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Exhibit 10.32




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Background
      1




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Purchase, Sale and Closing
     Issuers Representations and Warranties
  2




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Borrowers Representations and Warranties
        3




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Covenants of the Issuer
    Covenants of the Borrower
     4




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Indemnification
  5




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6




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Conditions of the Underwriters Obligations
    (i)
    
    Opinions, dated the Closing Date, of counsel to the Borrower to the
effect set forth in Appendix A hereto; of Bond Counsel, to the effect set forth
in Appendix B hereto; of counsel to the Letter of Credit Bank to the effect set
forth in Appendix C hereto; of counsel to each Confirming Bank to the effect
set forth in Appendix D hereto; and of counsel to the Issuer substantially in
the form set forth in Appendix E hereto.(ii)
    
    A certificate, dated the Closing Date, signed by an official of
the Issuer in the form attached hereto as Appendix F.(iii)
    
    A certificate, dated the Closing Date, signed by the Borrower
reasonably satisfactory to the Underwriter, to the effect that (A) each of the
representations and warranties of the Borrower set forth in Section 4 hereof
and in the
 7




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Agreement is true, accurate and complete in all material respects on
the Closing Date as if made on and as of the Closing Date; and (B) each of the
agreements of the Borrower to be complied with and each of the obligations of
the Borrower to be performed hereunder and under the Agreement on or prior to
the Closing Date has been complied with and performed in all material respects.(iv)
    
    Certificates, dated the Closing Date, signed by a duly
authorized officer of the Letter of Credit Bank and each Confirming Bank
reasonably satisfactory to the Underwriter, to the effect that each of the
agreements of the Letter of Credit Bank and each Confirming Bank, respectively,
to be complied with and each of the obligations of the Letter of Credit Bank
and each Confirming Bank to be performed under the Reimbursement Agreement and
under the Letter of Credit or any Confirming Letter of Credit, as the case may
be, on or prior to the Closing Date has been complied with and performed.(v)
    
    Such additional certificates (including appropriate no
litigation certificates), opinions, instruments or other documents as the
Underwriter may reasonably request to evidence the truth, accuracy and
completeness as of the Closing Date, of the representations and warranties of
the Issuer and the Borrower contained herein and the due performance and
satisfaction by the Issuer, the Borrower, the Letter of Credit Bank and each
Confirming Bank at or prior to such time of all agreements then to be performed
and all conditions then to be satisfied by each of them, as appropriate, in
connection with this Bond Purchase Agreement, the Indenture, the Agreement, the
Note, the Reimbursement Agreement and, in the case of the Letter of Credit Bank
and each Confirming Bank, the Letter of Credit and any Confirming Letter of
Credit, respectively.(vi)
    
    On the Closing Date, the purchase price for the Bonds in the
full principal amount thereof, plus accrued interest, if any, by wire transfer
or other immediately available funds from the purchaser or purchasers of the
Bonds.
    8




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No Pecuniary Liability of Issuer
  9




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Survival of Representations, Warranties, Covenants, Agreements and
Indemnities
  Payment of Expenses
  Parties in Interest
 A @
 Notices
  (a)
    
    As to the Issuer:
    
    Mitchell County Development Authority186 East Broad StreetCamilla, Georgia 31730Attention: Executive DirectorFax: (229) 336-2063(b)
    
    As to the Borrower:
    
    First United Ethanol, LLC2 West Broad StreetCamilla, Georgia 31730Attention: Mr. Murray CampbellFax: (229) 522-2824
 10




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(c)
    
    As to the Underwriter:
    
    W.R. Taylor & Company, LLC4740 Woodmere BoulevardMontgomery, Alabama 36106Attention: Mr. Robbins TaylorFax: (334) 395-6200
 Severability
  Applicable Law
  Counterparts
  11




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MITCHELL COUNTY DEVELOPMENT AUTHORITYBy:
    
    /s/ Charles RooksCharles RooksActing Chairman
 12




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FIRST UNITED ETHANOL, LLC,
a Georgia limited liability companyBy:
    
    /s/ Murray CampbellMurray CampbellChairman of the Board
 13




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W.R. TAYLOR & COMPANY, LLCBy:
    
    /s/
Robbins TaylorRobbins TaylorPresident
 14




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Appendix
    
    ItemA
    
    Opinion of Counsel to BorrowerB
    
    Opinion of Bond CounselC
    
    Opinion of Counsel to Letter of Credit BankD
    
    Opinion of Counsel to Confirming BankE
    
    Opinion of Issuers CounselF
    
    Form of Certificate of Issuer




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Re:
    
    $53,500,000 Mitchell County Development Authority Variable Rate Demand Taxable
Economic Development Revenue Bonds (First United Ethanol, LLC Project), Series 2006
   A-1




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A-2




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Very truly yours,[___]
 A-3




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Re:
    
