8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 12, 2012

ENGlobal Corporation

(Exact name of registrant as specified in its charter)

Nevada	001-14217	88-0322261
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

654 N. Sam Houston Parkway E., Suite 400, Houston, Texas	77060-5914
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:   281-878-1000

______________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
	[   ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	[   ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On April 5, 2012, the Registrant issued a press release announcing that it had entered into a Limited Waiver and Amendment to its Credit Facility with Wells Fargo Bank, NA, effective April 5, 2012.  The agreement provided for a waiver of covenant violations for the period ending December 31, 2011 and extended the maturity date of the facility to May 31, 2012. The Company is in the process of negotiating a new credit facility with other senior lenders and believes that such a facility will be in place on or prior to the new expiration date of the Wells Fargo facility. The outstanding balance on the facility as of December 31, 2011 was approximately $16.4 million.  Copies of the new credit agreement and the press release are attached to this filing as Exhibits 10.1 and 99.1, respectively, and are incorporated herein by reference.

Item 2.02. Results of Operation and Financial Condition

On April 12, 2012, the Registrant issued a press release with respect to the Company's performance during the fourth quarter and fiscal year ended December 31, 2011.  The original press release contained the following typographical errors:

1.   Removed the words “from continuing operations” in the net income (loss) paragraph that begins “For fiscal year 2011,…”;

2.   The “Engineering & Construction” line item of the second table in the column labeled Quarter Ended December 31, 2011 table should have stated $47.1 million in Total Revenue;

3.   The “Consolidated” line item of the second table in the column labeled Quarter Ended December 31, 2010 table should have stated 8.1% Gross Margin and 3.0% Operating Margin; and

4.   The Net Income (Loss) line item in the table labeled “Financial Highlights” should have stated “$(3,972)” and “$(496)” thousand in the column labeled Quarter Ended December 31, 2011 and 2010, respectively.

The amounts have been corrected in Exhibit 99.1 below. The errors were a clerical oversight by the Company and does not materially affect its results of operations and financial condition for the quarter and fiscal year ended December 31, 2011, as reported in the Company’s press release issued on April 12, 2012 and included in this current report on Form 8-K.

A copy of the corrected press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(c)   Exhibits.

Number	Exhibit
10.1	Limited Waiver and First Amendment to First Amended and Restated Credit Agreement and Revolving Line of Credit Note between ENGlobal and Wells Fargo Bank dated April 5, 2012
99.1	Press Release, dated April 12, 2012, of ENGlobal Corporation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENGlobal Corporation
Date:           April 17, 2012	/s/ Natalie S. Hairston
	Natalie S. Hairston Vice President - Investor Relations, Chief Governance Officer and Corporate Secretary

EX-10.1

EXHIBIT 10.1

LIMITED WAIVER AND FIRST AMENDMENT TO FIRST AMENDED AND

RESTATED CREDIT AGREEMENT AND REVOLVING LINE OF CREDIT NOTE

THIS LIMITED WAIVER AND FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT AND REVOLVING LINE OF CREDIT NOTE (this “Amendment”), is made and entered into as of April 5, 2012,  by and between ENGlobal Corporation, a Nevada corporation (“Borrower”), and Wells Fargo Bank, National Association (“Bank”).

RECITALS:

WHEREAS, Borrower and Bank are parties to that certain First Amended and Restated Credit Agreement dated as of August 1, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), whereby Bank has extended to Borrower a revolving line of credit in an amount up to thirty five million dollars ($35,000,000.00) pursuant to the Agreement and the other Loan Documents; and

WHEREAS, the indebtedness of Borrower under the Agreement is evidenced by that certain Revolving Line of Credit Note dated as of June 24, 2011 by Borrower in favor of Bank in the aggregate principal amount of thirty five million dollars ($35,000,000.00) (as amended, restated, supplemented or otherwise modified from time to time, the “Note”); and

WHEREAS, ENGlobal U.S. Inc., ENGlobal Emerging Markets, Inc., and ENGlobal Government Services, Inc. (collectively, the “Guarantors”, and each a “Guarantor”) each executed a certain Continuing Guaranty (collectively the “Guaranties”) dated as of February 28, 2011, pursuant to which each of the Guarantors guaranteed to Bank the payment of the Indebtedness (as defined in the Guaranties); and

WHEREAS, Borrower and the Guarantors have requested that Bank waive a certain Event of Default under the Agreement and make certain amendments to the Agreement and the Note; and

WHEREAS, Bank is willing to waive such Event of Default and make such amendments, in each case, subject to the terms and conditions set forth herein;

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

ARTICLE 1

DEFINITIONS

Section 1.1Definitions.  Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meanings as in the Agreement, as amended hereby.

