Item 1.01. Entry into a Material Definitive Agreement.

On October 31, 2008, Centerline Holding Company ("the "Registrant") and Centerline Capital Group Inc. (together with the Registrant, the "Borrowers") entered into a Fourth Amendment (the "Fourth Amendment") to Revolving Credit and Term Loan Agreement (the "Credit Agreement") with the Guarantors and Lenders, as defined in the Credit Agreement previously filed on Form 8-K on December 27, 2007. Pursuant to the Amendment, the Lenders have agreed to defer the date by which the Borrowers' term loan must be reduced to no more than $50 million from October 31, 2008 to November 21, 2008, which will require that the Borrowers make a term loan payment of approximately $19 million on or before November 21, 2008. In addition, the Borrowers have agreed, among other things, that they will not incur additional debt of a specified nature nor permit the placement of specified new liens on their property unless required lender consents set forth in the Amendment have been obtained. The Fourth Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Fourth Amendment is qualified in its entirety by reference to the full text of such agreement.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements

Not Applicable.

(b) Pro Forma Financial Information

Not Applicable.

(c) Exhibits

Exhibit Fourth Amendment to Revolving Credit and Term Loan Agreement,
10.1 dated October 31, 2008, by and between Centerline Holding Company, Centerline Capital Group Inc., the Guarantors listed on Schedule 1 thereto and the Required Lenders, including the Term Loan Lenders.

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