EXHIBIT 4.5 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAPITAL AUTOMOTIVE L.P.

EXHIBIT 4.5

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

     This Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of Capital Automotive L.P. (“Second Amendment”) is entered into this 11 ^th day of December, 2003, by Capital Automotive REIT, a Maryland real estate investment trust (the “General Partner”) , 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, and a First Amendment thereto was executed on July 19, 2001 (as amended, the “Agreement”) ;

     WHEREAS, on December 11, 2003, the General Partner issued 3,950,000 shares of 7½% Series A Cumulative Redeemable Preferred Shares (the “Series A Preferred Shares,” each a “Series A Preferred Share” ) at a gross offering price of $25.00 per Series A Preferred Share and, in connection therewith, the General Partner, pursuant to Section 4.02(a) of the Agreement, is contributing the proceeds of such issuance to the Partnership and causing the Partnership to issue to the General Partner preferred equity ownership interests in the Partnership (“Series A Preferred Partnership Units”) ; and

     WHEREAS, the General Partner desires to amend the Agreement in order to reflect the aforementioned issuance of the Series A 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 D, in the form attached hereto, which sets forth the designations, allocations, preferences and other special rights, powers and duties of the Series A Preferred Partnership Units and which is hereby attached to and made a part of the Agreement.

     2. Pursuant to Section 4.02(a) of the Agreement, effective as of December 11, 2003, the issuance date of the Series A Preferred Shares by the General Partner, the Partnership hereby issues 3,950,000 Series A Preferred Partnership Units to the General Partner as provided in EXHIBIT D. The Series A Preferred Partnership Units have been created and are being issued in conjunction with the General Partner’s issuance of the Series A Preferred Shares, and as such, the Series A Preferred Partnership Units are intended to have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the Series A Preferred Shares, and the terms of this Amendment, including without limitation the attached EXHIBIT D, shall be interpreted in a fashion consistent with this intent. In return for the issuance to the General Partner of the Series A Preferred Partnership Units, the General Partner has contributed to the Partnership the funds raised through its issuance of the Series A Preferred Shares (the General Partner’s capital contribution shall be deemed to equal the amount of the gross proceeds of that share issuance, 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 Series A 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 Second Amendment.

     5. Except as specifically defined herein, all capitalized terms shall have the respective meanings provided in the Agreement. This Second Amendment has been authorized by the General Partner pursuant to Article 11 of the Agreement and does not require execution by the Limited Partners. Except as herein amended, the Agreement is hereby ratified, confirmed, and reaffirmed for all purposes and in all respects.

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

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EXHIBIT D

DESIGNATION OF THE
SERIES A PREFERRED PARTNERSHIP UNITS
OF CAPITAL AUTOMOTIVE L.P.

     1.  Number of Units and Designation.

     A class of ownership interests in the Partnership entitled “Series A Preferred Partnership Units” is hereby designated and the number of Series A Preferred Partnership Units constituting such class shall be 4,025,000.

     2.  Definitions.

     For purposes of the Series A 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:

      “Distribution Payment Date” means any date on which cash dividends are paid on all outstanding shares of the Series A Preferred Shares.

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

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

      “Series A Preferred Shares” means the 7½% Series A Cumulative Redeemable Preferred Shares issued by the General Partner.

     3.  Distributions.

     Notwithstanding anything to the contrary contained in Section 5.02 of the Agreement, on each Distribution Payment Date, the General Partner shall cause the Partnership to make a cash distribution to the General Partner with respect to the Series A Preferred Partnership Units in an amount equal to the amount that is required to be distributed by the General Partner on that date to the holders of Series A Preferred Shares. The Series A 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 m