PURCHASE AGREEMENT

Exhibit 99.2

Execution Copy

PURCHASE AGREEMENT

between

FORD MOTOR CREDIT COMPANY LLC,

as Sponsor

and

FORD CREDIT AUTO RECEIVABLES TWO LLC,

as Depositor

Dated as of May 1, 2009

TABLE OF CONTENTS

PURCHASE AGREEMENT, dated as of May 1, 2009 (this " Agreement "), between FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Sponsor, and FORD CREDIT AUTO RECEIVABLES TWO LLC, a Delaware limited liability company, as Depositor.

BACKGROUND

In the regular course of its business, the Sponsor purchases retail installment sale contracts secured by new and used cars and light trucks from motor vehicle dealers.

The Sponsor wishes to sell and assign, and the Depositor wishes to purchase, a pool of such contracts and related property on the terms and conditions in this Agreement.

ARTICLE I

USAGE AND DEFINITIONS

Section 1.1.                                 Usage and Definitions .  Capitalized terms used but not otherwise defined in this Agreement are defined in Appendix A to the Sale and Servicing Agreement, dated as of May 1, 2009, among Ford Credit Auto Owner Trust 2009-B, as Issuer, Ford Credit Auto Receivables Two LLC, as Depositor and Ford Motor Credit Company LLC, as Servicer.  Appendix A also contains rules as to usage applicable to this Agreement.  Appendix A is incorporated by reference into this Agreement.

ARTICLE II

SALE AND PURCHASE OF RECEIVABLES

Section 2.1.                                 Sale of Purchased Property; Payment of Purchase Price .

(a)           Effective as of the Closing Date and immediately before the transactions pursuant to the Sale and Servicing Agreement, the Trust Agreement and the Indenture, the Sponsor sells and assigns to the Depositor, without recourse (subject to the obligations of the Sponsor under this Agreement), all right, title and interest of the Sponsor, whether now owned or hereafter acquired, in and to the Purchased Property.

(b)           In consideration for the Purchased Property, the Depositor will pay to the Sponsor $1,906,858,711.20 in cash by federal wire transfer (same day) funds on the Closing Date.  The Depositor and the Sponsor each represents and warrants to the other that the amount of cash paid by the Depositor, together with the increase in the value in the Sponsor's capital in the Depositor, is equal to the fair market value of the Receivables.

(c)           The sale of the Purchased Property made under this Agreement does not constitute and is not intended to result in an assumption by the Depositor of any obligation of the Sponsor to the Obligors, the Dealers or any other Person in connection with the Purchased Property.

Section 2.2.                                 Savings Clause .  It is the intention of the Sponsor and the Depositor that (i) the sale and assignment pursuant to Section 2.1 constitute an absolute sale of the Purchased Property, conveying good title to the Purchased Property free and clear of any Lien other than Permitted Liens, from the Sponsor to the Depositor and (ii) the Purchased Property not be a part of the Sponsor's estate in the event of a bankruptcy or insolvency of the Sponsor.  If, notwithstanding the intention of the Sponsor and the Depositor, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Sponsor Grants, and the parties intend that the Sponsor Grants, to the Depositor a security interest in all of the Sponsor's right, title and interest in the Purchased Property to secure a loan in an amount equal to all amounts payable by the Sponsor under this Agreement, all amounts payable as principal or interest on the Notes, and all amounts payable as servicing fees under the Sale and Servicing Agreement, and in such event, this Agreement will constitute a security agreement under applicable law and the Depositor will have all of the rights and remedies of a secured party and creditor under the UCC.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1.                                 Representations and Warranties of the Sponsor .  The Sponsor represents and warrants to the Depositor as of the date of this Agreement and as of the Closing Date:

(a)            Organization and Qualification .  The Sponsor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware.  The Sponsor is qualified as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Sponsor's ability to perform its obligations under this Agreement.

(b)            Power, Authorization and Enforceability .  The Sponsor has the power and authority to execute, deliver and perform the terms of this Agreement.  The Sponsor has authorized the execution, delivery and performance of the terms of this Agreement.  This Agreement is the legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors' rights or by general equitable principles.

