SOUTHWEST GEORGIA FARM CREDIT, ACA REVOLVING CREDIT NOTE

Exhibit 10.33

SOUTHWEST GEORGIA FARM CREDIT, ACA
REVOLVING CREDIT NOTE

     FOR VALUE RECEIVED, FIRST UNITED ETHANOL, LLC (the "Borrower"), a limited liability company organized and existing under the laws of the State of Georgia, hereby promise to pay to the order of SOUTHWEST GEORGIA FARM CREDIT, ACA, an agricultural credit association for itself and as agent/nominee (the " Lender "), at its offices at 411 West Broughton Street, Bainbridge, Georgia 39818, or such other place as Lender shall designate in writing from time to time, the principal sum of ELEVEN MILLION and NO/100 DOLLARS ($11,000,000) (the " Loan "), or so much thereof as shall be advanced pursuant to the Credit Facility Agreement of even date herewith between Borrower and Lender (the " Credit Facility Agreement "), in United States Dollars, together with interest thereon as hereinafter provided. The Credit Facility Agreement is hereby incorporated herein by reference. This is the Revolving Credit Note referred to in the Credit Facility Agreement. All capitalized terms used herein but not otherwise defined shall have the meanings as defined in the Credit Facility Agreement. All advances from the Lender to Borrower hereunder may be repaid and readvanced and shall be made in accordance with and pursuant to the terms of the Credit Facility Agreement. The loan evidenced by this Note shall be for commercial purposes to support working capital needs in connection with Borrower’s business operations.

1. INTEREST .

     1.1 Interest Rates . Pursuant to a Borrowing Notice, the Borrower shall have the option of having interest calculated on the amount outstanding on the Revolving Credit Facility at the Base Rate or LIBOR Rate pursuant to Section 2.6 of the Credit Facility Agreement. Notwithstanding anything herein to the contrary, upon the occurrence of a Default or an Event of Default (under the terms of the Credit Facility Agreement), interest shall accrue from the date of such Default or Event of Default, as the case may be, at the Default Rate, without the taking of any action or the giving of any notice by the Lender until such Default or Event of Default has been cured to the satisfaction of Lender.

     1.2 Initial Rate . The Base Rate, as defined in the Credit Facility Agreement, shall initially be in effect from the Closing Date until a conversion to LIBOR occurs pursuant to the terms of Section 1.3 below.

     1.3 Conversions. Provided that no Default or Event of Default shall have occurred and be continuing and subject to the limitations set forth below, the Borrower may on five (5) Business Days’ notice on or before 11:00 A.M. Eastern time, convert the method of calculating interest from the Base Rate to LIBOR, or from LIBOR to a Base Rate but only at the expiration of the applicable Interest Period for such LIBOR Loans. Notice of any such conversions shall be communicated in writing to the Lender by a Borrowing Notice.

     1.4 Interest Payments . (a) The Borrower shall pay interest to the Lender on the outstanding and unpaid principal amount of the funds advanced by the Lender for the period

commencing on the date of any such advance until the Loans shall be paid as and when due. In addition, upon the occurrence of an Event of Default under Section 7.1 (a) or (b) of the Credit Facility Agreement, interest shall accrue on the outstanding principal amount of the Loans at the Default Rate until all amounts of principal and interest due is paid in full. (b) Interest on the outstanding principal balance of the Loans shall be calculated on the basis of a year of 365 days for the actual number of days elapsed. Any change in the Base Rate or LIBOR Rate shall be effective as of the Business Day such change is announced by the Lender. (c) Interest on the outstanding principal balance of the Loans shall be paid on the first Business Day of each calendar month during each year, commencing on the first such date to occur after the date of the first borrowing hereunder. (d) With respect to the Revolving Credit Facility, the Borrower may borrow, repay and reborrow hereunder, on any Business Day when the Base Rate is in effect and on a LIBOR Business Day when the LIBOR Rate is in effect for the Loans. Advances may be obtained from the date hereof until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date.

2. PRINCIPAL . The Loans shall be interest only until November 30, 2007, subject to extensions as provided in the Credit Facility Agreement (the "Revolving Credit Termination Date"), at which time all outstanding principal and interest shall be due, unless earlier accelerated. The Borrower hereby agrees to pay the loans when due pursuant to the terms of this Note and the Credit Facility Agreement. Such obligations are and shall be absolute as to the Borrower without notice, claim, defense or setoff. All funds advanced under the Revolving Credit Facility, together with any unpaid interest, shall become due and payable in full on the Revolving Credit Termination Date.