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ARTICLE 2

AMENDMENTS TO THE AGREEMENT

Section 2.1Amendment to Section 1.1(a).  Effective as of the date hereof, the first sentence of Section 1.1(a) of the Agreement is hereby amended in its entirety to read as follows:

“Subject to the terms and conditions of this Agreement, Bank hereby agrees to make advances to Borrower from time to time up to and including May 31, 2012, not to exceed at any time the aggregate principal amount of Thirty Five Million Dollars ($35,000,000.00) (“Line of Credit”), the proceeds of which shall be used to finance Borrower’s working capital requirements.”

Section 2.2Amendment to Section 1.2(c).  Effective as of the date hereof, Section 1.2(c) is hereby amended in its entirety to read as follows:

“Borrower shall pay to Bank a fee equal to 50 basis points (0.50%) per annum (computed on the basis of a 360-day year, actual days elapsed) on the average daily unused amount of the Line of Credit, which fee shall be calculated on a quarterly basis by Bank and shall be due and payable by Borrower in arrears within ten (10) days after each billing is sent by Bank.”

Section 2.3Amendments to Section 4.3.  Effective as of the date hereof, Section 4.3 is hereby amended by deleting paragraphs (e) and (g) and adding the following paragraphs (e), (g), (h), (i) and (j):

“(e)  no later than Friday of each week and as of the Friday of the previous week, a borrowing base certificate, an aged listing of accounts receivable and accounts payable, and a reconciliation of accounts, and  promptly upon each request from Bank, a list of the names and addresses of all Borrower’s account debtors;

(g) delivered on Friday of each week, a consolidating cash flow forecast for the following 13-week period;

(h) delivered on Friday of each week, a written narrative report of Borrower’s management detailing the efforts of the Borrower and its agents in procuring a replacement lender and the status of same;

(i)  no later than April 30, 2012, a fully-executed written commitment from a replacement lender, in form and substance reasonably satisfactory to Bank in its sole discretion, providing for a facility in an amount sufficient to pay all amounts due under this Agreement to Bank in full; and

(j)  from time to time such other information as Bank may reasonably request.”

Section 2.4Amendment to Section 4.9.  Effective as of the date hereof, Section 4.9 is hereby amended by adding the following paragraph (d):

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“(d)  Borrower shall not have a negative net income (excluding discontinued operations) determined in accordance with generally accepted accounting principles consistently applied for the fiscal quarter ended March 31, 2012.”

Section 2.5Amendment to Section 6.1.  Effective as of the date hereof, Section 6.1 is hereby amended by adding the following paragraph (j):

“(j)  Any default in the performance of or compliance with the covenants contained in Section 4.3(e), (g), (h) or(i).”

ARTICLE 3

AMENDMENTS TO THE NOTE

Section 3.1Amendment to Paragraph (a) Under the Heading “INTEREST”.  Effective as of the date hereof, the first sentence of paragraph (a) of the Note immediately under the heading “INTEREST” is hereby amended in its entirety to read as follows:

“The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed, unless such calculation would result in a usurious rate, in which case interest shall be computed on the basis of a 365/366-day year, as the case may be, actual days elapsed) at the lesser of (i) a fluctuating rate per annum determined by Bank to be six percent (6.00%) above Daily One Month LIBOR in effect from time to time, or (ii) the Maximum Rate.”

Section 3.2Amendment to Paragraph (a) Under the Heading “BORROWING AND REPAYMENT”.  Effective as of the date hereof, the last sentence of paragraph (a) of the Note immediately under the heading “BORROWING AND REPAYMENT” is hereby amended in its entirety to read as follows:

“The outstanding principal balance of this Note shall be due and payable in full on May 31, 2012.”

Section 3.3Amendment to Paragraph Under the Heading “EVENTS OF DEFAULT”.  Effective as of the date hereof, the first sentence of the paragraph of the Note immediately under the heading “EVENTS OF DEFAULT” is hereby amended in its entirety to read as follows:

“This Note is made pursuant to and is subject to the terms and conditions of that certain First Amended and Restated Credit Agreement between Borrower and Bank dated as of August 1, 2011, as amended from time to time (the “Credit Agreement”).”

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ARTICLE 4

LIMITED WAIVER

Section 4.1Limited Waiver of Event of Default.  Subject to the terms and conditions set forth herein, and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, Bank hereby waives any Event of Default under Section 6.1(c) of the Agreement which arises solely from Borrower’s failure to satisfy the Fixed Charge Coverage Ratio covenant set forth in Section 4.9(b) of the Agreement with respect to the trailing 12-month period ended on December 31, 2011 (the “Specified Default”).