(c)            No Conflicts and No Violation .  The consummation of the transactions contemplated by this Agreement, and the fulfillment of the terms of this Agreement, will not (i) conflict with or result in a breach of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Sponsor is a debtor or guarantor, (ii) result in the creation or imposition of any Lien upon any of the properties or assets of the Sponsor pursuant to the terms of any such indenture, mortgage, deed of

trust, loan agreement, guarantee or similar agreement or instrument, (iii) violate the Certificate of Formation or the Limited Liability Company Agreement of the Sponsor, or (iv) violate any law or, to the Sponsor's knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties, in each case which conflict, breach, default, Lien, or violation would reasonably be expected to have a material adverse effect on the Sponsor's ability to perform its obligations under this Agreement.

(d)            No Proceedings .  To the Sponsor's knowledge, there are no proceedings or investigations pending or overtly threatened in writing before any court, federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Sponsor's ability to perform its obligations under this Agreement or the validity or enforceability of this Agreement.

(e)            Valid Security Interest .  This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens, other than Permitted Liens, and is enforceable against all creditors of and purchasers from the Sponsor.

(f)            Investment Company Act .  The Sponsor is not an "investment company" or a company "controlled by an investment company" within the meaning of the Investment Company Act.

Section 3.2.                                 Representations and Warranties of the Sponsor About the Receivables .  The Sponsor represents and warrants to the Depositor as of the date of this Agreement and as of the Closing Date (except as otherwise specified), which representations and warranties (i) the Depositor has relied on in purchasing the Receivables and (ii) will survive the sale of the Receivables to the Depositor, the subsequent sale of the Receivables to the Issuer pursuant to the Sale and Servicing Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture:

(a)            Origination of Receivables .  Each Receivable (i) was originated in the United States by a Dealer for the retail sale of a Financed Vehicle in the ordinary course of such Dealer's business and has been fully executed by the parties thereto, (ii) was purchased by the Sponsor from a Dealer and was validly assigned by such Dealer to the Sponsor, and (iii) was underwritten pursuant to the Credit and Collection Policy.

(b)            Simple Interest .  Each Receivable (i) provides for equal monthly payments in U.S. dollars that fully amortize the Amount Financed by its stated maturity and yield interest at the Annual Percentage Rate and (ii) applies a simple interest method

of allocating a fixed payment to principal and interest, so that the portion of such payment allocated to interest is equal to the APR multiplied by the principal balance multiplied by the number of days elapsed since the preceding payment of interest was made divided by 365.

(c)            Prepayment .  Each Receivable allows for prepayment and partial prepayments without penalty and requires that the Principal Balance be paid in full to prepay the contract in full.

(d)            No Government Obligors .  No Receivable is the obligation of the United States of America or any State or local government or from any agency, department, instrumentality or political subdivision of the United States or any State or local government.

(e)            Insurance .  Each Receivable requires the Obligor to obtain physical damage insurance covering the Financed Vehicle.

(f)            Valid Assignment .  No Receivable has been originated in, or is subject to the laws of, any jurisdiction under which the sale of such Receivable under this Agreement would be unlawful, void or voidable.  The terms of the Receivable do not limit the right of the owner of such Receivable to sell such Receivable.  The Sponsor has not entered into any agreement with any Person that prohibits, restricts or conditions the sale of any Receivable by the Sponsor.

(g)            Compliance with Law .  Each Receivable complied in all material respects at the time it was originated and as of the Closing Date will comply in all material respects with all requirements of federal, State, and local laws.

(h)            Binding Obligation .  Each Receivable is on a form contract that includes rights and remedies allowing the holder to enforce the obligation and realize on the Financed Vehicle and represents the legal, valid and binding payment obligation of the Obligor, enforceable in all material respects by the holder of the Receivable, except as may be limited by bankruptcy, insolvency, reorganization or other laws relating to the enforcement of creditors' rights or by general equitable principles and consumer protection laws.

(i)            Perfected Security Interest in Financed Vehicle .  Each Receivable is secured by a security interest in the related Financed Vehicle, in favor of the Sponsor as secured party, which was validly created and is a perfected, first priority security interest, or  the Sponsor has commenced procedures that will result in the perfection of a first priority security interest in the related Financed Vehicle, and said security interest is assignable by the Sponsor to the Depositor.

(j)            Good Title .  Immediately before the sale under this Agreement, the Sponsor had good title to each Receivable free and clear of any Lien other than Permitted Liens and, immediately upon the sale under this Agreement, the Depositor will have good title to each Receivable, fre