Item 1.01. Entry into a Material Definitive Agreement.

On November 21, 2008, Centerline Holding Company ("the "Registrant") and Centerline Capital Group Inc. (together with the Registrant, the "Borrowers") entered into a Fifth Amendment (the "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 November 21, 2008 to December 05, 2008, which will require that the Borrowers make a term loan payment of approximately $19 million on or before December 05, 2008. The Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the 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 10.1 Fifth Amendment to Revolving Credit and Term Loan Agreement, dated November 21, 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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