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


                                 November 3, 2010
               ------------------------------------------------
               Date of Report (date of earliest event reported)


                    BION ENVIRONMENTAL TECHNOLOGIES, INC.
             ----------------------------------------------------
             Exact name of Registrant as Specified in its Charter

         Colorado                 000-19333                84-1176672
- ---------------------------    ---------------   ---------------------------
State or Other Jurisdiction    Commission File   IRS Employer Identification
     of Incorporation              Number                  Number


           Box 566/1774 Summitview Way, Crestone, Colorado 81131
         ----------------------------------------------------------
         Address of Principal Executive Offices, Including Zip Code


                                (212) 758-6622
             --------------------------------------------------
             Registrant's Telephone Number, Including Area Code


                                 Not applicable
          -----------------------------------------------------------
          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))




ITEM 8.01  OTHER EVENTS.

     On November 3, 2010, the Company's $7.75 million loan from the
Pennsylvania Infrastructure Authority (PENNVEST) for construction of our
Kreider Dairy Farms Phase 1 waste management system project ('Loan')
settled/closed.  The Company anticipates that first draws/reimbursements from
PENNVEST pursuant to the Loan will take place during the next 30 days.
Additional information regarding our Kreider projects and our Pennsylvania
and Chesapeake Bay Watershed activities can be found at:  www.bionpa.com and
www.biontech.com.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

     (a)  Financial Statements of Businesses Acquired.

          Not Applicable.

     (b)  Pro Forma Financial Information

          Not Applicable.

     (c)  Shell Company Transactions

          Not Applicable.

     (d)  Exhibits

          Exhibit 10.1 'Accepted Funding Offer' (base loan agreement)
                       (without exhibits) with PENNVEST for Kreider Farms
                       Project Loan -- effective November 3, 2010.



                                  SIGNATURE

     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.

                                   Bion Environmental Technologies, Inc.



Date:  November 3, 2010            By:/s/ Mark A. Smith
                                      Mark A. Smith, President

EX-10

EXHIBIT 10.1

PENNVEST INFRASTRUCTURE INVESTMENT AUTHORITY        November 3, 2010 10:02am
                                                         Jeremy Rowland
                                                           (Borrower)

     PENNVEST Website | Return to Portal | Home | Contact Us | Logout

                            Online Funding Request

Funding Offer

The funding offer based upon the information submitted for consideration.
This offer includes the amount of PENNVEST funding, interest rate, repayment
term, as well as the standard terms and conditions that accompany the offer.

You must accept the offer in order to continue on to the loan closing
checklist and information collection process.

Contact: Jeremy Rowland  Project Number: 36099020808-CS  Status: Loan Closing
Company: Bion PA 1, LLC  Project Title: Bion PA 1

Funding Offer
Board Approval Date:                                  01/26/2009
Loan Amount:                                          7,754,000.00
Grant Amount:                                         0.00
Estimated Monthly Payments for 1 through 5 years:     73,262.72
Estimated Monthly Payments for 6 years to Maturity:   74,427.47
Amortization Period in Months:                        120
Interest Only plus Amortization Period in Months:     (up to) 156
Interest rate of loan for 1 through 5 years:          2.547
Interest rate of loan for 6 years to Maturity:        3.184

Collateral

Collateral:         1. The pledge of all "Nutrient Credits" resulting from
the operation of the project at the project site. Contemporaneous to the
sale, PENNVEST shall release its interest in those affected Nutrient Credits
to allow Bion PA 1, LLC ("Bion") to sell the same to a financially
responsible purchaser for a period and amount satisfactory to all parties;
provided, however, that any agreement to sell credits in an amount sufficient
to satisfy operating expenses and debt service shall be presumed acceptable
to PENNVEST and any approval by PENNVEST otherwise required shall not be
unreasonably withheld, conditioned or delayed.

                    2. Contemporaneous to the release of the pledge of the
Nutrient Credits and upon the execution of sales agreements for the sale of
the Nutrient Credits, said purchase agreements shall be assigned as
collateral for the repayment of the PENNVEST loan.

                    3. A lien on and pledge of all revenues generated by the
project including but not limited to Tax credits, by-product sales or any
other revenue generated as a result of the project operation.

                    4. The Parent company shall guaranty that the technical
performance of the equipment and process developed and installed by Bion PA
achieves a 70% reduction in nitrogen and a 75% reduction in phosphorus from
the manure stream influent loaded into the system as determined by the
Nutrient Credit Verification Plan approved by the DEP in conjunction with the
credit generating permit issued for the treatment system. The guaranty will
be in effect and enforceable until after the first successful completion of
the annual DEP nutrient credit verification process under the full Water
Quality Management Permit.