ARTICLE 5

CONDITIONS PRECEDENT

Section 5.1Conditions.  The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:

(a)Bank shall have received all of the following, each dated (unless otherwise indicated) the date of this Amendment, in form and substance satisfactory to Bank:

(1)Resolutions.  Resolutions of the Board of Directors of Borrower and each Guarantor certified by its respective Secretary or an Assistant Secretary which authorize the execution, delivery, and performance by Borrower and the Guarantors, as applicable, of this Amendment; and

(2)Additional Information.  Bank shall have received such additional documents, instruments and information as Bank or its legal counsel, Vinson & Elkins LLP, may reasonably request.

(b)The representations and warranties contained herein and in all other Loan Documents, as amended hereby, shall be true and correct as of the date hereof as if made on the date hereof;

(c)Except for the Specified Default, no Event of Default shall have occurred and be continuing and no event or condition shall have occurred that with the giving of notice or lapse of time or both would be an Event of Default.

(d)All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments, and other legal matters incident thereto shall be reasonably satisfactory to Bank and its legal counsel, Vinson & Elkins LLP.

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ARTICLE 6

RATIFICATIONS, REPRESENTATIONS AND WARRANTIES

Section 6.1Ratifications.  The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Agreement and except as expressly modified and superseded by this Amendment, the terms and provisions of the Agreement are ratified and confirmed and shall continue in full force and effect.  Borrower and Bank agree that the Agreement as amended hereby shall continue to be legal, valid, binding and enforceable in accordance with its terms.

Section 6.2Representations and Warranties.  Borrower and each of the Guarantors hereby represent and warrant to Bank that the execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith have been authorized by all requisite corporate action on the part of Borrower or such Guarantor, as applicable, and will not violate the articles of incorporation or bylaws of Borrower or such Guarantor, as applicable.  Borrower hereby further represents and warrants to Bank that (a) the representations and warranties contained in the Agreement, as amended hereby, and any other Loan Document are true and correct on and as of the date hereof as though made on and as of the date hereof, (b) except for the Specified Default, no Event of Default has occurred and is continuing and no event or condition has occurred that with the giving of notice or lapse of time or both would be an Event of Default, and (c) except for the Specified Default, Borrower is in full compliance with all covenants and agreements contained in the Agreement as amended hereby.

Section 6.3Deposit Accounts.  Borrower and each of the Guarantors, for its own account, represents and warrants to Bank that Exhibit A attached hereto sets forth a true, accurate and complete listing of all deposit, commodity, securities and other accounts of Borrower or such Guarantor, as applicable.

ARTICLE 7

WAIVER, RELEASE AND INDEMNIFICATION

Section 7.1Waiver, Release and Covenant Not to Sue.  BORROWER AND EACH OF THE GUARANTORS (IN ITS OWN RIGHT AND ON BEHALF OF ITS OFFICERS, EMPLOYEES, ATTORNEYS AND AGENTS) HEREBY EXPRESSLY AND UNCONDITIONALLY ACKNOWLEDGE AND AGREE THAT IT HAS NO SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, DEFENSES, CLAIMS, CAUSES OF ACTION, ACTIONS OR DAMAGES OF ANY CHARACTER OR NATURE, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT, OR INDIRECT, AGAINST BANK, ANY OF ITS AFFILIATES OR ANY OF ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ATTORNEYS OR REPRESENTATIVES

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(COLLECTIVELY, THE “BANK-RELATED PARTIES”) OR ANY GROUNDS OR CAUSE FOR REDUCTION, MODIFICATION, SET ASIDE OR SUBORDINATION OF THE OBLIGATIONS OR AMOUNTS OWED UNDER THE LOAN DOCUMENTS OR ANY LIENS OR SECURITY INTERESTS OF BANK.  IN PARTIAL CONSIDERATION FOR THE AGREEMENT OF BANK TO ENTER INTO THIS AMENDMENT, BORROWER AND EACH OF THE GUARANTORS HEREBY KNOWINGLY AND UNCONDITIONALLY WAIVE AND FULLY AND FINALLY RELEASE AND FOREVER DISCHARGE THE BANK-RELATED PARTIES FROM ANY AND ALL SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, CLAIMS, CAUSES OF ACTION, ACTIONS, GROUNDS, CAUSES, DAMAGES, COSTS AND EXPENSES OF EVERY NATURE AND CHARACTER, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT OR INDIRECT WHICH BORROWER OR ANY OF THE GUARANTORS NOW OWNS AND HOLDS, OR HAS AT ANY TIME HERETOFORE OWNED OR HELD (COLLECTIVELY, THE “RELEASED CLAIMS”), SUCH WAIVER, RELEASE AND DISCHARGE BEING MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE CIRCUMSTANCES AND EFFECTS OF SUCH WAIVER, RELEASE AND DISCHARGE AND AFTER HAVING CONSULTED LEGAL COUNSEL OF ITS OWN CHOOSING WITH RESPECT THERETO.  BORROWER AND EACH OF THE GUARANTORS FURTHER COVENANT AND AGREE NEVER TO COMMENCE, VOLUNTARILY AID IN ANY WAY, FOMENT, PROSECUTE, OR CAUSE TO BE COMMENCED OR PROSECUTED AGAINST ANY OF THE BANK-RELATED PARTIES ANY ACTION OR OTHER PROCEEDING BASED UPON ANY OF THE RELEASED CLAIMS.  THIS PARAGRAPH IS IN ADDITION TO ANY OTHER RELEASE OF ANY OF THE BANK-RELATED PARTIES BY BORROWER OR ANY OF THE GUARANTORS AND SHALL NOT IN ANY WAY LIMIT ANY OTHER RELEASE, COVENANT NOT TO SUE, OR WAIVER BY BORROWER OR ANY OF THE GUARANTORS IN FAVOR OF ANY OF THE BANK-RELATED PARTIES.

