exv4w14



 






EXHIBIT 4.14




 

 






CAPITAL AUTOMOTIVE REIT,




as Issuer




and




CAPITAL AUTOMOTIVE L.P.,




as Guarantor




and




WELLS FARGO BANK, NATIONAL ASSOCIATION,




as Trustee




THIRD SUPPLEMENTAL TRUST INDENTURE




Dated as of August 13, 2004




Providing for Guarantee of




6.75% MONTHLY INCOME NOTES DUE 2019




and




6% CONVERTIBLE NOTES DUE MAY 15, 2024




 

 






 









 












     THIS THIRD SUPPLEMENTAL TRUST INDENTURE is made as of this 13th day of August, 2004
(the “Supplemental Indenture”), by and among Capital Automotive REIT, a real
estate investment trust organized under the laws of the State of Maryland, as issuer (the
“Company”), Capital Automotive L.P., a limited partnership organized under the
laws of the State of Delaware, as guarantor (the “Partnership”) and Wells Fargo Bank,
National Association, a national banking association organized under the laws of the United
States of America, as trustee (the “Trustee”). Capitalized terms used and not otherwise
defined herein shall have the respective meanings given them in the Base Indenture (as defined
below).



RECITALS OF THE COMPANY




     WHEREAS, the Company has heretofore entered into a Base Indenture with the Trustee, dated as
of April 15, 2004, as supplemented by the First Supplemental Trust Indenture, dated as of April 15,
2004, between the Company and the Trustee (the “First Supplemental Indenture”); and the
Second Supplemental Trust Indenture, dated as of May 12, 2004, between the Company and the Trustee
(the “Second Supplemental Indenture”) (collectively, the “Base Indenture”),
providing for the issuance from time to time of unsubordinated debentures, notes or other evidences
of indebtedness in series;



     WHEREAS, the Base Indenture is incorporated herein by this reference;



     WHEREAS, under the Base Indenture, the Board of Trustees of the Company may at any time, in
respect of the Securities of any series, add a Guarantor pursuant to a supplemental indenture
executed by the Company, the Guarantor and the Trustee;



     WHEREAS, the Partnership desires to guarantee the Company’s 6.75% Monthly Income Notes due
2019 (the “Income Notes”), having the terms and conditions set forth in the First
Supplemental Indenture;



     WHEREAS, the Partnership desires to guarantee the Company’s 6% Convertible Notes due May 15,
2024 (the “Convertible Notes”), having the terms and conditions set forth in the Second
Supplemental Indenture;



     WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental
Indenture and to make it a valid and binding obligation of the Company and the Partnership have
been done or performed;



     NOW THEREFORE, for and in consideration of the agreements and obligations set forth herein and
for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties
hereto hereby agree as follows:



 









 





ARTICLE I




THE GUARANTEES




     SECTION 1.1 Guarantee of the Income Notes.



     (a) The Partnership shall be a Guarantor of the Income Notes until it is released from and
relieved of its obligations under Article XIII of the Base Indenture.



     (b) The Guarantee shall be issued in substantially the form set out in Exhibit A
hereto.



     SECTION 1.2 Guarantee of the Convertible Notes.



     (a) The Partnership shall be a Guarantor of the Convertible Notes until it is released from
and relieved of its obligations under Article XIII of the Base Indenture.



     (b) The Guarantee shall be issued in substantially the form set out in Exhibit B
hereto.



ARTICLE II




MISCELLANEOUS PROVISIONS




     SECTION 2.1 Ratification and Incorporation of Base Indenture.



     As supplemented by this Supplemental Indenture, the Base Indenture is in all respects ratified
and confirmed, and the Base Indenture together with this Supplemental Indenture shall be read,
taken and construed as one and the same instrument.



     SECTION 2.2 Governing Law.



     This Supplement shall be governed by, and construed in accordance with, the laws of the state
of New York (without giving effect to the conflicts of laws principles thereof).



     SECTION 2.3 Counterparts.



     This Supplemental Indenture may be executed in any number of counterparts, each of which shall
be an original; but such counterparts shall together constitute but one and the same instrument.



     SECTION 2.4 Entire Agreement.



     This Supplemental Indenture, together with the Base Indenture, constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof, and fully
supersedes any prior of contemporaneous agreements relating to such subject matter.



-2-




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the day and year first above written.



	 	 	 	 	 
	 	 	Capital Automotive REIT,
	 	 	as Issuer
	 
	 	 	 	 
	

	 	By:
	 	/s/ David S. Kay
	

	 	 	 	 
	

	 	Name:

Title:
	 	David S. Kay

Senior Vice President

Chief Financial Officer and Treasurer
	 
	 	 	 	 
	 	 	Capital Automotive L.P.,
	Attest:	 	as Guarantor, by Capital Automotive REIT,
	 	 	its general partner






	 	 	 	 	 	 	 
	By:

	 	/s/ John M. Weaver

	 	By:
	 	/s/ David S. Kay

	

	 	 
	 	 	 	 
	Name:

Title:

	 	John M. Weaver

Senior Vice President,

General Counsel and Secretary
	 	Name:

Title:
	 	David S. Kay

Senior Vice President

Chief Financial Officer and Treasurer






	 	 	 	 	 
	 	 	Wells Fargo Bank, National Association,
	 	 	as Trustee
	 
	 	 	 	 
	

	 	By:
	 	/s/ Joseph P. O’Donnell

	

	 	 	 	 
	

	 	Name:

Title:
	 	Joseph P. O’Donnell

Assistant Vice President






[Third Supplemental Trust Indenture]