exv4w2



 






Exhibit 4.2




FIRST UNITED ETHANOL, LLC




SUBSCRIPTION AGREEMENT




Limited Liability Company Membership Units




$1,000 per Unit




Minimum Investment of 20 Units ($20,000)

5 Unit Increments Thereafter ($5,000)



The undersigned subscriber, desiring to become a member of First United Ethanol, LLC (“FUEL”), a
Georgia limited liability company, with its principal place of business 2 West Broad Street,
Camilla, Georgia 31730 hereby subscribes for the purchase of the membership interests of FUEL, and
agrees to pay the related purchase price, identified below.



A.     SUBSCRIBER INFORMATION. Please print your individual or entity name and address. Joint
subscribers should provide their respective names. Your name and address will be recorded exactly
as printed below. Please provide your home, business and/or mobile telephone number. If desired,
please also provide your email address.




	 	 	 	 	 
	1.

	 	Subscriber’s Printed Name	 	 
	 

	 	 	 	 
	2.

	 	Title, if applicable	 	 
	 

	 	 	 	 
	3.

	 	Subscriber’s Address	 	 
	 

	 	Street	 	 
	 

	 	 	 	 
	 

	 	City, State, Zip Code	 	 
	 

	 	 	 	 
	4.

	 	Email Address (optional)	 	 
	 

	 	 	 	 
	5.

	 	Home Telephone Number	 	 
	 

	 	 	 	 
	6.

	 	Business Telephone Number	 	 
	 

	 	 	 	 
	7.

	 	Mobile Telephone Number	 	 
	 

	 	 	 	 




B.     NUMBER OF UNITS PURCHASED. You must purchase at least 20 units. Your ownership interest
may not exceed 40% of all our outstanding membership units.




	 	 	 	 	 
	 

	 	 

	 	 





C.     PURCHASE PRICE. Indicate the dollar amount of your investment (minimum investment is
$20,000).




	 	 	 	 	 	 	 	 	 
	1. Total Purchase Price

	 	=
	 	2. 1st Installment
	 	+
	 	3. 2nd Installment
	($1,000 Per Unit multiplied by the

	 	 	 	(10% of the Total Purchase
	 	 	 	(90% of the Total Purchase
	number in box B above.)

	 	 	 	Price)
	 	 	 	Price)
	 


	 	=
	 	 

	 	+
	 	 






D.     GENERAL INSTRUCTIONS FOR SUBSCRIBERS:



You should read the Prospectus dated [DATE] (the “Prospectus”) in its entirety including exhibits
for a complete explanation of an investment in FUEL. To subscribe, you must:



INSTRUCTIONS IF YOU ARE SUBSCRIBING PRIOR TO THE COMPANY’S RELEASE OF FUNDS FROM ESCROW:
If you are subscribing prior to the Company’s release of funds from escrow, you must follow Steps 1
through 5 below:




1









 









     1.          Complete all information required in this Subscription Agreement, and date and sign the
Subscription Agreement on page 6 and the Member Signature Page to our Amended and Restated
Operating Agreement attached to this Subscription Agreement as Exhibit A.



     2.          Immediately provide your personal (or business) check for the first installment of ten
percent (10%) of your investment amount made payable to___, escrow agent for FUEL. You will
determine this amount in box C.2 on page 1 of this Subscription Agreement.



     3.          Execute the Promissory Note and Security Agreement on page 7 of this Subscription Agreement
evidencing your commitment to pay the remaining ninety percent (90%) due for the Units that is
attached to this Subscription Agreement and grant FUEL, LLC a security interest in your Units.



     4.          Deliver each of the original executed documents referenced in Items 1 and 3 of these
Instructions, together with your personal or business check described in Item 2 of these
Instructions to the following:


First United Ethanol, LLC

2 West Broad Street

Camilla, Georgia 31730



     5.          Upon written notice from FUEL stating that its sales of Units have exceeded the Minimum
Offering amount of $28,400,000 you must, within twenty (20) days remit an additional personal (or
business) check for the second installment of ninety percent (90%) of your investment amount made
payable to___ escrow agent for FUEL in satisfaction of the Promissory Note and Security Agreement.
You will determine this amount in box C.3 on page 1 of this Subscription Agreement. You must
deliver this check to the same address set forth above in Instruction 4 within twenty (20) days of
the date of FUEL’s written notice. If you fail to pay the second installment pursuant to the
Promissory Note and Security Agreement, FUEL shall be entitled to retain your first installment and
to seek other damages, as provided in the Promissory Note and Security Agreement. This means that
if you are unable to pay the 90% balance of your investment amount within 20 days of our notice,
you may have to forfeit the 10% cash deposit.



     Your funds will be placed in FUEL’s escrow account at___. The funds will be released to FUEL or
returned to you in accordance with the escrow arrangements described in the Prospectus. FUEL may,
in its sole discretion, reject or accept any part or all of your subscription. If FUEL rejects
your subscription, your Subscription Agreement and investment will be promptly returned to you,
plus nominal interest, minus escrow fees. FUEL may not consider the acceptance or rejection of
your subscription until a future date near the end of this offering.


INSTRUCTIONS IF YOU ARE SUBSCRIBING AFTER THE COMPANY’S RELEASE OF FUNDS FROM ESCROW: If
you are subscribing after the Company’s release of funds from escrow, you must follow Steps 1
through 3 below:




     1.          Complete all information required in this Subscription Agreement, and date and sign the
Subscription Agreement on page 6 and the Member Signature Page to our
Amended and Restated Operating Agreement attached
to this Subscription Agreement as Exhibit A.



     2.          Immediately provide your personal (or business) check for the entire amount of your
investment (as determined in Box C.1 on page 1) made payable to “First United Ethanol, LLC.”



     3.          Deliver the original executed documents referenced in Item 1 of these Instructions,
together with your personal or business check described in Item 2 of these Instructions to the
following:


First United Ethanol, LLC

2 West Broad Street

Camilla, Georgia 31730



     If you are subscribing after we have released funds from escrow and we accept your investment,
your funds will be immediately at-risk as described in the Prospectus. FUEL may, in its sole
discretion, reject or accept any part or all of your subscription. If FUEL rejects your
subscription, your Subscription Agreement and investment will be returned to you promptly, plus
nominal interest, minus escrow fees. FUEL may not consider the acceptance or rejection of your
subscription until a future date near the end of this offering.



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You may direct your questions to one of our directors listed below or to FUEL: at (229) 522-2822.




	 	 	 	 	 
	NAME	 	POSITION	 	PHONE NUMBER
	Murray Campbell

	 	Chairman and Director
	 	229-336-6560
	John B. Johnson

	 	Director
	 	229-336-5783
	Bryant Campbell

	 	Director
	 	229-336-6255
	Thomas H. Dollar, II

	 	Director
	 	229-248-2750
	Michael W. Harrell

	 	Director
	 	229-246-1553
	Miley Adams

	 	Director
	 	229-328-7700
	J.
Harris Morgan

	 	Director
	 	229-336-7758





E.          Additional Subscriber Information. The subscriber, named above, certifies the following under
penalties of perjury:





	 	1.	 	Form of Ownership. Check the appropriate box (one only) to indicate form of
ownership. If the subscriber is a Custodian, Corporation, Partnership or Trust, please
provide the additional information requested.






	 	o	 	Individual
	 
	 	o	 	Joint Tenants with Right of Survivorship (Both signatures must appear on Page 6.)
	 
	 	o	 	Corporation, Limited Liability Company or Partnership
(Corporate Resolutions, Operating Agreement or Partnership Agreement must be
enclosed.)
	 
	 	o	 	Trust





	 	 	 	 	 
	 

	 	Trustee’s Name:	 	 
	 

	 	 	 	 
	 

	 	Trust Date:	 	 
	 

	 	 	 	 






	 	o	 	Other: Provide detailed information in the space immediately below.
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 







	 	2.	 	Subscriber’s Taxpayer Information. Check the appropriate box if you are a
non-resident alien, a U.S. Citizen residing outside the United States or subject to
backup withholding. Trusts should provide their taxpayer identification number.
Custodians should provide the minor’s Social Security Number. All individual
subscribers should provide their Social Security Number. Other entities should provide
their taxpayer identification number.






	 	o	 	Check box if you are a non-resident alien
	 
	 	o	 	Check box if you are a U.S. citizen residing outside of the United States
	 
	 	o	 	Check this box if you are subject to backup withholding





	 	 	 	 	 
	 

	 	Subscriber’s Social Security No.	 	 
	 

