ex-102xamendedandrestate






!CoBANK  COC)PUUU/1 CO HIECIFI) CC)MMII)[)E  Loan No. 0003 1748T02-F  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   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 0003 1748T02-E, dated as of March 9, 2021, 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  (as set forth below) at any one time outstanding (the "Commitment"). The "Maximum Commitment  Amount" will be initially $10,000,000.00 and will be reduced by $2,000,000.00 on the 20th day of each  October beginning October 20, 2022, and continuing through and including October 20, 2025, with a final  reduction equal to the remaining balance due on October 20, 2026. 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 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 20, 2026, 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) Daily Simple SOFR. At a variable rate per annum equal at all times to 3.600% (the "Daily  Simple SOFR Margin") plus the higher of: (1) zero percent (0.00%); and (2) Daily Simple SOFR (as  defined below). Borrowings may only be made on a day which is a Business Day (as defined below) and  requests for borrowings must be received by 12:00 p.m. Denver, Colorado time on the date the borrowing  is desired. Information about the then-current rate will be made available upon telephonic request. For  March 24, 2022 





 






LINCOLNWAY ENERGY, LLC  Nevada, Iowa  Promissory Note No. 0003 1748T02-F  purposes of this Promissory Note, Daily Simple SOFR shall be considered a variable rate option. For  purposes hereof, (a) "Daily Simple SOFR" means SOFR (as defined below) for the day that is five U.S.  Government Securities Business Days (as defined below) prior to (i) if such day is a U.S. Government  Securities Business Day, such day or (ii) if such day is not a U.S. Government Securities Business Day, the  U.S. Government Securities Business Day immediately preceding such day. Any change in Daily Simple  SOFR due to a change in SOFR shall be effective from and including the effective date of such change in  SOFR without notice to the Borrower; (b) "SOFR" means, for any U.S. Government Securities Business  Day, a rate per annum equal to the secured overnight financing rate for such day published (at such time as  Agent may determine in its sole discretion) by the SOFR Administrator on its website (or any successor  source identified by the SOFR Administrator from time to time) on the immediately succeeding U.S.  Government Securities Business Day; (c) "SOFR Administrator" means the Federal Reserve Bank of  New York (or a successor administrator of the secured overnight financing rate); (d) "U.S. Government  Securities Business Day" means any day except for (i) a Saturday, (ii) a Sunday, or (iii) a day on which  the Securities Industry and Financial Markets Association recommends that the fixed income departments  of its members be closed for the entire day for purposes of trading in United States government securities;  and (e) "Business Day" means a day on which Agent and the Federal Reserve Banks are open for business.  (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.  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 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. All elections provided for herein will be made telephonically or in writing and must be  received by 12:00 p.m. Denver, Colorado time. 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 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 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.  2  





 






LINCOLN WAY ENERGY, LLC  Nevada, Iowa  Promissory Note No. 0003 1748T02-F  (A) 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 9. LETTERS OF CREDIT. INTENTIONALLY OMITTED.  SECTION 10. OVERADVANCES. Agent shall not be obligated to make advances in excess of the  Commitment ("Overadvances"), but may elect to do so in its sole discretion. Each such Overadvance shall  be secured hereunder and under Section 2.4 of the Credit Agreement. If Agent approves an Overadvance,  the Borrower shall reimburse Lender immediately and without notice or demand for (1) the full amount of  each overadvance; (2) all overadvance fees and charges that Agent may impose from time to time; (3)  interest on the amount of each overadvance at the rate that applies to the loan(s) for the day such  overadvance was created and for each following day until it has been repaid, and (4) all losses Agent incurs  in collecting the overadvance and any fees, charges, expenses or interest relating to it. In addition to all  other rights and remedies available to Agent, Agent may (and the Borrower specifically gives Agent the  authority to): (1) set off the unpaid balance of any overadvance against any debt or other amount that Agent  or Lender owes to the Borrower; (2) liquidate any investments or other assets in any account the Borrower  maintains with Agent or Lender or in connection with the loan(s); and (3) enforce its interests in any  available collateral it holds to secure the Borrower's obligations hereunder and under the Credit Agreement.  If Agent elects to make an advance in excess of the Commitment, doing so does not obligate Agent or  Lender to make or permit future Overadvances under the Commitment.  SECTION 11. BENCHMARK AND TENOR REPLACEMENT AND MODIFICATION.  Notwithstanding anything to the contrary in this promissory note or in any other loan document,  (A) if at any time Agent determines that (1) any interest rate offered hereunder (each such  interest rate, a "Benchmark") or any tenor of such Benchmark has been, or is likely to be, discontinued; (2)  any Benchmark or any tenor of any Benchmark is not or is likely to not be representative of the underlying  market and economic reality that such Benchmark or tenor is intended to measure; or (3) any Benchmark  or any tenor of any Benchmark does not, or is likely not to, adequately and fairly reflect the cost to Agent  of making or maintaining loans hereunder, or (4) any Benchmark or any tenor of any Benchmark is, or is  likely to be, unlawful, Agent may amend this Promissory Note and any other Loan Document to replace  such Benchmark or tenor with a Benchmark Replacement or to remove such tenor. The selection of a  Benchmark Replacement by Agent may be for one, some or all tenors of the then-current Benchmark.  "Benchmark Replacement" means, for any Benchmark or tenor, a replacement benchmark rate, which may  include a spread adjustment, that has been selected by Agent in its sole discretion, giving due consideration  to (a) any recommendation by a relevant governmental body of a replacement benchmark rate, the  mechanism for determining such a rate or a spread adjustment, or (b) any evolving or then-prevailing market  convention for determining a benchmark rate or a spread adjustment. Agent may effect such amendments  to this Promissory Note and the other Loan Documents as Agent in its sole discretion deems appropriate to  reflect the adoption and implementation of such replacement rate, which amendments will become effective  without any further action or consent of any other party to this Promissory Note or any other Loan  Document; provided that Agent shall give the Borrower notice of any such amendment. In no event shall  any Benchmark Replacement be less than zero percent (0.00%).  (B) if at any time Agent determines in its discretion that any Benchmark or any tenor of any  Benchmark is unavailable for any reason on a temporary basis, Agent may (i) calculate such Benchmark or  





 






LINCOLNWAY ENERGY, LLC  Nevada, Iowa  Promissory Note No. 0003 1748T02-F  tenor using such previous or historical publications of such Benchmark or tenor as Agent determines in its  discretion to be appropriate, (ii) suspend the availability of such tenor or (ii) select and apply a Benchmark  Replacement during such period.  (C) Agent will have the right to make from time to time any technical, administrative or  operational changes that Agent decides in its discretion may be appropriate to permit or enhance the  efficient administration of any Benchmark or any tenor of any Benchmark or the adoption, implementation  or administration of any Benchmark Replacement or any tenor of any Benchmark Replacement. Any  amendments implementing such changes will become effective without any further action or consent of  any other party to this Promissory Note or any other Loan Document; provided that Agent shall give the  Borrower notice of any such amendment.  SIGNATURE PAGE FOLLOWS  ru  





 






 





 






LINCOLNWAY ENERGY, LLC  Nevada, Iowa  Promissory Note No. 0003 1748T02-F  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 RVICES OF AMERICA, FLCA  By:  Name:  Title: