Item 1.01 Entry Into a Material Definitive Agreement

Effective November 26, 2012 (in Australia), Royal Wolf (ASX:RWH) amended its senior secured facility with Australia and New Zealand Banking Group Limited ("ANZ") to, among other things, (i) provide for an additional AUS$15,000,000 Cash Advance Facility that will mature on November 14, 2014 and bear interest at a rate of ANZ's prime rate plus 1.85% per annum, (ii) split the credit facility between Australia and New Zealand by creating a new cross guarantee document between all the Royal Wolf Australian and New Zealand companies, which includes ANZ and ANZ Bank New Zealand Limited ("ANZNZ") as beneficiaries of that document and (iii) amend the debt to EBITDA ratio financial covenant, as defined, of 2.70:1 with 3.00:1 for the quarter ending December 31, 2012 and 2.75:1 for every quarter thereafter.

As a result of the amendment, the ANZ senior credit facility will total AUS$104,000,000 in Australia and AUS$24,000,000 (NZ$29,800,000) in New Zealand.

Item 9.01 Financial Statements and Exhibits

Exhibit:

10.1 Variation Letter executed on November 26, 2012 among Australia and New Zealand Banking Group Limited and Royal Wolf.

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