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City
    
    State
 TO: Southwest Georgia Farm Credit, ACA

        411 West Broughton Street

        Bainbridge, Georgia 39818

        Attention:
 At sitePAY TO:
    
    Wells Fargo Bank, N.A., as Trustee

(BENEFICIARYS NAME)
 
 Wells Fargo Bank, N.A.,
Corporate Trust Agents
11th Floor
MAC P6101-114
Portland, Oregon 97201Attention:ABA No:Account No:,As Trustee
 By:(Authorized Officer)




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Exhibit 10.21
 IRREVOCABLE CONFIRMATION NO. SE446849W
 $29,000,000
Mitchell County Development Authority
Variable Rate Demand Solid Waste Disposal
Revenue Bonds, Series 2006
(First United Ethanol, LLC Project)
 Date of Issue:
    
    November 30, 2006Stated Expiration Date:
    
    November 30, 2007To:
    
    Wells Fargo Bank, National AssociationCorporate Trust Department1300 SW Fifth Avenue,
11thFloorMAC P6101-114Portland, OR 97201
   (1)
    
    an amount not exceeding fifty three million five hundred thousand dollars
($29,000,000) may be drawn upon for payment of the unpaid principal amount of the Bonds
(the Principal Portion); and(2)
    
    an amount not exceeding Eight Hundred Sixty-Six Thousand Twenty-Seven Dollars
and Forty Cents ($866,027.40) may be drawn upon for the payment of up to one hundred
and nine days (109) days accrued interest on the Bonds at the maximum interest rate of
ten percent (10%) calculated on the basis of the actual number of days elapsed over a
year of 365 or 366 days, as applicable (the Interest Portion),




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Exhibit A Exhibit B,
     -2-




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Exhibit D
   th
 Exhibit C
  -3-




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This Irrevocable Confirmation will become operative on November 30, 2006. Any claims or
drawings presented before November 30, 2006 will not be accepted.
 Sincerely,WACHOVIA BANK, NATIONAL ASSOCIATIONBy:
    
    /s/ Brian PerrymanName:
    
    Brian BerrymanTitle:
    
    Banking Officer
 -4-




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EXHIBIT A
 
 
 
 , as TrusteeBy:Name:Title:




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EXHIBIT B
 CERTIFICATE
 
 Re:
    
    Wachovia Bank, National Association

Irrevocable Confirmation No. SE446849W
 
  1.
    
    All terms defined in the Confirmation are used in this certificate with the
same meanings.2.
    
    The Trustee has duly presented a compliant drawing to LOC Bank for payment
pursuant to its Letter of Credit and such drawing was not honored (we further certify
that we have not received any notice/communication from the LOC Bank that our drawing
was non-conforming) or the LOC Bank has repudiated the Letter of Credit. We attach
herewith a copy of our original draw certificate and draft drawn on and presented (or
which would have been presented except for the repudiation of the Letter of Credit) to
the LOC Bank on the respective due date.3.
    
    The total amount being requested hereunder is $, being equal to the
sum of (a) $ constituting the current Principal Portion and (b) $
constituting the current Interest Portion.4.
    
    Please wire funds as follows:
.
 , as TrusteeBy:Name:Title:




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EXHIBIT C
 INSTRUCTION TO TRANSFER
 
     Date:
    
    
    
    
    
    , as TrusteeBy:Name:Title:




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EXHIBIT D
 OF CONFIRMATION COMMITMENT
 
 RE:
    
    Wachovia Bank, National Association Irrevocable Confirmation No. SE446849W
  
 1.
    
    The Trustee is the Trustee under the Indenture for the holders of the Bonds.2.
    
    The Confirmation is entitled to a reduction in the Stated Amount as a
result of a permanent reduction of the Stated Amount under and as defined in the
letter of credit. the Stated Amount shall be reduced, effective as of , as follows:
 A.
    
    The Principal Portion shall be reduced to $.B.
    
    The Interest Portion shall be reduced to $.
 3.
    
    The undersigned officer or signer and representative is duly authorized to
sign this certificate on behalf of the Trustee.4.
    
    Capitalized terms used herein and not defined shall have their respective
meanings as set forth in the Confirmation.




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TRUSTEE:
    
    
    
    
    
    , as TrusteeBy:Name:Title: