10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2016

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to _____

Commission file number 001-51764

LINCOLNWAY ENERGY, LLC

(Exact name of registrant as specified in its charter)

Iowa	20-1118105
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

59511 W. Lincoln Highway, Nevada, Iowa	50201
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (515) 232-1010

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Limited Liability Company Units

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes   ☐      No        ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.          Yes    ☐     No        ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.               Yes     ☑    No     ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      ☑      No          ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.           ☑

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☑	Smaller reporting company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).         Yes      ☐      No      ☑

The aggregate market value of the units held by non-affiliates of the registrant was $34,512,729  as of March 31, 2016. The units are not listed on an exchange or otherwise publicly traded.  The value of the units for this purpose has been based upon the $878 book value per-unit as of March 31, 2016.  In determining this value, the registrant has assumed that all of its directors and its president are affiliates, but this assumption shall not apply to or be conclusive for any other purpose.

The number of units outstanding as of November 30, 2016 was 42,049.

DOCUMENTS INCORPORATED BY REFERENCE:  Portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission with respect to the 2017 annual meeting of the members of the registrant are incorporated by reference into Item 11 of Part III of this Form 10-K.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (the “Amendment No. 1”) amends the Form 10-K filed by the Company for the fiscal year ended September 30, 2016, which was originally filed on December 12, 2016 (the “Original Filing”).  The purpose of this Amendment No. 1 is to (A) file Exhibits 3.2.2, 10.12, 10.13, and 10.14 which were inadvertently omitted from the Original Filing, (B) correct the fiscal year listed at the top of the Exhibit Index to refer to the fiscal year ended September 30, 2016 instead of September 30, 2015, and (C) revise Item 15(a)(3) of Part IV and the Exhibit Index accordingly.

Pursuant to the rules of the Securities Exchange Commission (the “SEC”), Item 15 of Part IV of the Original Filing has also been amended to contain the currently-dated certifications from our Chief Executive Officer and Director of Finance (Principal Financial Officer), as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The certifications of our Chief Executive Officer and Director of Finance (Principal Financial Officer) are attached to this Form 10-K/A as Exhibits 31.1(A) and 31.2(A), respectively.

Except as described in this explanatory note, no other information in the Original Filing is being modified, updated or amended by this Amendment No. 1.  This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, Part IV (Item 15(a)(3)), the Exhibit Index and the signature page and the exhibits identified in Part IV (Item 15(a)(3)).  This Amendment No. 1 speaks as of the filing date of the Original Filing and does not reflect events occurring after December 12, 2016, the filing date of the Original Filing, or modify or update those disclosures that may have been affected by subsequent events.   Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)(3) Exhibits.

The Exhibit Index attached to this report is incorporated by reference into this Item 15(a)(3).

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

January 4, 2017	/s/ Eric Hakmiller
	Eric Hakmiller, President and Chief Executive Officer
January 4, 2017	/s/ Kristine Strum
	Kristine Strum, Director of Finance

4

EXHIBIT INDEX

Exhibits Filed With Form 10-K

of Lincolnway Energy, LLC

For the Fiscal Year Ended September 30, 2016

			Incorporated by Reference
Exhibit		Filed Herewith		Period		Filing
Number	Exhibit Description		Form	Ending	Exhibit	Date
3.1	Restatement of the Certificate of Organization		10-K	9/30/2010	3.1	12/21/2010
3.2	Second Amended and Restated Operating Agreement and Unit Assignment Policy.		10-K	9/30/2010	3.2	12/21/2010
3.2.1	Amendment to Second Amended and Restated Operating Agreement		8-K		3.2.1	3/6/2013
3.2.2	Second Amendment to Second Amended and Restated Operating Agreement	Filed Herewith
10.1	Distiller’s Grain Marketing Agreement Between Lincolnway Energy, LLC and Hawkeye Gold, LLC		10-K	9/30/2007	10.7	12/21/2007
10.1.1	Amendment to Distiller’s Grains Marketing Agreement Between Lincolnway Energy, LLC and Hawkeye Gold, LLC		10-K	9/30/2012	10.7.1	12/21/2012
10.2	Industry Track Contract Between Lincolnway Energy, LLC and Union Pacific Railroad		10-Q	6/30/2006	10.13	8/14/2006
10.3	Master Loan Agreement and Amendment Among Farm Credit Services of America, FLCA; Farm Credit Services of America, PCA; and Lincolnway Energy, LLC		10-K	9/30/2012	10.16	12/21/2012
*10.4	Ethanol Marketing Agreement Between Lincolnway Energy, LLC and Eco-Energy, LLC		10-Q	12/30/2012	10.19	2/14/2013
*10.5	Coal Supply Agreement Between Lincolnway Energy, LLC and Williams Bulk Transfer, Inc.		10-Q	12/30/2012	10.20	2/14/2013
10.6	Main Extension and Gas Transportation Agreement Between Lincolnway Energy, LLC and Interstate Power and Light Company		10-Q	3/31/2013	10.21	5/15/2013
**10.7	Employment Agreement Between Lincolnway Energy, LLC and Eric Hakmiller		10-Q	3/31/2013	10.22	5/15/2013
10.8	Amendment to the Master Loan Agreement Among Farm Credit Services of America, FLCA, Farm Credit Services of America, PCA and Lincolnway Energy, LLC		10-Q	3/31/2013	10.23	5/15/2013
*10.9	Distiller’s Grain Off-Take Agreement Between Lincolnway Energy, LLC and Gavilon Ingredients, LLC		10-K/A	9/30/2013	10.27	4/23/2014
10.10	Amendment to the Master Loan Agreement Among Farm Credit Services of America, FLCA, Farm Credit Services of America, PCA and Lincolnway Energy, LLC		10-Q	6/30/2014	10.28	8/13/2014
10.11	Amendment to the Master Loan Agreement Among Farm Credit Services of America, FLCA, Farm Credit Services of America, PCA and Lincolnway Energy, LLC		10-Q	6/30/2016	10.1	8/12/2016

5

10.12	Revolving Term Loan Supplement Between Farm Credit Services of America, FLCA and Lincolnway Energy, LLC dated June 2, 2016	Filed Herewith
10.13	Revolving Credit Supplement (Letter of Credit) Between Farm Credit Services of America, PCA and Lincolnway Energy, LLC dated June 2, 2016	Filed Herewith
10.14	Revolving Credit Supplement Between Farm Credit Services of America, PCA and Lincolnway Energy, LLC dated June 2, 2016	Filed Herewith
*10.15	Ethanol Marketing Agreement Between Lincolnway Energy, LLC and Eco-Energy, LLC		8-K		10.1	12/9/2016
14	Code of Ethics		10-K	9/30/2009	14.0	12/22/2009
31.1	Rule 13a-14(a) Certification of President and Chief Executive Officer		10-K	9/30/2016	31.1	12/12/2016
31.1(A)	Rule 13a-14(a) Certification of President and Chief Executive Officer	Filed Herewith
31.2	Rule 13a-14(a) Certification of Chief Financial Officer		10-K	9/30/2016	31.2	12/12/2016
31.2(A)	Rule 13a-14(a) Certification of Chief Financial Officer	Filed Herewith
†32.1	Section 1350 Certification of President and Chief Executive Officer		10-K	9/30/2016	31.2	12/12/2016
†32.2	Section 1350 Certification of Chief Financial Officer		10-K	9/30/2016	31.2	12/12/2016
101	Interactive Data Files (furnished electronically herewith pursuant to Rule 405 of Regulation S-T)
*	Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Securities and Exchange Commission.
**	Management Contract or Compensatory Plan
†	This certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference.

6

EX-3.2.2

Exhibit 3.2.2

SECOND AMENDMENT

TO

SECOND AMENDED AND RESTATED OPERATING AGREEMENT

THIS SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT ("Amendment") is made and entered into by and among the Members of Lincolnway Energy, LLC (the "Company") effective as of the date set forth above the signature to this Amendment.

WHEREAS, the Members are parties to the Second Amended and Restated Operating Agreement of the Company dated November 10, 2010 as amended March 4, 2013 (the "Operating Agreement"). Any capitalized terms that are utilized in this Amendment but that are not defined in this Amendment shall have the meanings given to those terms in the Operating Agreement, including the terms "Members" and "Directors;" and

WHEREAS, the Members approved and adopted certain amendments to the Operating Agreement at the Annual Meeting of the Members held on March 3, 2016.

NOW, THEREFORE, in consideration of the recitals and the mutual agreements set forth in this Amendment and the Operating Agreement, the Members agree as follows:

1.         The first paragraph of Section 4.2 of the Operating Agreement is hereby replaced in its entirety with the following:

4.2          Number of and Election of Directors; Term of Office.  The number of Directors shall not be less than seven nor more than nine, with the exact number within such range to be determined and established from time to time by a majority vote of the Directors. In the event of an increase in the number of Directors, the Directors shall designate the class of the Directors to which such additional position shall be assigned, but with each class to be as newly equal in number as possible following such increase in the number of the Directors.  An individual elected by the Directors to fill an increase in the number of Directors shall continue to serve as a Director only until the next annual meeting of the Members at which time the Members shall elect an individual to such Director position, who shall serve for the remainder of the unexpired term of such Director position and until his or her successor shall have been elected or until his or her death or resignation or removal in accordance with, respectively, Section 4.8 or Section 4.9.

2.         The first sentence of Section 6.8 of the Operating Agreement is hereby replaced in its entirety with the following:

6.8          Manner of Acting.  Except only as provided in Section 11.1(a) and in the following paragraph in this Section, the vote of the Members holding at least a majority of the outstanding Units represented at a meeting at which a quorum of the Members is present shall be the act of the Members with respect to all votes, acts, matters, decisions, questions or other determinations whatsoever to be taken or made by the Members under the Certificate of Organization, this Agreement, the Iowa Act (including Sections 489.1003, 489.1007 and 489.1011 of the Iowa Act) or other applicable law, or otherwise, including with respect to the acts and matters specified in Section 4.16, any modification to the range of the number of Directors set forth in Section 4.2, the removal of a Director under Section 4.9, and the amendment or restatement of this Agreement or the Certificate of Organization.

3.         This Amendment may be executed by any one or more of the Directors on behalf of the Members pursuant to Section 13.3 of the Operating Agreement.

4.         This Amendment is an amendment to the Operating Agreement pursuant to Section 4.16(d) and Section 13.3 of the Operating Agreement. The Operating Agreement, as amended by this Amendment, continues in full force and effect.

IN WITNESS WHEREOF, this Amendment is made and entered into effective as of the 3^rd day of March, 2016.

MEMBERS
By:	/s/ Eric Hakmiller
	Eric Hakmiller, Director and as Attorney In Fact for the Members

EX-10.12

Exhibit 10.12

Loan No. R10218T02H

REVOLVING TERM LOAN SUPPLEMENT

THIS SUPPLEMENT to the Master Loan Agreement dated August 21, 2012 (the “MLA”), is entered into as of June 2, 2016 between FARM CREDIT SERVICES OF AMERICA, FLCA (“Lead Lender”) and LINCOLNWAY ENERGY, LLC, Nevada, Iowa (the “Company”), and amends and restates the Supplement dated August 31, 2015 and numbered R10218T02G.

SECTION 1.          The Revolving Term Loan Commitment.  On the terms and conditions set forth in the MLA and this Supplement, Lead Lender agrees to make loans to the Company from the date hereof, up to and including November 1, 2020, in an aggregate principal amount not to exceed, at any one time outstanding, $11,000,000.00 less the amounts scheduled to be repaid during the period set forth below in Section 5 (the “Commitment”).  Within the limits of the Commitment, the Company may borrow, repay, and reborrow.

SECTION 2.          Purpose.  The purpose of the Commitment is to provide working capital to the Company and to finance construction projects.

SECTION 3.          Term.  Intentionally Omitted.

SECTION 4.          Interest.  The Company agrees to pay interest on the unpaid balance of the loan(s) in accordance with one or more of the following interest rate options, as selected by the Company:

(A)          One-Month LIBOR Index Rate.  At a rate (rounded upward to the nearest 1/100th and adjusted for reserves required on “Eurocurrency Liabilities” [as hereinafter defined] for banks subject to “FRB Regulation D” [as hereinafter defined] or required by any other federal law or regulation) per annum equal at all times to 3.15% above the higher of:  (1) zero percent (0.00%); or (2) the rate reported at 11:00 a.m. London time for the offering of one (1)-month U.S. dollars deposits, by Bloomberg Information Services (or any successor or substitute service providing rate quotations comparable to those currently provided by such service, as determined by Agent (as that term is defined in the MLA) from time to time, for the purpose of providing quotations of interest rates applicable to dollar deposits in the London interbank market) on the first “U.S. Banking Day” (as hereinafter defined) in each week, with such rate to change weekly on such day.  The rate shall be reset automatically, without the necessity of notice being provided to the Company or any other party, on the first “U.S. Banking Day” of each succeeding week, and each change in the rate shall be applicable to all balances subject to this option.  Information about the then-current rate shall be made available upon telephonic request.  For purposes hereof:  (a) “U.S. Banking Day” shall mean a day on which Agent is open for business and banks are open for business in New York, New York; (b) “Eurocurrency Liabilities” shall have the meaning as set forth in “FRB Regulation D”; and (c) “FRB Regulation D” shall mean Regulation D as promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as amended.

(B)           Quoted Rate.  At a fixed rate per annum to be quoted by Agent in its sole discretion in each instance.  Under this option, rates may be fixed on such balances and for such periods, as may be agreeable to Agent in its sole discretion in each instance, provided that: (1) the minimum fixed period shall be 30 days: (2) amounts may be fixed in increments of $100,000.00 or multiples thereof; and (3) the maximum number of fixes in place at any one time shall be five.

Revolving Credit Supplement R10218T02H LINCOLNWAY ENERGY, LLC Nevada, Iowa - 2 -

(C)           LIBOR.  At a fixed rate per annum equal to “LIBOR” (as hereinafter defined) plus 3.15%.  Under this option:  (1) rates may be fixed for “Interest Periods” (as hereinafter defined) of 1, 2, 3, 6, or 12 months, as selected by the Company; (2) amounts may be fixed in increments of $100,000.00 or multiples thereof; (3) the maximum number of fixes in place at any one time shall be five; and (4) rates may only be fixed on a “Banking Day” (as hereinafter defined) on three Banking Days’ prior written notice.  For purposes hereof: (a) “LIBOR” shall mean the higher of:  (i) zero percent (0.00%); or (ii) the rate (rounded upward to the nearest sixteenth and adjusted for reserves required on “Eurocurrency Liabilities” [as hereinafter defined] for banks subject to “FRB Regulation D” [as herein defined] or required by any other federal law or regulation) reported at 11:00 a.m. London time two Banking Days before the commencement of the Interest Period for the offering of U.S. dollar deposits in the London interbank market for the Interest Period designated by the Company, by Bloomberg Information Services (or any successor or substitute service providing rate quotations comparable to those currently provided by such service, as determined by Agent from time to time, for the purpose of providing quotations of interest rates applicable to dollar deposits in the London interbank market); (b) “Banking Day” shall mean a day on which Agent is open for business, dealings in U.S. dollar deposits are being carried out in the London interbank market, and banks are open for business in New York City and London, England; (c) “Interest Period” shall mean a period commencing on the date this option is to take effect and ending on the numerically corresponding day in the next calendar month or the month that is 2, 3, 6, or 12 months thereafter, as the case may be:  provided, however, that:  (i) in the event such ending day is not a Banking Day, such period shall be extended to the next Banking Day unless such next Banking Day falls in the next calendar month, in which case it shall end on the preceding Banking Day; and (ii) if there is no numerically corresponding day in the month, then such period shall end on the last Banking Day in the relevant month; (d) “Eurocurrency Liabilities” shall have meaning as set forth in “FRB Regulation D”; and (e) “FRB Regulation D” shall mean Regulation D as promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as amended.

The Company shall select the applicable rate option at the time it requests a loan hereunder and may, subject to the limitations set forth above, elect to convert balances bearing interest at the variable rate option to one of the fixed rate options.  Upon the expiration of any fixed rate period, interest shall automatically accrue at the variable rate option unless the amount fixed is repaid or fixed for an additional period in accordance with the terms hereof.  Notwithstanding the foregoing, rates may not be fixed for periods expiring after the maturity date of the loans and rates may not be fixed in such a manner as to cause the Company to have to break any fixed rate balance in order to pay any installment of principal.  All elections provided for herein shall be made electronically (if applicable), telephonically or in writing and must be received by Agent not later than 12:00 Noon Company’s local time in order to be considered to have been received on that day; provided, however, that in the case of LIBOR rate loans, all such elections must be confirmed in writing upon Agent’s request. Interest shall be calculated on the actual number of days each loan is outstanding on the basis of a year consisting of 360 days and shall be payable monthly in arrears by the 20th day of the following month or on such other day in such month as Agent shall require in a written notice to the Company: provided, however, in the event the Company elects to fix all or a portion of the indebtedness outstanding under the LIBOR interest rate option above, at Agent’s option upon written notice to the Company, interest shall be payable at the maturity of the Interest Period and if the LIBOR interest rate fix is for a period longer than three months, interest on that portion of the indebtedness outstanding shall be payable quarterly in arrears on each three-month anniversary of the commencement date of such Interest Period, and at maturity.

Revolving Credit Supplement R10218T02H LINCOLNWAY ENERGY, LLC Nevada, Iowa - 3 -

SECTION 5.          Promissory Note.  The Company promises to repay on the date of each reduction in the Commitment, the outstanding principal, if any, that is in excess of the available balance.  The available balance shall be decreased by $2,000,000.00 on the first day of each November beginning November 1, 2017, and continuing through and including November 1, 2019, followed by a final reduction at the expiration of the Commitment on November 1, 2020, at which time any outstanding balance shall be due and payable in full.  If any installment due date is not a day on which Agent is open for business, then such payment shall be made on the next day on which Agent is open for business.  In addition to the above, the Company promises to pay interest on the unpaid principal balance hereof at the times and in accordance with the provisions set forth in Section 4 hereof.  This note replaces and supersedes, but does not constitute payment of the indebtedness evidenced by, the promissory note set forth in the Supplement being amended and restated hereby.

SECTION 6.          Letters of Credit.  In addition to loans, the Company may utilize, if agreeable to Agent in its sole discretion in each instance, the Commitment to open irrevocable letters of credit for its account.  Each letter of credit will be issued within a reasonable period of time after Agent’s receipt of a duly completed and executed copy of Agent’s then current form of Application and Reimbursement Agreement, or, if applicable, in accordance with the terms of any CoTrade Agreement between the parties, and shall reduce the amount available under the Commitment by the maximum amount capable of being drawn thereunder.  Any draw under any letter of credit issued hereunder shall be deemed a loan under the Commitment and shall be repaid in accordance with this Supplement.  Each letter of credit must be in form and content acceptable to Agent and must expire no later than the maturity date of the Commitment.

SECTION 7.          Security.  The Company’s obligations hereunder and, to the extent related hereto, under the MLA, including without limitation any future advances under any existing mortgage or deed of trust, shall be secured as provided in the Security Section of the MLA.

Revolving Credit Supplement R10218T02H LINCOLNWAY ENERGY, LLC Nevada, Iowa - 4 -

SECTION 8.          Commitment Fee.  In consideration of the Commitment, the Company agrees to pay to Agent a commitment fee on the average daily unused portion of the Commitment at the rate of 0.50% per annum (calculated on a 360-day basis), payable monthly in arrears by the 20th day following each month.  Such fee shall be payable for each month (or portion thereof) occurring during the original or any extended term of the Commitment.

(Signatures on following page.)

Revolving Credit Supplement R10218T02H LINCOLNWAY ENERGY, LLC Nevada, Iowa - 5 -

IN WITNESS WHEREOF, the parties have caused this Supplement to be executed by their duly authorized officers as of the date shown above.

FARM CREDIT SERVICES OF AMERICA, PCA		LINCOLNWAY ENERGY, LLC
By:	/s/ Kathryn J. Frank	By:	/s/ Erick Hakmiller
Title:	VP Commercial Lender	Title:	President

EX-10.13

Exhibit 10.13

Loan No. R10218T03C

REVOLVING CREDIT SUPPLEMENT

Letter of Credit

THIS SUPPLEMENT to the Master Loan Agreement dated August 21, 2012 (the “MLA”), is entered into as of June 2, 2016 between FARM CREDIT SERVICES OF AMERICA, PCA (“Lead Lender”) and LINCOLNWAY ENERGY, LLC, Nevada, Iowa (the “Company”), and amends and restates the Supplement dated August 31, 2015 and numbered R10218T03B.

SECTION 1.          The Revolving Credit Facility.  On the terms and conditions set forth in the MLA and this Supplement, Lead Lender agrees to make loans to the Company during the period set forth below in an aggregate principal amount not to exceed $2,548,000.00 at any one time outstanding (the “Commitment”).  Within the limits of the Commitment, the Company may borrow, repay and reborrow.

SECTION 2.          Purpose.  The purpose of the Commitment is to allow the Company to open an irrevocable letter of credit (“Letter of Credit”) for its account.  The Letter of Credit will be issued within a reasonable period of time after Agent’s (as that term is defined in the MLA) receipt of a duly completed and executed copy of Agent’s then current form of Application and Reimbursement Agreement or, if applicable, in accordance with the terms of any CoTrade Agreement between the parties.  Any draw under the Letter of Credit issued hereunder shall be deemed a loan under the Commitment and shall be repaid in accordance with this Supplement.  The Letter of Credit must be in form and content acceptable to Agent and must expire no later than the maturity date of the Commitment.

SECTION 3.          Term.  The term of the Commitment shall be from the date hereof, up to and including May 1, 2019, or such later date as Agent may, in its sole discretion, authorize in writing.  Notwithstanding the foregoing, the Commitment shall be renewed for an additional year only if, on or before the last day of the term (the “Expiration Date”), Agent provides to the Company a written notice of renewal for an additional year (a “Renewal Notice”).  If on or before the Expiration Date, Agent grants a short-term extension of the Commitment, the Commitment shall be renewed for an additional year only if Agent provides to the Company a Renewal Notice on or before such extended expiration date.  All annual renewals shall be measured from, and effective as of, the same day as the Expiration Date in any year.

SECTION 4.          Interest.  The Company agrees to pay interest on the unpaid balance of the loan(s) in accordance with the following interest rate:

One-Month LIBOR Index Rate.  At a rate (rounded upward to the nearest 1/100th and adjusted for reserves required on “Eurocurrency Liabilities” [as hereinafter defined] for banks subject to “FRB Regulation D” [as hereinafter defined] or required by any other federal law or regulation) per annum equal at all times to 3.15% above the higher of:  (1) zero percent (0.00%); or (2) the rate reported at 11:00 a.m. London time for the offering of one (1)‑month U.S. dollars deposits, by Bloomberg Information Services (or any successor or substitute service providing rate quotations comparable to those currently provided by such service, as determined by Agent from time to time, for the purpose of providing quotations of interest rates applicable to dollar deposits in the London interbank market) on the first “U.S. Banking Day” (as hereinafter defined) in each week, with such rate to change weekly on such day. The rate shall be reset automatically, without the necessity of notice being provided to the Company or any other party, on the first “U.S. Banking Day” of each succeeding week, and each change in the rate shall be applicable to all balances subject to this option. Information about the then‑current rate shall be made available upon telephonic request. For purposes hereof: (a) “U.S. Banking Day” shall mean a day on which Agent is open for business and banks are open for business in New York, New York; (b) “Eurocurrency Liabilities” shall have the meaning as set forth in “FRB Regulation D”; and (c) “FRB Regulation D” shall mean Regulation D as promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as amended.

Revolving Credit Supplement Letter of Credit R10218T03C	- 2 -
LINCOLNWAY ENERGY, LLC
Nevada, Iowa

Interest shall be calculated on the actual number of days each loan is outstanding on the basis of a year consisting of 360 days and shall be payable monthly in arrears by the 20th day of the following month or on such other day in such month as Agent shall require in a written notice to the Company.

SECTION 5.          Promissory Note.  The Company promises to repay the unpaid principal balance of the loans on the last day of the term of the Commitment.  In addition to the above, the Company promises to pay interest on the unpaid principal balance of the loans at the times and in accordance with the provisions set forth in Section 4 hereof.  This note replaces and supersedes, but does not constitute payment of the indebtedness evidenced by, the promissory note set forth in the Supplement being amended and restated hereby.

SECTION 6.          Security.  The Company’s obligations hereunder and, to the extent related hereto, under the MLA, including without limitation any future advances under any existing mortgage or deed of trust, shall he secured as provided in the Security Section of the MLA.

SECTION 7.          Letter of Credit Fees.  The Company agrees to pay to Agent an annual letter of credit fee equal to 3.15% of the face amount of the Letter of Credit in effect as of the date hereof, and 3.15% of the face amount of any new or amended Letter of Credit issued after the date hereof, computed on the basis of a year of 360 days and actual days elapsed, payable quarterly in arrears by the 20th day following the expiration of each calendar quarter.  The Company shall also pay to Agent Agent’s then‑applicable customary fees and administrative expenses payable with respect to the Letter of Credit as Agent may generally charge or incur from time to time in connection with the issuance, maintenance, amendment (if any), assignment or transfer (if any), negotiation, and administration of the Letter of Credit.

(Signatures on following page.)

Revolving Credit Supplement Letter of Credit R10218T03C	- 3 -
LINCOLNWAY ENERGY, LLC
Nevada, Iowa

IN WITNESS WHEREOF, the parties have caused this Supplement to be executed by their duly authorized officers as of the date shown above.

FARM CREDIT SERVICES OF AMERICA, PCA		LINCOLNWAY ENERGY, LLC
By:	/s/ Kathryn J. Frank	By:	/s/ Erick Hakmiller
Title:	VP Commercial Lender	Title:	President

EX-10.14

Exhibit 10.14

Loan No. R10218S02E

REVOLVING CREDIT SUPPLEMENT

THIS SUPPLEMENT to the Master Loan Agreement dated August 21, 2012 (the “MLA”), is entered into as of June 2, 2016 between FARM CREDIT SERVICES OF AMERICA, PCA (“Lead Lender”) and LINCOLNWAY ENERGY, LLC, Nevada, Iowa (the “Company”), and amends and restates the Supplement dated August 31, 2015 and numbered R10218S02D.

SECTION 1.          The Revolving Credit Facility.  On the terms and conditions set forth in the MLA and this Supplement, Lead Lender agrees to make loans to the Company during the period set forth below in an aggregate principal amount not to exceed $8,500,000.00 at any one time outstanding (the “Commitment”).  Within the limits of the Commitment, the Company may borrow, repay and reborrow.

SECTION 2.          Purpose.  The purpose of the Commitment is to provide working capital to the Company.

SECTION 3.          Term.  The term of the Commitment shall be from the date hereof, up to and including July 1, 2017, or such later date as Agent (as that term is defined in the MLA) may, in its sole discretion, authorize in writing.

SECTION 4.          Interest.  The Company agrees to pay interest on the unpaid balance of the loan(s) in accordance with the following interest rate:

One-Month LIBOR Index Rate.  At a rate (rounded upward to the nearest 1/100th and adjusted for reserves required on “Eurocurrency Liabilities” [as hereinafter defined] for banks subject to “FRB Regulation D” [as hereinafter defined] or required by any other federal law or regulation) per annum equal at all times to 2.90% above the higher of:  (1) zero percent (0.00%); or (2) the rate reported at 11:00 a.m. London time for the offering of one (1)‑month U.S. dollars deposits, by Bloomberg Information Services (or any successor or substitute service providing rate quotations comparable to those currently provided by such service, as determined by Agent from time to time, for the purpose of providing quotations of interest rates applicable to dollar deposits in the London interbank market) on the first “U.S. Banking Day” (as hereinafter defined) in each week, with such rate to change weekly on such day.  The rate shall be reset automatically, without the necessity of notice being provided to the Company or any other party, on the first “U.S. Banking Day” of each succeeding week, and each change in the rate shall be applicable to all balances subject to this option.  Information about the then‑current rate shall be made available upon telephonic request.  For purposes hereof:  (a) “U.S. Banking Day” shall mean a day on which Agent is open for business and banks are open for business in New York, New York; (b) “Eurocurrency Liabilities” shall have the meaning as set forth in “FRB Regulation D”; and (c) “FRB Regulation D” shall mean Regulation D as promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as amended.

Interest shall be calculated on the actual number of days each loan is outstanding on the basis of a year consisting of 360 days and shall be payable monthly in arrears by the 20th day of the following month or on such other day in such month as Agent shall require in a written notice to the Company.

Revolving Credit Supplement R10218S02E LINCOLNWAY ENERGY, LLC Nevada, Iowa - 2 -

SECTION 5.          Promissory Note.  The Company promises to repay the unpaid principal balance of the loans on the last day of the term of the Commitment.  In addition to the above, the Company promises to pay interest on the unpaid principal balance of the loans at the times and in accordance with the provisions set forth in Section 4 hereof.  This note replaces and supersedes, but does not constitute payment of the indebtedness evidenced by, the promissory note set forth in the Supplement being amended and restated hereby.

SECTION 6.          Letters of Credit.  If agreeable to Agent in its sole discretion in each instance, in addition to loans, the Company may utilize the Commitment to open irrevocable letters of credit for its account.  Each letter of credit will be issued within a reasonable period of time after Agent’s receipt of a duly completed and executed copy of Agent’s then current form of Application and Reimbursement Agreement or, if applicable, in accordance with the terms of any CoTrade Agreement between the parties, and shall reduce the amount available under the Commitment by the maximum amount capable of being drawn thereunder.  Any draw under any letter of credit issued hereunder shall be deemed a loan under the Commitment and shall be repaid in accordance with this Supplement.  Each letter of credit must be in form and content acceptable to Agent and must expire no later than the maturity date of the Commitment.

SECTION 7.          Security.  The Company’s obligations hereunder and, to the extent related hereto, under the MLA, including without limitation any future advances under any existing mortgage or deed of trust, shall he secured as provided in the Security Section of the MLA.

SECTION 8.          Commitment Fee.  In consideration of the Commitment, the Company agrees to pay to Agent a commitment fee on the average daily unused portion of the Commitment at the rate of 0.20% per annum (calculated on a 360-day basis), payable monthly in arrears by the 20th day following each month.  Such fee shall be payable for each month (or portion thereof) occurring during the original or any extended term of the Commitment.

SECTION 9.          Collateral Inspections.  In consideration of the loans made hereunder, the Company will permit Agent or its representatives, agents or independent contractors, during normal business hours or at such other times as Agent and the Company may agree to:  (A) inspect or examine the Company’s properties, books and records; (B) make copies of the Company’s books and records; and (C) discuss the Company’s affairs, finances and accounts with its officers, employees and independent certified public accountants.  Without limiting the foregoing, the Company will permit Agent, through an employee of Agent or through an independent third party contracted by Agent, to conduct on an annual basis a review of the collateral covered by the Security Agreement.  The Company further agrees to pay to Agent a collateral inspection fee designated by Agent and reimburse Agent all reasonable costs and expenses incurred by Agent in connection with such collateral inspection reviews performed by Agent employees or its agents.

(Signatures on following page.)

Revolving Credit Supplement R10218S02E LINCOLNWAY ENERGY, LLC Nevada, Iowa - 3 -

IN WITNESS WHEREOF, the parties have caused this Supplement to be executed by their duly authorized officers as of the date shown above.

FARM CREDIT SERVICES OF AMERICA, PCA		LINCOLNWAY ENERGY, LLC
By:	/s/ Kathryn J. Frank	By:	/s/ Erick Hakmiller
Title:	VP Commercial Lender	Title:	President

EX-31.1(A)

Exhibit 31.1(A)

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) AND SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

I, Eric Hakmiller, certify that:

1.          I have reviewed this Annual Report on Form 10-K/A (Amendment No. 1) of Lincolnway Energy, LLC; and

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date:  January 4, 2017	By:	/s/ Eric Hakmiller
		Eric Hakmiller, President and Chief Executive Officer
		(Principal Executive Officer)

EX-31.2(A)

Exhibit 31.2(A)

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) AND SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

I, Kristine Strum, certify that:

1.          I have reviewed this Annual Report on Form 10-K/A (Amendment No. 1) of Lincolnway Energy, LLC; and

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date:  January 4, 2017	By:	/s/ Kristine Strum
		Kristine Strum, Director of Finance
		(Principal Financial Officer)