EXHIBIT 4.2 SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAPITAL AUTOMOTIVE L.P.

EXHIBIT 4.2

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

     This Sixth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Capital Automotive L.P. (“ Sixth Amendment ”) is entered into this 4 ^th day of November, 2004, effective as of the 12 ^th day of May, 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, a Fourth Amendment thereto was executed on May 4, 2004 and a Fifth Amendment thereto was executed on November 4, 2004, effective as of April 15, 2004 (as amended, the “ Agreement ”);

     WHEREAS, on May 12, 2004, the General Partner issued and sold $110,000,000 aggregate principal amount of 6% Convertible Notes Due May 15, 2024 (collectively, the “ Convertible Notes ” and each a “ Convertible Note ”) at a gross offering price of $1,000 per Convertible 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 Convertible 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 Convertible 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 Convertible Notes to the Partnership in exchange for preferred equity ownership interests in the Partnership that correspond to the material terms of the Convertible Notes (“ Convertible Preferred Partnership Units ”); and

     WHEREAS, the General Partner desires to amend the Agreement in order to reflect the aforementioned issuance of the Convertible 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 G, in the form attached hereto, which sets forth the designations, allocations and preferences of the Convertible Preferred Partnership Units and the amount and timing of distributions due to the Convertible Preferred Partnership Units and the other special rights, powers and duties (including conversion rights) of the holders of the Convertible Preferred Partnership Units. EXHIBIT G shall be attached to and made a part of the Agreement.

     2. Pursuant to Section 4.02(a) of the Agreement, effective as of May 12, 2004, the issuance date of the Convertible Notes by the General Partner, the Partnership hereby issues 110,000 Convertible Preferred Partnership Units to the General Partner having the terms, conditions and rights provided in EXHIBIT G. The Convertible Preferred Partnership Units have been created and are being issued in conjunction with the General Partner’s issuance of the Convertible Notes, and, as such, the Convertible 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 Convertible Notes. The terms of this Amendment, including without limitation the attached EXHIBIT G, shall be interpreted in a fashion consistent with this intent. In return for the issuance to the General Partner of the Convertible Preferred Partnership Units, the General Partner has contributed to the Partnership the funds raised through its issuance and sale of the Convertible 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 Convertible 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 Convertible 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 Sixth 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 Sixth 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 Sixth Amendment.

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

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EXHIBIT G

DESIGNATION OF THE
CONVERTIBLE PREFERRED PARTNERSHIP UNITS
OF CAPITAL AUTOMOTIVE L.P.

     1.  Number of Units and Designation .

     A class of ownership interests in the Partnership entitled “Convertible Preferred Partnership Units” is hereby designated and the number of Convertible Preferred Partnership Units constituting such class shall be 100,000.

     2.  Definitions .

     For purposes of the Convertible 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 Convertible Unit Liquidation Preference, the Monthly Income Liquidation Preference, the Series B Liquidation Preference and the Liquidation Preference on the Series A Preferred Partnership Units.

     “ Convertible Liquidation Preference ” has the meaning set forth in Section 4 of this EXHIBIT G.

     “ Convertible Notes ” means the $110,000,000 aggregate principal amount of 6% Convertible Notes due May 15, 2024 issued by the General Partner.

     “ Convertible Notes Indenture ” means the Second Supplemental Trust Indenture dated as of May 12, 2004 between the General Partner and Wells Fargo Bank, National Association.

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

     “ Convertible Notes ” means the $110,000,000 aggregate principal amount of 6% Convertible Notes due May 15, 2024 issued by the General Partner.

     “ Convertible Unit Liquidation Preference ” has the meaning set forth in Section 4 of this EXHIBIT G.

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

     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 Convertible Preferred Partnership Units in an amount equal to the amount that is required to be paid by the General Partner on that date to the holders of Convertible Notes. The Convertible Preferred Partnership Units shall not be entitled to any distributions, whether payable in cash, property or stock, except as provided herein.

     4.  Liquidation Preference .

     In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or otherwise) shall be made under Section 5.06(a) to any classes of ownership interest in the Partnership that are junior in priority as to payments or distributions upon liquidation, dissolution or winding up of the Partnership (for purposes of this Section 4, individually or collectively, “ liquidation rights ”) to the Convertible Preferred Partnership Units, the General Partner shall be entitled to a preference payment, for each Monthly Income Preferred Partnership Unit, equal to the sum of (i) $1,000, plus (ii) an amount equal to any accrued and unpaid interest on one Convertible Note to the date of payment (the “ Convertibl