EXHIBIT 4.3


ESCROW AGREEMENT


THIS ESCROW AGREEMENT, dated
effective as of August 2, 2007, (this “Agreement”), is entered into by and
between Tennessee Valley Agri-Energy, LLC,
a Delaware limited liability company (the “Company”), and First Farmers & Merchants Bank, located
in Columbia, Tennessee (the “Escrow Agent”).


RECITALS


A.                                   The Company is
raising equity capital to construct and operate an ethanol production plant near
Cherokee, Alabama or at such other location as may be determined by the
Company.


B.                                     The Company is
offering up to an aggregate of 40,000,000 Capital Units (“Units”), at a
purchase price of $2.00 per Unit, to investors pursuant an offering registered
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended (the “Offering”).


C.                                     Each investor
who subscribes to purchase Units (a “Subscriber”) will execute a Subscription
Agreement, a Promissory Note and a signature page to the Company’s Limited
Liability Company Agreement, and will supply a check or other funds as part or
all of the purchase price for the Units (the foregoing documents and funds, a “Subscription”).  The terms of the Offering provide that
Subscriptions will be held in escrow until certain conditions for release from
escrow are satisfied and the Subscriptions and Offering proceeds are released
to the Company or until such Subscriptions are required to be returned to
Subscribers.


D.                                    The minimum
investment by each Subscriber in the Offering is $20,000 (10,000 Units), with a
payment equal to at least ten percent (10%) of the total purchase price due at
the time the Subscription is made (an “Initial Payment”) and with payment for
the remaining balance of the total purchase price due upon 30 days written
notice from the Company pursuant to the terms of a promissory note (a “Promissory
Note”) to be executed and delivered as part of each Subscriber’s
Subscription.  Initial Payments and
payments received on Promissory Notes are herein referred to as “Payments.”


E.                                      The Company and
the Escrow Agent desire to enter into an agreement with respect to said escrow
of Subscriptions in an escrow account to be established with the Escrow Agent
(the “Escrow Account”) in accordance with the terms and conditions of this
Agreement.


NOW THEREFORE, in consideration of the premises and
covenants set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
for themselves, their successors and assigns, hereby agree as follows:


1.                                      Definitions.  The following
terms shall have the following meanings when used herein:













“Escrow Funds” shall mean the funds deposited with the Escrow
Agent pursuant to this Agreement, together with any interest and other income
thereon.


“Escrow Closing Date” shall mean                                  ,
              [one year and nine months following the effective date
of the registration statement filed with the Securities and Exchange
Commission], unless prior to such date, the Company provides written
notice to the Escrow Agent of the extension of the Escrow Closing Date in
accordance with applicable federal and state laws, in which case the Escrow
Closing Date shall mean the extended date established by such extension.


“Final Offering Closing Date” shall mean                            ,
              [one year following the effective date of the
registration statement filed with the Securities and Exchange Commission],
unless prior to such date, the Company provides written notice to the Escrow
Agent of the extension of the Final Offering Closing Date in accordance with
applicable federal and state laws, in which case the Final Offering Closing
Date shall mean the extended date established by such extension.


“Notice of Escrow Closing” shall mean a written certificate
that is signed on behalf of the Company by a duly authorized officer thereof
stating that the following conditions to the release of Subscriptions and
Escrow Funds from escrow have been satisfied:


(i)                                     The Company has received,
approved and deposited or caused to be deposited in escrow Subscriptions and
cash Payments on such Subscriptions (including the cash amount of Initial
Payments and cash payments on Promissory Notes) in the amount of $30,000,000 or
more, exclusive of interest;


(ii)                                  The Company has received written commitments from
lending sources to provide senior and subordinated debt which, combined with
the offering proceeds and funds received or receivable from the Company’s
previous equity offering, grants and other resources, the Board of Managers of the
Company determines would be sufficient to construct the Company’s ethanol plant
and commence start-up operations with a reasonable amount of working capital; and


(iii)                             The Company has executed a definitive
engineering, procurement and construction (“EPC”) agreement with a construction contractor to plan, design, engineer
and construct the Company’s proposed plant.


“Payment Instrument” shall mean a check, money order,
promissory note, or similar instrument received by the Company as a Payment for
the Units subscribed for by any Subscriber in the Offering.


“Subscription Accounting” shall mean an accounting prepared
by the Company of all Subscriptions for Units received by the Company as of the
date of such accounting for which Payment(s) has been deposited into the Escrow
Account, indicating for each Subscription (i) the Subscriber’s name, address
and federal taxpayer identification number, (ii) the amount of the 



 2
 









Payment(s) received for the
subscribed Units, (iii) the date of deposit by the Company of the Payment
Instrument relating thereto and notations of any nonpayment of the Payment
Instrument submitted with any such Subscription, and (iv) any rejection of any
such Subscription in whole or in part by the Company, or any other termination,
for whatever reason, of any such Subscription.


2.                                      Appointment of and Acceptance by
Escrow Agent.  The Company hereby appoints the Escrow Agent
to serve as escrow agent hereunder, and the Escrow Agent hereby accepts such
appointment and agrees to act as Escrow Agent in accordance with the terms of
this Agreement.


3.                                      Deposits into Escrow.


a.                                       Delivery of Subscriptions.  All
Subscriptions received by the Company or its agents prior to the termination of
this Agreement shall, as soon as practicable after such receipt, be forwarded
to the Escrow Agent for deposit into the Escrow Account.  All Payment Instruments shall be delivered to
the Escrow Agent within five (5) business days from the date of the receipt
thereof, endorsed (if appropriate) to the Escrow Agent, together with a list of
the applicable Subscribers, showing, with respect to each such Subscriber, the
Subscriber’s name and address, subscription date, amount of subscription and
amount paid.  From time to time and upon
request by the Escrow Agent, the Company shall provide a Subscription
Accounting to the Escrow Agent.


ALL ESCROW FUNDS SHALL
REMAIN THE PROPERTY OF THE SUBSCRIBERS ACCORDING TO THEIR RESPECTIVE INTERESTS,
SHALL NOT BE OR BECOME THE PROPERTY OR ASSETS OF THE COMPANY, AND SHALL NOT BE
SUBJECT TO ANY LIEN OR CHARGE BY THE ESCROW AGENT, ANY LIEN OR CLAIM BY THE
COMPANY OR BY JUDGMENT OR CREDITORS CLAIMS AGAINST THE COMPANY, UNTIL RELEASED
TO THE COMPANY IN ACCORDANCE WITH SECTION 4 HEREOF. OTHER THAN IN THE ESCROW
AGENT’S NORMAL COURSE OF BUSINESS IN FACILITATING THE COLLECTION AND INVESTMENT
OF ESCROW FUNDS, IN NO EVENT SHALL ANY OF THE ESCROW FUNDS BE COMMINGLED WITH
DEPOSIT ACCOUNTS OF THE ESCROW AGENT OR OTHERWISE TREATED AS A DEPOSIT ACCOUNT
OF THE ESCROW AGENT OR REFLECTED ON THE FINANCIAL STATEMENTS OF THE ESCROW
AGENT.  THE ESCROW AGENT SHALL KEEP
ADEQUATE RECORDS TO IDENTIFY THE OWNERSHIP OF THE ESCROW FUNDS.


b.                                      Availability of Funds. 
Notwithstanding anything to the contrary contained in this Agreement,
the Company understands and agrees that all Payment Instruments received by the
Escrow Agent hereunder are subject to collection requirements of presentment
and final payment, and that the funds represented thereby cannot be drawn upon
or disbursed until such time as final payment in collected funds has been made
and is no longer subject to dishonor. 
Upon receipt, the Escrow Agent shall process each Payment Instrument it
receives for collection, and the proceeds thereof shall be held as part of the
Escrow Funds and disbursed in accordance with Sections 4 and 5 hereof.  If, upon presentment for payment, any Payment
Instrument is dishonored, the Escrow Agent shall notify the Company of such
dishonor and return such Payment Instrument to the Company to take whatever
action it deems necessary.  The Escrow 



 3
 









Agent shall have no duty or
responsibility to establish whether any Payment Instrument is valid and
enforceable or represents collectible funds and shall have no duty or
responsibility to take any action for the collection (other than deposit for
payment) or enforcement of any Payment Instrument.


4.                                      Release of Subscriptions and
Escrow Funds to the Company.


a.                                       Escrow
Closing.  Promptly upon receipt of the
following documents from or at the direction of the Company, the Escrow Agent
shall release the Subscriptions and Escrow Funds to the Company.


1.                                       A Notice of
Escrow Closing in the form attached hereto as Exhibit
A; and


2.                                       Subscription
Accounting as of the date of the Notice of Escrow Closing.


Escrow Funds shall be remitted to the Company by wire transfer or such
other means as may be requested by the Company.


The Escrow Agent shall have no duty or
responsibility to review or seek to determine the truth, accuracy or
sufficiency of documents contemplated or referred to in the Notice of Escrow
Closing.  The Escrow Agent shall have no
duty to review any Subscription Accounting, it being the understanding and
agreement of the parties hereto that the Escrow Agent shall release the
Subscriptions and disburse the Escrow Funds upon receipt of documents the
Escrow Agent believes, without any duty of further inquiry, to conform to the
requirements set forth in this Section 4(a).


b.                                      Issuance
and Registration of Units. 
Until the terms of this Agreement have been met and the Subscriptions
have been released and Escrow Funds have been disbursed to the Company, the
Company shall not issue any Units to Subscribers or register any Units in the
names of any Subscribers, or issue any certificates or other evidences of ownership
of Units, and Subscribers shall have no ownership interest in any Units until
the Units are so issued and registered.


5.                                      Return of Subscriptions and
Escrow Funds to Subscribers.


a.                                       Failure to Obtain Minimum
Offering Proceeds.  If, by the date that is five (5) business
days after the Final Offering Closing Date, the Escrow Agent is not in receipt
of Subscriptions, including Payments and Promissory Notes, but exclusive of interest,
which total $30,000,000 or more, then the Escrow Agent shall (i) notify the
Company in writing that the minimum Subscriptions required for the Offering
have not been received, (ii) as soon as practicable but no later than thirty
(30) days following the Final Offering Closing Date, return the Subscriptions
and Escrow Funds then held by the Escrow Agent directly to the Subscribers by certified
mail, including a check in the amount of the Payments received in respect of
such Subscriptions and on deposit in the Escrow Account, together with interest
earned on the amount of such Payments and without deduction except as stated in
Sections 7 and 13 of and Exhibit B 



 4
 









to this Agreement (interest
earned will be calculated at the end of the month of account termination and
may be disbursed through a separate payment following calculation) and (iii)
notify the Company in writing of such return.


b.                                      Failure to Reach Escrow
Closing.  If, by the date that is five (5) business
days after the Escrow Closing Date, the Escrow Agent is not in receipt of the
documents described in Section 4(a), then the Escrow Agent shall (i) notify the
Company in writing that the conditions set forth in Section 4(a) have not been
satisfied, (ii) as soon as practicable but no later than thirty (30) days
following the Escrow Closing Date, return the Subscriptions and Escrow Funds
then held by the Escrow Agent directly to the Subscribers by certified mail,
including a check in the amount of the Payments received in respect of such
Subscriptions and on deposit in the Escrow Account, together with interest
earned on the amount of such Payments and without deduction except as stated in
Sections 7 and 13 of and Exhibit B to this Agreement (interest earned will be
calculated at the end of the month of account termination and may be disbursed
through a separate payment following calculation) and (iii) notify the Company
in writing of such return.


c.                                       Rejection of Any
Subscription.  As soon as practicable but no later than
thirty (30) days after receipt by the Escrow Agent of written notice from the
Company that the Company intends to reject a Subscriber’s Subscription in whole
or in part, the Escrow Agent shall return directly to the applicable
Subscriber, by certified mail, the Subscriber’s Subscription, including funds
equal to the Payment(s) made by or on behalf of such Subscriber, together with
interest earned on the amount of such Payments and without deduction except as
stated in Section Sections 7 and 13 of and Exhibit B to this Agreement
(interest earned will be calculated at the end of the month of account
termination and may be disbursed through a separate payment following calculation).


d.                                      Abandonment of Offering;
Insolvency or Bankruptcy.  As soon as practicable but no later than
thirty (30) days after receipt by the Escrow Agent of (i) written notice from
the Company that it is abandoning the Offering, together with a copy of a
resolution of the Company’s Board of Managers so abandoning the Offering, duly
attested to by the Secretary of the Company, or (ii) written notice from the
Company of the Company’s insolvency or bankruptcy, or the institution of
bankruptcy, reorganization, insolvency, or liquidation proceedings by or
against the Company and, if against the Company, such proceedings have
continued without termination for at least one hundred twenty (120) days; the
Escrow Agent shall return directly to the Subscribers by certified mail the
Subscribers’ Subscriptions, including funds equal to the Payments made by or on
behalf of each such Subscriber, together with interest earned on the amount of
such Payments and without deduction except as stated in Sections 7 and 13 of and
Exhibit B to this Agreement (interest earned will be calculated at the end of
the month of account termination and may be disbursed through a separate
payment following calculation).


