Item 1.01. Entry into a Material Definitive Agreement.

On May 29, 2012, SL Industries, Inc., a New Jersey corporation (the "Company") entered into a Fifth Amendment to the Credit Agreement with Bank of America, N.A., as administrative agent and lender, and a syndicate of other lenders party thereto (the "Fifth Amendment"), further amending that certain Amended and Restated Revolving Credit Agreement entered into as of October 23, 2008 among the Company, subsidiaries of the Company party thereto, Bank of America, N.A., as administrative agent and lender, and a syndicate of other lenders party thereto (as amended, the "Credit Agreement"). The Credit Agreement was previously amended on August 12, 2009, November 19, 2010, March 28, 2011, and July 20, 2011.

The Fifth Amendment, among other things, (a) amends the definition of Maturity Date to extend the Maturity Date of the Credit Agreement to August 30, 2012, (b) amends the Minimum Net Worth financial covenant, and (c) amends the business covenants to permit the Company to issue one or more dividends and/or purchase its registered capital stock then issued and outstanding, in an amount not in excess, in the aggregate, of Twenty Million Dollars ($20,000,000), on a trailing twelve month basis.

The foregoing summary of the material terms of the Fifth Amendment is qualified in its entirety by the full text of the Fifth Amendment, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No. Exhibits

10.1 Fifth Amendment to Credit Agreement, dated May 29, 2012, by and among the Company, Bank of America, N.A. as administrative agent and lender, and a syndicate of other lenders party thereto.

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