ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On October 1, 2008, the Company modified its $37,000,000 uncollaterized Revolving Credit Agreement to (i) remove Compass Bank as one of the lenders, (ii) extend the term of the Credit Agreement until December 31, 2013, (iii) delete the loan covenant requiring that the Company comply with a Consolidated Total Debt to EBITDA ratio, and
(iv) amend the loan covenant relating to the Fixed Charge Coverage Ratio. A copy of the amendment is attached hereto as Exhibit 10.1.

In addition, on October 1, 2008, the Company entered into indemnification agreements with its directors and executive officers by which the Company agreed to indemnify and advance expenses to its directors and executive officers to the full extent permitted by law in the event that any director or executive officer is made a party to any proceeding by virtue of such person's service to the Company. A copy of the form of Indemnification Agreement is attached hereto as Exhibit 10.2.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

10.1 Second Modification to Amended and Restated Revolving Credit Agreement dated September 30, 2008, by and among Patriot Transportation Holding, Inc. and Wachovia Bank, National Association, as Administrative Agent.

10.2 Form of Director/Officer Indemnification Agreement.