    $53,500,000 Mitchell County Development Authority Variable Rate Demand Taxable
Economic Development Revenue Bonds (First United Ethanol, LLC Project), Series 2006
   (i)
    
    the Indenture;(ii)
    
    the Loan Agreement, dated as of October 1, 2006 (the Agreement), between the
Issuer and the Borrower;(iii)
    
    the Promissory Note, dated the date hereof (the Note), of the Borrower to
the order of the Issuer and assigned without recourse to the Trustee;(iv)
    
    the Bond Purchase Agreement relating to the Bonds (the Bond Purchase
Agreement) among the Issuer, the Borrower and W.R. Taylor & Company, LLC (the
Underwriter); and(v)
    
    the Remarketing Agreement dated as of October 1, 2006 (the Remarketing
Agreement) between the Borrower and the Remarketing Agent.
  B-1




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1.
    
    The Issuer is a public instrumentality and agency of the State of Georgia
validly organized and existing under the Constitution and the laws of the State of
Georgia with full power, authority and legal right to loan the proceeds of the Bonds to
the Borrower as contemplated by the Agreement, to execute, deliver and perform its
obligations under the Indenture and the Agreement, and to borrow under and issue, sell
and perform its obligations under the Bonds.2.
    
    The Agreement, the Indenture, and the Bond Purchase Agreement have been duly
authorized, executed and delivered by the Issuer and, assuming due authorization,
execution and delivery thereof by the other parties thereto, constitute valid, binding
and enforceable obligations of the Issuer. The borrowing under and issuance and sale
of, and performance of obligations under, the Bonds have been duly authorized by the
Issuer; the Bonds have been duly executed and delivered by the Issuer; the Bonds are
the legal, valid and binding limited obligations of the Issuer, payable in accordance
with their terms solely from moneys drawn under the Letter of Credit, Confirming Letter
of Credit or any Alternate Letter of Credit or Alternate Confirming Letter of Credit
(each as defined in the Indenture) and the proceeds of the Agreement; and the Bonds do
not constitute or create in any manner a debt, liability or obligation of the State of
Georgia or any political subdivision or agency thereof and do not directly or
contingently obligate the State of Georgia or any political subdivision or agency
thereof to levy or to pledge any form of taxation whatsoever therefor.3.
    
    We have also examined the Securities Act of 1933, as amended (the 1933 Act),
the Trust Indenture Act of 1939, as amended (the 1939 Act), and the rules and
regulations of the Securities and Exchange Commission presently issued thereunder,
together with certain no-action letters of the staff of the Commission, and from this
examination we are of the opinion that the Bonds are exempt securities under the 1933
Act and the 1939 Act, and that the Bonds may therefore be sold without the necessity of
registration under the 1933 Act and without qualification of the Indenture under the
1939 Act.4.
    
    We have also examined the applicable provisions of the Georgia Statutes and the
rules and regulations presently issued thereunder and from this examination we are of
the opinion that the Bonds need not be registered or qualified under such provisions,
rules and regulations.
 B-2




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Very truly yours,KASSON & ASSOCIATES, LLC
 B-3




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Re:
    
    $53,500,000 Mitchell County Development Authority Variable Rate Demand Taxable
Economic Development Revenue Bonds (First United Ethanol, LLC Project), Series 2006
       C-1




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Very truly yours,NEXSEN PRUET, LLC
 C-2




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Mitchell County Development Authority
    
    W.R. Taylor & Company, LLCCamilla, Georgia
    
    Montgomery, AlabamaFirst United Ethanol, LLC
    
    Wells Fargo Bank, National Association, asCamilla, Georgia
    
    TrusteePortland, OregonSouthwest Georgia Farm Credit, ACABainbridge, Georgia
 Re:
    
    $53,500,000 Mitchell County Development Authority Variable Rate Demand Taxable
Economic Development Revenue Bonds (First United Ethanol, LLC Project), Series 2006
       D-1




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Sincerely,[NAME][TITLE]
 D-2




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Mitchell County Development Authority
    
    W.R. Taylor & Company, LLCCamilla, Georgia
    
    Montgomery, AlabamaFirst United Ethanol, LLC
    
    Wells Fargo Bank, National Association, asCamilla, Georgia
    
    TrusteePortland, OregonKasson & Associates, LLCCincinnati, Ohio
 Re:
    
    $53,500,000 Mitchell County Development Authority Variable Rate Demand Taxable
Economic Development Revenue Bonds (First United Ethanol, LLC Project), Series 2006
(the Bonds)
        E-1




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[ISSUER COUNSEL FIRM]
 E-2




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th
 Execution of Bonds
 Delivery of the Bonds and Request to Trustee to Authenticate and Deliver the Bonds and
to Deposit Funds
 Documents
    Performance of Obligations
 Board Proceedings
 F-1




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Authority
 No Violations
 Litigation
 Document Authorization
 Approvals
 F-2




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No Default
 Representations and Warranties
  MITCHELL COUNTY DEVELOPMENT
AUTHORITYBy:Charles RooksActing Chairman
 F-3