Item 1.01. Entry into a Material Definitive Agreement.

On February 19, 2009, RCM Technologies, Inc. ("we," "us," and "our") entered into a Second Amended & Restated Loan and Security Agreement (the "Amendment") to our secured revolving credit facility (as amended by the Amendment, the "Credit Facility"), for which Citizens Bank of Pennsylvania, serves as Administrative Agent. Also party to the Amendment are all of our subsidiaries, which are guarantors of the Credit Facility.

Under the Amendment, the total commitment under the Credit Facility was reduced from $25.0 million to $15.0 million. The Credit Facility continues to have a $5.0 million sub-limit for letters of credit. The Credit Facility continues to have a maturity date of August 31, 2011. Borrowings under the Credit Facility remain collateralized with substantially all of our assets, as well as the capital stock of our subsidiaries.

Borrowings under the Credit Facility can bear interest at various rates, depending upon the type of loan. Various aspects of the manner in which these rates are determined have been modified by the Amendment. We have two borrowing options, either (1) a "Prime Base Rate" option, under which the interest rate shall be the per annum rate equal to the Administrative Agent's prime rate or
(2) a "LIBOR Rate" option, under which the interest rate is calculated using LIBOR plus a spread ranging from 1.60% to 2.60%. The amount of the spread under each borrowing option depends on the ratio of consolidated funded debt to EBITDA (which, for purposes of the Credit Facility, is defined as income before interest expense, income taxes, depreciation and amortization and certain other charges as defined in the Amendment).

The Credit Facility contains certain affirmative and negative covenants including limitations on specified levels of capital expenditures, consolidated leverage, consolidated fixed charges and minimum tangible net worth requirements, and includes limitations on, among other things, dividends, liens, mergers, consolidations, sales of assets, incurrence of debt and capital expenditures. We are also required to pay a monthly Unused Line Fee on the amount of the Credit Facility not drawn which, as modified by the Amendment, is 0.25%. Upon the occurrence of an event of default under the Credit Facility, such as non-payment or failure to observe specific covenants, the lenders would be entitled to declare all amounts outstanding under the Credit Facility immediately due and payable.

DB1/62642558.1

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This description of the Amendment is only a summary and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.