Section 7.2Indemnification.  IN ADDITION TO, AND WITHOUT LIMITATION OF, ANY AND ALL INDEMNITIES PROVIDED IN THE LOAN DOCUMENTS, BORROWER AND EACH OF THE GUARANTORS SHALL AND DO HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD EACH OF THE BANK-RELATED PARTIES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITY, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS, JUDGMENTS, COSTS, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES, ARISING OUT OF OR FROM OR RELATED TO ANY OF THE LOAN DOCUMENTS.  IF ANY ACTION, SUIT, OR PROCEEDING IS BROUGHT AGAINST ANY OF THE BANK-RELATED PARTIES, BORROWER AND EACH OF THE GUARANTORS SHALL, AT BANK’S REQUEST, DEFEND THE SAME AT THEIR SOLE COST AND EXPENSE, SUCH COST AND EXPENSE TO BE A JOINT AND SEVERAL LIABILITY OF BORROWER AND EACH OF THE GUARANTORS, BY COUNSEL SELECTED BY BORROWER SUBJECT TO THE REASONABLE APPROVAL OF BANK.  NOTWITHSTANDING ANY PROVISION OF THIS

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AMENDMENT OR ANY OTHER LOAN DOCUMENT, THIS SECTION SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL SURVIVE ANY DELIVERY AND PAYMENT ON THE OBLIGATIONS OWED PURSUANT THE AGREEMENT, THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS.

ARTICLE 8

MISCELLANEOUS

Section 8.1Survival of Representations and Warranties.  All representations and warranties made in this Amendment or any other Loan Document including any Loan Document furnished in connection with this Amendment shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by Bank or any closing shall affect the representations and warranties or the right of Bank to rely upon them.

Section 8.2Reference to Agreement.  Each of the Loan Documents, including the Agreement and any and all other agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the Agreement shall mean a reference to the Agreement as amended hereby.

Section 8.3Expenses of Bank.  As provided in Section 7.3 of the Agreement, Borrower agrees to pay on demand all costs and expenses incurred by Bank in connection with the preparation, negotiation, and execution of this Amendment and the other Loan Documents executed pursuant hereto and any and all amendments, modifications, and supplements thereto, including without limitation the reasonable costs and fees of Bank’s legal counsel, and all costs and expenses incurred by Bank in connection with the enforcement or preservation of any rights under the Agreement, as amended hereby, or any other Loan Document, including without limitation the reasonable costs and fees of Bank’s legal counsel.

Section 8.4Severability.  Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

Section 8.5No Course of Dealing/Conduct. Borrower and each of the Guarantors hereby acknowledge and agree that (a) notwithstanding Bank’s limited waiver as set forth in Section 4.1 of this Amendment, Bank reserves the right to strictly enforce this Amendment and, except as specifically and expressly limited herein, the Loan Documents; (b) Bank is under no duty or obligation of any kind or nature whatsoever to enter into any extension, renewal, restatement or modification of the Loan Documents, or grant Borrower or any of the Guarantors any additional period or type of forbearance or any extension of this Amendment or the Loan Documents; (c) except as explicitly set forth herein, Bank’s execution of this Amendment shall not be used to assert any waiver of Bank’s rights or remedies under the Loan Documents or applicable law; (d) this Amendment and accommodations made by Bank herein shall not constitute a “course of dealing” or a “course of conduct” in contravention of the Loan

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Documents; (e) the execution and performance of this Amendment do not in any way release or constitute an accord and satisfaction or novation of any of the Loan Documents, all of the terms of which shall remain in full force and effect except as specifically and expressly limited herein; and (f) Borrower and each of the Guarantors hereby specifically ratify, reaffirm, and confirm each Loan Document to which it is a party and each and every provision thereof, including, without limitation, those agreements and documents listed on Exhibit B attached hereto.

Section 8.6Reservation of Rights.  Bank expressly reserves any and all rights and remedies available to it under this Amendment and the Loan Documents, at law or in equity or otherwise.  Borrower and each of the Guarantors hereby acknowledge and agree that Bank has present, absolute, choate and fully perfected security interests in and liens on the collateral described in the Loan Documents, and that such security interests and liens are and remain properly perfected, first and valid, and are further enforceable against Borrower and the Guarantors in accordance with applicable law.  No failure to exercise, or delay by Bank in exercising, any rights, power or privilege hereunder shall preclude any other or further exercise thereof, or the exercise of any other right, power or privilege.

Section 8.7Applicable Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflicts of laws principles.

Section 8.8Successors and Assigns.  This Amendment is binding upon and shall inure to the benefit of Bank, Borrower, each of the Guarantors, and their respective successors and assigns, except neither Borrower nor any of the Guarantors may assign or transfer any of its respective rights or obligations hereunder without the prior written consent of Bank.  Nothing in this Amendment, expressed or implied, shall be construed to confer upon any person (other than the parties hereto, and their respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Amendment.

Section 8.9Counterparts.  This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic transmission (including .pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 8.10Effect of Waiver.  No consent or waiver, express or implied, by Bank to or for any breach of or deviation from any covenant, condition or duty by Borrower or any Guarantor shall be deemed a consent or waiver to or of any other breach of the same or any other covenant, condition or duty.

Section 8.11Headings.  The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

Section 8.12Exhibits.  All exhibits hereto are incorporated herein by reference as if fully set forth herein.

Section 8.13Non-Application of Chapter 346 of Texas Finance Code.  The provisions of Chapter 346 of the Texas Finance Code are specifically declared by the parties not

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to be applicable to this Amendment or any of the Loan Documents or the transactions contemplated hereby.

Section 8.14ENTIRE AGREEMENT.  THIS AMENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO.  THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.

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Executed as of the date first written above.

BORROWER:

ENGLOBAL CORPORATION

/s/   EDWARD L. PAGANO

       Edward L. Pagano

       President & Chief Executive Officer

BANK:

WELLS FARGO BANK, NATIONAL

ASSOCIATION

/s/   NICHOLAS SCHOOLAR

       Nicholas Schoolar

       Vice President

[SIGNATURE PAGE TO LIMITED WAIVER AND FIRST AMENDMENT

TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT]

Each of the undersigned hereby consents and agrees to this Amendment including, without limitation, Sections 6.2, 6.3, 7.1, 7.2, 8.5, 8.6 and 8.8 hereof, and agrees that the Loan Documents to which it is a party including, without limitation, its respective Continuing Guaranty and Third Party Security Agreements set forth on Exhibit B are hereby ratified, reaffirmed, and confirmed, and are and shall remain in full force and effect and shall continue to be the legal, valid, and binding obligation of each of the undersigned enforceable against the undersigned in accordance with their respective terms.

ENGLOBAL EMERGING MARKETS, INC.

/s/   EDWARD L. PAGANO

       Edward L. Pagano

       President & Chief Executive Officer

ENGLOBAL U.S., INC.

/s/   EDWARD L. PAGANO

       Edward L. Pagano

       President & Chief Executive Officer

ENGLOBAL GOVERNMENT SERVICES, INC.

/s/   EDWARD L. PAGANO

       Edward L. Pagano

       President & Chief Executive Officer

[SIGNATURE PAGE TO LIMITED WAIVER AND FIRST AMENDMENT

TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT]

EXHIBIT A

ACCOUNTS

Name	Description	Acct	Comments
Wells Fargo	Lockbox	202814
Wells Fargo	Cash-General Fund	4122017775	Master account
Wells Fargo	Cash-Payroll	4122017783	Payroll ZBA checking
Wells Fargo	Cash-Op Fund	9600134913	AP ZBA checking
Wells Fargo	Cash-Petty Checking	4122087588	Petty Cash
Wells Fargo		4124225327	ENGlobal U.S., Inc.
Wells Fargo	Client Trust Account	4122240633	ENG US - Alliance

A-1

EXHIBIT B

All documents now existing or hereafter executed by Borrower, Guarantors, or any of them, in favor of Bank, including without limitation the following (each of which shall be deemed “Loan Documents” for purposes of the Agreement as amended hereby):

1.   First Amended and Restated Credit Agreement dated August 1, 2011 between ENGlobal Corporation and Wells Fargo Bank, National Association.

2.   Revolving Line of Credit Note in the amount of $35,000,000 dated June 24, 2011 made by ENGlobal Corporation payable to Wells Fargo Bank, National Association.

3.   Security Agreement – Equipment – ENGlobal Corporation dated December 29, 2009.

4.   Continuing Security Agreement – Rights and Payment and Inventory – ENGlobal Corporation dated December 29, 2009.

5.   Third Party Security Agreement - Equipment – ENGlobal Emerging Markets, Inc. dated February 28, 2011.

6.   Third Party Security Agreement - Equipment – ENGlobal U.S., Inc. dated February 28, 2011.

7.   Third Party Security Agreement – Equipment – ENGlobal Government Services, Inc. dated February 28, 2011.

8.   Third Party Security Agreement - Rights to Payment and Inventory – ENGlobal Emerging Markets, Inc. dated February 28, 2011.

9.   Third Party Security Agreement - Rights to Payment and Inventory – ENGlobal U.S., Inc. dated February 28, 2011.

10.   Third Party Security Agreement – Rights to Payment and Inventory – ENGlobal Government Services, Inc. dated February 28, 2011.

11.   Continuing Guaranty – ENGlobal Emerging Markets, Inc. dated February 28, 2011.

12.   Continuing Guaranty – ENGlobal U.S. Inc. dated February 28, 2011.

13.   Continuing Guaranty – ENGlobal Governmental Services, Inc. dated February 28, 2011.

B-1

EX-99.1

EXHIBIT 99.1

CORRECTING and REPLACING -- ENGlobal Reports Fourth Quarter and Fiscal Year 2011 Results

Outlines Positive 2012 Business Trends

On April 12, 2012, the Company issued a press release with respect to its performance during the fourth quarter and fiscal year ended December 31, 2011. The original press release contained the following typographical errors:

1. Removed the words "from continuing operations" in the net income (loss) paragraph that begins "For fiscal year 2011,…";
2. The "Engineering & Construction" line item of the second table in the column labeled Quarter Ended December 31, 2011 table should have stated $47.1 million in Total Revenue;
3. The "Consolidated" line item of the second table in the column labeled Quarter Ended December 31, 2010 table should have stated 8.1% Gross Margin and 3.0% Operating Margin; and
4. The Net Income (Loss) line item in the table labeled "Financial Highlights" should have stated "$(3,972)" and "$(496)" thousand in the column labeled Quarter Ended December 31, 2011 and 2010, respectively.

The amounts have been corrected in Exhibit 99.1 below. The errors were a clerical oversight by the Company and does not materially affect its results of operations and financial condition for the quarter and fiscal year ended December 31, 2011, as reported in the Company's press release issued on April 12, 2012 and included in this current report on Form 8-K.

HOUSTON, April 17, 2012 (GLOBE NEWSWIRE) -- ENGlobal (Nasdaq:ENG), a leading provider of energy-related project delivery solutions, today announced its financial results for the fourth quarter and fiscal year ended December 31, 2011.

Revenues for the twelve months ended December 31, 2011 were $312.7 million, an increase of approximately 2% from the $306.2 million posted for the year ended December 31, 2010. Revenues in the Engineering & Construction and Automation segments posted strong year-over-year increases while revenues in the Company's Field Solutions segment declined during 2011.

For fiscal year 2011, ENGlobal reported a net loss of $7.1 million and earnings per diluted share of $(0.27), compared to net loss of $11.8 million and earnings per diluted share of $(0.43) in fiscal year 2010. This improvement over the Company's 2010 results can be attributed to higher revenue levels, decreased costs for both travel expenses and variable labor, and improved utilization. This change represents a 40% improvement over the net loss and a 37% improvement over earnings per diluted share in 2011 when compared to fiscal year 2010.

The following table illustrates the composition of the Company's revenue for the fiscal years ended December 31, 2011 and 2010:

	Year Ended				Year Ended
(dollars in millions)	December 31, 2011				December 31, 2010
Segment	Total Revenue	% of Total Revenue	Gross Profit Margin	Operating Profit Margin	Total Revenue	% of Total Revenue	Gross Profit Margin	Operating Profit Margin
Engineering & Construction	$ 175.4	56.1%	8.8%	4.4%	$ 161.1	52.6%	7.6%	(3.5)%
Automation	62.2	19.9%	9.8%	3.3%	49.7	16.2%	5.1%	(3.9)%
Field Solutions	75.1	24.0%	7.8%	0.3%	95.5	31.2%	7.5%	3.8%
Consolidated	$ 312.7	100.0%	8.7%	(1.3%)	$ 306.2	100.0%	7.2%	(5.9%)

"We are disappointed with our 2011 results, however, we believe we have made significant strides towards our goal of identifying efficiencies to aid profitable growth," Edward L. Pagano, ENGlobal's President and Chief Executive Officer stated. "During this year of transition, ENGlobal positioned itself to capture future business opportunities by improving the intellectual capital of the organization as well as creating a more efficient Company. We will never be satisfied with losses, but we are encouraged by recent new business trends, including international project opportunities, new contract awards with improved margins, and a growing backlog. We will continue to work hard to return ENGlobal to profitability in 2012 and, as importantly, develop a culture that will sustain growth and profitability throughout the business cycle."

The Company estimates its backlog to be $302.0 million as of December 31, 2011, approximately 24% higher than the $244.2 million reported for the same prior year period.

"ENGlobal created significant project development momentum in 2011 and it appears to be continuing in 2012," added Pagano. "While the Company must execute to turn prospects into profits, proposals to-date in 2012 are significantly higher than the same period last year. In addition, we received approximately $70 million in awards in January and February, a 15% increase over approximately $61 million awarded during the first quarter of 2011 and a sequential increase of 6% when compared to approximately $66 million in the fourth quarter of 2011."

Fourth Quarter 2011

Revenues in the fourth quarter, 2011 were approximately $76.1 million, a decrease of 11% from $85.2 million from the prior year period. The decline in revenue was entirely attributable to a decline in Field Solutions segment revenue and is largely the result of seasonal fluctuations in demand.

ENGlobal reported a net loss of $4.0 million, or $(0.15) per diluted earnings per share, for the quarter ended December 31, 2011, compared to a net loss of $0.4 million and earnings per share of $(0.02) for the same period last year. 

The following table illustrates the composition of the Company's revenue and profitability for the three months ended December 31, 2011 and 2010:

	Quarter Ended				Quarter Ended
(dollars in millions)	December 31, 2011				December 31, 2010
Segment	Total Revenue	% of Total Revenue	Gross Profit Margin	Operating Profit Margin	Total Revenue	% of Total Revenue	Gross Profit Margin	Operating Profit Margin
Engineering & Construction	$ 47.1	62.0%	6.6%	2.8%	$ 47.2	55.4%	8.4%	4.5%
Automation	12.8	16.8%	9.6%	3.1%	10.1	11.9%	8.7%	(7.2)%
Field Solutions	16.1	21.2%	8.0%	1.4%	27.9	32.7%	7.3%	4.0%
Consolidated	$ 76.1	100.0%	7.4%	2.5%	$ 85.2	100.0%	8.1%	3.0%

Balance Sheet

The Company is in advanced discussions with two major financial institutions to replace its Wells Fargo Credit Facility. As a result of the Company's near-term maturity of the facility, the entire Wells Fargo indebtedness is now classified as current debt. The outstanding balance on the facility as of December 31, 2011 was approximately $16.4 million.

On April 5, 2012, ENGlobal entered into a Limited Waiver and Amendment to its Credit Facility with Wells Fargo that provided a waiver of a covenant violation for the quarter ended December 31, 2011 and extended the maturity date of the facility to May 31, 2012. The Company is currently managing the due diligence processes with other senior lenders. ENGlobal is working diligently to obtain a new credit facility prior to the new expiration date of the Wells Fargo facility.

"We are disappointed in our inability to reach a longer-term relationship with Wells Fargo regarding our future credit needs; however, we accept their desire to be replaced as our senior lender and appreciate their past support," added Pagano. "ENGlobal's management is very encouraged by the opportunity to have other large commercial banks interested in our business and we are currently developing these new relationships. We believe the new facility will provide additional flexibility for our senior credit needs and, once completed, will better position the Company for future growth."

ENGlobal's employee count decreased to approximately 1,900 for the quarter ended December 31, 2011. ENGlobal averaged 129,000 billable hours per two-week period during the fourth quarter 2011, a 26% decrease, when compared to 174,000 billable hours in the same period in 2010. The fourth quarter 2011 average represents a 18% decrease over 153,000 billable hours in the third quarter 2011. The Company's overall utilization percentage was approximately 90% for the fourth quarter 2011, compared with approximately 91% for the comparable period of 2010, which continues to be ranked in the top quartile of our industry group.

Later this morning, the Company will host a conference call to discuss its quarterly results at 11:00 a.m. EDT (10:00 a.m. CDT). To participate in the conference call, please dial (877) 711-4010 (Domestic) or (706) 643-4549 (International), and enter the Conference ID #60232339 approximately 10 minutes before the scheduled start time and request the "ENGlobal Fourth Quarter and Fiscal Year 2011 Earnings Conference Call." If you are unable to join the call, a replay will be available approximately three hours after the conclusion of the call until Thursday, April 26, 2012. The replay can be accessed by dialing (855) 859-2056 (Domestic) or (404) 537-3406 (International), Conference ID #60232339. The call will be webcast live at www.englobal.com in the Investor Relations section, and an audio archive will be available on the Company's website shortly after the call concludes.

The Company's Annual Report on Form 10-K for the year ended December 31, 2011 will be filed with the Securities and Exchange Commission this morning reflecting these results.

About ENGlobal

ENGlobal (Nasdaq:ENG) is a provider of engineering and related project services principally to the energy sector throughout the United States and internationally. ENGlobal operates through three business segments: Engineering & Construction, Automation, and Field Solutions. The Engineering & Construction segment provides consulting services relating to the development, management and execution of projects requiring professional engineering as well as inspection, construction management, mechanical integrity, field support, quality assurance and plant asset management. ENGlobal's Automation segment provides services related to the design, fabrication and implementation of process distributed control and analyzer systems, advanced automation, information technology, cyber security and heat tracing projects. The Field Solutions segment provides project management and staffing for right-of-way and site acquisition, inspection, permitting, regulatory, and legislative outreach. ENGlobal has approximately 1,900 employees in 11 offices and 9 cities. Further information about the Company and its businesses is available at www.ENGlobal.com.

Safe Harbor for Forward-Looking Statements

The statements above regarding the Company's expectations regarding its operations and certain other matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws and are subject to risks and uncertainties including, but not limited to: (1) our ability to replace our line of credit; (2) our ability to collect accounts receivable in a timely manner; (3) our ability to achieve our business strategy while effectively managing costs and expenses; (4) our ability to respond appropriately to the current worldwide economic situation and the resulting changes in demand for our services and competitive pricing pressure; (5) our ability to win new projects that we can perform on a profitable basis; (6) our ability to accurately estimate costs and fees on fixed-price contracts; (7) the profitability of our alliance agreements; (8) the effect of changes in laws and regulations with which the Company must comply and the associated costs of compliance with such laws and regulations, either currently or in the future, as applicable; (9) the effect of changes in the price of oil; (10) the effect of changes in accounting policies and practices as may be adopted by regulatory agencies, as well as by the FASB; (11) the effect of changes in our competitive position within our market in view of, among other things, increasing consolidation currently taking place among our competitors. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors detailed from time to time in ENGlobal's filings with the Securities and Exchange Commission. In addition, reference is hereby made to cautionary statements set forth in the Company's most recent reports on Form 10-K and 10-Q, and other SEC filings. Also, the information contained in this press release is subject to the risk factors identified in the Company's most recent Form 10-K.

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Financial Highlights
(in thousands, except per basic data)
	Quarter Ended December 31		Year Ended December 31
	2011	2010	2011	2010
Operating revenues	$ 76,097	$ 85,230	$ 312,747	$ 306,239
Operating costs	70,466	78,338	285,468	284,282
Gross profit	5,631	6,892	27,279	21,957
Selling, general and administrative expenses	7,804	7,788	31,263	39,975
Operating income (loss)	(2,173)	(896)	(3,984)	(18,018)
Other income (expense):
Other income (expense), net	6	(433)	(61)	(319)
Interest income (expense), net	(318)	(187)	(1,028)	(442)
Income (loss) before provision for income taxes	(2,485)	(1,516)	(5,073)	(18,779)
Provision for income taxes	(311)	(848)	(831)	(6,553)
Net income (loss) from continuing operations	$ (2,174)	$ (668)	$ (4,242)	$ (12,226)
Income (loss) from discontinued operations	(1,631)	291	(2,834)	474
Net income (loss)	(3,972)	(496)	(7,076)	(11,752)
Earnings (loss) per common share: basic and diluted
Income (loss) from continuing operations	$ (0.09)	$ (0.03)	$ (0.16)	$ (0.45)
Income (loss) from discontinued operations	$ (0.06)	$ 0.01	$ (0.11)	$ 0.02
Net Income (loss)	(0.15)	(0.02)	(0.27)	(0.43)
Weighted average shares used in computing earnings (loss) per share - basic and diluted:	26,763	26,676	26,722	27,151
Selected Balance Sheet Information (in thousands):			As of December 31
			2011	2010
Cash			$ 26	$ 49
Working capital			26,675	30,200
Property and equipment, net			3,384	4,416
Total assets			104,179	110,324
Long-term debt, net of current portion			—	252
Stockholders' Equity			58,500	65,102

CONTACT: Natalie S. Hairston
         (281) 878-1000
         ir@ENGlobal.com