Exhibit 10.4 - Fourth Amendment to Credit Agreement






FOURTH AMENDMENT TO

CREDIT AGREEMENT





        THIS FOURTH AMENDMENT made as of
the 14th day of May, 2004, by and between BIOANALYTICAL SYSTEMS, INC.
("Borrower") and THE PROVIDENT BANK ("Bank");





W I T N E S S E T H: 




        WHEREAS, as of October 29, 2002,
the parties hereto entered into a certain Credit Agreement, as amended (as
amended, the “Agreement”); and




        WHEREAS, the parties desire to
further amend the Agreement to, among other things, revise certain financial
covenants and to add collateral, subject to the terms contained
herein;




        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:




PART I.    AMENDATORY PROVISIONS




Article 1.    Definitions




        Section
1.1    Defined Terms.    Section
1.1 of the Agreement is hereby amended by substituting the following definitions
in lieu of the like existing definitions:




        “Borrowing
Base” means, on any date of determination, an amount equal to (a)
Eighty Percent (80%) of Borrower’s Eligible Accounts (excluding any
Accounts, or any portion thereof, which are considered unacceptable to Bank),
plus (b) the lesser of (i) Fifty Percent (50%) of Borrower’s raw
materials and finished goods Eligible Inventory or (ii) Sixty-Seven Percent
(67%) of Borrower’s Eligible Accounts, minus (c) the maximum credit
limit under Borrower’s corporate credit card issued by Bank,
plus (d) until the earlier of December 31, 2004 or upon the sale of Borrower’s
Baltimore, Maryland real estate, the sum of (i) One Million Five Hundred
Thousand Dollars ($1,500,000), minus (ii) the product of (A) Twenty-Five
Thousand Dollars ($25,000), multiplied by (B) as of any relevant date, the
number of full calendar months that have elapsed after the month of October
2002. (For example, in June, 2003, the amount added as part of the Borrowing
Base under clause (d) above will be One Million Five Hundred Thousand Dollars
($1,500,000) minus One Hundred Seventy-Five Thousand Dollars ($175,000)
(seven times Twenty-Five Thousand Dollars ($25,000)), or a total of One Million
Three Hundred Twenty-Five Thousand Dollars ($1,325,000)).




        “Fixed Charge Coverage
Ratio” means, with respect to Borrower, (a) the sum of (i) EBITDA,
minus (ii) Unfunded Capital Expenditures, plus (iii) Rentals,
divided by (b) the sum of (i) interest expense, plus (ii)
mandatory payments of all long term Indebtedness, plus (iii) taxes paid,
plus (iv) Rentals; in each instance determined for the trailing four (4)
quarter period ending on the date of determination, except that for purposes of
determining the Fixed Charge Coverage Ratio for the fiscal periods ending
December 31, 2003, June 30, 2004 and September 30, 2004, Unfunded Capital
Expenditures shall be exclusive of Unfunded Capital Expenditures related to
Borrower’s $1,810,000 construction project and new equipment purchased by
Borrower. The Fixed Charge Coverage Ratio shall be determined from the Financial
Statements.








	

	
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Article 3.    Security and Guaranty




        Section 3.1
Security.    Section 3.1 of the Agreement is hereby
amended by substituting the following paragraphs (c) and (d) in lieu of the
existing paragraph (c) thereof:



	
 
	
        (c)        a
Deed of Trust, Security Agreement and Fixture Filing, in the form prescribed by
Bank, constituting a first priority mortgage lien upon Borrower’s
Baltimore, Maryland real estate; and







	
 
	
        (d)        a
such other security interests as may be described in the Loan Documents.








Article 5.    Covenants




        Section
5.3.    Financial
Covenants.    Section 5.3 of the Agreement is hereby
amended by adding a new Section 5.3.6 as follows:



	
 
	
        5.3.6    
Minimum EBITDA.    Obtain EBITDA of not less than (a)
Three Million Seven Hundred Thousand Dollars ($3,700,000) as of June 30, 2004,
and (b) Four Million Eight Hundred Thousand Dollars ($4,800,000) as of September
30, 2004.








PART II.    WAIVER




        Bank hereby waives compliance by
Borrower with the provisions of Section 5.3.3 (Fixed Charge Coverage Ratio) of
the Agreement for fiscal period ending March 31, 2004. This waiver shall be in
force and effect solely for the referenced period, unless otherwise agreed by
Bank in the exercise of its sole discretion.




PART III.    CONTINUING EFFECT




        Except as expressly modified
herein:



	
 
	
        (a)        All
terms, conditions, representations, warranties and covenants contained in the
Agreement shall remain the same and shall continue in full force and effect,
interpreted, wherever possible, in a manner consistent with this Fourth
Amendment; provided, however, in the event of any irreconcilable
inconsistency, this Fourth Amendment shall control; 














	

	
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        (b)        All
The representations and warranties contained in the Agreement shall survive this
Fourth Amendment in their original form as continuing representations and
warranties of Borrower; and 







	
 
	
        (c)        All
Capitalized terms used in this Fourth Amendment, and not specifically herein
defined, shall have the meanings ascribed to them in the Agreement. 








        In consideration hereof,
Borrower represents, warrants, covenants and agrees that:



	
 
	
        (aa)        All
Each representation and warranty set forth in the Agreement, as hereby amended,
remains true and correct as of the date hereof in all material respects, except
to the extent that such representation and warranty is expressly intended to
apply solely to an earlier date and except changes reflecting transactions
permitted by the Agreement; 







	
 
	
        (bb)        All
There currently exist no offsets, counterclaims or defenses to the performance
of the Obligations (such offsets, counterclaims or defenses, if any, being
hereby expressly waived); 







	
 
	
        (cc)        All
Except as expressly waived in writing by Bank, there has not occurred any
Default or Unmatured Default; and 







	
 
	
        (dd)        All
After giving effect to this Fourth Amendment and any transactions contemplated
hereby, no Default or Unmatured Default is or will be occasioned hereby or
thereby. 








PART IV.    CONDITIONS PRECEDENT




        Notwithstanding anything
contained in this Fourth Amendment to the contrary, Bank shall have no
obligation under this Fourth Amendment until each of the following conditions
precedent have been fulfilled to the satisfaction of Bank:




        (a)        
Each of the conditions set forth in Section 6.2 of the Agreement shall have been
satisfied;




        (b)        
Bank shall have received this Fourth Amendment, duly executed, and Bank shall
have received the Participant’s Consent attached hereto, duly executed by
Fifth Third Bank (Central Indiana);




        (c)        
A duly executed certificate of the Secretary or any Assistant Secretary of
Borrower (A) certifying as to attached copies of Resolutions of the Board of
Directors of Borrower authorizing the execution, delivery and performance of the
Loan Documents, as amended, (B) certifying as complete and correct as to
attached copies of the Articles of Incorporation and By-Laws of Borrower or
certifying that such Articles of Incorporation or By-Laws have not been amended
(except as shown) since the previous delivery thereof to Bank;




        (d)        
Bank shall have received the Deed of Trust for Borrower’s Baltimore,
Maryland real estate, duly executed by Borrower in the form prescribed by
Bank;




        (e)        
Bank shall have received a satisfactory clean title search for Borrower’s
Baltimore, Maryland real estate;











	

	
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        (f)        
Bank shall have received satisfactory evidence of insurance as required by the
Deed of Trust for Borrower’s Baltimore real estate;




        (g)        
Bank shall have received a $32,000 amendment/waiver fee from Borrower, and
Borrower shall have reimbursed Bank for all legal fees and other expenses
incurred by Bank in connection with this Fourth Amendment and the transactions
contemplated hereby.




        IN WITNESS WHEREOF, Borrower and
Bank have caused this Fourth Amendment to be executed by their respective
officers duly authorized as of the date first above written.



	 	
“BORROWER”



BIOANALYTICAL SYSTEMS, INC.







By:  Michael R. Cox

Its:  VP-Finance





“BANK”



THE PROVIDENT BANK







By:  Jeffrey A. Salesman

Its:  Vice President













	

	
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PARTICIPANT’S CONSENT






        The undersigned, the
“Participant” under that certain Participation Agreement dated
as of October 29, 2002 between the The Provident Bank (the
“Bank”) and the undersigned, hereby consents to the execution
and delivery by the Bank and Bioanalytical Systems, Inc. of the attached Fourth
Amendment to Credit Agreement and further consents to the terms contained
therein. The undersigned further agrees that the obligations of the undersigned
under the Participation Agreement are hereby ratified, confirmed and reaffirmed
in all respects.




        IN WITNESS WHEREOF, the
undersigned has caused this Consent to be executed by its officer duly
authorized as of the 14th day of May, 2004.


	 	
FIFTH THIRD BANK (CENTRAL INDIANA)







By:  Sheridan Sanders

Its:  Vice President













	

	
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