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Exhibit 99.9

FIRST AMENDMENT TO GUARANTY

October 17, 2002

Capital Automotive REIT
Capital Automotive L.P.
1420 Spring Hill Road
Suite 525
McLean, VA 22102



| |  |  | Re: First Amendment (First Amendment) to the Guaranty Agreement dated
as of March 29, 2002, executed and delivered by Capital Automotive REIT
(Guarantor) (as amended, the Guaranty), under and in connection with
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 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 Guaranty. Except as specifically defined to the
contrary herein, capitalized terms used in this First Amendment shall have the
meanings given them in the Guaranty.

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 and restate Section 5.11 of the
Guaranty as follows:

5.11 Maintain Total Liabilities to Consolidated Tangible Net Worth.
Maintain as of the end of each fiscal quarter ending on or after the Effective
Date, a ratio of Total Liabilities as of such date to Consolidated Tangible Net
Worth as of such date of not more than the following amounts for the periods
specified below:

|                                                 |  |             
|------------------------------------------------ |  | ------------
|Fiscal Quarters Ending                           |  | Ratio       
|                                                 |  |             
|September 30, 2002                               |  | 2.25 to 1.00
|December 31, 2002                                |  |             
|March 31, 2003                                   |  |             
|                                                 |  |             
|June 30, 2003 and each fiscal quarter
thereafter |  | 2.00 to 1.00
|                                                 |  |             

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 Guaranty, 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.

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By signing and returning a counterpart of this First Amendment to the
Agent, the Guarantor, the Company and the Co-Borrowers acknowledge their
acceptance of the terms of this First Amendment. This First Amendment shall not
become effective unless and until countersigned by the Guarantor, the Company
and the Co-Borrowers, 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 September 30, 2002.

|                        
|------------------------
|Very truly yours,       
|                        
|COMERICA BANK, as Agent 
|                        
|By: /s/ David M. Garbarz
|                        
|Its: Vice President     

ACKNOWLEDGMENTS

|                         |  |                                                                 
|------------------------ |  | ----------------------------------------------------------------
|Acknowledged and agreed: |  | GUARANTOR:                                                      
|                        
|                         |  | CAPITAL AUTOMOTIVE REIT,a Maryland real
estate trust            
|                        
|                         |  | By: /s/ Peter C. StaafIts: Senior Vice President and Treasurer  
|                        
|                         |  | BORROWERS:                                                      
|                        
|                         |  | CAPITAL AUTOMOTIVE L.P.                                         
|                        
|                         |  | By:    Capital Automotive REIT
Its:   General Partner           
|                        
|                         |  | By:   /s/ Peter C. StaafIts: Senior Vice President and Treasurer
|                        
|                         |  | CAR CMX 2 L.L.C.,a Delaware limited
liability company           
|                        
|                         |  | By: Capital Automotive L.P.,
       its managing member         
|                        
|                         |  | By:  Capital Automotive REIT,
             its general partner  

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|                                                               
|---------------------------------------------------------------
|By: /s/ Peter C. StaafIts: Senior Vice President and Treasurer 
|                                                               
|CAR FER L.P.,a Delaware limited
partnership                    
|                                                               
|BY: CAR MOM INC., its general partner                          
|                                                               
|By:  /s/ Peter C. StaafIts: Senior Vice President and Treasurer

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|                                                                
|----------------------------------------------------------------
|CAR HDV L.L.C.,a Delaware limited
liability company             
|                                                                
|By: Capital Automotive L.P.,
        its managing member        
|                                                                
|By: Capital Automotive REIT,
                its general partner
|                                                                
|By: /s/ Peter C. StaafIts: Senior Vice President and Treasurer  
|                                                                
|CAR MAG L.L.C.,a Delaware limited liability company             
|                                                                
|By: Capital Automotive L.P.,
        its managing member        
|                                                                
|By: Capital Automotive REIT,
                its general partner
|                                                                
|By:  /s/ Peter C. StaafIts: Senior Vice President and Treasurer 
|                                                                
|CAR 1 MOM L.P.,a Delaware limited partnership                   
|                                                                
|BY: CAR MOM INC., it general partner                            
|                                                                
|By:  /s/ Peter C. StaafIts: Senior Vice President and Treasurer 
|                                                                
|CAR 2 MOM L.P.,a Delaware limited partnership                   
|                                                                
|BY: CAR MOM INC., its general partner                           
|                                                                
|By: /s/ Peter C. StaafIts: Senior Vice President and Treasurer  

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|                                                               
|---------------------------------------------------------------
|CAR PAR L.P.,a
Delaware limited
partnership                    
|                                                               
|BY: CAR MOM INC., its general partner                          
|                                                               
|By: /s/ Peter C. Staaf                                         
|                                                               
|Its: Senior Vice President and Treasurer                       
|                                                               
|CAR SON CALA L.L.C.,a Delaware limited
liability company       
|                                                               
|By: Capital Automotive L.P.,
       its managing member        
|                                                               
|By: Capital Automotive REIT,
               its general partner
|                                                               
|By: /s/ Peter C. Staaf                                         
|                                                               
|Its: Senior Vice President and Treasurer                       
|                                                               
|CAR SON PARR L.P.,a
Delaware limited partnership               
|                                                               
|BY: CAR MOM INC., its general partner                          
|                                                               
|By: /s/ Peter C. StaafIts: Senior Vice President and Treasurer 

Dated as of October 17, 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 Guarantor, the Company and the
Co-Borrowers.

|                                      
|--------------------------------------
|Comerica Bank                         
|                                      
|By: /s/ David M. GarbarzVice President
|                                      
|Date: October 17, 2002                
|                                      
|Bank One, N.A.                        
|                                      
|By: /s/ Peter J. Valore               
|                                      
|Date: October 18, 2002                
|                                      
|Bank of America, N.A.                 
|                                      
|By: /s/ Ken Winston                   
|                                      
|Date: October 17, 2002                
|                                      
|Toyota Financial Services             
|                                      
|By: /s/ Mike Taylor                   
|Corporate Dealer Relations            
|                                      
|Date: October 17, 2002                

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