EX-10.4





Exhibit 10.4


SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




     THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
“Agreement”) is dated as of the 30th day of May, 2008 and is by and among MISTRAS GROUP,
INC. (formerly known as Mistras Holdings Corp.), a Delaware corporation (the “Borrower”), BANK OF
AMERICA, N.A., as Agent, Co-Lead Bookrunner and L/C Issuer (the “Agent”), JPMORGAN CHASE BANK,
N.A., as Co-Lead Bookrunner (“JPMorgan Chase”) and each lender from time to time party hereto
(collectively, “Lenders” and individually, a “Lender”).



W I T N E S S E T H:




     WHEREAS, the Borrower, the Agent, JPMorgan Chase and the Lenders, are parties to that certain
Amended and Restated Credit Agreement dated as of April 23, 2007, effective as of October 31, 2006,
as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of
December 14, 2007 (collectively, the “Credit Agreement”); and



     WHEREAS, the Borrower has requested that the Lenders temporarily increase the Aggregate
Revolving Loan Commitments from $15,000,000 to $20,000,000.



     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



     1. Defined Terms. Except as otherwise indicated herein, all words and terms defined
in the Credit Agreement shall have the same meanings when used herein.



     2. Amendment to Credit Agreement. Schedule 2.01 to the Credit Agreement is hereby
deleted in its entirety and replaced with the revised Schedule 2.01 attached hereto.



     3. Substitute Revolving Notes. Concurrently herewith: (1) the Borrower is executing
and delivering to the Lenders Substitute Revolving Notes, each in the maximum principal amount of
$10,000,000 (the “Revolving Notes”), subject to reduction to $7,500,000 upon the terms and
conditions set forth in the Revolving Notes, in substitution for, but not in repayment of, the
Substitute Revolving Notes dated April 23, 2007, each in the maximum principal amount of
$7,500,000, previously issued by the Borrower to the Lenders (the “Prior Notes”), and (2) the
Lenders are delivering to the Borrower the Prior Notes, marked cancelled. The execution and
delivery by the Borrower of the Revolving Notes pursuant to the provisions hereof shall not
constitute a refinancing, repayment, accord and satisfaction or novation of the Prior Notes or the
indebtedness evidenced thereby.



     4. Representations and Warranties. In order to induce the Agent and the Lenders to
enter into this Agreement and amend the Credit Agreement as provided herein, the Borrower hereby
represents and warrants to the Agent and the Lenders that:



          (a) All of the representations and warranties of the Borrower set forth in the Credit
Agreement and the Loan Documents are true, complete and correct in
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material respects on and as of the date hereof with the same force and effect as if made on
and as of the date hereof and as if set forth at length herein.




          (b) No Default or Event of Default presently exists and is continuing on and as of the date
hereof and no Default or Event of Default will be caused by or result from the closing of the
Acquisition Loan, the funding of the Acquisition Loan or the consummation of the transactions
contemplated under the Acquisition Loan.




          (c) Since the date of the Borrower’s most recent financial statements delivered to the Agent,
no material adverse change has occurred in the business, assets, liabilities, financial condition
or results of operations of the Borrower, and no event has occurred or failed to occur which has
had a material adverse effect on the business, assets, liabilities, financial condition or results
of operations of the Borrower.




          (d) The Borrower has full power and authority to execute, deliver and perform any action or
step which may be necessary to carry out the terms of this Agreement and all other documents
executed in connection herewith (this Agreement and all such other documents are collectively
referred to herein as the “Amendment Documents”); each Amendment Document to which the
Borrower is a party has been duly executed and delivered by the Borrower and is the legal, valid
and binding obligation of the Borrower enforceable in accordance with its terms, subject to any
applicable bankruptcy, insolvency, general equity principles or other similar laws affecting the
enforcement of creditors’ rights generally.




          (e) The execution, delivery and performance of the Amendment Documents by the Borrower will
not (i) violate any provision of any existing law, statute, rule, regulation or ordinance, (ii)
conflict with, result in a breach of, or constitute a default under (A) the certificate of
incorporation or by-laws of the Borrower, (B) any order, judgment, award or decree of any court,
governmental authority, bureau or agency, or (C) any mortgage, indenture, lease, contract or other
agreement or undertaking to which the Borrower is a party or by which the Borrower or any of its
properties or assets may be bound, or (iii) result in the creation or imposition of any lien or
other encumbrance upon or with respect to any property or asset now owned or hereafter acquired by
the Borrower, other than Liens in favor of the Lenders.