                    5. The assignment of the lease agreement between Kreider
Farmers and Bion regarding the design, construction and operations of the
proposed Nutrient remediation project at the Kreider Farms site.

Special Conditions: 1. The repayment terms for the PENNVEST loan shall
require interest only payments funded from the PENNVEST loan proceeds until
the project is completed but not longer than three years from the date of
settlement, followed by a ten year amortization at the interest rates
outlined in the Funding Offer. Additional principal payments over and above
the scheduled monthly payments shall be required as outlined in the "Cash
Flow" covenant below.

                    2. In addition to the repayment of principal and interest
as outlined above, Bion agrees to pay PENNVEST additional compensation for
the excess credit risk involved in the project. The additional PENNVEST
compensation shall be in the form of a note payable to PENNVEST without
interest due and payable to PENNVEST beginning in the first year after the
original PENNVEST loan is satisfied according to its repayment terms. The
additional compensation note shall be payable over a period of not more than
ten years. The amount of the additional compensation shall be computed as
follows: A. Using years 2 through 5 after completion of the project, striking
the highest and lowest years of this four year period and taking the average
of the net cash flow as defined for remaining two years, multiplying this by
33% and multiplying the result by a factor of ten. B. Payment of this
additional PENNVEST compensation shall be payable in level monthly payments
over a maximum ten year period, subject to accelerated principal payments
equal to 33% of net cash flow generated as outlined in paragraph 3-B below.
C. For purposes of paragraph A above, net cash flow for Bion's fiscal year
shall be defined as gross revenue less items 3-A(i) and 3-A(ii) outlined
below.

                    3. The Cash Flow Covenant shall provide for the
following: A. Upon completion of the project as defined in the funding
agreement, the cash flow generated by the project shall be restricted and
used in the following manner; (i). To pay all annual direct operating
expenses of Bion in connection with the operation of the project. These
direct operating expenses shall be limited to the direct payroll of the on
site employees, the direct costs of utilities, materials, supplies, repairs
and maintenance, equipment leases for on site equipment, insurance, legal,
accounting, fuel and utilities provided to and for the benefit of the on site
operations. In addition, the Parent Company shall be allowed to charge a
management Fee not to exceed $90,000 for year one only for off site project
management and support expenses. (ii). Cash flow shall be used to pay all
scheduled principal and interest payments on the PENNVEST loan, exclusive of
the required prepayments outlined in Number (v) below. (iii). To fund an
operating reserve fund equal to one year's operating expenses as defined in
number i above based on the prior year. (iv). To fund a debt service reserve
fund equal to six month of scheduled PENNVEST loan payments exclusive of the
prepayment requirements. (v). One third of the Funding Offer remaining net
cash flow shall be used to prepay principal on the PENNVEST loan on an annual
basis, payable within 90 days of the end of the fiscal year. (vi). The
remaining net cash flow shall be available to distribute to the Parent
company in the form of a license fee or dividend as Bion shall decide. (vii).
Interest earned on any of the reserve accounts established in items (iii) and
(iv) above shall be available first to fund operating expenses, then added to
the reserve account, then used to accelerate the PENNVEST principal repayment
as outlined in item (v) above. B. Upon full satisfaction of the principal on
the original PENNVEST loan, Bion shall be required to pay the additional
PENNVEST compensation as outlined in number 2 above over a maximum term of
ten years. However, to the extent that the one third of Bion's net cash flow
in those subsequent years exceeds this minimum payment requirement, Bion
shall pay this higher amount to amortize that additional PENNVEST
compensation payable within 90 days of the end of Bion's fiscal year. Net
cash flow of Bion for purposes of this subsequent calculation shall be
defined as gross revenue of Bion less items 3A-(i)and 3A-(iii) above. Bion
shall have the right to prepay the total additional PENNVEST compensation
without penalty at any time.

                    4. Bion PA shall be required to provide PENNVEST with
internal operating statements semi annually during the first 3 years and
thereafter any time Bion shall request the release of the Pennvest Nutrient
Credits pledged as described above or any other time as may be reasonably
requested by PENNVEST. In addition, Bion shall have its annual financial
statement audited by an independent CPA satisfactory to Bion, PENNVEST and
the auditors of the Parent Company's statements. In addition to the normal
audit procedures, the independent CPA's shall report that the operating
expenses of Bion are consistent with the allowable direct operating expenses
as outlined in the cash flow covenant as defined in paragraph 3 A (i) above.

                    5. PENNVEST and Bion Environmental Technologies, Inc.
shall enter into an Intercreditor Agreement, simultaneously with the PENNVEST
settlement, on terms and conditions acceptable to both parties. The
Intercreditor Agreement shall include, among other provisions, the following:
A. The interim financing shall be paid in full immediately upon the earlier
of 1) the final disbursement of the proceeds of the PENNVEST loan or 2)
December 31, 2011, the scheduled maturity date of Bion PA 1, LLC's line of
credit with Bion Environmental Technologies, Inc.; and B. The total amount of
debt outstanding on the Bion Environmental Technologies, Inc. Note and the
PENNVEST loan shall never exceed a combined outstanding balance of
$7,754,000.

Cost Break Down
Phase                    PENNVEST          Local      Total
Administrative           $50,000.00        $0.00      $50,000.00
Legal                    $35,000.00        $0.00      $35,000.00
Financial/Accounting     $25,000.00        $0.00      $25,000.00
Interest                 $0.00             $0.00      $0.00
Engineering              $730,000.00       $0.00      $730,000.00
Permits                  $210,000.00       $0.00      $210,000.00
Lands                    $0.00             $0.00      $0.00
Construction             $5,440,000.00     $0.00      $5,440,000.00
Contingency              $544,000.00       $0.00      $544,000.00
Other                    $720,000.00       $0.00      $720,000.00
Totals                   $7,754,000.00     $0.00      $7,754,000.00

Terms and Conditions
GENERAL FINANCIAL TERMS & CONDITIONS

FUNDING RECIPIENT For purposes of this Funding Offer, Company may be referred
to herein as Funding Recipient.

FUNDS AVAILABILITY  Funding Recipient agrees that this Funding Offer is
subject to the availability of PENNVEST funds.

REPAYMENT Funding Recipient agrees to repay PENNVEST in accordance with the
terms set forth in this Funding Offer.

FUNDING OFFER ACCEPTANCE Funding Recipient agrees to make every effort to
accept this Funding Offer within thirty (30) days from the date the Board
approved the funding for this project. In any event, if the Funding Offer is
not accepted within forty-nine (49) days from the date the Board approved the
funding for this project, the Funding Offer will be withdrawn unless there
are extenuating circumstances which in PENNVEST's sole discretion require an
extension.

SETTLEMENT DATE Funding Recipient agrees to make every effort to confirm the
contractual obligations with PENNVEST and to provide consideration for this
Funding Offer ("Settlement") within one hundred and eighty two (182) days
from the date the Board approved the original funding for this project
("Settlement Date"). In any event, if a Settlement Date does not occur within
two hundred and seventy six days (276) days from the date the Board approved
the original funding for this project, this Funding Offer will terminate
unless there are extenuating circumstances which in PENNVEST's sole
discretion require an extension.

COLLATERAL Funding Recipient agrees, if applicable, to secure repayment by
providing the collateral set forth in this Funding Offer. Any change to the
collateral set forth in the Funding Offer shall require a written request
from the Funding Recipient and the consent of PENNVEST.

REVENUE STREAM If applicable, Funding Recipient agrees to provide, in a form
satisfactory to PENNVEST, evidence that Funding Recipient has a revenue
stream sufficient to repay the debt service on the financial assistance
provided by PENNVEST, unless PENNVEST has approved the use of other
collateral independent of the revenue stream to secure repayment. In
addition, the Funding Recipient shall enact an ordinance, adopt a resolution,
or take other such official action as may be appropriate, prior to
Settlement, which provides for the implementation of sufficient rates or
revenues to cover all operational and maintenance costs, the debt service on
any PENNVEST loan and the debt service on all other outstanding debt of the
Funding Recipient at least three (3) months prior to the scheduled
amortization date (as defined in the Funding Agreement). In any event,
Funding Recipient shall provide, in a form satisfactory to PENNVEST, a plan
for repayment of any PENNVEST loan. If Funding Recipient is regulated by the
Public Utility Commission ("PUC"), Funding Recipient agrees to take all
necessary actions to obtain PUC approval of revenue stream rates.

PAYMENT OF COSTS Funding Recipient agrees, without condition, to pay all
reasonable fees, expenses, taxes, costs and charges associated with the
financial assistance being provided by PENNVEST, including but not limited
to, title insurance premiums and search fees, survey costs, and recording and
filing fees, if any.