e.                                       Accounting.  In
connection with a return of funds to Subscribers pursuant to this Section 5,
the Company shall provide the Escrow Agent with a Subscription Accounting.  Under no circumstances may a Subscriber
receive less than the principal amount of all Payments made by the Subscriber
in connection with a return of funds to Subscribers pursuant to this Section 5.



 5
 









6.                                      Suspension of Performance or
Disbursement Into Court.  If, at any time, there shall exist any
dispute between the Company, the Escrow Agent, any Subscriber or any other
person with respect to the holding or disposition of any portion of any
Subscription or Escrow Funds or any other obligations of the Escrow Agent
hereunder, or if at any time the Escrow Agent is unable to determine, to the
Escrow Agent’s reasonable satisfaction, the proper disposition of any portion
of the Subscriptions or the Escrow Funds or the Escrow Agent’s proper actions
with respect to its obligations hereunder, or if the Company has not within 30
days of the furnishing by the Escrow Agent of a notice of resignation pursuant
to Section 9 hereof appointed a successor Escrow Agent to act hereunder, then
the Escrow Agent may, in its sole discretion, consult legal counsel selected by
it and take either or both of the following actions:


a.                                       Suspend the performance of any of its
obligations under this Agreement until such dispute or uncertainty shall be
resolved to the reasonable satisfaction of the Escrow Agent or until a
successor Escrow Agent shall have been appointed (as the case may be); provided, however, that the Escrow Agent
shall continue to hold the Subscriptions and to invest the Escrow Funds in
accordance with Section 7 hereof; and/or


b.                                      Petition (by
means of an interpleader action or any other appropriate method) any court of
competent jurisdiction of the state of Tennessee, for instructions with respect
to such dispute or uncertainty, and pay into such court all Subscriptions and
Escrow Funds for holding and disposition in accordance with the instructions of
such court, and the Escrow Agent shall thereupon be discharged from all further
duties under this Escrow Agreement.


The Escrow Agent shall have
no liability to the Company, any Subscriber or any other person with respect to
any such suspension of performance or disbursement into court, specifically
including any liability or claimed liability that may arise, or be alleged to
have arisen, out of or as a result of any delay in the disbursement of Escrow
Funds or any delay in or with respect to any other action required or requested
of the Escrow Agent, except in instances of the Escrow Agent’s bad faith, gross
negligence or willful misconduct.


7.                                      Investment of Funds.  The
Escrow Agent shall invest and reinvest the Escrow Funds as the Company shall
direct (subject to applicable minimum investment requirements) in writing; provided, however,
that no investment or reinvestment may be made except in the following:


a.                                       Direct obligations of the United States
of America or obligations the principal of and the interest on which are
unconditionally guaranteed by the United States of America;


b.                                      Federal Agency Securities which carry the
explicit or implied guarantee of the U.S. Government;


c.                                       Commerical paper rated A-1/P-1 or better;


d.                                      Savings accounts, certificates of deposit
or repurchase agreements of any bank, trust company or national banking association
(including the Escrow Agent and its affiliates); or



 6
 









e.                                       U.S. domiciled money market mutual funds
(money market funds investing exclusively in items a. through d. having a AAA
rating by Moody’s Investor Service of Standard and Poors Corporation.


Notwithstanding anything to the contrary herein, in no
event may Escrow Funds be held in any deposit account of the Escrow Agent in an
amount that exceeds $100,000, except as may be held pending clearing or
investment which will be accomplished in an expeditious manner.


If the Escrow Agent has not received written
instructions from the Company when an investment decision needs to be made, the
Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which
no written instructions have been received, in any of the investments described
in clause (a) or clause (c) as it deems appropriate.  Each of the foregoing investments shall be
made in the name of the Escrow Agent in its stated capacity hereunder.  No investment shall be made in any instrument
or security that has a maturity of greater than three (3) months or would
mature after the Escrow Closing Date, and any and all investments hereunder
shall be made in investments that are currently marketable or may be liquidated
within five (5) business days without penalty or charge with the exception of a
money market mutual fund as provided in this Section 7.  Notwithstanding anything to the contrary
contained herein, the Escrow Agent may, without notice to the Company, sell or
liquidate any of the foregoing investments at any time if the proceeds thereof
are required for any release of funds permitted or required hereunder.  The Escrow Agent shall have no liability for
any loss or diminution in the Escrow Account resulting from investments made in
accordance with the provisions of this Agreement.  The Escrow Agent shall have no duty by reason
of this Agreement to prepare or file any federal or state tax report or return
with respect to the Escrow Account or any income earned thereon, except that the
Escrow Agent may be required to prepare and issue IRS Forms 1099 to the
appropriate party(ies) in the event that an IRS Form 1099 filing requirement
arises with respect to interest or other income earned on the Escrow Funds.


Transaction costs associated with the investment of
the Escrow Funds, such as commissions, brokerage fees and the like, shall be
paid out of the Escrow Funds, but in no event shall such costs exceed the
amount of interest earned on the Escrow Funds.


8.                                      Inspection of Records.  The
Company may, at any time upon reasonable notice, inspect and copy the records
of the Escrow Agent, insofar as they relate to this Agreement, for the purpose
of determining compliance with and conformance to the provisions of this
Agreement and the Subscriptions.


9.                                      Resignation
and Removal of Escrow Agent.  The Escrow Agent may resign from the
performance of its duties hereunder at any time by giving thirty (30) days’
prior notice to the Company and upon providing an accounting of all
Subscriptions and Escrow Funds accepted, held and disbursed by the Escrow Agent
hereunder.  The Escrow Agent may be
removed, with or without cause, by the Company, at any time upon thirty (30)
days’ prior written notice to the Escrow Agent. 
Such resignation or removal shall take effect upon the appointment of a
successor Escrow Agent, as provided herein below, and upon receipt by the
Company and a successor Escrow Agent of an accounting of all Subscriptions and
Escrow Funds accepted, held 



 7
 









and disbursed by the Escrow Agent hereunder.  Upon any such notice of resignation or
removal, the Company shall appoint a successor Escrow Agent hereunder.  Upon the acceptance in writing of any
appointment as Escrow Agent hereunder by a successor Escrow Agent, and upon
receipt of the full accounting referred to above, such successor Escrow Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Escrow Agent, and the retiring Escrow
Agent shall be discharged from its duties and obligations under this Agreement,
but shall not be discharged from any liability hereunder for actions taken as
the Escrow Agent prior to such succession. 
Notwithstanding anything to the contrary herein provided, in the event the
Escrow Agent resigns as Escrow Agent hereunder and no successor Escrow Agent
has been designated and accepted appointment as successor Escrow Agent within
forty-five (45) days following the date of the Escrow Agent’s notice of
resignation, the Escrow Agent shall have the right to deposit all property held
pursuant to this Agreement into the registry of any court of competent
jurisdiction of the state of Tennessee and notify the parties hereto of such
deposit, and thereupon the Escrow Agent shall be discharged from all further
duties and responsibilities as Escrow Agent under this Agreement.  After any Escrow Agent’s resignation or
removal, the provisions of this Agreement shall continue to apply as to any
actions taken or omitted to be taken by it while it was Escrow Agent under this
Agreement.


10.                               Duty and Liability of Escrow Agent.  The sole duty of the Escrow Agent, other than
as herein specified, shall be to receive the Subscriptions and Escrow Funds and
hold them subject to release, in accordance herewith, and the Escrow Agent
shall be under no duty to determine whether the Company is complying with the
requirements of this Agreement or any applicable laws or regulations, including
but not limited to federal or state securities laws, in tendering to the Escrow
Agent said proceeds from the sale of the Units. The Escrow Agent may
conclusively rely upon and shall be protected in acting upon any statement,
certificate, notice, request, approval, consent, order or other document
believed by it to be genuine and to have been signed or presented by the proper
party or parties.  The Escrow Agent shall
have no duty or liability to verify any such statement, certificate, notice,
request, consent, order or other document, and its sole responsibility shall be
to act only as expressly set forth in this Agreement.  The Escrow Agent shall be under no obligation
to institute or defend any action, suit or proceeding in connection with this
Agreement unless first indemnified to its satisfaction.  The Escrow Agent may consult counsel with
respect to any question arising under this Agreement and the Escrow Agent shall
not be liable for any action taken or omitted in good faith upon advice of such
counsel. The Escrow Agent shall not be required to act upon or take notice of
any direction, demand, notice, communication or instructions provided to the
Escrow Agent by any Subscriber, but shall act upon and take notice solely of
notices, communications and instructions provided to the Escrow Agent by the
Company or as otherwise set forth in this Agreement.  The Escrow Agent shall have no implied duties
or obligations and shall not be charged with knowledge or notice of any fact or
circumstance not specifically set forth herein or in any notices given to it in
accordance with the notice provisions of this Agreement.  The Escrow Agent shall have no liability with
respect to the transfer or distribution of any funds effected by the Escrow
Agent pursuant to wiring or transfer instructions provided to the Escrow Agent
by any party to this Agreement.  The
Escrow Agent shall not be obligated to take any legal action or to commence any
proceedings in connection with the Escrow Account or this Agreement, or to
appear in, prosecute or defend in any such legal action or proceedings.  In performing its duties under this 



 8
 









Agreement, or upon the claimed failure to perform its duties, the
Escrow Agent shall have no liability except for the Escrow Agent’s bad faith,
willful misconduct or gross negligence. 
In no event shall the Escrow Agent be liable for incidental, indirect,
special, consequential or punitive damages.


11.                               Indemnification.  The
Company shall indemnify and hold harmless the Escrow Agent and each director,
officer, employee and agent of the Escrow Agent (collectively, the “Indemnified
Parties”) from and against any and all claims, demands, suits, actions or
proceedings (including any inquiry or investigation) arising directly or
indirectly from or in connection with the negotiation, preparation, execution,
performance or failure of performance of this Agreement or any transactions
contemplated herein, whether or not any such Indemnified Party is a party to
any such action, proceeding, suit or the target of any such inquiry or
investigation.  This indemnity and hold
harmless agreement shall include indemnity against all costs, expenses, damages
and liabilities, including reasonable attorneys’ fees, incurred by or asserted
against any of the Indemnified Parties in connection with any such claims,
demands, suits, actions or proceedings, except for any consequential damages
suffered by the Indemnified Parties as a result of any such claims, demands,
suits, actions or proceedings, which consequential damages are expressly
excluded from the foregoing indemnity. 
Provided, further, that the foregoing indemnity shall not apply to any
claims, demands, suits, actions or proceedings arising from the bad faith,
gross negligence or willful misconduct of any Indemnified Parties.  The provisions of this Section 11 shall
survive the termination of this Agreement, any release, return or distribution
of Subscriptions and Escrow Funds hereunder, and any resignation or removal of
the Escrow Agent.


12.                               Securities Law Matters.  The Escrow Agent shall have no duty or responsibility for determining
whether the Units or the offer and sale thereof conform to the requirements of
applicable Federal or state securities laws, including but not limited to the
Securities Act of 1933 and the Securities Exchange Act of 1934.  The Escrow Agent has not participated in the
preparation or review of any sales or offering material relating to the Units
described in this Agreement.  In addition
to any other indemnities provided for in this Agreement, the Company shall
indemnify and hold harmless the Escrow Agent and each of its officers,
directors, agents and employees from and against all claims, liabilities,
losses and damages (including attorneys’ fees) incurred by the Escrow Agent or
such persons and which directly or indirectly result from any violation or
alleged violation of Federal or state securities laws.  The name of the Escrow Agent or any similar
words shall not be used by the Company or reproduced in any prospectus or
offering, sales or similar material utilized by the Company or anyone acting on
the Company’s behalf in connection with the offering or sale of the Units,
other than to state that Subscriptions will be deposited in an escrow account
that it has established with the Escrow Agent and describing the terms and
conditions on which the Subscriptions will be held and released.  The Escrow Agent understands and agrees that
this Agreement shall be filed as an exhibit to the registration statement filed
with the Securities and Exchange Commission relating to the Offering and with
state securities authorities.  The Escrow
Agent shall cooperate with the Company with respect to any special requirements
of the Securities and Exchange Commission and state securities authorities
regarding this Agreement and the terms of escrow provided herein.  In connection therewith, the securities
authorities of any state in which the offering is made may, 



 9
 









at any time upon reasonable
notice, inspect and copy the records of the Escrow Agent, insofar as they
relate to this Agreement, for the purpose of determining compliance with the
securities laws and regulations of such state.


13.                               Fees and Expenses of Escrow Agent.  The
Escrow Agent shall be entitled to compensation as described in Exhibit B attached hereto, promptly paid by
the Company at such time or times as set forth therein, for the services
provided by Escrow Agent hereunder.  The
provisions of this Section 13 shall survive any termination of this Agreement
or the resignation or removal of the Escrow Agent.  The fees agreed upon for services rendered
hereunder are intended as full compensation for the Escrow Agent’s services as
contemplated by this Agreement; provided, however, that in the event the Escrow
Agent renders any material service not contemplated in this Agreement, or there
is any assignment of any interest in the subject matter of this Agreement, or
any material modification hereof, or if any material controversy arises
hereunder, or the Escrow Agent is made a party to any litigation pertaining to
this Agreement or the subject matter hereof, then the Escrow Agent shall be
reasonably compensated for such extraordinary services and reimbursed for all
costs and expenses, including reasonable attorney’s fees, occasioned by any
delay, controversy, litigation or event, and the same shall be recoverable from
the Company, but not from the Escrow Account.


14.                               Representations and Warranties.


a.                                     The Company makes the following
representations and warranties to the Escrow Agent, as of the date hereof:


1.                                       The Company is a limited liability company
duly organized, validly existing, and in good standing under the laws of the
state of Delaware and has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder;


2.                                       This Agreement has been duly approved by all
necessary action of the Company, has been executed by duly authorized persons
of the Company, and constitutes a valid and binding agreement of the Company,
enforceable in accordance with its terms;


3.                                       The execution, delivery, and performance by
the Company of this Agreement will not violate, conflict with, or cause a
default under the Company’s governing instruments, any applicable law or
regulation, any court order or administrative ruling or decree to which the
Company is a party or any of its property is subject, or any agreement,
contract, indenture or other binding arrangement to which the Company is a
party or any of its property is subject; and


4.                                       The Company hereby acknowledges that the
status of the Escrow Agent is that of agent only for the limited purposes set
forth herein, and hereby represents and covenants that no representations or
implications shall be made that the Escrow Agent has investigated the
desirability or advisability of an investment in the Units or has approved,
endorsed or passed upon the merits of the investments therein and that the 



 10
 









name of the Escrow Agent has not and shall not be used in any manner in
connection with the offer or sale of the Units other than to state that the
Escrow Agent has agreed to serve as agent for the limited purposes set forth
herein.


b.                                      The Escrow Agent represents and warrants to the
Company, as of the date hereof, that the Escrow Agent has all necessary powers
and authority to act as an escrow agent as set forth in this Agreement.


15.                               Consent to Jurisdiction and Venue.  In
the event that any party hereto commences a lawsuit or other proceeding
relating to or arising from this Agreement, the parties hereto agree that the
courts of the state of Tennessee shall have sole and exclusive jurisdiction and
shall be proper venue for any such lawsuit or judicial proceeding and the
parties hereto waive any objection to such venue.  The parties hereto consent to and agree to
submit to the jurisdiction of the courts specified herein and agree to accept
service or process to vest personal jurisdiction over them in any of these
courts.


16.                               Notice.  Any notice and other communications hereunder
shall be in writing and shall be deemed to have been validly served, given or
delivered five (5) days after deposit in the United States mail, by certified
or registered mail with return receipt requested and postage prepaid, at the
time of delivery when delivered personally, one (1) day after delivery to any
overnight courier, or when transmitted by facsimile transmission facilities,
and addressed to the party to be notified as follows, provided, however, that
the Escrow Agent shall not be deemed to have received any notice or
communication prior to its actual receipt thereof:


	
  If to the Company:

  
	
   

  
	
  Tennessee Valley
  Agri-Energy, LLC

  
	
  Attention:  Bartt McCormack

  
	
  540 Little Dry
  Creek Road

  
	
  Pulaski,
  Tennessee  38478

  
	
  (931) 424-0653

  
	
   

  
	
  If to the Escrow
  Agent:

  
	
   

  
	
  First Farmers
  & Merchants Bank

  
	
  Attention:  John Tomlinson

  
	
  P.O. Box 1148

  
	
  Columbia,
  Tennessee  38402

  
	
  (931) 380-8234

  



 


or to such other address as each party may designate for itself by like
notice.


17.                               Amendment or Waiver.  This
Agreement and any provision hereof may be amended, changed, waived, discharged,
superseded, cancelled or terminated only by a writing signed by the Company and
the Escrow Agent.  No delay or omission
by any party in exercising any right with 



 11
 









respect hereto shall operate
as a waiver.  A waiver on any one
occasion shall not be construed as a bar to, or wavier of, any right or remedy
on any future occasion.


18.                               Severability.  To
the extent any provision of this Agreement is prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.


19.                               Governing Law.  This
Agreement shall be construed and interpreted in accordance with the internal
laws of the state of Tennessee without giving effect to the conflict of laws
principles thereof.


20.                               Entire Agreement.  This
Agreement constitutes the entire agreement between the parties relating to the
acceptance, collection, holding, investment, release, return and disbursement
of the Subscriptions and Escrow Funds and sets forth in their entirety the
obligations and duties of the Escrow Agent with respect to the Subscriptions
and Escrow Funds.


21.                               Binding
Effect.  All of the terms of this
Agreement, as amended from time to time, shall be binding upon, inure to the
benefit of and be enforceable by the respective successors and assigns of the
Company and the Escrow Agent; provided, however, that neither this Agreement
nor any rights or obligations hereunder may be assigned by any party hereto
without the express written consent of each of the other party hereto.


22.                               Execution in Counterparts.  This
Agreement may be executed in any number of counterparts, which, when so
executed, shall constitute one and the same agreement.


23.                               Termination.  Upon
the first to occur of the release of all Subscriptions and disbursement of all
amounts in the Escrow Account pursuant to Section 4 or 5 hereof or deposit of
all Subscriptions and all amounts in the Escrow Account into court pursuant to
Section 6 hereof, this Agreement shall terminate and the Escrow Agent shall
have no further responsibilities whatsoever with respect to this Agreement or
the Subscriptions or the Escrow Funds, except that the Escrow Agent shall be
required to prepare and issue IRS Forms 1099 to the appropriate party(ies) in
the event that an IRS Form 1099 filing requirement arises with respect to
interest or other income earned on the Escrow Funds.


IN
WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed and effective as of
the date first above written.



 12
 









 


	
  

  	
  TENNESSEE VALLEY AGRI-ENERGY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /S/
  Bartt R. McCormack

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
    Bartt R. McCormack

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
         Chairman

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Federal Taxpayer I.D. number: 

  	
  83-0459427

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIRST FARMERS & MERCHANTS BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /S/
  Stephen K. Hughes

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
     Stephen K. Hughes

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
          Assistant
  Vice President and Trust Officer

  	
   

  
							



 



 13














EXHIBIT A


Form of Notice of Escrow Closing


(To be on Company letterhead)


(Date)


First
Farmers & Merchants Bank


Attention:  John Tomlinson


P.O. Box 1148


Columbia,
Tennessee  38402


Re: Tennessee Valley Agri-Energy, LLC - Notice of Escrow Closing


Dear Sir/Madam:


You are hereby notified that
the following conditions to release of Subscriptions and Escrow Funds being
held in the Escrow Account for Tennessee Valley Agri-Energy, LLC (the “Company”)
have been satisfied:


(i)            The
Company has received, approved and deposited or caused to be deposited in
escrow Subscriptions and cash Payments on such Subscriptions (including the
cash amount of Initial Payments and cash payments on Promissory Notes) in the
amount of $30,000,000 or more, exclusive of interest;


(ii)           The Company has received written
commitments from lending sources to provide senior and subordinated debt which,
combined with the offering proceeds and funds received or receivable from the
Company’s previous equity offering, grants and other resources, the Board of
Managers of the Company determines would be sufficient to construct the Company’s
ethanol plant and commence start-up operations with a reasonable amount of
working capital; and


(iii)          The Company has executed a definitive
engineering, procurement and construction (“EPC”) agreement with a construction contractor to plan, design, engineer
and construct the Company’s proposed plant.


IN
WITNESS WHEREOF, the undersigned hereby certifies he is duly
authorized to execute this notice on behalf of Tennessee Valley Agri-Energy,
LLC.


	
  

  	
  TENNESSEE
  VALLEY AGRI-ENERGY, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
					



 
















EXHIBIT B


Compensation of Escrow Agent


0.15% annual fee
based on month-end market value of the Escrow Funds, to be invoiced monthly and
paid by the Company within 10 days of receipt



 B-1