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Exhibit 10.15




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INDEX
 PagePreambles
    
    
    
    
    1ARTICLE IDEFINITIONSSection 1.1
    
    General
    
    
    1Section 1.2
    
    Definitions
    
    
    1Section 1.3
    
    No Constitutional Debt
    
    
    5ARTICLE IITHE LOAN; LOAN PAYMENTS; LETTER OF CREDITAND ADDITIONAL PAYMENTS;BORROWER EXECUTIVE AND DELIVER NOTESection 2.1
    
    Amount and Terms of the Loan; the Note
    
    
    5Section 2.2
    
    Additional Payments
    
    
    6Section 2.3
    
    Notes
    
    
    6Section 2.4
    
    Assignment of Payments and Note
    
    
    8Section 2.5
    
    Obligations Unconditional
    
    
    8Section 2.6
    
    Prepayment of Loan and Additional Payments; Moneys for Optional Redemption
    
    
    9Section 2.7
    
    Past Due Loan Payments and Additional Payments
    
    
    9Section 2.8
    
    Redemption of Bonds
    
    
    9Section 2.9
    
    Adjustment of Loan Payments in the Event of Redemption or Cancellation
Of Project Bonds
    
    
    9Section 2.10
    
    Assignment of Agreement and Revenues
    
    
    9Section 2.11
    
    Payments to Remarketing Agent
    
    
    9Section 2.12
    
    Letter of Credit and Confirming Letter of Credit; Alternate Letter of Credit and
Alternate Confirming Letter of Credit
    
    
    9ARTICLE IIIACQUISITION, CONSTRUCTION, EQUIPPING ANDOWNERSHIP OF THE PROJECTSection 3.1
    
    Agreement to Acquire, Construct and Equip The Project
    
    
    10Section 3.2
    
    Completion Date
    
    
    11Section 3.3
    
    Agreement as to Ownership of Project
    
    
    11Section 3.4
    
    Use of Project
    
    
    11Section 3.5
    
    Additional Bonds
    
    
    11
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PageARTICLE IVISSUANCE OF BONDS;APPLICATION OF PROCEEDSSection 4.1
    
    Issuance of Bonds; Deposit of Bond Proceeds
    
    
    11Section 4.2
    
    Disbursements from the Project Fund
    
    
    11Section 4.3
    
    Obligation of the Parties to Cooperate In Furnishing Documents
    
    
    13Section 4.4
    
    Borrower Required to Pay Costs in Event Project Fund Insufficient
    
    
    13Section 4.5
    
    Investment of Fund Moneys
    
    
    13ARTICLE VMAINTENANCE; INSURANCE; DAMAGE;DESTRUCTION AND EMINENT DOMAINSection 5.1
    
    Maintenance
    
    
    13Section 5.2
    
    Removal of Portions of Project
    
    
    14Section 5.3
    
    Option to Release Portion of Project
    
    
    14Section 5.4
    
    Insurance Required
    
    
    14Section 5.5
    
    [Reserved]
    
    
    14Section 5.6
    
    Workers Compensation
    
    
    14Section 5.7
    
    Mechanics Liens
    
    
    14Section 5.8
    
    Damage, Destruction and Eminent Domain
    
    
    14ARTICLE VIWARRANTIES, REPRESENTATIONS AND COVENANTSSection 6.1
    
    Representations of the Issuer
    
    
    15Section 6.2
    
    Representations of the Borrower
    
    
    15Section 6.3
    
    [Reserved]
    
    
    16Section 6.4
    
    Financial Statements
    
    
    16Section 6.5
    
    Borrowers Approval of Indenture
    
    
    16Section 6.6
    
    Right of Access
    
    
    16Section 6.7
    
    Indemnification
    
    
    16Section 6.8
    
    Borrower Not to Adversely Affect Tax Exempt Status of Bond Interest
On Project Bonds
    
    
    17ARTICLE VIIASSIGNMENTSection 7.1
    
    Assignment by Borrower
    
    
    17Section 7.2
    
    Assignment by Issuer
    
    
    17
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PageARTICLE VIIITERMINATION AND PREPAYMENTSection 8.1
    
    Option to Terminate
    
    
    18Section 8.2
    
    Option to Prepay Loan
    
    
    18Section 8.3
    
    Obligation to Prepay Loan
    
    
    18Section 8.4
    
    Notice of Prepayment
    
    
    19Section 8.5
    
    Prepayment Price
    
    
    19Section 8.6
    
    Relative Position of this Article and Indenture
    
    
    19Section 8.7
    
    Concurrent Discharge of Note
    
    
    19ARTICLE IXEVENT OF DEFAULT AND REMEDIESSection 9.1
    
    Events of Default
    
    
    20Section 9.2
    
    Remedies on Default
    
    
    21Section 9.3
    
    No Remedy Exclusive
    
    
    21Section 9.4
    
    Agreement to Pay Attorneys Fees and Expenses
    
    
    21Section 9.5
    
    No Additional Waiver Implied by One Waiver
    
    
    22ARTICLE XMISCELLANEOUSSection 10.1
    
    Term of Agreement
    
    
    22Section 10.2
    
    Amounts Remaining in Bond Fund
    
    
    22Section 10.3
    
    Notices
    
    
    22Section 10.4
    
    Binding Effect
    
    
    22Section 10.5
    
    Amendments, Changes and Modifications
    
    
    22Section 10.6
    
    Counterparts
    
    
    22Section 10.7
    
    Severability
    
    
    22Section 10.8
    
    Captions
    
    
    23Section 10.9
    
    Governing Law
    
    
    23Section 10.10
    
    Selection of Alternate Letter of Credit
    
    
    23Section 10.11
    
    Continuing Obligation
    
    
    23Section 10.12
    
    Limitation on Issuers Liability
    
    
    23Signature
    
    
    24Exhibit A Form of Promissory Note
    
    A-1Exhibit B Project
    
    B-1Exhibit C Project Site Description
    
    C-1
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W I T N E S S E T H
    ARTICLE I
  General.
 Definitions.
  1




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2




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Exhibit A
 3




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4




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Exhibit C
       No Constitutional Debt
   5




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ARTICLE II
 
 Amount and Terms of the Loan; the Note.
      6




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Additional Payments.
 (a)
    
    To the Issuer, the Issuers Fee and as reimbursement for any and all reasonable
costs, expenses and liabilities paid by the Issuer in satisfaction of any obligations
of the Borrower hereunder not performed in accordance with the terms hereof by the
Borrower, provided, however, that the Issuer shall be under no obligation to pay any
expenses, costs or liabilities of the Borrower.(b)
    
    To the Issuer, as reimbursement for or prepayment of reasonable expenses paid
or to be paid by the Issuer and requested by the Borrower, or required by this
Agreement, or the Indenture or incurred in enforcing the provisions of this Agreement
or the Indenture, or incurred in defending any action or proceedings with respect to
the Project, this Agreement, or the Indenture, or incurred for any other action to be
taken by the Issuer pursuant to this Agreement, the Indenture or any other document or
agreement related to the issuance or sale of the Bonds, or arising out of or based upon
any other document
 7




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related to the issuance of
the Bonds which are not otherwise required to be paid by the Borrower under this
Agreement.(c)
    
    To the Trustee, the customary fees and reasonable charges and expenses of the
Trustee as trustee, bond registrar and paying agent, and of any other paying agent on
the Bonds under the Indenture, all as provided in the Indenture, as and when the same
become due.(d)
    
    To the Remarketing Agent, the reasonable fees and expenses of the Remarketing
Agent for services rendered in connection with the Project Bonds, including its fees
for remarketing Project Bonds.(e)
    
    The Borrower will pay, as the same become due: (i) all taxes and governmental
charges of any kind whatsoever that may at any time be lawfully assessed or levied
against or with respect to the Project or any machinery, equipment, furnishings or
other property installed by the Borrower thereon including, without limiting the
generality of the foregoing, ad valorem taxes or payments in lieu of such taxes
lawfully assessed against the Project; (ii) all utility and other charges incurred in
the operation, maintenance, use, occupancy and upkeep of the Project; and (iii) all
assessments and charges lawfully made by any governmental body for public improvements
that may be secured by a lien on the Project; provided, that with respect to special
assessments or other governmental charges that may lawfully be paid in installments
over a period of years, the Borrower shall be obligated to pay only such installments
as are required to be paid while payments of principal or interest are outstanding with
respect to the Note.
  Notes.
 (a)
    
    Provide for payments of interest equal to the payments of interest on the
corresponding Bonds;(b)
    
    require payments and/or prepayments of principal and any premium equal to the
payments of principal and any premium on the corresponding Bonds;
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(c)
    
    require all payments on such Notes to be made on or prior to the due dates for
the corresponding payments to be made on the corresponding Bonds;(d)
    
    contain optional and mandatory prepayment provisions and provisions in respect
of the optional and mandatory acceleration or prepayment of principal and any premium
corresponding with the redemption provisions of the corresponding Bonds; and(e)
    
    be on a parity with all other Notes theretofore or thereafter executed and
delivered by the Borrower pursuant to this Agreement as the same may be amended or
supplemented in connection with issuance of any Bonds, except with respect to draws
under the Letter of Credit.
  Assignment of Payments and Note.
 Obligations Unconditional.
 9




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Prepayment of Loan and Additional Payments; Moneys for Optional
Redemption.
  Past Due Loan Payments and Additional Payments.
 Redemption of Bonds.
 Adjustment of Loan Payments in the Event of Redemption or Cancellation of
Project Bonds.
 Assignment of Agreement and Revenues.
 Payments to Remarketing Agent.
  10




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Letter of Credit and Confirming Letter of Credit; Alternate Letter of Credit
and Alternate Confirming Letter of Credit.
    ARTICLE III
 
 Agreement to Acquire, Construct and Equip the Project.
  11




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Completion Date.
 Agreement as to Ownership of Project.
 Use of Project.
 Additional Bonds.
 12




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ARTICLE IV
 
 Issuance of Bonds; Deposit of Bond Proceeds.
 Disbursements from the Project Fund.
       13




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Obligation of the Parties to Cooperate in Furnishing Documents.
 Borrower Required to Pay Costs in Event Project Fund Insufficient.
 Investment of Fund Moneys.
 14




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Excess Proceeds.
 ARTICLE V
 
 Maintenance.
  Removal of Portions of the Project.
 Option to Release Portion of Project.
 Insurance Required.
 15




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Workers Compensation Coverage.
 Mechanics Liens.
 Damage, Destruction and Eminent Domain.
 ARTICLE VI
  Representations by the Issuer.
   16




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Representations of the Borrower.
      17




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Financial Statements.
 Borrowers Approval of Indenture.
 Right of Access.
 Indemnification.
 18




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Borrower Not to Adversely Affect Tax Exempt Status of Interest on
Project Bonds.
 19




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ARTICLE VII
  Assignment by Borrower.
      Assignment by the Issuer.
 ARTICLE VIII
  Option to Terminate.
 20




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Option to Prepay Loan.
      Obligation to Prepay Loan.
   21




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Notice of Prepayment.
 Prepayment Price.
    Relative Position of this Article and Indenture.
 Concurrent Discharge of Note.
 22




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ARTICLE IX
  Events of Default.
       23




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Remedies on Default.
        24




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No Remedy Exclusive.
 Agreement to Pay Attorneys Fees and Expenses.
 No Additional Waiver Implied by One Waiver.
 ARTICLE X
  Term of Agreement.
 Amounts Remaining in Bond Fund.
 25




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Notices.
 Binding Effect.
 Amendments, Changes and Modifications.
 Counterparts.
 Severability.
 Captions.
 Governing Law.
 Selection of Alternate Letter of Credit.
 26




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Continuing Obligation. provided
 Limitation on Issuers Liability.
 27




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MITCHELL COUNTY DEVELOPMENT
AUTHORITYBy:
    /s/ Charles RooksCharles RooksActing Chairman 28




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FIRST UNITED ETHANOL, LLC,
a Georgia limited liability companyBy:
    /s/ Murray CampbellMurray CampbellChairman of the Board 29




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PROMISSORY NOTE
 $29,000,000
    
    November 30, 2006Pelham, Georgia
      A-1




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A-2




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FIRST UNITED ETHANOL, LLC,
a Georgia limited liability companyBy:Murray CampbellChief Executive Officer/Chairman of the Board A-3




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MITCHELL COUNTY DEVELOPMENT AUTHORITYBy:Charles RooksActing Chairman A-4




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FIRST UNITED ETHANOL, LLC
a Georgia limited liability companyBy:Murray CampbellChief Executive Officer/Chairman of the Board A-5




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A-6




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A-7




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Project




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Project Site




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CERTIFICATE OF COMPLETION
 th th
 Attention:
    
    Doreen K. Rowe
Corporate Trust Department
 Re:
    
    $29,000,000 Mitchell County Development Authority Variable Rate Demand Solid
Waste Disposal Revenue Bonds (First United Ethanol, LLC Project), Series 2006
   1.
    
    he/she has read Article III of the Agreement and the definitions therein
relating thereto;2.
    
    acquisition, construction and equipping of the Project have been substantially
completed and all labor, services, materials and supplies used in such acquisition,
construction and equipping have been paid for;3.
    
    all other facilities necessary in connection with the Project have been
acquired, constructed and equipped and all costs and expenses incurred in connection
therewith have been paid;4.
    
    all acquisition, construction and equipping of the Project and facilities
necessary thereto have been accomplished in such a manner as to conform with all
applicable zoning, planning, building, environmental and other similar regulations of
all governmental authorities having jurisdiction, and have been accomplished to the
satisfaction of the Borrower so as to permit efficient operation for the Project
Purposes,5.
    
    the date by which the foregoing three events have occurred is
______; and6.
    
    notwithstanding the foregoing, this certificate is given without prejudice to
any rights against third parties which exist or may subsequently arise.




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FIRST UNITED ETHANOL, LLC
a Georgia limited liability companyBy:(Name)(Title)