	 	 	 	 
	 

	 	Joint Subscriber’s Social Security No.	 	 
	 

	 	 	 	 
	 

	 	Taxpayer Identification No.	 	 
	 

	 	 	 	 






	 	3.	 	Member Report Address. If you would like duplicate copies of member reports
sent to an address that is different than the address identified in section A, please
complete this section.





	 	 	 	 	 
	 

	 	Address:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 










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	 	4.	 	State of Residence.





	 	 	 	 	 
	 

	 	State of Principal Residence:	 	 
	 

	 	 	 	 
	 

	 	State where driver’s license is issued:	 	 
	 

	 	 	 	 
	 

	 	State where resident income taxes are filed:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	State(s) in which you have maintained your principal residence during the past three years:






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 a.	 
	 	 b.	 
	 	 c.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 






	 	5.	 	Suitability Standards. You cannot invest in FUEL unless you meet one of the
following suitability tests (a or b) set forth below. Please review the suitability
tests and check the box next to the following suitability test that you meet. For
husbands and wives purchasing jointly, the tests below will be applied on a joint
basis.





	 	 	 	 	 	 	 
	 

	 	a.
	 	o	 	I (We) have annual income from whatever source of
at least $45,000 and a net worth of at least $45,000, exclusive of
home, furnishings and automobiles; or
	 
	 	 	 	 	 	 
	 

	 	b.
	 	o	 	I (We) have a net worth of at least $100,000,
exclusive of home, furnishings and automobiles.







	 	6.	 	Subscriber’s Representations and Warranties. You must read and certify your
representations and warranties by placing your initials where indicated and by signing
and dating this Subscription Agreement. Joint subscribers are also required to initial
and sign as indicated.





	 	 	 	 	 
	(Initial here)	 	By signing below the subscriber represents and warrants to FUEL that he, she or it:
	                    

	 	a.
	 	has received a copy of FUEL’s Prospectus dated [DATE] and the
exhibits thereto;
	                    

	 	b.
	 	has been informed that the Units of FUEL are offered and sold
in reliance upon a federal securities registration; Alabama, Florida and
Georgia; and exemptions from securities registrations in various other states,
and understands that the Units to be issued pursuant to this subscription
agreement can only be sold to a person meeting requirements of suitability;
	                    

	 	c.
	 	has been informed that the securities purchased pursuant to
this Subscription Agreement have not been registered under the securities laws
of any state other than the Alabama, Florida and Georgia and that FUEL is
relying in part upon the representations of the undersigned Subscriber
contained herein;
	                    

	 	d.
	 	has been informed that the securities subscribed for have not
been approved or disapproved by the Alabama, Florida and Georgia Securities
Departments or any other regulatory authority, nor has any regulatory authority
passed upon the accuracy or adequacy of the Prospectus;
	                    

	 	e.
	 	intends to acquire the Units for his/her/its own account
without a view to public distribution or resale and that he/she/it has no
contract, undertaking, agreement or arrangement to sell or otherwise transfer
or dispose of any Units or any portion thereof to any other person;
	                    

	 	f.
	 	understands that there is no present market for FUEL’s
membership units, that the membership units will not trade on an exchange or
automatic quotation system, that no such market is expected to develop in the
future and that there are significant restrictions on the transferability of
the membership units;
	                    

	 	g.
	 	has been encouraged to rely upon the advice of his legal
counsel and accountants or other financial advisers with respect to the tax and
other considerations relating to the purchase of units;
	                    

	 	h.
	 	has received a copy of the FUEL’s Amended and Restated
Operating Agreement, dated____, 2005, and understands that upon closing the escrow
by FUEL, the subscriber and the membership units will be bound by the
provisions of the Amended and Restated Operating Agreement which contains,
among other things, provisions that restrict the transfer of membership units;
	                    

	 	i.
	 	understands that the Units are subject to substantial
restrictions on transfer under state securities laws along with restrictions in
the FUEL’s Amended and Restated Operating Agreement and agrees that if the
membership units or any part thereof are sold or distributed






