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Exhibit 99.7

May 1, 2002

Capital Automotive L.P.
1420 Spring Hill Road
Suite 525
McLean, VA 22102
Attention: Treasurer and General Counsel



| |  |  | Re: First Amendment (First Amendment) to the Capital Automotive L.P.
Revolving Credit and Term Loan 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, 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 First 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 First Amendment) and subject to the terms and
conditions set forth in this First Amendment, the Agent hereby confirms the
agreement by the requisite Lenders to amend Section 5.11 of the Credit
Agreement by deleting the words May 1, 2002 and substituting the words June
1, 2002 therefor.

Except as set forth above, this First 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 First Amendment to the
Agent, Company acknowledges its acceptance of the terms of this First
Amendment. This First Amendment shall not become effective unless and until
countersigned by the Company and returned to the Agent. Upon receipt of the
requisite signatures and satisfaction of the terms and conditions set forth
herein, this First Amendment shall be deemed to be effective as of May 1, 2002.

| |                                             
| | --------------------------------------------
| | Very truly yours,                           
|
|
|
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| | COMERICA BANK, as Agent                     
|
| | By: /s/ Anthony J. MrockoIts: Vice President

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ACKNOWLEDGMENTS

|                         |  |                                                    
|------------------------ |  | ---------------------------------------------------
|Acknowledged and agreed: |  | BORROWER:                                          
|                        
|                         |  | CAPITAL AUTOMOTIVE L.P.                            
|                        
|                         |  | By:   Capital Automotive REIT
Its:  General Partner
|                        
|                         |  | By:  /s/ Peter C. Staaf                            
|                        
|                         |  | Its: Senior Vice President and Treasurer           
|                        
|Dated as of May 1, 2002  |  |                                                    

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Approval of First Amendment and Authorization

The undersigned Lender hereby confirms its approval of the attached First
Amendment on the terms and conditions set forth therein and its authorization
to the Agent to issue the First Amendment to the Company.

| |                                  
| | ---------------------------------
| | Comerica Bank                    
|
| | By: /s/ Anthony J. Mrocko        
| | Vice President                   
|
| | Date: May 7, 2002                
|
| | Bank One, N.A.                   
|
| | By: /s/ Peter J. Valore          
|
| | Date: May 6, 2002                
|
| | Bank of America, N.A.            
|
| | By:   /s/ M. Patricia Kay        
| | Senior Vice President            
|
| | Date: May 6, 2002                
|
| | Branch Banking and Trust Company 
|
| | By:  /s/ Christopher E. Verwoerdt
|
| | Date: May 1, 2002                
|
| | Toyota Motor Credit Corporation  
|
| | By: /s/ David E. Pelliccioni     
| | Vice President                   
|
| | Date: June 6, 2002               

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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 (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 First Amendment to the
Credit Agreement dated as of date hereof (the First 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 First 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 1st day of May, 2002

CAPITAL AUTOMOTIVE REIT,a Maryland real estate trust

By: /s/ Peter C. Staaf

Its: Senior Vice President and Treasurer

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