     (f) No consent, license, permit, approval or authorization of, exemption by, notice to, report
to, or registration, filing or declaration with any person is required in connection with the
execution, delivery, performance or validity of the Amendment Documents or the transactions
contemplated thereby.



     5. No Defenses. The Borrower acknowledges that, as of May 21, 2008, the outstanding
principal balance of the Substitute Revolving Note in favor of Bank of America, N.A. dated as of
April 23, 2007 was $6,908,455.60, the outstanding principal balance of the Substitute
Revolving Note in favor of JPMorgan Chase dated as of April 23, 2007 was $6,908,455.60, the
outstanding principal balance of the Substitute Term Note in favor of Bank of America, N.A dated as
of April 23, 2007 was $11,250,000.00, and the outstanding principal balance of the
Substitute Term Note in favor of JPMorgan Chase dated as of April 23, 2007 was
$11,250,000.00. The Borrower acknowledges and agrees that as of the date hereof it has no
defenses, offsets or counterclaims to its




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Obligations to the Agent and/or the Lenders under the Credit Agreement or any other Loan
Document and hereby waives and releases all claims against the Agent and Lenders with respect to
the Obligations and the documents evidencing or securing the same.



     6. Agent and Lender Costs. The Borrower shall reimburse the Agent and Lenders on
demand for all costs incurred in connection with this transaction, including but not limited to
legal, searches, filings and other expenses incurred in connection with this Agreement and the
other Amendment Documents, whether or not the transactions contemplated under this Agreement are
completed. The Borrower irrevocably authorizes the Agent to charge the Borrower’s Master Account
for the amount of such fees and expenses.



     7. No Change. Except as expressly set forth herein, all of the terms and provisions
of the Credit Agreement shall continue in full force and effect.



     8. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New Jersey.



     9. Counterparts. This Agreement may be signed in several counterparts, each of which
shall be an original and all of which shall constitute one and the same instrument.



[Signatures on following pages]




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     IN WITNESS WHEREOF, the undersigned have caused their duly authorized representatives to
execute and deliver this Agreement as of the day and year first above written.



	 	 	 	 	 
	 	MISTRAS GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Lender,

Co-Lead Bookrunner and L/C Issuer

 	 
	 	By:  	 	 
	 	 	Name:  	William T. Franey 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A. as a
Lender and Co-Lead Bookrunner	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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SCHEDULE 2.01




COMMITMENTS

AND APPLICABLE PERCENTAGES




	 	 	 	 	 	 	 	 	 
	 	 	Revolving Loan	 	 	 	 
	 	 	Commitment during all periods	 	 	 	 
	 	 	other than Temporary Increase	 	 	 	 
	Lender	 	Period (as defined below)	 	Applicable Percentage
	 
	Bank of America, N.A.
	 	$	7,500,000	 	 	 	50.000000000	%
	JPMorgan Chase Bank, N.A.
	 	$	7,500,000	 	 	 	50.000000000	%
	 
	 	 	 	 	 	 	 
	Total
	 	$	15,000,000	 	 	 	100.000000000	%






	 	 	 	 	 	 	 	 	 
	 	 	Revolving Loan	 	 	 	 
	 	 	Commitment during Temporary	 	 	 	 
	Lender	 	Increase Period only	 	Applicable Percentage
	 
	Bank of America, N.A.
	 	$	10,000,000	 	 	 	50.000000000	%
	JPMorgan Chase Bank, N.A.
	 	$	10,000,000	 	 	 	50.000000000	%
	 
	 	 	 	 	 	 	 
	Total
	 	$	20,000,000	 	 	 	100.000000000	%






	 	 	 	 	 	 	 	 	 
	 	 	Term Loan	 	 	 	 
	Lender	 	Commitment	 	Applicable Percentage
	 
	Bank of America, N.A.
	 	$	12,500,000	 	 	 	50.000000000	%
	JPMorgan Chase Bank
	 	$	12,500,000	 	 	 	50.000000000	%
	 
	 	 	 	 	 	 	 
	Total
	 	$	25,000,000	 	 	 	100.000000000	%





“Temporary Increase Period” means the period beginning on May ___, 2008 and ending on the
earlier to occur of (i) the closing of the proposed amendment to this Credit Agreement
providing for a $20,000,000 acquisition term loan to be extended to the Borrower by the Lenders and
(ii) July 31, 2008.



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