3. TENDER OF PAYMENT . Each payment of principal (including any prepayment) and each payment of interest shall be made to the Lender at the Principal Office of the Lender, in Dollars and in immediately available funds before 2:00 P.M. Eastern time on the date such payment is due. The Lender may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower with the Lender.

4. NON-CONFORMING PAYMENTS . The Lender shall deem any payment by or on behalf of the Borrower hereunder or under Sections 2.3 and 2.4 of the Credit Facility Agreement that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 P.M. Eastern time to be a non- conforming payment. Any such payment shall not be deemed to be received by the Lender until the time such funds become available funds. The Lender shall give prompt telephonic notice to the Borrower if any payment is non-conforming. For the first thirty (30) days after payment is due, interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds at the then applicable standard rate of interest.

5. PREPAYMENT . The Borrower shall have the right to repay the amounts outstanding under the Revolving Credit Facility at any time in whole or in part plus, in the case of prepayment of a LIBOR Loan, the Lender’s direct costs associated with the breakage of any LIBOR contracts resulting from such prepayment. Notwithstanding the above, however, Borrower shall be obligated to pay any fees owed under Section 2.8 of the Credit Facility Agreement, if any, outstanding at the time of said prepayment.

2

6. SECURITY FOR THE NOTE . This Note is executed and delivered in accordance with a commercial transaction described in the Credit Facility Agreement. As security for all Obligations, the Borrower has granted the Lender a continuing first priority lien and security interest in, pledge of and right of set-off against the Collateral as set forth in the Credit Facility Agreement and the Security Agreement.

7. DEFAULT RATE . At the time of an occurrence of a Default or an Event of Default hereunder or as described in Section 7.1 (a) and (b) of the Credit Facility Agreement, interest shall accrue on the outstanding principal amount of the Loans at the Default Rate until all amounts of principal and interest due is paid in full. The Default Rate means an annual interest rate equal to the Base Rate in effect at the time of the occurrence of the Event of Default plus an additional 2%.

8. INDEMNIFICATION.

     8.1 Borrower hereby indemnifies and agrees to defend and hold harmless Lender, its officers, employees and agents, from and against any and all losses, damages, or liabilities and from any suits, claims or demands, including reasonable attorneys’ fees incurred in investigating or defending such claim, suffered by any of them and caused by, arising out of, or in any way connected with the Credit Facility Agreement, the Security Agreement or this Note (collectively the "Loan Documents") or the transactions contemplated therein (unless determined by a final judgment of a court of competent jurisdiction to have been caused solely by the gross negligence or willful misconduct of any of the indemnified parties).

     8.2 In case any action shall be brought against Lender, its officers, employees or agents, in respect to which indemnity may be sought against Borrower, Lender or such other party shall promptly notify Borrower and Borrower shall assume the defense thereof, including the employment of counsel selected by Borrower and satisfactory to Lender, the payment of all costs and expenses and the right to negotiate and consent to settlement. Lender shall have the right, at its sole option, to employ separate counsel in any such action and to participate in the defense thereof, all at Borrower’s sole cost and expense. Borrower shall not be liable for any settlement of any such action effected without its consent (unless Borrower fails to defend such claim), but if settled with Borrower’s consent, or if there be a final judgment for the claimant in any such action, Borrower agrees to indemnify and hold harmless Lender from and against any loss or liability by reason of such settlement or judgment.

9. EVENTS OF DEFAULT . An Event of Default shall exist if any of the following shall occur:

     (i) Payment of Principal . If the Borrower fails to pay any principal of the Loans when due (except as permitted in Section 7.1(b) of the Credit Facility Agreement); or

     (ii) Payment of Interest and Fees . If the Borrower defaults in the payment of any interest upon any of the Loans or any fees hereunder or under the Credit Facility Agreement when due (except that the Lender will give the Borrower at least one Business Day’s notice if it fails to receive any interest payment or fee payment when due (other

3

than at maturity for which no notice is required) and provided the Lender shall not be obligated to deliver such notice on more than two occasions in any twelve-month period; or

     (iii) Default under Reimbursement Documents . The occurrence of any Event of Default under the Credit Facility Agreement, the Reimbursement Agreement or any of the Reimbursement Documents, the Bonds or any of the Bond Documents (as defined in the Reimbursement Agreement).

     (iv) Payment of Other Obligations . If the Borrower defaults in the payment of principal of, by acceleratio