8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 3, 2018 (June 28, 2018)

LINCOLNWAY ENERGY, LLC

(Exact Name of registrant as specified in its charter)

IOWA	000-51764	20-1118105
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

59511 W. Lincoln Highway, Nevada, Iowa	50201
(Address of Principal Executive Offices)	(Zip Code)

 (515) 232-1010

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Effective June 28, 2018, Lincolnway Energy, LLC (“Lincolnway”) entered into an amendment (the “Amendment”) to its Ethanol Marketing Agreement (the “Ethanol Agreement”) with Eco-Energy, LLC (“Eco-Energy”) dated October 2, 2015.  Lincolnway has agreed to continue to sell Eco-Energy all of the ethanol produced by Lincolnway, and Eco-Energy has agreed to continue to purchase the same, provided, however, Lincolnway continues to reserve the right to sell up to 5 million gallons per year, or any gallons over 60 million gallons per year, as E85 sales direct marketed product.  The Amendment modifies the Ethanol Agreement to amend the definition of “Marketing Fee,” to extend the initial term until September 30, 2020, to amend the contact information for Eco-Energy, and to add a termination provision whereby Lincolnway shall be entitled to terminate the Ethanol Agreement upon sixty (60) days advance written notice if Eco-Energy fails to represent a minimum of nine (9) ethanol production facilities in its ethanol marketing program.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
*10.1	Amendment No. 1 Ethanol Marketing Agreement Between Lincolnway Energy, LLC and Eco-Energy, LLC

* Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Securities and Exchange Commission

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LINCOLNWAY ENERGY, LLC
	By:	/s/ Eric Hakmiller
Date: July 3, 2018		Eric Hakmiller
		President and Chief Executive Officer

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1

ETHANOL MARKETING AGREEMENT

THIS Amendment No. 1 (“Amendment 1”), dated June 28, 2018, is entered into by and between Eco-Energy, LLC., a Tennessee corporation with its registered office at 6100 Tower Circle, Suite 500, Franklin, Tennessee 37067 (“Eco”), andLincolnway Energy an Iowa limited liability company, with its principal office located at 59511 West Lincoln Highway, Nevada, IA 50201 (“LWE”).  Eco and LWE are hereinafter also referred to collectively as the “Parties.”

RECITALS

A.            On October 2, 2015, Eco and LWE entered into an Ethanol Marketing Agreement (“Agreement”) that established the terms and conditions related to Eco’s rights and obligations regarding the purchase of LWE’s entire ethanol output, with the exception of specific E85 sales directly sold by LWE.  A copy of the Agreement—including Exhibit A—is attached hereto as Appendix 1.  Unless otherwise set forth herein, all terms shall have the meaning set forth in the Agreement.

B.            The Agreement provided for a thirty-three (33) month term that commenced on January 1, 2016 and terminated on September 30, 2018.

C.            The Parties now desire to alter the Agreement in order to memorialize the modifications recently agreed upon by the Parties as well as incorporate such modifications into the Agreement.

NOW, THEREFORE, the written signatures of the Parties integrate this Amendment No. 1 into the Agreement making it a binding, and legally enforceable, portion of such. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Eco and LWE agree as follows:

I. MODIFICATIONS:

1)         Section 3 of the Agreement is hereby deleted in its entirety and replaced with the following:

3.         Purchase Price and Fees:  The amount payable by Eco to LWE for ethanol that is purchased by Eco pursuant to this Agreement (the “Net Payment”) shall be the Purchase Price set forth in the applicable Accepted Purchase Order less the fee payable by LWE to Eco for the services to be provided by Eco under this Agreement (the “Marketing Fee”), which shall be calculated as follows:[*].

2)        The first sentence of Section 20(a) of the Agreement is hereby amended as follows in order to extend the term:

20.       Term and Termination:

(a) The term of this Agreement shall commence on January 1, 2016 and shall continue until September 30, 2020 (the “Term”).

* Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commission.

3)         The contact information for Eco provided in Section 26 of the Agreement is hereby amended as follows:

26.       Notices:

Eco-Energy:	Eco-Energy, LLC.
ATTENTION:	Chief Executive Officer
ADDRESS:	6100 Tower Circle Road, Ste 500
	Franklin, TN 37067
PHONE:	(615) 778-2898
EMAIL:	joshb@eco-energy.com

  4)          Add a Section 30(i) to the Agreement as follows:

30.       General:

(i)  Notwithstanding anything contained herein to the contrary, if during the Term of the Agreement Eco fails to represent a minimum of nine (9) ethanol production facilities in its ethanol marketing program, LWE shall be entitled to terminate the Agreement upon sixty (60) days advance written notice.

II. EFFECT OF AMENDMENT NO. 1:  Except as expressly modified in Section I of this Amendment No. 1, the Agreement remains unchanged and in full force and effect.

III. ENTIRETIES:  This Amendment No. 1 representsthe final agreement between the Parties regarding the subject matter hereof and may not be contradicted by evidence or prior, contemporaneous, or subsequent oral agreements of the parties.  There are no unwritten oral agreements between the Parties.

ECO ENERGY, LLC		LINCOLNWAY ENERGY
By:	/s/ Josh Bailey	By:	/s/ Eric Hakmiller
Name: Josh Bailey		Name: Eric Hakmiller
Title: CEO		Title: President