Amended
and Restated


Sixth
Amendment To Loan Agreement


 


This Amended and Restated
Sixth Amendment to Loan Agreement (“Amendment”) is dated effective as of November 1, 2012, and is between Regions Bank,
an Alabama banking corporation, as successor by merger to Union Planters Bank, N.A. (“Lender”) and Bioanalytical Systems,
Inc., an Indiana corporation (“Borrower”).


 


Recitals


 


Lender, Borrower and
BAS Evansville, Inc. (“BAS”) entered into a certain Loan Agreement dated October 29, 2002, as amended by a certain
Amendment to Loan Agreement dated June 1, 2004 and a certain First Amendment to Loan Agreement dated February 11, 2008 (collectively,
the “Prior Loan Agreement”) in connection with (i) a certain Promissory Note (Term Loan) executed by Borrower in favor
of Lender in the original principal amount of $5,410,000.00 dated October 29, 2002, as amended by Amendment to Promissory Note
(Term Loan) dated June 1, 2004, (ii) a certain Promissory Note (Loan (West Lafayette)) executed by Borrower in favor of Lender
in the original principal amount of $2,250,000.00 dated October 29, 2002, as amended by Amendment to Promissory Note (Loan (West
Lafayette)) dated June 1, 2004, and (iii) a certain First Replacement Promissory Note (Loan (Mt. Vernon)) executed by Borrower
and BAS in favor of Lender in the original principal amount of $1,698,540.11 dated February 11, 2008 (“Mt. Vernon Note”)
(all notes listed in this recital are collectively, the “Prior Notes”). As security for the Prior Loan Agreement and
the Prior Notes, Borrower granted to Lender a certain Real Estate Mortgage and Security Agreement (Fixture Filing) (West Lafayette)
dated October 29, 2002, and recorded on November 19, 2002, as Instrument No. 02037358 with the Office of the Recorder of Tippecanoe
County, Indiana, and BAS Evansville, Inc. granted to Lender a certain Real Estate Mortgage and Security Agreement (Fixture Filing)
(Mt. Vernon) dated October 29, 2002, and recorded on November 13, 2002, as Instrument No. 20027318 with the Office of the Recorder
of Posey County, Indiana (collectively, the “Prior Mortgages”).


 


Lender and Borrower
entered into a certain Loan Agreement dated December 18, 2007, as amended by a certain First Amendment to Loan Agreement dated
January 3, 2008, a certain Second Amendment to Loan Agreement dated May 18, 2009, a certain Third Amendment to Loan Agreement dated
January 13, 2010, a certain Fourth Amendment to Loan Agreement dated November 29, 2010 and a certain Fifth Amendment to Loan Agreement
dated effective as of February 11, 2011 (as the same may be further amended from time to time, collectively, the “Loan Agreement”).


 


To further secure the
Indebtedness of Borrower to Lender, BAS executed and delivered to Lender a certain Unconditional Unlimited Continuing Guaranty
dated January 13, 2010 whereby BAS guarantied the Indebtedness of Borrower to Lender (the “Guaranty”). (The Prior Loan
Agreement, the Prior Mortgages, the Loan Agreement and the Guaranty, together with any and all promissory notes and any other commercial
documents and agreements executed in connection therewith collectively are the “Loan Documents.”)


 


The parties desire
to amend the Loan Agreement to modify certain terms of the Loan Agreement, as herein provided.


 


 



    	 



    	 



    
 


Terms


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual obligations of the parties hereto, the Loan Agreement is hereby amended as follows:





  


1.
 Amendments to the Loan Agreement.


 


A. Section
1 (Definitions) the definition of “Term Loan Maturity Date” is amended to mean October 31, 2013.


 


B.Section
2 (Term Loan). Section 2 (Term Loan) is amended to read: Lender shall lend to Borrower and Borrower shall borrow from Lender
the amount of $5,786,496.72 pursuant to the terms and conditions in the Loan Agreement and
in that certain Amended and Restated Replacement Term Loan Note dated effective as of November 1, 2012.


 


C.Section
5 (Fees and Expenses). Section 5 is amended to provide that Borrower shall pay to Lender a non-refundable commitment fee in
the amount of $15,000.00 in connection with this Amendment, payable in full upon execution of this Amendment.


