FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “ Fourth Amendment ”) dated as of the 17th day of July, 2009, is by and between BIOANALYTICAL SYSTEMS, INC. (“ Borrower ”) and NATIONAL CITY BANK (“ Bank ”);

WHEREAS, as of January 4, 2005, the parties hereto entered into a certain Credit Agreement, as amended (as amended, the “ Agreement ”);

WHEREAS, the parties desire to further amend the Agreement, subject to the terms contained therein;

NOW, THEREFORE, in consideration of the premises, and the mutual promises herein contained, the parties agree that the Agreement shall be, and it hereby is, amended as provided herein and the parties further agree as follows:

2.1            Line of Credit Commitment .  Section 2.1 of the Agreement is hereby amended by substituting the following new Section 2.1 in lieu of the existing Section 2.1:

2.1   Line of Credit Commitment.   Subject to the terms and conditions of this Agreement, Bank shall make Advances under the Line of Credit available to Borrower in a maximum principal amount equal to the lesser of: (a) Three Million Dollars ($3,000,000), or (b) the Borrowing Base.  Advances under the Line of Credit shall be evidenced by the Replacement Credit Note in the form attached hereto.  All Advances under the Line of Credit (whether currently outstanding or to be made) shall constitute Eurodollar Rate Advances.

2.2 Interest; Unused Fees and Rate Selection .  Section 2.2 of the Agreement is hereby amended by substituting the following new Section 2.2 in lieu of the existing Section 2.2:

2.2.1.   Line of Credit – Interest.   Prior to maturity or Default, the outstanding principal balance of Advances under the Line of Credit shall bear interest at a per annum rate equal to LIBOR plus Five Percent (5%).  In the event that LIBOR shall become unavailable, the outstanding principal balance of Advances under the Line of Credit shall bear interest at a per annum rate equal to the Prime Rate plus Two Percent (2%).

2.2.2.   General.   Interest shall be due and payable for the exact number of days principal is outstanding and shall be calculated on the basis of a three hundred sixty (360) day year.  Any change in the interest rates occasioned by a change in LIBOR shall be effective on the same day as the change in LIBOR.  After the maturity of any Facility, whether by acceleration or otherwise, and while and so long as there shall exist any uncured Default, the Facilities shall bear interest at a per annum rate equal to Four Percent (4%) above the otherwise applicable rates.

2.2.3.   Unused Fee/Reduction of Line of Credit Commitment.   Borrower shall pay to Bank from and after the date hereof until the date on which Bank’s commitment under the Line of Credit is terminated in whole, an unused fee accruing at the rate of the Applicable Fee per annum on the average daily unborrowed portion of the Line of Credit minus outstanding Letters of Credit.  All such unused fees payable under this clause shall be payable quarterly in arrears on the last day of each fiscal quarter of Borrower occurring after the date hereof (with the first such payment being calculated for the period from the date hereof and ending on March 31, 2005), and, in addition, on the date on which the Bank’s commitment under the Line of Credit is terminated in whole.  Such unused fee shall be calculated on the basis of the actual number of days elapsed and a three hundred sixty (360) day year.  Borrower may permanently reduce the Bank’s commitment under the Line of Credit, in whole or in part, in integral multiples of One Million Dollars ($1,000,000), upon at least three (3) Banking Days’ written notice to Bank, which notice shall specify the amount of any such reduction; provided, however, that the amount of Bank’s commitment under the Line of Credit may not be reduced below the aggregate principal amount outstanding thereunder.

2.2.4.   Interest Rate Selection – Eurodollar Rate Option.   [Intentionally left blank].

2.4   Issuance of Letters of Credit .  Section 2.4 of the Agreement is hereby amended by substituting the following new Section 2.4 in lieu of the existing Section 2.4:

2.4   Issuance of Letters of Credit.   Subject to the terms and conditions hereof, the Line of Credit, at the option of Borrower upon delivery of a proper Letter of Credit Application, in the form prescribed by Bank, may also be utilized in the form of Letters of Credit issued by Bank for the account of Borrower.  Each Letter of Credit shall have an expiration date not later than the earlier of twelve (12) months from the date of issuance, or the Line of Credit Maturity Date.  The aggregate of the Letters of Credit outstanding at any time plus the aggregate amount of unreimbursed drawings under the Letters of Credit shall not exceed the lesser of the unborrowed available portion of the Line of Credit or Seven Hundred Fifty Thousand Dollars ($750,000.00).  The amount of any Letter of Credit outstanding at any time for all purposes hereof shall be the maximum amount which could be drawn thereunder under any circumstances from and after the date of determination.  The Letters of Credit and each unreimbursed drawing thereunder shall count against and reduce the available amount under the Line of Credit by the amount of any Letter of Credit outstanding unless and until such Letter of Credit expires by its terms or otherwise terminates or the amount of a drawing thereunder is reimbursed, in which event the Line of Credit shall be reinstated by the amount of such Letter of Credit or the amount of such reimbursement, as the case may be.  Each such Letter of Credit shall conform to the general requirements of Bank for the issuance of such credits, as to form and substance, shall be subject to the Uniform Customs and Practices for Documentary Credits (1993 Revision) International Chamber of Commerce Publication No. 500 or International Standby Practices Publication 590 of the International Chamber of Commerce and shall be a letter of credit which Bank may lawfully issue.  If and to the extent a drawing is at any time made under any Letter of Credit, Borrower agrees to pay to Bank immediately and unconditionally upon demand for reimbursement, in lawful money of the United States, an amount equal to each amount which shall be so drawn, together with interest from the date of such drawing to and including the date such payment is reimbursed to Bank or converted to an Advance under the Line of Credit as provided herein.  Until demand for reimbursement, such interest shall be calculated at a variable per annum rate equal to LIBOR plus Five Percent (5%), and interest shall be calculated after such demand at a variable per annum rate equal to LIBOR plus Nine Percent (9%).  In the event that LIBOR shall become unavailable, such interest shall be calculated at a variable per annum rate equal to the Prime Rate plus Two Percent (2%), and interest shall be calculated after such demand at a variable per annum rate equal to the Prime Rate plus Six Percent (6%).  All such interest shall be calculated on the basis that an entire year’s interest is earned in three hundred sixty (360) days.  Bank shall convert automatically the reimbursement obligations of Borrower arising out of any such drawing into Advances under the Line of Credit so long as the Line of Credit has not expired, and Borrower hereby irrevocably authorizes Bank to refinance, without notice to Borrower, the reimbursement obligation of Borrower arising out of any such drawing into Advances under the Line of Credit, evidenced by the Credit Note and for all purposes under, on and subject to the terms and conditions of this Agreement, without regard to the conditions precedent to making an Advance under the Line of Credit or to any requirement of this Agreement that each Advance be a minimal amount or multiple.  This Agreement and the other Loan Documents shall supersede any terms of any letter of credit applications or other documents which are irreconcilably inconsistent with the terms hereof or thereof.  Borrower agrees to pay to Bank, at the time of issuance, Letter of Credit fees equal to the Applicable Fee of the face amount of each commercial Letter of Credit and the Applicable Fee per annum of each standby Letter of Credit.  Such Letter of Credit fees shall be due and payable upon issuance and thereafter quarterly in advance on the first day of each calendar quarter and shall be calculated on the basis that an entire year consists of three hundred sixty (360) days.  Such fees shall not be reduced or refundable for any reason.  Borrower shall also pay Bank’s reasonable and customary costs of issuing, servicing, and negotiating draws under the Letters of Credit.  Borrower hereby authorizes Bank to collect such fees by deducting the amount thereof from any account of Borrower at Bank.

2.9.1.   Line of Credit .  Section 2.9.1 of the Agreement is hereby amended by substituting the following new Section 2.9.1 in lieu of the existing Section 2.9.1:

Borrower shall give Bank email, telex or telegraphic notice of its intention to borrow under the Line of Credit (a “Borrowing Base Request”) by not later than 10:00 a.m. (Indianapolis time) on the proposed borrowing date, which shall be a Banking Day.  With each d