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Exhibit 99.8

Execution Copy

GUARANTY

This GUARANTY is made as of this 29th day of March, 2002, by Capital
Automotive REIT, a real estate investment trust formed under the laws of
Maryland (Guarantor) to Comerica Bank, as the Agent (Agent) for and on
behalf of the Lenders (as defined below).

RECITALS

A.     Pursuant to that certain Capital Automotive L.P. Revolving Credit
Agreement dated as of March 29, 2002 (as amended or otherwise modified from
time to time, the Credit Agreement) by and among Capital Automotive L.P., a
Delaware limited partnership (CALP) and the Co-Borrowers (as defined therein
and collectively with CALP, each a Borrower and together the Borrowers)
which are parties thereto from time to time, the Agent, the financial
institutions which are parties thereto from time to time (Lenders) and
Guarantor, the Lenders have agreed to extend credit to the Borrowers on the
terms set forth in the Credit Agreement, with such credit consisting of (i) the
Revolving Credit in an aggregate amount, subject to the terms of the Credit
Agreement, not to exceed the Revolving Credit Aggregate Commitment, (ii) as
part of the Revolving Credit, a facility for the issuance of letter(s) of
credit (Letter(s) of Credit) for the account of the Account Parties pursuant
to Section 3 of the Credit Agreement, and (iii) as part of the Revolving
Credit, a Swing Line facility pursuant to Section 2 of the Credit Agreement.

B.     As a condition to entering into and performing their respective
obligations under the Credit Agreement, the Lenders and the Agent have required
that Guarantor provide to the Agent, for and on behalf of the Lenders, this
Guaranty.

C.     Guarantor desires to see the success of the Borrowers and furthermore,
Guarantor shall receive direct and/or indirect benefits from extensions of
credit made or to be made pursuant to the Credit Agreement to the Borrowers.

D.     The business operations of the Borrowers and the Guarantor are
interrelated and complement one another, and such entities have a common
business purpose, with intercompany bookkeeping and accounting adjustments used
to separate their respective properties, liabilities, and transactions; and (i)
to permit their uninterrupted and continuous operations, such entities now
require and will from time to time hereafter
require funds and credit accommodations for general business purposes and
(ii) the proceeds of advances under the Revolving Credit, the Swing Line and
other credit facilities extended under the Credit Agreement will directly or
indirectly benefit the Borrowers and the Guarantor hereunder, severally and
jointly.





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E.     The Agent is acting as agent for the Lenders pursuant to Section 12 of
the Credit Agreement.

NOW, THEREFORE, to induce each of the Lenders to enter into and perform
its obligations under the Credit Agreement, Guarantor has executed and
delivered this guaranty (as amended and otherwise modified from time to time,
this Guaranty).

1.     Definitions Unless otherwise provided herein, all capitalized terms in
this Guaranty shall have the meanings specified in the Credit Agreement. As
used herein, the term Lenders shall include any successors or assigns of the
Lenders in accordance with the Credit Agreement and the term Borrowers shall
include the Borrowers collectively and either or any of them, and the following
terms shall have the meanings specified below:

Consolidated (or consolidated) or Consolidating (or consolidating)
shall mean, when used with reference to any financial term in this Agreement,
the aggregate for two or more Persons of the amounts signified by such term for
all such Persons determined on a consolidated basis in accordance with GAAP.

Consolidated Debt Service Coverage Ratio shall mean, at the applicable
date of determination as specified in Section 5.10, a ratio, the numerator of
which is Consolidated EBITDA and the denominator of which is the Debt Service
of CARS and its Consolidated Subsidiaries.

Consolidated EBITDA shall mean, as of any date of determination, the sum
of Consolidated Net Income for the four (4) preceding fiscal quarters ending on
such date of determination, plus, to the extent deducted in computation of such
Consolidated Net Income, (i) income taxes for that period, (ii) interest
expense for that period and (iii) depreciation and amortization expense for
that period, in each case determined in accordance with GAAP.

Consolidated Interest Expense shall mean for any period total cash
interest expense (including that attributable to Capitalized Leases) of a
Person plus, without duplication, capitalized interest expense, determined on a
Consolidated basis in accordance with GAAP.

Consolidated Net Income shall mean the net income (or loss) of Guarantor
and its Consolidated Subsidiaries for any period, before deducting any amounts
for the minority interests in CALP, determined in accordance with GAAP on a
Consolidated basis.

Consolidated Net Worth shall mean, as of any date of determination, the
remainder of (a) net book value of all assets of Guarantor and its Consolidated
Subsidiaries on a Consolidated basis in accordance with GAAP plus, to the
extent not included in book value, the minority interest in CALP, minus (b)
Total Liabilities of Guarantor and its Consolidated Subsidiaries, in each case
as reflected on the balance sheet of the Guarantors most recent financial
statements filed as part of a form 10K or 10Q filed with the Securities
Exchange Commission.





