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) October 11, 2018 (September 24, 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 September 24, 2018, Lincolnway Energy, LLC (the “Company”) entered into an amendment (the “Amendment”) to its Credit Agreement with Farm Credit Services of America, FLCA and Farm Credit Services of America, PCA (collectively, the “Lender”) dated July 3, 2017, as amended February 23, 2018 (the “Credit Agreement”).  CoBank, ACB (“CoBank”) continues to have a participation interest in the underlying loans issued under the Credit Agreement and continues to serve as administrative agent for the Credit Agreement. The Amendment modifies the Debt Service Coverage Ratio to provide that the Company shall not have a Debt Service Coverage Ratio of (i) less than 1.50 to 1.00 at the end of the Company’s fiscal year ended September 30, 2018 or (ii) less than 1.70 to 1.00 for each fiscal year thereafter.  Under the Amendment, Debt Service Coverage Ratio continues to be defined as: (a) net income (after taxes), plus depreciation and amortization, minus non-cash investment income (plus loss), minus extraordinary gains (plus losses), minus gains (plus loss) on asset sale; divided by (b) $3,600,000 (all as determined in accordance with the Accounting Standards).

In connection with the execution of the Amendment, the Company and Lender entered into an Amended and Restated Revolving Term Promissory Note dated September 24, 2018 (the “Restated Revolving Term Note”) which amended, restated and superseded the Amended and Restated Revolving Term Promissory Note dated February 23, 2018 (the “Prior Revolving Term Note”).  The Restated Revolving Term Note amends the Prior Revolving Term Note to adopt the following modified maximum commitment amount reduction schedule:

Maximum Commitment Amount	From	Up to and Including
$17,400,000	July 1, 2020	June 30, 2021
$13,800,000	July 1, 2021	June 30, 2022
$10,200,000	July 1, 2022	June 30, 2023
$6,600,000	July 1, 2023	July 1, 2024

The Restated Revolving Term Note also increased the interest rate to provide that interest will accrue at a variable interest rate (adjusting on a weekly basis) based upon the one-month LIBOR index rate plus 3.40% instead of 3.15%.  As of September 30, 2018, the outstanding amount payable by the Company under the Restated Revolving Term Note was $15,200,000.  All other terms and conditions set forth in the Restated Revolving Term Note remain the same as set forth in the Prior Revolving Term Note, including the commitment term and therefore the Restated Revolving Term Note expires on July 1, 2024.

The foregoing descriptions of the Amendment and the Restated Revolving Term Note do not purport to be complete and are qualified in their entirety by reference to the full text of the (i) Amendment which is filed as Exhibit 10.1 to this Current Report on Form 8-K and (ii) the Restated Revolving Term Note which is filed as Exhibit 10.2 to this Current Report on Form 8-K, respectively, each of which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03, as if fully set forth herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
10.1	Amendment dated September 24, 2018 to the Credit Agreement dated July 3, 2017, as amended February 23, 2018 between the Company and Farm Credit Services of America, FLCA and Farm Credit Services of America, PCA.
10.2	Amended and Restated Revolving Term Promissory Note dated September 24, 2018 between the Company and Farm Credit Services of America, FLCA and Farm Credit Services of America, PCA

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
Date: October 11, 2018	By:	/s/ Eric Hakmiller
		Eric Hakmiller
		President and Chief Executive Officer

EX-10.1

Exhibit 10.1

Amendment No. 0003 l 748SLA-B

AMENDMENT TO CREDIT AGREEMENT

THIS   AMENDMENT   is   entered  into as of SEP 24 2018 , between LINCOLNWAY ENERGY, LLC Nevada, Iowa, a limited liability  company  (the "Borrower"), and FARM CREDIT SERVICES OF AMERICA, FLCA  and  FARM  CREDIT SERVICES OF AMERICA, PCA (collectively, "Lender"), a federally-chartered instrumentality of the United States. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).

RECITALS

The Borrower and Lender are parties to Credit Agreement Number 00031748SLA dated as of July 3, 2017 (such agreement, as may be amended, hereinafter referred to as the "Agreement"). The Borrower and Lender now desire to amend the Agreement. For that reason, and for valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Borrower and Lender agree as follows:

1.           Article 7 of the Agreement will be amended by adding Subsection 7.3 as follows:

ARTICLE 7     Financial Covenants.  Unless otherwise agreed to in writing by Agent, while this Agreement is in effect:

7.3      Debt Service Coverage Ratio.  The Borrower  will have at the end of each fiscal  year of the Borrower a Debt Service Coverage Ratio (as defined below) for such year of not less than the amount shown next to such period set forth below.   For  purposes hereof, "Debt Service Coverage Ratio" means: (a) net income (after taxes), plus depreciation and amortization, minus non-cash investment income (plus loss),   minus   extraordinary   gains  (plus   losses),   minus   gain  (plus   loss)  on   asset  sale;  divided by (b) $3,600,000.00 (all as determined in accordance with the Accounting Standards).

Period	Debt Service Coverage Ratio
fiscal year end 2018	1.50 to 1.00
fiscal year end 2019 and each fiscal year thereafter	1.70 to 1.00

2.          Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions contained in the Agreement and each other Loan Document shall remain unamended and otherwise unmodified and in full force and effect.

3.         This Amendment may be executed in counterparts, each of which will constitute an original, but all of which when taken together will constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic means will be as effective as delivery of a manually executed counterpart of this Amendment.

SIGNATURE PAGE FOLLOWS

1

LINCOLNWAY ENERGY, LLC

Nevada, Iowa

Amendment No. 0003l748SLA-A of Agreement No. 00031748SLA

SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT

IN WITNESS WHEREOF, the parties hereto, by their duly authorized officers, have executed this Agreement.

LINCOLNWAY ENERGY, LLC
By:	/s/ Kristine A. Strum
Name:	Kristine A. Strum
Title:	Director of Finance

2

LINCOLNWAY ENERGY, LLC

Nevada, Iowa

Amendment No. 0003l748SLA-A of Agreement No. 0003l748SLA

SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT

IN WITNESS WHEREOF, the parties hereto, by their duly authorized officers, have executed this Agreement.

FARM CREDIT SERVICES OF AMERICA, FLCA
By:	/s/ Andrew D. McKay
Name:	Andrew D. McKay
Title:	Vice President
FARM CREDIT SERVICES OF AMERICA, PCA
By:	/s/ Andrew D. McKay
Name:	Andrew D. McKay
Title:	Vice President

3

Lincolnway Energy, LLC (00031748)

Nevada, Iowa

Compliance Certificate

As of Month Ended_______________________________         

This Certificate is delivered pursuant to the Credit Agreement dated July 3, 2017 (as amended, restated, or otherwise modified from time to time, the "Agreement), between Lincolnway Energy, LLC (hereinafter referred to as the "Company") and Farm Credit Services of America, FLCA and Farm Credit Services of America, PCA (hereinafter referred to as "Lead Lender"). Terms used In this certificate have the meanings given to them In the Agreement.

Working Capital
Covenanted Working Capital required to be no less than $10,000,000 at all times
A   GAAP Current Assets
B   plus: Unadvanced Portion of Term Revolver
C    Adjusted Current Assets	$0
D   GAAP Current Liabilities
E    plus: Current Portion of Term Revolver
F   Adjusted Current Liabilities	$0

GAAP Working Capital (A-D) -->	$0
Compliance (Yes/ No)	Covenanted Working Capital (C-F) -->	$0

Net Worth
Net Worth required to be no less than $35,000,000 at all times
Compliance (Yes/ No)	NetWorth-->

Debt Service Coverage (Fiscal Year End Only Beginning 9/30/19)
Debt Service Coverage ratio required to be no less than 1.70 to 1.00
Net Income (after tax)
plus: Depreciation & Amortization
less: Noncash Investment Income (plus Loss)
less: Extraordinary Gain (plus Loss)
less: Gain (plus Loss) on Asset Sale
Available Cash	$0
divided by: $3,600,000	$3,600,000
Compliance (Yes/No)	DSC Ratio-->	0.00

PRINCIPAL FINANCIAL OFFICER's CERTIFICATION

The undersigned has reviewed the financial statements pertaining to the above calculcuations, and based on this review, certify to the best of my knowledge the financial statements as accurate and complete for the period reflected. The undersigned also hereby certifies that the foregoing is a correct statement of financial condition and compliance as of the month end stated above, and that during such month, there existed at no time any condition or event which constituted an event of default or which, after notice or lapse of time or both, would constitute an event of default In the performance of any covenants contained in the Agreement.

By: Title: Date:

EX-10.2

Exhibit 10.2

Loan No. 00031748T02-B

AMENDED AND RESTATED REVOLVING TERM PROMISSORY NOTE

THIS  AMENDED  AND  RESTATED  REVOLVING  TERM  PROMISSORY  NOTE (this "Promissory Note") to the Credit Agreement dated July 3, 2017 (such agreement, as may be amended, hereinafter referred to as the "Credit Agreement"), is entered into as of September 24, 2018 between FARM CREDIT SERVICES OF AMERICA, FLCA, a federally-chartered instrumentality of the United States ("Lender") and LINCOLNWAY ENERGY, LLC, Nevada, Iowa, a limited liability company (together with its permitted successors and assigns, the "Borrower"). Capitalized terms not otherwise defined in this Promissory Note will have the meanings set forth in the Credit Agreement.

RECITALS

(A)      This Promissory Note amends, restates, replaces and supersedes, but does not constitute payment of the indebtedness evidenced by, the promissory note set forth in the Amended and Restated Revolving Term Promissory Note numbered 0003l748T02-A, dated as of February 23, 2018 between Lender and the Borrower.

SECTION 1.        REVOLVING TERM COMMITMENT. On the terms and conditions set forth in the Credit Agreement and this Promissory Note, Lender agrees to make loans to the Borrower during the period set forth below in an aggregate principal amount not to exceed the  Maximum  Commitment Amount set forth below at any one time outstanding (the "Commitment"). The Maximum Commitment Amount will be $21,000,000.00 initially and will reduce during the term of the Commitment as follows. Within the limits of the Commitment, the Borrower may borrow, repay and re-borrow.

Maximum Commitment Amount	From	Up to and Including
$17,400,000.00	July 1, 2020	June 30, 2021
$13,800,000.00	July 1, 2021	June 30, 2022
$10,200,000.00	July 1, 2022	June 30, 2023
$6,600,000.00	July 1, 2023	July 1, 2024

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

SECTION 3.         TERM. The term of the Commitment will be from the date hereof, up to  and including July 1, 2024, or such later date as Agent may, in its sole discretion, authorize in writing (the "Term Expiration Date").

SECTION 4.          LIMITS  ON  ADVANCES, AVAILABILITY, ETC.  The loans will be made available as provided in Article 2 of the Credit Agreement.

SECTION 5.          INTEREST. The Borrower agrees to pay interest on the unpaid  balance  of the loan(s) in accordance with the following interest rate option(s):

(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

LINCOLNWAY ENERGY, LLC

Nevada, Iowa

Promissory Note No. 0003l748T02-B

equal at all times to 3.400% 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 will be reset automatically, without the necessity of notice being provided to Agent, the Borrower, or any other party, on the first U.S. Banking Day of each succeeding week, and each change in the rate will be applicable to all balances subject to this option. Information about the then-current  rate  will be made available upon telephonic request. For purposes hereof: (a) "U.S. Banking  Day" means a day on which Agent is open for business and banks are open for business in New York, New York; (b) "Eurocurrency Liabilities" will have the meaning as set forth in "FRB Regulation D"; and (c) "FRB Regulation D" means 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  will be 365 days; (2) amounts may be fixed in an amount not less than $100,000.00 or multiples thereof; and (3) the maximum number of fixes in place at any one time will be five.

(C)      LIBOR. At a fixed rate per annum equal to LIBOR  (as  hereinafter  defined), plus 3.400%.  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 Borrower; (2) amounts may be fixed in an amount not less than $100,000.00 or multiples thereof; (3) the maximum number of fixes in place at any one time will be five; (4) rates may only be fixed on a Banking Day (as hereinafter defined) on three Banking Days' prior written notice, and (5) no Interest Period will end later than the maturity date of the Commitment as may  be extended from time to time. For purposes hereof: (a) "LIBOR" means the higher of: (i) zero percent (0.00%); or (ii) the 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) 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 Borrower, 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" means 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" means 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 1, 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 will be extended to the next Banking Day unless such next Banking Day falls in the next calendar month, in which case it will end on the preceding Banking Day; and (ii) if there is no numerically corresponding day in the month, then such period will end on the last Banking Day in the relevant month; (d) "Eurocurrency Liabilities" will have meaning as set forth in FRB Regulation D; and (e) "FRB Regulation D" means Regulation D as promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as amended.

2

LINCOLNWAY ENERGY, LLC

Nevada, Iowa

Promissory Note No. 0003I748T02-B

The Borrower will 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. If the Borrower fails to elect an interest rate option, interest will accrue at the variable interest rate option. Upon the expiration of any fixed rate period, interest will 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 Borrower to have to break any fixed rate balance in order to pay any installment of principal. All elections provided for herein will be made electronically (if applicable), telephonically or in writing  and must be received by Agent not later than 12:00 p.m. Denver,  Colorado 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 will be calculated on the actual number of days each loan is outstanding on the basis of a year consisting of 360 days and will be payable monthly in arrears by the 20th day of the following month or on such other day as Agent will require in a written notice to the Borrower ("Interest Payment Date"); provided, however, in the event the Borrower 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 Borrower, interest will 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 will be payable quarterly in arrears on each three-month anniversary of the commencement date of such Interest Period, and at maturity.

SECTION 6.         INTEREST REPRICING. The Borrower acknowledges that interest rates available on the date hereof in Sections 5(A) and 5(C) above (the "Available Rates"),  may not represent  the true cost of funds incurred by Lender in connection with making this Commitment available to Borrower. In recognition of the foregoing the Agent shall, on the third and sixth anniveraries of the date hereof ("Reset Date"), increase or decrease the Available Rates applicable to this Commitment by the basis points difference between the Current Cost of Funds and the Closing Date Cost of Funds, which increase or decrease shall remain in effect until the Reset Date or Term Expiration Date. As used herein:

(A)           "Closing Date Cost of Funds" means the difference between (a) the all-in one-month LIBOR Floating Note Rate cost of funds paid by Lender as indicated by the Farm Credit Funding Corporation and (b) the one-month LIBOR Rate, as of the date hereof.

(B)           "Current Cost of Funds" means, as of any Reset Date, the difference, if any, between the all-in one-month LIBOR Floating Note Rate cost of funds paid by Lender as indicated by the Farm Credit Funding Corporation and the one-month LIBOR Rate as of such date.

(C)           "LIBOR Floating Note Rate" means, as of any date, the estimated funding cost, including standard underwriting fees, for new 3-year floating farm credit debt securities issued into the primary market based on market observations on such date indicated at approximately 9:30 a.m. Eastern time; provided that such indications represent the Farm Credit Funding Corporation's  best estimate of the cost  of new debt issues based on a combination of daily surveys of selected farm credit selling group members (participating bond dealers) and ongoing monitoring of the fixed income markets for actual,  recent, primary market issuance by other government-sponsored enterprises of similar bonds and notes  and pricing within related derivative markets, particularly the interest rate swap market. Historical information on such funding costs is available, for the prior week, on the Farm Credit Funding Corporation's website (http://www.farmcreditfunding.com/ffcb live/fundingCostlndex.html) under the "Output" tab of the most recent spreadsheet.

3

LINCOLNWAY ENERGY, LLC

Nevada, Iowa

Promissory Note No. 00031748T02-B

SECTION 7.        PROMISSORY NOTE. The Borrower promises to repay on the date of  each reduction in the Commitment set forth in the schedule in Section 1 above, the outstanding principal,  if any, that is in excess of the reducing Commitment amount set forth in the aforementioned schedule, followed by a final installment in an amount equal to the remaining unpaid principal balance of the loans on the Term Expiration Date.

In addition to the above, the Borrower promises to pay interest on the unpaid principal balance of the loans at the times and in accordance with the provisions set forth herein.

SECTION 8.         SECURITY. The Borrower's obligations hereunder and, to the extent related hereto, under the Credit Agreement, will be secured as provided in Section 2.4 of the Credit Agreement.

SECTION 9.          FEES.

(A)            Amendment Fee. In consideration of the Commitment, the Borrower agrees to pay to Agent on the execution hereof, a fee in the amount of $2,500.00.

(B)          Commitment Fee. In consideration of the Commitment, the Borrower agrees to pay to Agent a commitment fee on the average daily unused available portion of the Commitment at the rate of 0.500% per annum (calculated on a 360-day basis), payable monthly in arrears by the 20th day following each month. Such fee will be payable for each month (or portion thereof) occurring during the original or any extended term of the Commitment.

SECTION 10.        LETTERS OF CREDIT. INTENTIONALLY OMITTED.

SIGNATURE PAGE FOLLOWS

4

LINCOLNWAY ENERGY, LLC

Nevada, Iowa

Promissory Note No. 00031748T02-B

SIGNATURE PAGE TO PROMISSORY NOTE

IN WITNESS WHEREOF, the parties have caused this Promissory Note to the Credit Agreement to be executed by their duly authorized officer(s).

LINCOLNWAY ENERGY, LLC
By:	/s/ Kristine A. Strum
Name:	Kristine A. Strum
Title:	Director of Finance

5

LINCOLNWAY ENERGY, LLC

Nevada, Iowa

Promissory Note No. 0003l748T02-B

SIGNATURE PAGE TO PROMISSORY NOTE

IN WITNESS WHEREOF, the parties have caused this Promissory Note to the Credit Agreement to be executed by their duly authorized officer(s).

FARM CREDIT SERVICES OF AMERICA, FLCA
By:	/s/ Andrew D. McKay
Name:	Andrew D. McKay
Title:	Vice President

6