Item 1.01 Entry into a Material Definitive Agreement.
On March 27, 2020 Bioanalytical Systems, Inc. (the "Company") entered into an
amendment (the "Amendment") to its Amended and Restated Credit Agreement with
First Internet Bank of Indiana, dated December 1, 2019. Among other things, the
Amendment modified the definition of Adjusted EBITDA, including for purposes of
covenant calculations. As amended, the calculation of Adjusted EBITDA includes
(i) the addition of a decreasing amount of proforma EBITDA from Pre-Clinical
Research Services, Inc. (which the Company acquired in the first quarter of
fiscal 2020) for each quarter of fiscal 2020 and (ii) the addition or
subtraction of certain non-cash expenses or income recognized. The Amendment
also reflects the modification of the Company's Initial Capex Line (as described
in the Company's Form 10-Q for the period ended December 31, 2019) in the form
of a term loan note with a principal balance of $948,368.61 equal to the amount
that remained outstanding under the Initial Capex Line and an extended maturity
through June 30, 2025 (the "Note"). The Note calls for interest on the principal
balance outstanding from time to time at a fixed per annum rate equal to 4.00%,
with interest only payments due monthly through July 30, 2020. Commencing August
1, 2020, and on the first day of each monthly period thereafter until and
including on the maturity date, the Note requires payments of principal and
interest in monthly installments equal to $17,491.84.
The foregoing summary of the Amendment does not purport to be complete and is
qualified in its entirety by reference to the Amendment, a copy of which will be
filed with the Company's Form 10-Q for the quarterly period ended March 31,
2020.
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