EXHIBIT 4.1 FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAPITAL AUTOMOTIVE L.P.

EXHIBIT 4.1

FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
CAPITAL AUTOMOTIVE L.P.

     This Fifth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Capital Automotive L.P. (“ Fifth Amendment ”) is entered into this 4th day of November, 2004, effective as of the 15 ^th day of April, 2004, by Capital Automotive REIT, a Maryland real estate investment trust (the “ General Partner ”), in its capacity as general partner of Capital Automotive L.P. (the “ Partnership ”).

     WHEREAS, the Second Amended and Restated Agreement of Limited Partnership of the Partnership was executed on February 2, 1999, a First Amendment thereto was executed on July 19, 2001, a Second Amendment thereto was executed on December 11, 2003, a Third Amendment thereto was executed on April 27, 2004 and a Fourth Amendment thereto was executed on May 4, 2004 (as amended, the “ Agreement ”);

     WHEREAS, on April 15, 2004, the General Partner issued and sold $125,000,000 aggregate principal amount of 6.75% Monthly Income Notes due 2019 (collectively, the “ Monthly Income Notes ” and each a “ Monthly Income Note ”) at a gross offering price of $25.00 per Monthly Income Note;

     WHEREAS, pursuant to Sections 4.02 and 4.03 of the Agreement, the General Partner is obligated to contribute or loan the proceeds that it received from the issuance and sale of the Monthly Income Notes to the Partnership;

     WHEREAS, the General Partner has determined, based in part upon the advice of tax counsel to the General Partner, that it is advisable and consistent with its ability to remain qualified as a REIT to contribute the proceeds of the issuance and sale of the Monthly Income Notes to the Partnership in the form of preferred equity rather than by making a loan to the Partnership;

     WHEREAS, pursuant to Section 4.02(a) of the Agreement, the General Partner has contributed the proceeds of the issuance and sale of the Monthly Income Notes to the Partnership in exchange for preferred equity ownership interests in the Partnership that correspond to the material terms of the Monthly Income Notes (“ Monthly Income Preferred Partnership Units ”); and

     WHEREAS, the General Partner desires to amend the Agreement in order to reflect the aforementioned issuance of the Monthly Income Preferred Partnership Units.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the undersigned party, intending legally to be bound, hereby agrees as follows:

     1. The Agreement is hereby amended by the addition of a new exhibit, entitled EXHIBIT F, in the form attached hereto, which sets forth the designations, allocations and preferences of the Monthly Income Preferred Partnership Units and the amount and timing of distributions due to the Monthly Income Preferred Partnership Units and the other special rights, powers and duties of the holders of the Monthly Income Preferred Partnership Units. EXHIBIT F shall be attached to and made a part of the Agreement.

     2. Pursuant to Section 4.02(a) of the Agreement, effective as of April 15, 2004, the issuance date of the Monthly Income Notes by the General Partner, the Partnership hereby issues 5,000,000 Monthly Income Preferred Partnership Units to the General Partner having the terms, conditions and rights provided in EXHIBIT F. The Monthly Income Preferred Partnership Units have been created and are being issued in conjunction with the General Partner’s issuance of the Monthly Income Notes, and, as such, the Monthly Income Preferred Partnership Units are intended to have terms and conditions and other rights that, while constituting equity interests in the Partnership, correspond to those of the Monthly Income Notes. The terms of this Amendment, including without limitation the attached EXHIBIT F, shall be interpreted in a fashion consistent with this intent. In return for the issuance to the General Partner of the Monthly Income Preferred Partnership Units, the General Partner has contributed to the Partnership the funds raised through its issuance and sale of the Monthly Income Notes. (In accordance with Section 4.02(b) of the Agreement, the General Partner’s capital contribution shall be deemed to equal the amount of the gross proceeds of the issuance and sale of the Monthly Income Notes ( i.e. , the net proceeds actually contributed, plus any underwriter’s discount or other expenses incurred, with any such discount or expense deemed to have been incurred by the General Partner on behalf of the Partnership)).

     3. In order to reflect the issuance of the Monthly Income Preferred Partnership Units, SCHEDULE A to the Agreement is hereby amended by adding to the end of such SCHEDULE A the following table:

     4. The foregoing recitals are incorporated in and are part of this Fifth Amendment.

     5. Except as specifically defined herein, each capitalized term used in this Amendment and not otherwise defined herein shall have the meaning attributed to such term in the Agreement. This Fifth Amendment has been authorized by the General Partner pursuant to Article 11 of the Agreement and does not require execution by the Limited Partners. No other changes to the Agreement are authorized pursuant to this Fifth Amendment.

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     IN WITNESS WHEREOF, the General Partner has executed this Fifth Amendment as of the day and year first above written.

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EXHIBIT F

DESIGNATION OF THE
MONTHLY INCOME PREFERRED PARTNERSHIP UNITS
OF CAPITAL AUTOMOTIVE L.P.

     1.  Number of Units and Designation .

     A class of ownership interests in the Partnership entitled “Monthly Income Preferred Partnership Units” is hereby designated and the number of Monthly Income Preferred Partnership Units constituting such class shall be 5,750,000.

     2.  Definitions .

     For purposes of the Monthly Income Preferred Partnership Units, the following terms shall have the meanings indicated in this Section 2, and capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Agreement:

      “Adjusted Capital Account” means the Capital Account of a Partner, increased by such Partner’s share of any Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain.

      “Aggregate Liquidation Preference” means the sum of the Monthly Income Liquidation Preference, the Series B Liquidation Preference and the Liquidation Preference on the Series A Preferred Partnership Units.

      “Interest Payment Date” means any date on which interest is payable on all outstanding Monthly Income Notes.

      “Monthly Income Liquidation Preference” has the meaning set forth in Section 4 of this EXHIBIT F.

      “Monthly Income Notes” means the $125,000,000 aggregate principal amount of 6.75% Monthly Income Notes due 2019 issued by the General Partner.

      “Monthly Income Preferred Partnership Units” means the preferred equity ownership interests in the Partnership issued and having the designations, preferences and rights set forth in this EXHIBIT F to the General Partner by the Partnership in connection with the issuance by the General Partner of the Monthly Income Notes.

      “Monthly Income Unit Liquidation Preference” has the meaning set forth in Section 4 of this EXHIBIT F.

     3.  Distributions .

     Notwithstanding anything to the contrary contained in Section 5.02 of the Agreement, on each Interest Payment Date, the General Partner shall cause the Partnership to make a cash distribution to the General Partner with respect to the Monthly Income Preferred Partnership Units in an amount equal to the amount that is required to be paid by the General Partner on that