SEC Division of Corporation Finance no-action letter: Ford Motor Credit Company LLC

Regulation AB Item 1120

November 23, 2010

Response of the Office of Chief Counsel Division of Corporation Finance

RE:

Ford Motor Credit Company LLC Ford Credit Auto Receivables Two LLC Incoming Letter dated July 22, 2010

Items 1103(a)(9) and 1120 of Regulation AB require disclosure of whether an issuance or sale of any class of offered asset-backed securities is conditioned on the assignment of a rating by one or more rating agencies. If so conditioned, those items require disclosure about the minimum credit rating that must be assigned and the identity of each rating agency. Item 1120 also requires a description of any arrangements to have such ratings monitored while the asset-backed securities are outstanding.

Effective July 22, 2010, Section 939G of the Dodd-Frank Act provides that Rule 436(g) shall have no force or effect. As a result, disclosure of a rating in a registration statement requires inclusion of the consent by the rating agency to be named as an expert.

In a letter to you dated July 22, 2010, we noted that the rating agencies indicated that they were not willing to provide their consent at the time. In order to facilitate a transition for asset-backed issuers, the Division stated its position that we will not recommend enforcement action to the Commission if an asset-backed issuer as defined in Item 1101 of Regulation AB omits the ratings disclosure required by Item 1103(a)(9) and 1120 of Regulation AB from a prospectus that is part of a registration statement relating to an offering of asset-backed securities. The no-action position was set to expire with respect to any registered offerings of asset-backed securities commencing with an initial bona fide offer on or after January 24, 2011.

The Dodd-Frank Act mandates a number of significant changes to the regulatory regime for both credit rating agencies and asset-backed securities. The Division has determined to extend the no-action position to allow adequate time to complete the regulatory actions required by the Dodd-Frank Act. We are doing this to facilitate our consideration of whether and, if so, how those final regulatory actions should affect the Commission’s disclosure requirements regarding credit ratings for asset-backed securities offerings, while permitting registered asset-backed securities offerings to continue without interruption. We understand that the rating agencies continue to indicate that that they are not willing to provide their consent at this time, and that without an extension of our no-action position, offerings of asset-backed securities would not be able to be conducted on a registered basis. Given the current state of uncertainty in the asset-backed securities market and the benefits to investor protection resulting from Securities Act registration, the Division is extending the relief issued to you by letter dated July 22, 2010. Pending further notice, the Division will not recommend enforcement action to the Commission if an asset-backed issuer as defined in Item 1101 of Regulation AB omits the ratings disclosure required by Item 1103(a)(9) and 1120 of Regulation AB from a prospectus that is part of a registration statement relating to an offering of asset-backed securities.

Sincerely,

Katherine Hsu Senior Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.

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FordCredit

Susan J. Thomas
Secretary and Associate General Counsel
Ford Molor Credit Company LlC
One American Road
Dearborn, MI 48126
July 22,2010
Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549
Attention: Katherine Hsu, Senior Special Counsel Re: Ford Motor Credit Company LLC Ford Credit Auto Receivables Two LLC Commission File No. 333-167489 Dear Ms. Hsu:
I am sUbmitting this request on behalf of Ford Motor Credit Company LLC ("Ford Credit" or the "Sponsor") and Ford Credit Auto Receivables Two LLC (the "Registrant"). The Registrant has filed a Registration Statement (Commission File No. 333-167489) (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect to the issuance of asset-backed securities by Ford Credit Auto Owner Trusts established by the Registrant. As you are aware, the Dodd-Frank Wall Street Reform and Consumer Protection Act provides that Rule 436(g) of the Securities Act of 1933, as amended (the "Securities Act"), shall have no force and effect. Several of the "nationally recognized statistical rating organizations" ("NRSROs") have indicated that they are not willing to provide their consent to the inclusion of their names or ratings in registration statements or prospectuses until they have had time to assess the implications of such consent. As a result, the Registrant is unable to comply with Rules 11 03(a)(9) and 1120 of Regulation AB under the Securities Act ("Regulation AB") requiring disclosure of the identities of NRSROs and their ratings and any arrangements relating to the monitoring of the ratings in the prospectuses relating to the Registration Statement if the issuance or sale of the securities is conditioned on the assignment of such ratings, and therefore it is unable to conduct offerings under its Registration Statement. Accordingly, on behalf of the Sponsor and the Registrant, I respectfully request from the Staff (the "Staff') of the Commission assurance that, notwithstanding Rules 11 03(a)(9) and 1120 of Regulation AB, the Staff will not recommend enforcement action to the Commission if the Registrant does not include the identities of the NRSROs and their ratings or the arrangements relating to the monitoring of the ratings in any prospectus relating to an offering completed during a specified, temporary period of time. Seven additional copies of this letter are enclosed pursuant to Securities Act Release No. 33-6269. Please feel free to contact me at (313) 594-9876 with any questions or requests for additional information. Very truly yours,