 


2.Continuing
Effect. All other terms, conditions, representations, warranties and covenants contained in the Loan Agreement shall
remain the same and shall continue in full force and effect. In consideration hereof, Borrower represents and warrants that each
representation and warranty set forth in the Loan Agreement, as hereby amended, remains true and correct as of the date hereof,
except to the extent that such representation and warranty is expressly intended to apply solely to an earlier date, that there
presently exist no known offsets, counterclaims or defenses to the performance of the obligations under the Instruments (collectively,
the “Obligations”) (such known offsets, counterclaims or defenses, if any, being hereby expressly waived), and that
Borrower has no other known claims, demands, allegations or rights of action of any nature based on any matter arising from or
related to the Obligations or Borrower’s relationship with the Lender (such known claims, demands, allegations or rights
of action, if any, being hereby expressly waived) nor has there occurred any Event of Default under the Loan Agreement or any
of the Instruments, and that there will be no Event of Default after giving effect to the transactions contemplated by this Amendment.
The representations and warranties contained in the Loan Agreement originally shall survive this Amendment in their original form
and shall survive as continuing representations and warranties of Borrower. Except as expressly herein provided, the Loan Agreement
and this Amendment shall be interpreted, wherever possible, in a manner consistent with one another, but in the event of any irreconcilable
inconsistency, this Amendment shall control. The parties each hereby agree to cooperate in all reasonable requests of each other
party hereto, including, without limitation, the authentication of financing statements and other documents, which the requesting
party deems reasonable, necessary, appropriate or expedient to carry out the intents and purposes of this Amendment. Capitalized
terms used herein and not specifically herein defined shall have the meanings ascribed in the Loan Agreement.


 






    	 



    	 



    



 


3.Conditions
Precedent. Notwithstanding anything contained in this Amendment to the contrary, the Lender shall have no obligation
under this Amendment until each of the following conditions precedent have been fulfilled to the satisfaction of the Lender:


 


(a)The Lender shall have
received each of the following, in form and substance satisfactory to the Lender:


 


(1)This
Amendment and such other instruments, documents and opinions as the Lender shall reasonably require, all duly executed by the
parties thereto in the forms approved by the Lender;


 


(2)The
Amended and Restated Replacement Term Loan Note dated effective as of November 1, 2012 executed by the Borrower;


 


(3)A
Consent and Confirmation of Guaranty executed by BAS;


 


(4)All
reasonable expenses of the Lender (including, without limitation, reasonable attorneys’ fees), shall have been reimbursed
by Borrower.


 


(b)All legal matters incident
to this Amendment shall be reasonably satisfactory to the Lender and its counsel.


 


4.Counterparts.
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument. Facsimile signatures will be deemed acceptable and binding.


 


5.Not
a Novation. This Amendment is a modification only and not a novation. Except for the above-referenced modifications
the Loan Documents and any other agreement or security document, and all the terms and conditions thereof, shall be and remain
in full force and effect with the changes herein deemed to be incorporated therein. This Amendment completely replaces and supercedes
a certain Sixth Amendment to Loan Agreement dated effective as of November 1, 2012 and executed by Borrower on November 8, 2012.


 


 



    	 



    	 



    
 







The parties are signing
this Amendment effective as of the date stated in the introductory paragraph.


 


LENDER:


REGIONS BANK


 


 


 


By:                                                                                                 


Michael F.
Zingraf, Senior Vice President


 


BORROWER:


BIOANALYTICAL SYSTEMS, INC.


 


 


 


By:                                                                                                 


Jacqueline
Lemke


Vice President
of Finance and Administration


 


STATE OF INDIANA           )


                                                  )                    SS:


COUNTY OF ___________)


 


Before me, the undersigned
Notary Public, personally appeared Jacqueline Lemke, the Vice President of Finance and Administration of Bioanalytical Systems,
Inc., an Indiana corporation, who on behalf of said entity acknowledged the execution of the foregoing instrument and swore to
the truth of the statements made therein.


 


Witness my hand and
Notarial Seal this _____ day of December, 2012.


 


	
        My commission expires:

         

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        _______________________________________

        Notary Public

	
        County of Residence:

         

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        Printed