinion.
 11




---



##### 



Corporate Opinion.
        12




---



##### 



provided
      Tax Opinion
    Negative Assurances.
 13




---



##### 



Security Interest Opinion
 Underwriters Counsel Opinion
 Owner Trustee Opinion.
  14




---



##### 



Delaware Trust Opinion
 Delaware Act
 15




---



##### 



16




---



##### 



Indenture Trustee Opinion
      17




---



##### 



Ratings Letters
 Transaction Documents
 Consideration
 Indemnification and Contribution
 provided, however provided, further
   18




---



##### 



provided
     19




---



##### 



Amounts
 20




---



##### 



Free Writing Prospectuses; Delivery of Preliminary Prospectus
  Underwriter Free Writing
Prospectus Trust Information
  provided, however,
    21




---



##### 



provided
         22




---



##### 



Survival of Certain Representations and Obligations
 Failure to Purchase the Publicly Registered Notes
   23




---



##### 



No Fiduciary Duty
  Notices
      
  
 24




---



##### 



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
 Counterparts
  25




---



##### 



EXECUTED:
FORD CREDIT AUTO RECEIVABLES TWO LLCBy:
    /s/  Scott D. KrohnName:
    Scott D. KrohnTitle:
    Assistant TreasurerFORD MOTOR CREDIT COMPANY LLCBy:
    /s/  Scott D. KrohnName:
    Scott D. KrohnTitle:
    Assistant Treasurer CITIGROUP GLOBAL MARKETS INC.By:
    /s/ Amy Jo PittsName:
    Amy Jo PittsTitle:
    DirectorCREDIT AGRICOLE SECURITIES (USA) INC.By:
    /s/  Richard McBrideName:
    Richard McBrideTitle:
    DirectorCREDIT SUISSE SECURITIES (USA) LLCBy:
    /s/  Jay KimName:
    Jay KimTitle:
    Managing DirectorRBC CAPITAL MARKETS, LLCBy:
    /s/  Rick KoppenhaverName:
    Rick KoppenhaverTitle:
    DirectorEach as an Underwriter and as a
Representative of the other Underwriters




---



##### 



Publicly Registered Notes
 
    Private Notes
   Underwriters
 
 Terms of the Publicly Registered Notes
 Pricing Date:
    
    July 19, 2011Time of Sale:
    
    4:00 p.m. (EST), July 19, 2011Closing Date:
    
    July 26, 2011
 Required Ratings as of the Closing Date
  A-1




---



##### 



Pricing Information
 Purchase PriceAggregate
    
    
    
    
    
    (as a % of thePrincipal
    
    Interest
    
    aggregate principal
    
    Final ScheduledNotes
    
    Amount
    
    Rate
    
    amount)
    
    Payment DateClass A-2 Notes
    
    $
    347,800,000
    
    
    
    0.68
    %
    
    
    99.79407
    %
    
    January 15, 2014Class A-3 Notes
    
    $
    391,800,000
    
    
    
    0.84
    %
    
    
    99.73332
    %
    
    June 15, 2015Class A-4 Notes
    
    $
    256,420,000
    
    
    
    1.35
    %
    
    
    99.68999
    %
    
    December 15, 2016Class B Notes
    
    $
    41,040,000
    
    
    
    2.27
    %
    
    
    99.64911
    %
    
    January 15, 2017Class C Notes
    
    $
    27,360,000
    
    
    
    2.54
    %
    
    
    99.56904
    %
    
    May 15, 2017
 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 NotesCitigroup Global Markets Inc.
    
    $
    78,255,000
    
    
    $
    88,155,000
    
    
    $
    57,694,500Credit Agricole Securities (USA) Inc.
    
    
    78,255,000
    
    
    
    88,155,000
    
    
    
    57,694,500Credit Suisse Securities (USA) LLC
    
    
    78,255,000
    
    
    
    88,155,000
    
    
    
    57,694,500RBC Capital Markets, LLC
    
    
    78,255,000
    
    
    
    88,155,000
    
    
    
    57,694,500HSBC Securities (USA) Inc.
    
    
    10,434,000
    
    
    
    11,754,000
    
    
    
    7,692,600PNC Capital Markets LLC
    
    
    10,434,000
    
    
    
    11,754,000
    
    
    
    7,692,600Wells Fargo Securities, LLC
    
    
    10,434,000
    
    
    
    11,754,000
    
    
    
    7,692,600Loop Capital Markets LLC
    
    
    3,478,000
    
    
    
    3,918,000
    
    
    
    2,564,200Total
    
    $
    347,800,000
    
    
    $
    391,800,000
    
    
    $
    256,420,000
 Initial Principal
    
    
    Initial PrincipalAmount of
    
    
    Amount ofUnderwriters
    
    Class B Notes
    
    
    Class C NotesCitigroup Global Markets Inc.
    
    $
    10,260,000
    
    
    $
    6,840,000Credit Agricole Securities (USA) Inc.
    
    
    10,260,000
    
    
    
    6,840,000Credit Suisse Securities (USA) LLC
    
    
    10,260,000
    
    
    
    6,840,000RBC Capital Markets, LLC
    
    
    10,260,000
    
    
    
    6,840,000Total
    
    $
    41,040,000
    
    
    $
    27,360,000
 A-2




---



##### 



Parties
 Trust:
    
    Ford Credit Auto Owner Trust 2011-B.Owner Trustee:
    
    U.S. Bank Trust National Association.Indenture Trustee:
    
    The Bank of New York Mellon.
 Documents
 Registration Statement
    
    Registration Statement Registration (No.
333-167489) filed on June 14, 2010 and
amended by Amendment No. 1 filed on July 9,
2010 and effective July 13, 2010.Indenture:
    
    Indenture, to be dated as of the Cutoff
Date, between the Trust and the Indenture
Trustee.Trust Agreement:
    
    Amended and Restated Trust Agreement, to be
dated as of the Cutoff Date, between the
Depositor and the Owner Trustee.Purchase Agreement:
    
    Purchase Agreement, to be dated as of the
Cutoff Date, between Ford Credit and the
Depositor.Sale and Servicing Agreement:
    
    Sale and Servicing Agreement, to be dated as
of the Cutoff Date, among the Depositor, the
Servicer and the Trust.Administration Agreement:
    
    Administration Agreement, to be dated as of
the Cutoff Date, among Ford Credit, the
Trust and the Indenture Trustee.Control Agreement:
    
    Account Control Agreement, to be dated as of
the Cutoff Date, among the Trust, the
Indenture Trustee and The Bank of New York
Mellon, in its capacity as a securities
intermediary.
 A-3




---



##### 



Address for Notices to the Representatives
 
 
  
 
 
 Time of Sale Information
 Preliminary Prospectus:
    
    Preliminary Prospectus, dated July 18, 2011Trust Free Writing Prospectus:
    
    Free Writing Prospectus, dated July 18, 2011  (Ratings)Underwriter Free Writing Prospectus:
    
    Free Writing Prospectus, dated July 19, 2011  (Pricing)
 A-4