ADDITIONAL INFORMATION Funding Recipient agrees that PENNVEST can require
additional information or documentation and impose further conditions if
PENNVEST deems necessary based upon review of the information submitted by
the Funding Recipient.

ASSIGNMENT Funding Recipient agrees not to assign the proceeds from the
financial assistance provided by PENNVEST without the prior written consent
of PENNVEST. Any attempt at assignment without consent shall be void.

MODIFICATION Funding Recipient agrees that no change or modification to this
Funding Offer shall be valid unless the Funding Recipient and PENNVEST agree
to such change or modification in writing.

ENTIRE AGREEMENT Funding Recipient further agrees that this Funding Offer
represents the entire funding offer agreement between the parties and to the
extent this offer represents an increase funding approval this offer
integrates and includes any and all prior or contemporaneous agreements
between the parties relating to this project.

SURVIVAL Funding Recipient agrees that the obligations set forth in this
Funding Offer shall survive Settlement on the financial assistance and shall
be continuing obligations until all required payments, including applicable
interest and fees, have been made in full and all other obligations have been
fully completed and discharged.

OUTSTANDING FINANCIAL ASSISTANCE Funding Recipient agrees that, to the extent
that financial assistance requiring repayment was previously provided to
funding recipient by the Water Facilities Loan Board or PENNVEST and has not
been fully repaid, Funding Recipient is in compliance with obligations under
the prior funding documents and is not delinquent on repayment.

REFINANCING Funding Recipient shall not use PENNVEST funds to replace long-
term financing that has been offered or committed to the Funding Recipient at
reasonable rates as of the date of this Funding Offer.

INDEPENDENT AUDITS Funding Recipient agrees, if required by PENNVEST, to
obtain independent audits of its financial documents and condition and to
submit certified copies of such audits to PENNVEST.

OTHER OBLIGATIONS Funding Recipient agrees that accepting funding from
PENNVEST will not result in a default by Funding Recipient on any other
obligation of Funding Recipient, including but not limited to, a default
pursuant to the terms of any bond offering, indenture, mortgage, restriction,
lease, or other agreement. Funding Recipient agrees to provide PENNVEST with
evidence that no such default will occur, in a form satisfactory to PENNVEST,
prior to the Settlement Date.

INSURANCE Funding Recipient agrees to maintain, or cause to be maintained,
adequate business insurance coverage on its business assets for the term of
the financial assistance including the construction period and to provide
PENNVEST with evidence of such insurance, in a form satisfactory to PENNVEST,
prior to the Settlement Date. In the event of a Brownfields project, Funding
Recipient also agrees to obtain and cause to be maintained environmental cost
cap and remediation liability insurance until such time that Funding
Recipient receives a letter from DEP releasing the Funding Recipient from
liability of known contaminants under Act 2, a later defined term. In the
event PENNVEST obtains a mortgage as collateral, Funding Recipient also
agrees to obtain a lenders title insurance policy and endorsements on terms
and conditions acceptable to PENNVEST.

TAX-EXEMPT FINANCING Funding Recipient agrees not to report any funding
received from PENNVEST as a tax-exempt financing.

AUTOMATIC DEIT/CREDIT Funding Recipient agrees to comply with any automated
debit or credit system that PENNVEST may institute.

ATTORNEY Funding Recipient agrees, if applicable, to retain an attorney,
licensed to practice law in the Commonwealth of Pennsylvania, to provide
legal assistance and advice to the Funding Recipient with regard to the terms
and conditions of this Funding Offer and to provide the requisite opinions of
counsel at Settlement. Funding Recipient agrees to provide PENNVEST with a
copy of its engagement letter, which shall include the attorney's total
anticipated fee with respect to the project, in a form satisfactory to
PENNVEST, prior to the Settlement Date. At Settlement, the Funding Recipient
shall furnish to PENNVEST an opinion of the Funding Recipient's counsel, in a
form satisfactory to PENNVEST, that, among other things, the Funding
Recipient is duly organized and authorized to enter into the transaction;
that the transaction and its terms do not violate any rules, regulations,
laws, orders or agreements by which the Funding Recipient is bound; that
there is no litigation threatened or pending that will affect the Funding
Recipient's ability to enter into the transaction or complete this project;
and that the Funding Recipient has acquired, and has good and marketable
title to, all real property interests necessary to complete this project. The
opinion letter will also address any other matters to which PENNVEST wishes
the Funding Recipient's counsel to opine.

DISCLOSURE OF FUNDING Funding Recipient agrees to disclose to the system
users the costs and benefits of receipt of funds from PENNVEST (this does not
apply to PUC regulated systems or systems without residential ratepayers).

CONFERENCE CALLS As a condition of this Funding Offer, Funding Recipient, its
licensed engineer and its attorney, if applicable, shall be available to
participate in conference calls with PENNVEST to work through the Settlement
process effective immediately after approval of this Funding Offer, unless
such condition is expressly waived by PENNVEST. All conference call attendees
should have electronic access to the PENNVEST Online Funding Request website
during all scheduled conference calls.

FUNDS DISBURSEMENT PROCESS As a condition of this Funding Offer, Funding
Recipient understands that it will be required to participate in PENNVEST's
funds disbursement process.

FINANCIAL STATEMENTS If applicable, within one hundred eighty (180) days
after the end of each fiscal year, the Funding Recipient shall transmit to
PENNVEST its financial statements using PENNVEST's facsimile procedure on the
PENNVEST website under Annual Financial Statement / Audit Report Submission.
The financial statements shall consist of a balance sheet, income statement
and statement of source and application of funds. Such financial statements:
a. Shall be prepared by an independent public accounting firm approved by the
Authority; b. Shall be prepared in accordance with generally accepted
accounting principles and practices consistently applied or generally
accepted governmental accounting principles and practices consistently
applied, as may be applicable; c. Shall be in a form satisfactory to
PENNVEST; and d. Shall be certified as true and correct by the chief
financial officer of the Funding Recipient.

CONFIDENTIAL INFORMATION The Funding Recipient agrees not to include
confidential or proprietary information or trade secrets as part of any
submission to PENNEST in response to this Funding Offer or in preparation for
Settlement. If the Funding Recipient determines that it must divulge such
information as part of its submissions, the Funding Recipient agrees to
submit a signed written statement to that effect in accordance with 65 P.S.
Section 67.707(b) and agrees to additionally provide a redacted version of
its proposal, which removes only the confidential or proprietary information
and trade secrets for public disclosure purposes.

RIGHT-TO-KNOW LAW

a. The Pennsylvania Right-to-Know Law (hereinafter referred to as the
"RTKL"), 65 P.S. Subsection 67.101-3104, applies to this Funding Offer and
all documents provided to PENNVEST in connection with Settlement (the
"Funding Documents"). For the purpose of administering the matters relating
to the RTKL set forth in this Section, the applicable "Commonwealth agency"
as provided in the RTKL shall be PENNVEST. Capitalized terms used but not
otherwise defined herein shall have the same meaning as set forth in the
RTKL.

b. If PENNVEST needs the Funding Recipient's assistance in any matter arising
out of the RTKL, PENNVEST shall notify the Funding Recipient in writing.

c. Upon written notification from PENNVEST that it requires the Funding
Recipient's assistance in responding to a request under the RTKL for
information that may be in the Funding Recipient's possession, constituting,
or alleged to constitute, a Public Record in accordance with the RTKL,
Funding Recipient shall:

(i) Provide PENNVEST, within ten (10) calendar days after receipt of such
notification, access to, and copies of, any document or information in the
Funding Recipient's possession arising out of this Funding Offer or the
Funding Documents that PENNVEST reasonably believes may be a Public Record
under the RTKL ("Requested Information"), to permit PENNVEST to evaluate
whether such Requested Information is, in fact, a Public Record within the
scope of the subject RTKL information request; provided, however, that
providing such Requested Information not previously in PENNVEST's possession
shall not be considered an admission by the Funding Recipient that such
records are Public Records under the RTKL; and

(ii) Provide such other assistance as PENNVEST reasonably may request, in
order to comply with the RTKL.

If the Funding Recipient fails to provide the Requested Information within
ten (10) calendar days after receipt of such request, the Funding Recipient
shall indemnify and hold PENNVEST harmless for any damages, penalties,
detriment or harm that PENNVEST may incur under the RTKL as a result of the
Funding Recipient's failure, including any statutory damages assessed against
PENNVEST.

d. If the Funding Recipient considers the Requested Information not to be a
Public Record, or exempt from production due to the inclusion of trade
secret, confidential proprietary information, or any other reason for
exemption from production as a Public Record under the RTKL, the Funding
Recipient shall provide a written statement to PENNVEST within seven (7) days
of receipt of PENNVEST's request for the Requested Information. This
statement shall be signed by a representative of the Funding Recipient,
explaining why the Funding Recipient considers the Requested Information
exempt from public disclosure.

e. If such a written statement is timely provided, PENNVEST will rely upon it
in denying a RTKL request for the information. However, if PENNVEST
reasonably determines that such written statement is patently flawed or the
Requested Information is, on its face, clearly not protected from disclosure
under the RTKL, the Funding Recipient shall, subject to its rights of appeal,
provide the Requested Information within five (5) business days of
notification of PENNVEST's decision.

If the Funding Recipient fails to provide the Requested Information within
the five (5) business days, the Funding Recipient shall indemnify and hold
PENNVEST harmless from any damages, legal fees, penalties, detriment or harm,
including statutory damages assessed against PENNVEST that PENNVEST may incur
under the RTKL as a result of the Funding Recipient's failure to provide the
records.

f. The Funding Recipient shall be entitled to challenge or appeal any
decision of PENNVEST, the Commonwealth Office of Open Records ("OOR") or any
applicable court mandating the release of any record to the public which the
Funding Recipient believes is not properly subject to disclosure under the
RTKL; provided, however, that (i) the Funding Recipient shall be solely
responsible for all costs related to such action; and (ii) the Funding
Recipient shall indemnify and hold harmless PENNVEST from and against any and
all legal fees, damages, penalties, detriment or harm that PENNVEST may incur
under the RTKL as a result of such action, including any statutory damages
assessed against PENNVEST, regardless of the outcome of such legal challenge.
If the Funding Recipient does not appeal or is not successful after final
appeal from a determination by the OOR or Pennsylvania courts, the Funding
Recipient agrees to waive all rights or remedies that may be available to it
as a result of PENNVEST's subsequent disclosure of Requested Information
pursuant to such a decision by the OOR or Pennsylvania courts. PENNVEST will
reimburse the Funding Recipient for any costs associated with complying with
this provision, but only to the extent allowed under the fee schedule
established by the OOR, or as otherwise provided by the RTKL, if the fee
schedule is inapplicable.

g. Notwithstanding the foregoing, nothing set forth herein is intended, nor
shall it be construed, to expand the Funding Recipient's obligations, or
PENNVEST's authority, beyond those obligations and authority, respectively,
as are set forth in the RTKL, and the sole remedy for any failure by the
Funding Recipient to perform any obligation arising hereunder, or under the
RTKL, shall be limited to those specifically provided for pursuant to the
RTKL, and the failure of the Funding Recipient to comply with the provisions
of this Section shall not constitute a default or Event of Default under the
Funding Offer or the Funding Documents.

NUTRIENT/CARBON CREDITS The nutrient credits and or carbon credits (if any)
generated as a result of this subsidized funding, as well as any proceeds
derived from the subsequent sale of the same, shall be the property of
PENNVEST to the extent of the value of the subsidy. Thus a grant, principal
forgiveness offer or subsidized interest rate loan shall afford PENNVEST
ownership in the credits and proceeds derived there from in an amount equal
to the grant, principal forgiveness or interest rate subsidy provided.

CONSTRUCTION-RELATED TERMS & CONDITIONS

CONSTRUCTION START Funding Recipient agrees that construction shall not be
initiated prior to the Settlement Date unless Funding Recipient has obtained
prior written authorization from PENNVEST.

ENGINEERING Funding Recipient agrees, if applicable, to retain a licensed
engineer competent to design and/or implement the project and provide
construction oversight. Funding Recipient agrees to provide PENNVEST with
evidence of such engineer's agreement, including the engineer's total fee to
complete the project, in a form satisfactory to PENNVEST, prior to the
Settlement Date.

CONTINUING EDUCATION Funding Recipient agrees to comply with the continuing
education requirements set forth in the Pennsylvania Infrastructure
Investment Authority Act, March 1, 1988, P.L.82, No. 16, as
amended, 35 P.S. Section 751.10(j).

STEEL PRODUCTS Funding Recipient agrees to comply with the provisions of the
Steel Products Procurement Act, March 3, 1978, P.L. 6, No. 3, 73 P.S. Section
1881 et seq., in every construction contract awarded for this project.

REAL ESTATE Prior to Settlement on this Funding Offer, Funding Recipient
agrees to acquire all easements, rights-of-way, or other interests in real
property needed for the construction of the project, and to have its attorney
opine that all real property interests are free and clear of all liens and
encumbrances other than those liens and encumbrances which will not adversely
interfere with the project. If property interests are being acquired through
condemnation and appeal rights have not been waived, PENNVEST will not
conduct Settlement until the appeal period has expired and any preliminary
objections have been satisfactorily resolved. If PENNVEST assumes an interest
in real estate as a part of its collateral securing the PENNVEST funding,
Funding Recipient agrees to obtain an appraisal and survey of the real estate
and title insurance on the real estate on terms and conditions satisfactory
to PENNVEST.

PERMITS Funding Recipient agrees to obtain all permits needed for the
construction of the project prior to Settlement on this Funding Offer.
PENNVEST will not conduct Settlement until all appeal periods for such
permits have expired. If an appeal is filed, PENNVEST, in its sole
discretion, may choose not to conduct Settlement on this Funding Offer until
the appeal is satisfactorily resolved.

COMPLIANCE Funding Recipient agrees to comply with all local, state and
federal statutes, regulations, and permit requirements applicable to the
construction of the project and the operation of the project or system of
which the project is a component part.

BID REQUIREMENT Funding Recipient agrees that no specification for bids in
connection with the project financed by this Funding Offer shall be written
in such a manner as to contain proprietary, exclusionary, or discriminatory
requirements other than those based upon performance, unless such
requirements are necessary to test or demonstrate a specific thing or to
provide for necessary interchangeability of parts and equipment and, if
available, Funding Recipient shall include at least two brand names or trade
names of comparable quality or utility followed by the words "or equal".

CONSTRUCTION CONTRACTS Funding Recipient agrees to enter into written
contracts with parties constructing the project and to require insurance,
performance bonds and payment bonds covering the work to be performed.
Funding Recipient agrees to provide PENNVEST with evidence of such contracts,
insurance and bonds, in a form satisfactory to PENNVEST, prior to the
Settlement Date.

PERFORMANCE CERTIFICATION On the one-year anniversary of completion of the
project, Funding Recipient agrees, if applicable, to provide PENNVEST with
certification from a licensed engineer or other designated professional that
the design, construction, maintenance and operation of the project system is
consistent with the plans and specifications, as approved by PENNVEST and
DEP.

MINORITY/WOMEN BUSINESSES Funding Recipient agrees to take all necessary
affirmative steps to assure that minority firms, women's business
enterprises, and labor surplus area firms are used when possible. Affirmative
steps shall include:

i. Placing qualified small and minority businesses and women's business
enterprises on solicitation lists;

ii. Assuring that small and minority businesses and women's business
enterprises are solicited whenever they are potential sources;

iii. Dividing total requirements, when economically feasible, into smaller
tasks or quantities to permit maximum participation of small and minority
business, and women's business enterprises;

iv. Establishing delivery schedules, where the requirement permits, which
encourages participation by small and minority businesses, and women's
business enterprises;

v. Using the services and assistance of the federal Small Business
Administration and the Minority Business Development Agency of the federal
Department of Commerce; and

vi. Requiring the prime contractor, if subcontracts are to be let, to take
the affirmative steps listed above.

ASSET DEPRECIATION Funding Recipient agrees that it will depreciate the
applicable assets purchased or constructed using proceeds of the Loan and or
Grant on a straight line basis pursuant to Public Law 98-369, Act of July 11,
1984, known as the "Deficit Reduction Act of 1984".

BROWNFIELDS PROJECTS If the project receiving PENNVEST funding is being
performed on a Brownfields site, then Funding Recipient shall certify and
provide evidence satisfactory to PENNVEST that the purpose of the Brownfields
project is to encourage the cleanup or reuse of contaminated property
pursuant to Pennsylvania's Land Recycling and Environmental Remediation
Standards Act ("Act 2"), 35 P.S Section 6026.101 et seq., as administered
under the Pennsylvania Department of Environmental Protection ("DEP") Land
Recycling Program. Such evidence may include DEP review and approval of the
project under Act 2 standards and DEP review and approval of the means and
methods of remediation at the time of application, DEP review and approval of
any changes in the means and methods of remediation at the time of Settlement
and DEP review of the completed remediation project and release of the
Funding Recipient from liability at the time of project completion. For
purposes of this Funding Offer, the term construction includes remediation
work on Brownfields sites.

FUNDING ADDITIONAL COSTS OF CONSTRUCTION Prior to Settlement on this Funding
Offer, Funding Recipient agrees to provide evidence to PENNVEST of all other
sources of funding which will be used to finance any portion of the
construction costs for this project. Funding Recipient further acknowledges
that this Funding Offer does not obligate PENNVEST to finance any increase in
the cost of the construction for this project.

PROJECT SCOPE Funding Recipient agrees not to change the scope of the project
as presented to PENNVEST in its application, and any associated plans and
specifications, without the express written consent of PENNVEST. If prior to
Settlement a change of scope affects the project priority ranking previously
assigned to this project to the extent that it would not have been approved
by the PENNVEST Board of Directors, this Funding Offer, and any acceptance
thereof, shall be null and void.

MANAGEMENT TERMS & CONDITIONS

DISCRIMINATION Funding Recipient agrees not to discriminate on the basis of
race, color, religious creed, ancestry, age, sex, natural origin, non-job
related handicap or disability, or the use of a guide or support animal
because of the blindness, deafness or physical handicap against any
individual or independent contractor in activities funded by this Funding
Offer, and shall be in compliance with the Pennsylvania Human Relations Act,
Oct. 27, 1955, P.L. 744, No. 222, as amended, 43 P.S. Section 951 et seq.

CONTRACTOR RESPONSIBILITY Consistent with Commonwealth Management Directive
215.9, Contractor Responsibility Program, dated April 16, 1999, Funding
Recipient certifies that neither Funding Recipient nor any contractor or
supplier providing services on this project are under suspension or debarment
by the Commonwealth of Pennsylvania, any other state, or the federal
government. Funding Recipient further certifies that it has no delinquent tax
liabilities or other Commonwealth obligations. If any suspension, debarment
or delinquent obligation arises during the term of the agreement with
PENNVEST for financial assistance, Funding Recipient agrees to notify
PENNVEST within 15 days. Moreover, Funding Recipient agrees that failure to
provide such notice shall constitute a default of the agreement. Funding
Recipient agrees to be responsible for all necessary and reasonable costs
incurred by the Office of Inspector General in investigating compliance with
this provision when such investigation results in suspension or debarment of
Funding Recipient or a contractor providing services on this project.

CONTRACTOR INTEGRITY Funding Recipient agrees to comply, and to require
compliance by any contractors providing services on this project, with the
contractor integrity provisions set forth in Management Directive 215.8,
Contractor Integrity Provisions for Commonwealth Contracts, dated December
20, 1991.

INSPECTION/AUDIT Funding Recipient agrees that PENNVEST, or its agents and
representatives, shall have the right to inspect the project and audit the
financial condition of Funding Recipient at any and all reasonable times.
Funding Recipient further agrees to allow PENNVEST, or its agents and
representatives, to examine and make copies of its drawing, plans, books,
records, accounting data and other documents pertaining to the project or the
financial condition of Funding Recipient.

DEFAULT Funding Recipient agrees that PENNVEST, upon the occurrence of any of
the following events, may declare Funding Recipient in default and exercise
any available rights or remedies as PENNVEST deems necessary and appropriate:

a. Material Change. A material adverse change in conditions represented to
PENNVEST at or prior to Settlement on this Funding Offer relating to: (1) the
financial condition of the Funding Recipient or any guarantor, (2) the
Funding Recipient's ownership interest in or physical condition of the real
property required for the project, or (3) the nature/scope of the project; or

b. Bankruptcy. The filing by or against the Funding Recipient or any
guarantor of a petition in bankruptcy or insolvency, for reorganization or
the appointment of a receiver or trustee; or the making by the Funding
Recipient or any guarantor of an assignment for the benefit of creditors, or
in the event of any similar act or ordinance.

c. Suspension/Debarment. Failure to notify PENNVEST within 15 days of any
suspension or debarment of the Funding Recipient, its contractors or
suppliers by the Commonwealth of Pennsylvania, any other state or the federal
government, or failure to notify PENNVEST within 15 days of any delinquent
tax liability or other Commonwealth obligation of the Funding Recipient.

On behalf of the PENNVEST Board, I, Paul Marchetti, am authorized to make
this Funding Offer.

                                       /s/ Paul K. Marchetti
                                              Paul Marchetti
                                Executive Director, PENNVEST

Disclaimer

PENNVEST recognizes that there may be aspects of this offer that the
applicant may need to discuss during the loan closing process. In particular,
the applicant may wish to request modifications to some of the terms and
conditions contained in this offer. By signing this offer, the applicant is
not precluded from raising such issues and making such requests during the
loan closing process. PENNVEST will consider the merits of any such issues
that the applicant raises during this process.

Signed By: Accepted by Jeremy Rowland 11/3/2010 12:00:42 PM


            Last modified on 11/3/2010 12:00:42 PM by Jeremy Rowland


         (C) 2010 Commonwealth of Pennsylvania. All Rights Reserved.