4









 






	 	 	 	 	 
	 

	 	 	 	in the future, the subscriber shall sell or distribute them pursuant to the
terms of the Amended and Restated Operating Agreement, and the requirements of
the Securities Act of 1933, as amended, and applicable state securities laws;
	                    

	 	j.
	 	meets the suitability test marked in Item 5 above and is
capable of bearing the economic risk of this investment, including the possible
total loss of the investment;
	                    

	 	k.
	 	understands that FUEL will place a restrictive legend on any
certificate representing any unit containing substantially the following
language as the same may be amended by the Directors of FUEL in their sole
discretion:






THE UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED
UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH IS
RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED,
NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE
RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY
PURPOSES, UNLESS (i) A REGISTRATION UNDER THE SECURITIES ACT OF 1933
(as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT AND
SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES
LAWS, ESTABLISHED TO THE SATISFACTION OF COUSNESL TO THE COMPANY.



ADDITIONALLY, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD,
ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT
AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE
OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL
OFFICE OF THE COMPANY.



	 	 	 	 	 
	                    

	 	l.
	 	understands that, to enforce the above legend, FUEL may place a
stop transfer order with its registrar and stock transfer agent (if any)
covering all certificates representing any of the membership units;
	                    

	 	m.
	 	has examined the information presented in the prospectus and
exhibits and is competent to evaluate and establish that the investment is
consistent with the subscriber’s risk tolerance and investment goals such that
the subscriber can bear the economic risk of the purchase of Units including
the total loss of the undersigned’s investment;
	                    

	 	n.
	 	may not transfer or assign this subscription agreement, or any
of the subscriber’s interest herein;
	                    

	 	o.
	 	has written his, her, or its correct taxpayer identification
number under Item E2 on this subscription agreement;
	                    

	 	p.
	 	is not subject to back up withholding either because he, she or
it has not been notified by the Internal Revenue Service (“IRS”) that he, she
or it is subject to backup withholding as a result of a failure to report all
interest or dividends, or the IRS has notified him, her or it that he is no
longer subject to backup withholding (Note this clause (p) should be crossed
out if the backup withholding box in Item E2 is checked);
	                    

	 	q.
	 	understands that execution of the attached Promissory Note and
Security Agreement will allow FUEL or its assigns to pursue the obligor for
payment of the amount due thereon by any legal means, including, but not
limited to, acquisition of a judgment against the obligor in the event that the
subscriber defaults on that Promissory Note and Security Agreement; and
	                    

	 	r.
	 	acknowledges that FUEL may retain possession of certificates
representing subscriber’s Units to perfect its security interest in those
Units.






5









 






Signature of Subscriber/ Joint Subscriber:




	 	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 
	Individuals:

	 	Entities:
	 
	 	 
	 

	 	 
	     Name of Individual Subscriber (Please Print)

	 	Name of Entity (Please Print)
	 
	 	 
	 

	 	 
	     Signature of Individual

	 	Print Name and Title of Officer
	 
	 	 
	 

	 	 
	     Name of Joint Individual Subscriber (Please Print)

	 	Signature of Officer
	 
	 	 
	 


	 	 
	     Signature of Joint Individual Subscriber
	 	 






	 	 	 	 	 
	ACCEPTANCE OF SUBSCRIPTION BY FIRST UNITED ETHANOL, LLC:
	 
	 	 	 	 
	First United Ethanol, LLC hereby accepts the subscription for the above Units.
	 
	 	 	 	 
	Dated this                      day of                                         , 200       .
	 
	 	 	 	 
	FIRST UNITED ETHANOL, LLC
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Its:
	 	 	 	 
	 

	 	 	 	 






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PROMISSORY NOTE AND SECURITY AGREEMENT



Date of
Subscription Agreement:                                         , 200___.




$1,000 per Unit




	 	 	 
	 

	 	Minimum Investment of 20 Units ($20,000), 5 Unit Increments Thereafter ($5,000)
	 
	 	 
	 

	 	Number of Units subscribed
	 


	 	 
	 

	 	Total Purchase Price ($1,000 per Unit multiplied by number of Units subscribed)
	 


	 	 
	(          )

	 	Less Initial Payment (10% of Principal Amount)
	 


	 	 
	 

	 	Principal Balance
	 


	 	 





FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order of First United Ethanol,
LLC, a Georgia limited liability company (“FUEL”), at its principal office located 2 West Broad
Street, Camilla, Georgia 31730, or at such other place as required by FUEL, the Principal Balance
set forth above in one lump sum to be paid without interest within 20 days following the call of
the FUEL’s Board of Directors, as described in the Subscription Agreement. In the event the
undersigned fails to timely make any payment owed, the entire balance of any amounts due under this
full recourse Promissory Note and Security Agreement shall be immediately due and payable in full
with interest at the rate of______ per annum from the due date and any amounts previously
paid in relation to the obligation evidenced by this Promissory Note and Security Agreement may be
forfeited at the discretion of FUEL.



The undersigned agrees to pay to FUEL on demand, all costs and expenses incurred to collect any
indebtedness evidenced by this Promissory Note and Security Agreement, including, without
limitation, reasonable attorneys’ fees. This Promissory Note and Security Agreement may not be
modified orally and shall in all respects be governed by, construed, and enforced in accordance
with the laws of the State of Georgia.



The provisions of this Promissory Note and Security Agreement shall inure to the benefit of FUEL
and its successors and assigns, which expressly reserves the right to pursue the undersigned for
payment of the amount due thereon by any legal means in the event that the undersigned defaults on
obligations provided in this Promissory Note and Security Agreement.



The undersigned waives presentment, demand for payment, notice of dishonor, notice of protest, and
all other notices or demands in connection with the delivery, acceptance, performance or default of
this Promissory Note and Security Agreement.



The undersigned grants to FUEL, and its successors and assigns (“Secured Party”), a purchase money
security interest in all of the undersigned’s Membership Units of FUEL now owned or hereafter
acquired. This security interest is granted as non-exclusive collateral to secure payment and
performance on the obligation owed Secured Party from the undersigned evidenced by this Promissory
Note and Security Agreement. The undersigned further authorizes Secured Party to retain possession
of certificates representing such Membership Units and to take any other actions necessary to
perfect the security interest granted herein.



Dated:
                    ,
200    .




									
	OBLIGOR/DEBTOR:	 	 	 	JOINT OBLIGOR/DEBTOR:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	Printed or Typed Name of Joint Obligor	 	 	 	Printed or Typed Name of Obligor
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	(Signature)
	 	 	 	 	 	(Signature)
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Officer Title if Obligor is an Entity	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Address of Obligor	 	 	 	 	 	 







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EXHIBIT “A”




MEMBER SIGNATURE PAGE




ADDENDA

TO THE

AMENDEND AND RESTATED

OPERATING AGREEMENT OF

FIRST UNITED ETHANOL, LLC




     The undersigned does hereby represent and warrant that the undersigned, as a condition to
becoming a Member in First United Ethanol, LLC, has received a copy of the Amended and Restated
Operating Agreement, dated December 14, 2005, and, if applicable, all amendments and modifications thereto,
and does hereby agree that the undersigned, along with the other parties to the Amended and
Restated Operating Agreement, shall be subject to and comply with all terms and conditions of said
Amended and Restated Operating Agreement in all respects as if the undersigned had executed said
Amended and Restated Operating Agreement on the original date thereof and that the undersigned is
and shall be bound by all of the provisions of said Amended and Restated Operating Agreement from
and after the date of execution hereof.



	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Individuals:	 	 	 	Entities:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	     Name of Individual Member (Please Print)	 	 	 	     Name of Entity (Please Print)
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	     Signature of Individual	 	 	 	     Print Name and Title of Officer
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	     Name of Joint Individual Member (Please Print)	 	 	 	     Signature of Officer
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	     Signature of Joint Individual Member	 	 	 	 	 	 






	 	 	 	 	 
	Agreed and accepted on behalf of the

Company and its Members:	 	 
	 
	 	 	 	 
	FIRST UNITED ETHANOL, LLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Its:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 







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