exv10w17



 



Exhibit 10.17


SECOND AMENDMENT TO CREDIT AGREEMENT

June 26, 2003



Capital Automotive L.P.

1420 Spring Hill Road

Suite 525

McLean, VA 22102

Attention: Treasurer and General Counsel




		
	 	Re:    Second Amendment (“Second Amendment”) to the Capital Automotive L.P.
Revolving Credit Agreement dated as of March 29, 2002 by and among the
financial institutions from time to time signatory thereto (each a
“Lender”, and collectively the “Lenders”), Comerica Bank, as Agent for
the Lenders (in such capacity, “Agent”), Capital Automotive L.P.
(“Company”) and the Co-Borrowers from time to time signatory thereto
(collectively with the Company, the “Borrowers”), as amended by that
certain First Amendment to Credit Agreement dated as of May 1, 2002 (as
amended, the “Credit Agreement”)



Ladies and Gentlemen:



          Reference is made to the Credit Agreement. Except as specifically defined
to the contrary herein, capitalized terms used in this Second Amendment shall
have the meanings given them in the Credit Agreement.



          Based upon the Agent’s receipt of the approval of the requisite Lenders
(in the form attached to this Second Amendment) and subject to the terms and
conditions set forth in this Second Amendment, the Agent hereby confirms the
agreement by the requisite Lenders to amend and restate paragraph (a) of the
definition of “Borrowing Base Limitations” in Section 1 of the Credit Agreement
as stated below:




		
	 	        “(a)     The Borrowing Base shall not include the value of any
Eligible Property that has been included in the Borrowing Base for
more than 12 consecutive months from the first day of the calendar
month covered by the initial Borrowing Base Certificate submitted
hereunder in which such Property was included as an Eligible
Property, if such initial Borrowing Base Certificate was a regular
Borrowing Base Certificate submitted under Section 7.2 (c) hereof,
and 12 consecutive months from the first day of the month
immediately following the month during which the Eligible Property
was first included by the Borrowers in a special Borrowing Base
Certificate submitted under Section 2.3(a)(iv).”



          Further, subject to the terms and conditions set forth in this Second
Amendment, the Agent hereby also confirms the agreement by the requisite
Lenders to delete the current Exhibit H to the Credit Agreement and insert an
amended and restated Exhibit H in its place, such amended and restated Exhibit
H to be in the form attached to this Second Amendment as Annex I.



 






 





          Except as set forth above, this Second Amendment shall not be deemed to
amend or alter in any respect the terms and conditions of the Credit Agreement,
the Notes or any other Loan Document and shall not be deemed to be a waiver of
or consent to any other matter.



          By signing and returning a counterpart of this Second Amendment to the
Agent, Company acknowledges its acceptance of the terms of this Second
Amendment. This Second Amendment shall not become effective unless and until
(i) this Second Amendment is countersigned by the Borrowers, the Agent and the
requisite Lenders and such countersignatures are returned to the Agent, (ii)
the Acknowledgement of Guarantor `attached hereto is executed and delivered by
Guarantor to Agent, (iii) Agent shall have received certified copies of company
or partnership resolutions or other authority documents confirming, as
applicable, the due authorization, execution and delivery of the Second
Amendment by each of the Borrowers and the Guarantor, (iv) Agent shall have
received that certain Closing Certificate dated as of the date hereof, and (v)
payment to each Lender of an amendment fee (the “Amendment Fee”) in an amount
equal to twenty (20) basis points times such Lender’s applicable Percentage of
the Revolving Credit Aggregate Commitment. Upon receipt of the requisite
signatures, the Amendment Fee and satisfaction of the terms and conditions set
forth herein, this Second Amendment shall be deemed to be effective as of June
26, 2003.




	 	 	 
	 	 	
Very truly yours,
	 	 	
 
	 	 	
COMERICA BANK, as Agent and Lender
	 	 	
 
	 	 	
By:   /s/ Joseph M. Davignon
	 	 	


	 	 	
 
	 	 	
Its:   First Vice President
	 	 	





2






 



 ACKNOWLEDGMENTS




	 	 	 	 	 
	Acknowledged and agreed:	 	 	BORROWERS:
	 	 	 	 	 
	 	 	 	CAPITAL AUTOMOTIVE L.P.
	 	 	 	 	 
	 	 	 	By:	Capital Automotive REIT
	 	 	 	Its:	General Partner
	 	 	 	 	 
	 	 	 	By:	/s/ David S. Kay


	 	 	 	 	 
	 	 	 	Its:	Senior Vice
President and

Chief Financial Officer




	 	 	 
	 	
CAR 1 MOM L.P., a Delaware limited partnership
	 	 	
 
	 	 	
BY:   CAR MOM INC., it general partner
	 	 	
 
	 	 	
By:   /s/ David S. Kay


	 	 	
 
	 	 	
Its:   Senior Vice President and

         Chief Financial
Officer




	 	 	 
	 	
CAR 2 MOM L.P., a Delaware limited partnership
	 	 	
 
	 	 	
BY:   CAR MOM INC., its general partner
	 	 	
 
	 	 	
By:   /s/ David S. Kay


	 	 	
 
	 	 	
Its:   Senior Vice President and

          Chief
Financial Officer




	 	 	 
	 	
CAR SON PARR L.P., a Delaware limited partnership
	 	 	
 
	 	 	
BY:   CAR MOM INC., its general partner
	 	 	
 
	 	 	
By:   /s/ David S. Kay


	 	 	
 
	 	 	
Its:   Senior Vice President and

           Chief
Financial Officer




          Dated as of June 26, 2003



3






 



SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT



4







 





Approval of Second Amendment and Authorization



          The undersigned Lender, by its duly authorized officer, hereby confirms
its approval of the attached Second Amendment on the terms and conditions set
forth therein and its authorization to the Agent to issue the Second Amendment
to the Company.




	 	 	 
	 	
LENDER:
	 	 	
 
	 	
BANK OF AMERICA
	 	 	
 
	 	By:	
/s/ K.W. Winston, III
	 	 	


	 	Name:	
K.W. Winston, III
	 	 	


	 	Title:	
Senior Vice President
	 	 	





Date: June 24, 2003


SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT








 





Approval of Second Amendment and Authorization



          The undersigned Lender, by its duly authorized officer, hereby confirms
its approval of the attached Second Amendment on the terms and conditions set
forth therein and its authorization to the Agent to deliver the Second
Amendment to the Company.




	 	 	 
	 	
LENDER:
	 	 	
 
	 	
BANK ONE, N. A.
	 	 	
 
	 	By:	
/s/ Peter J. Valore
	 	 	


	 	Name:	
Peter J. Valore
	 	 	


	 	Title:	
Vice President
	 	 	





Date: June 26, 2003


SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT








 





Approval of Second Amendment and Authorization



          The undersigned Lender, by its duly authorized officer, hereby confirms
its approval of the attached Second Amendment on the terms and conditions set
forth therein and its authorization to the Agent to deliver the Second
Amendment to the Company.




	 	 	 
	 	
LENDER:
	 	 	
 
	 	
BRANCH BANKING AND TRUST

COMPANY
	 	 	
 
	 	By:	
/s/ Ronald P. Gudbrandsen
	 	 	


	 	Name:	
Ronald P. Gudbrandsen
	 	 	


	 	Title:	
Senior Vice President
	 	 	





Date: June 23, 2003


SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT








 





Approval of Second Amendment and Authorization



          The undersigned Lender, by its duly authorized officer, hereby confirms
its approval of the attached Second Amendment on the terms and conditions set
forth therein and its authorization to the Agent to deliver the Second
Amendment to the Company.




	 	 	 
	 	
LENDER:
	 	 	
 
	 	
TOYOTA MOTOR CREDIT

CORPORATION, a California

corporation
	 	 	
 
	 	By:


Name:	
/s/ D. M. Taylor


Mike Taylor



	 	Title:	
Corporate Manager Dealer Relations




Date: June 24, 2003


SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT








 



ACKNOWLEDGMENT OF GUARANTOR



          The undersigned, being an authorized officer of Capital Automotive REIT
(the “Guarantor”) hereby acknowledges that (a) the Guarantor executed a
Guaranty dated as of March 29, 2002, as amended by that certain First Amendment
to Guaranty dated as of October 17, 2002 and that certain Second Amendment to
Guaranty dated as of June 26, 2003 (as amended, the “Guaranty”) pursuant to
which such Guarantor guaranteed the obligations of the Borrowers under that
certain Capital Automotive L.P. Revolving Credit and Term Loan Agreement dated
as of March 29, 2002, as amended (as amended, the “Credit Agreement”) by and
among the Company, the Co-Borrowers from time to time signatory thereto
(collectively with the Company, the “Borrowers”), certain financial
institutions (the “Lenders”) and Comerica Bank as agent for the Lenders (the
“Agent”) and (b) the Borrowers, the Lenders and the Agent have executed the
Second Amendment to the Credit Agreement dated as of date hereof (the “Second
Amendment”). The undersigned hereby ratifies and confirms its obligations
under the Credit Agreement and the Guaranty and agrees that the Guaranty
remains in full force and effect after giving effect to the effectiveness of
the Second Amendment. Capitalized terms not otherwise defined herein will have
the meanings given in the Credit Agreement. This acknowledgment shall be
governed by and construed in accordance with the laws of, and be enforceable
in, the State of Michigan.



          Dated as of the 26th day of June, 2003




	 	 	 
	 	
CAPITAL AUTOMOTIVE REIT, a Maryland real

estate trust
	 	 	
 
	 	By:	
/s/ David S. Kay

 
	 	Its:	
Senior Vice President and

    Chief Financial Officer



SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT








 





ANNEX I



EXHIBIT H



(See Attached)



SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT