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) June 4, 2020 (May 29, 2020)

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 Material Definitive Agreements

Effective 29, 2020 (the “Effective Date”) 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 previously 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 working capital, net worth and debt service coverage ratio financial covenants in the Credit Agreement as follows:

• Working Capital.  The working capital financial covenant is modified to increase the minimum working capital the Company is required to have at the end of each financial statement period.  Pursuant to the Amendment the Company must have an excess of current assets over current liabilities of not less than $10,000,000  (“Working Capital Amount”); except that in determining (a) current assets, any amount available under any revolving term promissory note with Lender under the Credit Agreement may be included, and (b) current liabilities, any amount of revolving promissory note with Lender under the Credit Agreement considered a non-current liability and any amount of previous operating lease(s) now reflected as a current liability may be excluded (all as determined in accordance with the Accounting Standards (as defined in the “Credit Agreement”)).  The Working Capital Amount was previously $7,500,000.

• Net Worth.  The net worth financial covenant is modified to reduce the net worth amount the Company is required to have at the end of each financial statement period.  Pursuant to the Amendment, the Company must have an excess of total assets over total liabilities of not less than $24,000,000 (all as determined in accordance with the Accounting Standards) (the “Net Worth Amount”), and a specified receivable is excluded.  The Net Worth Amount was previously $25,000,000.

• Debt Service Coverage Ratio.  The language of this financial covenant is modified to provide that the application of this covenant to the Company does not commence until the fiscal year ending September 30, 2021 and to provide that commencing with the fiscal year ending September 30, 2020, the Company shall not have a Debt Service Coverage Ratio of less than 1.50 to 1.00.  Under the Amendment, the definition of Debt Service Coverage Ratio is modified to mean: (a) net income (after taxes), plus depreciation and amortization, minus non-cash income from patronage/investments, minus extraordinary gains (plus losses), minus gains (plus losses) on asset sale; divided by (b) $5,000,000 (all as determined in accordance with the Accounting Standards).

In addition, the Amendment modified the dividend and distributions negative covenant to provide increased financial limitations on the ability of the Company to declare or pay dividends or distributions to its members.  Under the Amendment, the Company may not declare or pay any dividends or purchase, redeem, retire or otherwise acquire for value any of its capital stock, or allocate or otherwise set apart any sum for any of the foregoing, except that beginning with fiscal year ending September 30, 2022 and each fiscal year thereafter, the Company may pay dividends in an amount up to 40.00% of its net income for the prior fiscal year assuming there no Event of Default or Potential Default has occurred and continues or would result therefrom. Notwithstanding the foregoing, the Company may pay dividends of up to 75.00% of net income for the prior fiscal year, provided that the Company’s working capital, pre and post distribution, remains above $15,000,000.00 million and assuming there no Event of Default or Potential Default has occurred and continues or would result therefrom.

In connection with the execution of the Amendment, the Company and Lender entered into an Amended and Restated Revolving Term Promissory Note dated May 29, 2020 (the “Restated Revolving Term Note”) which amended, restated and superseded the Amended and Restated Revolving Term Promissory Note dated December 28, 2018 (the “Prior Revolving Term Note”).  The Restated Revolving Term Note amends the Prior Revolving Term Note to delay the commencement of the maximum commitment amount reduction schedule for a year so that the new maximum commitment amount reduction schedule is as follows:

Maximum Commitment Amount	From	Up to and Including
$20,000,000	October 20, 2021	October 19, 2022
$15,000,000	October 20, 2022	October 19, 2023
$10,2000,000	October 20, 2023	October 1, 2024

In connection with the execution of the Amendment, the Company and the Lender entered into an Amended and Restated Revolving Credit Promissory Note dated May 29, 2020 (the “Restated Revolving Credit Note”) which amended, restated and superseded the Revolving Credit Promissory Note dated June 28, 2019 to extend the maturity date to January 1, 2021, subject to an annual renewal.

In connection with the execution of the Credit Agreement, the Company and the Lender also entered into an Amended and Restated Letter of Credit Promissory Note dated May 29, 2020 (the “Restated Letter of Credit Note”) which amended, restated and superseded the Revolving Letter of Credit Promissory Note dated June 28, 2019.   The maximum amount of the letter of credit commitment was changed to $1,307,525.

The foregoing descriptions of the Amendment to Credit Agreement, Restated Revolving Term Note, Restated Revolving Credit Note, and Restated Letter of Credit Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment to Credit Agreement, Restated Revolving Term Note, Restated Revolving Credit Note, and Restated Letter of Credit Note which are filed as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, to this Current Report on Form 8-K and 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 to Credit Agreement dated May 29, 2020 between Lincolnway Energy, LLC and Farm Credit Services of America, FLCA and Farm Credit Services of America, PCA
10.2	Amended and Restated Revolving Term Promissory Notedated May 29, 2020 between Lincolnway Energy, LLC and Farm Credit Services of America, FLCA
10.3	Amended and Restated Revolving Credit Promissory Notedated May 29, 2020 between Lincolnway Energy, LLC and Farm Credit Services of America, PCA
10.4	Amended and Restated Letter of Credit Promissory Notedated May 29, 2020 between Lincolnway Energy, LLC 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: June 4, 2020	By:	/s/ Jeff Kistner
		Jeff Kistner
		Interim Chief Financial Officer

EX-10.1

Exhibit 10.1

Amendment No. 00031748SLA-E

AMENDMENT TO CREDIT AGREEMENT

THIS AMENDMENT is entered into as of May 29, 2020, 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 (“Lender”). 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.           Section 5.10 under Article 5 of the Agreement is amended and restated to read as follows:

5.10        Capital. Maintain its status as an entity eligible to borrow from Lender. The Borrower has purchased voting (Class D) or non-voting (Class E) stock in Farm Credit Services of America, ACA as required under the policy of Lender (currently a minimum of $1,000.00 worth of stock consisting of at least 200 shares of $5.00 par value stock). Lender policy may change from time to time. Lender shall have a first lien on the stock for payment of any liability of the Borrower to Lender. Said stock is owned as follows:

 

Owner Name: Lincolnway Energy, LLC SSN/TIN: 20-1118105

The Borrower authorizes and appoints the following to act on behalf of all owners, to vote the Class D stock, and to accept, receive and receipt for any dividends declared on the stock, unless otherwise agreed to in writing by the parties:

Jeff Taylor , Board President, voter

2.           Section 6.6 under Article 6 of the Agreement is amended and restated to read as follows:

6.6          Dividends and Distributions. Declare or pay any dividends, or make any distribution of assets to the stockholders, or purchase, redeem, retire or otherwise acquire for value any of its capital stock, or allocate or otherwise set apart any sum for any of the foregoing, except that beginning with fiscal year ending September 30, 2022 and each fiscal year thereafter, the Borrower may pay dividends in an amount up to 40.00% of its net income for the prior fiscal year, provided that no Event of Default or Potential Default will have occurred and be continuing or would result therefrom. Notwithstanding the foregoing, the Borrower may pay dividends of up to 75% of net income for the prior fiscal year, provided that the Borrower’s working capital (as calculated per Section 7.1 herein), pre and post distribution, remains above $15,000,000.00 million and provided that no Event of Default or Potential Default will have occurred and be continuing or would result therefrom.

LINCOLN WAY ENERGY, LLC

Nevada, Iowa

Amendment No. 00031748SLA-E of Agreement No. 00031748SLA

3.           Article 7 of the Agreement is amended and restated to read as follows:

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

7.1          Working Capital. The Borrower will have at the end of each period for which financial statements are required to be furnished pursuant to this Agreement an excess of current assets over current liabilities of not less than $10,000,000.00, except that in determining: (a) current assets, any amount available under any revolving term promissory note with Lender hereunder, may be included and (b) current liabilities, any amount of revolving term promissory note with Lender hereunder considered a non-current liability and any amount of previous operating lease(s) now reflected as a current liability may be excluded (all as determined in accordance with the Accounting Standards).

7.2          Net Worth. The Borrower will have at the end of each period for which financial statements are required to be furnished pursuant to this Agreement an excess of total assets over total liabilities of not less than $24,000,000.00, (all as determined in accordance with the Accounting Standards).

7.3          Debt Service Coverage Ratio. Beginning with fiscal year ending September 30, 2021 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 1.50 to 1.00. For purposes hereof, “Debt Service Coverage Ratio” means: (a) net income (after taxes), plus depreciation and amortization, minus non-cash income from patronage/investments, minus extraordinary gains (plus losses), minus gains (plus losses) on asset sales; divided by (b) $5,000,000.00 (all as determined in accordance with the Accounting Standards).

4.           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.

5.          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

LINCOLN WAY ENERGY, LLC

Nevada, Iowa

Amendment No. 00031748SLA-E 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/ Seth Harder
Name:	Seth Harder
Title:	CEO / President

LINCOLN WAY ENERGY, LLC

Nevada, Iowa

Amendment No. 00031748SLA-E 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.

FARM CREDIT SERVICES OF AMERICA, FLCA
By:	/s/ Marshall T. Hansen
Name:	Marshall T. Hansen
Title:	Senior Vice President

FARM CREDIT SERVICES OF AMERICA, PCA
By:	/s/ Marshall T. Hansen
Name:	Marshall T. Hansen
Title:	Senior Vice President

EX-10.2

Exhibit 10.2

Loan No. 00031748T02-D

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 May 29, 2020 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 00031748T02-C, dated as of December 28, 2018, between Lender and the Borrower (the “Existing Promissory Note”).

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 (as set forth below) at any one time outstanding (the “Commitment”). The “Maximum Commitment Amount” will be $25,000,000.00 initially and will reduce during the term of the Commitment in accordance with the table below. Within the limits of the Commitment, the Borrower may borrow, repay and re-borrow.

Maximum Commitment Amount	From	Up to and Including
$20,000,000.00	October 20, 2021	October 19, 2022
$15,000,000.00	October 20, 2022	October 19, 2023
$10,000,000.00	October 20, 2023	October 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 October 1, 2024, or such later date as Agent may, in its sole discretion, authorize in writing (the “Term Expiration Date”).

LINCOLNWAY ENERGY, LLC

Nevada, Iowa

Promissory Note No. 00031748T02-D

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 1 Regulation D (as hereinafter defined) or required by any other federal law or regulation) per annum equal at all times to 3.750% 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 $500,000.00 or multiples thereof; and (3) the maximum number of fixes in place at any one time will be ten.

LINCOLNWAY ENERGY, LLC

Nevada, Iowa

Promissory Note No. 00031748T02-D

(C)        LIBOR. At a fixed rate per annum equal to LIBOR (as hereinafter defined), plus 3.750%. Under this option: (1) rates may be fixed for htterest 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 $500,000.00 or multiples thereof; (3) the maximum number of fixes in place at any one time will be ten; (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.

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.

LINCOLNWAY ENERGY, LLC

Nevada, Iowa

Promissory Note No. 00031748T02-D

SECTION 6.                  INTEREST REPRICING. The Borrower acknowledges that interest rates available pursuant to Sections 5(A) and 5(C) of the Existing Promissory Note (the “Available Rates”), may not represent the true cost of funds incurred by Lender in connection with making this Commitment (as “Commitment” is defined in the Existing Promissory note) available to Borrower. In recognition of the foregoing the Agent shall, on the third and sixth anniveraries of December 28, 2018 (“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 as of December 28, 2018, 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.

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.

LINCOLNWAY ENERGY, LLC

Nevada, Iowa

Promissory Note No. 00031748T02-D

SECTION 9.                    FEES.

(A)        Deferral Fee. In consideration of the Commitment, the Borrower agrees to pay to Agent on the execution hereof, a fee in the amount of $12,500.00.

(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.

SECTION 11.                  LIBOR TERMINATION.

(A)       If at any time the generally recognized administrator of interest rates offered for U.S. dollars on the London interbank market (a “LIBOR Rate”) ceases to provide quotations for LIBOR Rates, or if such administrator or any person having authority over such administrator or with respect to LIBOR Rates generally announces that LIBOR Rates will cease to be provided within a period not exceeding 90 days, or if Agent otherwise determines that LIBOR Rates have been, or are likely within a period not exceeding 90 days to be, discontinued, or that LIBOR Rates do not, or are likely within a period not exceeding 90 days not to, adequately and fairly reflect the cost to the Agent of making or maintaining loans hereunder, then the Agent may, after consultation with but without the consent of the Borrower, amend this promissory note and any other Loan Document to (1) replace any interest rate in this promissory note based upon the LIBOR Rate with a replacement benchmark rate deemed appropriate by the Agent in good faith and in its sole discretion, (2) adjust the margins applicable to the determination of interest rates under this promissory note (whether up or down) as deemed appropriate by Agent in good faith and in its sole discretion to compensate for differences between the LIBOR Rate and such replacement benchmark rate, and (3) after consultation with but without the consent of the Borrower, effect such other technical, administrative and operational changes to the Loan Documents as Agent in good faith and in its sole discretion deems appropriate to reflect the adoption and implementation of such replacement rate. Agent shall give the Borrower not less than five days’ notice of any such amendment prior to the effective date thereof.

(B)         Notwithstanding the foregoing paragraph (A), if prior to the commencement of any interest period proposed to be subject to a LIBOR Rate, Agent determines (which determination shall be conclusive and binding absent manifest error) that:

(1)         either dollar deposits are not being offered to banks in the London interbank market or that adequate and reasonable means do not exist for ascertaining a LIBOR Rate for such interest period; or

LINCOLNWAY ENERGY, LLC

Nevada, Iowa

Promissory Note No. 00031748T02-D

(2)         a LIBOR Rate for such interest period will not adequately and fairly reflect the cost to Agent of making or maintaining the loans for such interest period;

then Agent shall give notice thereof to the Borrower as promptly as practicable thereafter and, until Agent notifies the Borrower that the circumstances giving rise to such notice no longer exist, (a) any request to convert any loan to, or continue any LIBOR Rate loan at, a LIBOR Rate shall be ineffective, and (b) the Agent shall, after consultation but without the consent of the Borrower, select an alternate rate of interest to apply to any and all balances upon the expiration of the interest period applicable thereto, which rate of interest shall be commercially reasonable and generally consistent with the then-prevailing market convention, if any, for replacement of a LIBOR Rate in bilateral loan transactions.

SIGNATURE PAGE FOLLOWS

LINCOLNWAY ENERGY, LLC

Nevada, Iowa

Promissory Note No. 00031748T02-D

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/ Seth Harder
Name:	Seth Harder
Title:	CEO / President

LINCOLNWAY ENERGY, LLC

Nevada, Iowa

Promissory Note No. 00031748T02-D

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, PCA
By:	/s/ Mick Porter
Name:	Mick Porter
Title:	Vice President Large Producer Underwriting

EX-10.3

Exhibit 10.3

Loan No. 00031748S01-A

AMENDED AND RESTATED REVOLVING CREDIT PROMISSORY NOTE

THIS AMENDED AND RESTATED REVOLVING CREDIT 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 May 29, 2020 between FARM CREDIT SERVICES OF AMERICA, PCA, 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 Revolving Credit Promissory Note numbered 00031748S01, dated as of June 28, 2019, between Lender and the Borrower.

SECTION 1.                    REVOLVING CREDIT 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 $4,000,000.00, at any one time outstanding (the “Commitment”). Within the limits of the Commitment, the Borrower may borrow, repay and re-borrow.

SECTION 2.                     PURPOSE. The purpose of the Commitment is to finance the operating needs of the Borrower.

SECTION 3.                    TERM. The term of the Commitment will be from the date hereof, up to and including January 1, 2021, or such later date as Agent may, in its sole discretion, authorize in writing (the “Term Expiration Date”). Notwithstanding the foregoing, the Commitment will be renewed for an additional year only if, on or before the Term Expiration Date, Agent provides to the Borrower a written notice of renewal for an additional year (a “Renewal Notice”). If on or before the Term Expiration Date, Lender grants a short-term extension of the Commitment, the Commitment will be renewed for an additional year only if Agent provides to the Borrower a Renewal Notice on or before such extended expiration date. All annual renewals will be measured from, and effective as of, the same day as the Term Expiration Date in any year.

LINCOLN WAY ENERGY, LLC

Nevada, Iowa

Promissory Note No. 00031748S01-A

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 equal at all times to 3.750% 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.

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”).

SECTION 6.                     PROMISSORY NOTE. The Borrower promises to repay the unpaid principal balance of the loans on the Term Expiration Date, as the term may be extended from time to time.

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 7.                     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.

LINCOLN WAY ENERGY, LLC

Nevada, Iowa

Promissory Note No. 00031748S01-A

SECTION 8.                     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 $5,000.00.

(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 0.250% 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 9.                     LETTERS OF CREDIT. INTENTIONALLY OMITTED.

SECTION 10.                   LIBOR TERMINATION.

(A)       If at any time the generally recognized administrator of interest rates offered for U.S. dollars on the London interbank market (a “LIBOR Rate”)  ceases to provide quotations for LIBOR Rates, or if such administrator or any person having authority over such administrator or with respect to LIBOR Rates generally announces that LIBOR Rates will cease to be provided within a period not exceeding 90 days, or if Agent otherwise determines that LIBOR Rates have been, or are likely within a period not exceeding 90 days to be, discontinued, or that LIBOR Rates do not, or are likely within a period not exceeding 90 days not to, adequately and fairly reflect the cost to the Agent of making or maintaining loans hereunder, then the Agent may, after consultation with but without the consent of the Borrower, amend this promissory note and any other Loan Document to (1) replace any interest rate in this promissory note based upon the LIBOR Rate with a replacement benchmark rate deemed appropriate by the Agent in good faith and in its sole discretion, (2) adjust the margins applicable to the determination of interest rates under this promissory note (whether up or down) as deemed appropriate by Agent in good faith and in its sole discretion to compensate for differences between the LIBOR Rate and such replacement benchmark rate, and (3) after consultation with but without the consent of the Borrower, effect such other technical, administrative and operational changes to the Loan Documents as Agent in good faith and in its sole discretion deems appropriate to reflect the adoption and implementation of such replacement rate. Agent shall give the Borrower not less than five days’ notice of any such amendment prior to the effective date thereof.

(B)         Notwithstanding the foregoing paragraph (A), if prior to the commencement of any interest period proposed to be subject to a LIBOR Rate, Agent determines (which determination shall be conclusive and binding absent manifest error) that:

(1)         either dollar deposits are not being offered to banks in the London interbank market or that adequate and reasonable means do not exist for ascertaining a LIBOR Rate for such interest period; or

LINCOLN WAY ENERGY, LLC

Nevada, Iowa

Promissory Note No. 00031748S01-A

(2)         a LIBOR Rate for such interest period will not adequately and fairly reflect the cost to Agent of making or maintaining the loans for such interest period;

then Agent shall give notice thereof to the Borrower as promptly as practicable thereafter and, until Agent notifies the Borrower that the circumstances giving rise to such notice no longer exist, (a) any request to convert any loan to, or continue any LIBOR Rate loan at, a LIBOR Rate shall be ineffective, and (b) the Agent shall, after consultation but without the consent of the Borrower, select an alternate rate of interest to apply to any and all balances upon the expiration of the interest period applicable thereto, which rate of interest shall be commercially reasonable and generally consistent with the then-prevailing market convention, if any, for replacement of a LIBOR Rate in bilateral loan transactions.

SIGNATURE PAGE FOLLOWS

LINCOLN WAY ENERGY, LLC

Nevada, Iowa

Promissory Note No. 00031748S01-A

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/ Seth Harder
Name:	Seth Harder
Title:	CEO / President

LINCOLN WAY ENERGY, LLC

Nevada, Iowa

Promissory Note No. 00031748S01-A

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, PCA
By:	/s/ Mick Porter
Name:	Mick Porter
Title:	Vice President Large Producer Underwriting

EX-10.4

Exhibit 10.4

Loan No. 00031748T03-D

AMENDED AND RESTATED LETTER OF CREDIT PROMISSORY NOTE

THIS AMENDED AND RESTATED LETTER OF CREDIT 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 May 29, 2020 between FARM CREDIT SERVICES OF AMERICA, PCA, 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 Letter of Credit Promissory Note numbered 00031748T03-C, dated as of June 28, 2019, between Lender and the Borrower.

SECTION 1.                    LETTER OF CREDIT COMMITMENT. On the terms and conditions set forth in the Credit Agreement and this Promissory Note, Lender agrees to make loan(s) to the Borrower during the period set forth below in an aggregate principal amount not to exceed $1,307,525.00 at any one time outstanding (the “Commitment”). Within the limits of the Commitment, the Borrower may borrow, repay and re-borrow.

SECTION 2.                    PURPOSE. The purpose of the Commitment is to allow the Borrower to open an irrevocable letter of credit (“Letter of Credit”) for its account.

SECTION 3.                   TERM. The term of the Commitment will be from the date hereof, up to and including July 1, 2022, or such later date as Agent may, in its sole discretion, authorize in writing (the “Term Expiration Date”). Notwithstanding the foregoing, the Commitment will be renewed for an additional year only if, on or before the Term Expiration Date, Agent provides to the Borrower a written notice of renewal for an additional year (a “Renewal Notice”). If on or before the Term Expiration Date, Lender grants a short-term extension of the Commitment, the Commitment will be renewed for an additional year only if Agent provides to the Borrower a Renewal Notice on or before such extended expiration date. All annual renewals will be measured from, and effective as of, the same day as the Term Expiration Date in any year.

LINCOLNWAY ENERGY, LLC

Nevada, Iowa

Promissory Note No. 00031748T03-D

SECTION 4.                    LIMITS ON ADVANCES, AVAILABILITY, ETC. 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 will reduce the amount available under the Commitment by the maximum amount capable of being drawn thereunder. Any draw under the Letter of Credit issued hereunder will be deemed a loan under the Commitment and will be repaid in accordance with this Promissory Note. 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 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 equal at all times to 3.750% (the “LIBOR Margin”) 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.

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”) .

SECTION 6.                    PROMISSORY NOTE. The Borrower promises to repay the unpaid principal balance of the loans on the Term Expiration Date.

LINCOLNWAY ENERGY, LLC

Nevada, Iowa

Promissory Note No. 00031748T03-D

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 7.                    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 8.                    FEES.

(A)        Letter of Credit Fee(s): The Borrower agrees to pay to Agent any fees, administrative expenses, and other customary charges that Agent may 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. In addition, the Borrower agrees to pay to Agent:

(1)         Issuance Fee. Upon the issuance of the letter of credit, an issuance fee equal to $1,000.00.

(2)        Commission Fee. A commission fee equal to the LIBOR Margin multiplied by the face amount of the letter of credit (computed on the basis of a year of 360 days and actual days elapsed), which fee shall be payable quarterly in arrears on the 20^th of each calendar quarter following issuance of the Letter of Credit, and on the last day of the term of the Commitment.

SECTION 9.                    LIBOR TERMINATION.

(A)       If at any time the generally recognized administrator of interest rates offered for U.S. dollars on the London interbank market (a “LIBOR Rate”) ceases to provide quotations for LIBOR Rates, or if such administrator or any person having authority over such administrator or with respect to LIBOR Rates generally announces that LIBOR Rates will cease to be provided within a period not exceeding 90 days, or if Agent otherwise determines that LIBOR Rates have been, or are likely within a period not exceeding 90 days to be, discontinued, or that LIBOR Rates do not, or are likely within a period not exceeding 90 days not to, adequately and fairly reflect the cost to the Agent of making or maintaining loans hereunder, then the Agent may, after consultation with but without the consent of the Borrower, amend this promissory note and any other Loan Document to (1) replace any interest rate in this promissory note based upon the LIBOR Rate with a replacement benchmark rate deemed appropriate by the Agent in good faith and in its sole discretion, (2) adjust the margins applicable to the determination of interest rates under this promissory note (whether up or down) as deemed appropriate by Agent in good faith and in its sole discretion to compensate for differences between the LIBOR Rate and such replacement benchmark rate, and (3) after consultation with but without the consent of the Borrower, effect such other technical, administrative and operational changes to the Loan Documents as Agent in good faith and in its sole discretion deems appropriate to reflect the adoption and implementation of such replacement rate. Agent shall give the Borrower not less than five days’ notice of any such amendment prior to the effective date thereof.

LINCOLNWAY ENERGY, LLC

Nevada, Iowa

Promissory Note No. 00031748T03-D

(B)         Notwithstanding the foregoing paragraph (A), if prior to the commencement of any interest period proposed to be subject to a LIBOR Rate, Agent determines (which determination shall be conclusive and binding absent manifest error) that:

(1)         either dollar deposits are not being offered to banks in the London interbank market or that adequate and reasonable means do not exist for ascertaining a LIBOR Rate for such interest period; or

(2)         a LIBOR Rate for such interest period will not adequately and fairly reflect the cost to Agent of making or maintaining the loans for such interest period;

then Agent shall give notice thereof to the Borrower as promptly as practicable thereafter and, until Agent notifies the Borrower that the circumstances giving rise to such notice no longer exist, (a) any request to convert any loan to, or continue any LIBOR Rate loan at, a LIBOR Rate shall be ineffective, and (b) the Agent shall, after consultation but without the consent of the Borrower, select an alternate rate of interest to apply to any and all balances upon the expiration of the interest period applicable thereto, which rate of interest shall be commercially reasonable and generally consistent with the then-prevailing market convention, if any, for replacement of a LIBOR Rate in bilateral loan transactions.

SIGNATURE PAGE FOLLOWS

LINCOLNWAY ENERGY, LLC

Nevada, Iowa

Promissory Note No. 00031748T03-D

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/ Seth Harder
Name:	Seth Harder
Title:	CEO / President

LINCOLNWAY ENERGY, LLC

Nevada, Iowa

Promissory Note No. 00031748T03-D

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, PCA
By:	Mick Porter
Name:	Mick Porter
Title:	Vice President Large Producer Underwriting