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Consolidated Tangible Net Worth shall mean, as of any date of
determination Consolidated Net Worth on such date plus Consolidated
Subordinated Debt minus all intangible assets of Guarantor and its Consolidated
Subsidiaries (including, without limit, goodwill, trademarks, trade names,
mailing lists, catalogs, bond discount and underwriting expenses, organization
expenses, patents, licenses and similarly classified assets) on a Consolidated
basis in accordance with GAAP.

Debt Service shall mean, as of any date of determination, a Persons
current portion of the principal amortization of long term debt determined
according to GAAP for the succeeding four fiscal quarters, plus Consolidated
Interest Expense for the preceding four fiscal quarters, plus scheduled
dividends payable during such period by CARS on any preferred stock.

The occurrence of any of the following events shall constitute an Event
of Default under this Guaranty:



| |                                               
| | ----------------------------------------------
| | (a) non-payment of any sum when due hereunder;



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| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) default in the observance or performance of any of the
conditions, covenants or agreements set forth in Section 5.3(a), 5.5,
5.6, 5.10 through 5.12 and 6.12 hereof;



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| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) default in the observance or performance of any of the
conditions, covenants or agreements set forth in Section 6 hereof (other
than Section 6.12) and the continuance thereof for a period of thirty
(30) consecutive days;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) default in the observance or performance of any of the
conditions, covenants or agreements set forth in Sections 5.1(a) through
5.1(d), and the continuance thereof for a period of five (5) consecutive
days after written notice from Agent;                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (e) default in the observance or performance of any of the
conditions, covenants or agreements set forth in Sections 5.3(b) through
5.3(d), 5.4, and 5.7 through 5.9 and the continuance thereof for a period
of thirty (30) consecutive days after Notice, provided that in the case
of any such default caused by the act or omission of any Person other
than CARS, any Borrowers or any Non-Borrowing Subsidiary (or their
respective officers or employees), including any tenant or other third
party, which is reasonably susceptible of cure but not within such thirty
(30) day period, the applicable period of cure will be extended up to an
additional sixty (60) days;



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| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f) default in the observance or performance of any of the other
conditions, covenants or agreements set forth in this Guaranty and
continuance thereof for a period of thirty (30) consecutive days after
written notice from Agent;
|
| | (g) the occurrence of any Event of Default under the
Credit Agreement; and                                                                                                                                                           





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| | (h) any representation or warranty made by Guarantor pursuant to
this Guaranty or in any instrument submitted pursuant hereto proves
untrue or misleading in any material adverse respect when made;

provided, however, that any event which with the giving of notice or the
passage of time, or both, would constitute an Event of Default under this
Guaranty shall constitute a Default hereunder.

FFO shall mean, for any period, Consolidated Net Income for such period,
excluding any gains or losses from debt restructurings or from the sale of any
property or assets, plus depreciation and amortization for such period, all
determined in accordance with GAAP on a Consolidated basis.

GAAP shall mean generally accepted accounting principles in the United
States of America, as in effect on the date hereof, consistently applied.

Majority Banks shall mean the Majority Revolving Credit Lenders, as
defined in the Credit Agreement.

Non-Core Property(ies) shall mean any Property or assets other than (i)
Property being leased by CALP or any other Borrower or any Non-Borrowing
Subsidiary to a Person engaged in the sale of new or used motor vehicles and
related automotive operations (or entity which owns or operates such Person)
which is improved and operated by such Person or group of related Persons as
part of a franchised new motor vehicle dealership or a used motor vehicle
dealership operated by CarMax, Inc. or another operator approved by the Agent
and the Majority Banks, and (ii) any ancillary parcels such as storage lots,
service buildings and automotive body shops, but only if
located in reasonable proximity (determined on a basis comparable to that
used by Agent for Eligible Properties under the Credit Agreement) to the
primary dealership parcels included in clause (i).

Qualifying REIT Subsidiary(ies) shall mean any wholly-owned Subsidiary
of the Guarantor established, in accordance with applicable tax law, to be the
managing member or general partner of any Co-Borrower or Non-Borrowing
Subsidiary and which holds aggregate ownership interests in any such
Co-Borrower or Non-Borrowing Subsidiary of one percent (1%) or less, but which
holds no other property or assets.

Total Assets shall mean, as of any applicable date of determination, the
total assets of Guarantor, determined on a Consolidated basis in accordance
with GAAP.

Total Liabilities shall mean as of any date of determination, the total
liabilities (minus any security deposits held by Guarantor, CALP or any of
their respective Subsidiaries pursuant to any Lease Agreement), as reflected on
the balance sheet of the Guarantors most recent financial statements filed as
part of a form 10K or 10Q filed with the Securities Exchange Commission,
determined according to GAAP.

2.     Guaranty. Guarantor hereby guarantees to the Lenders the due and
punctual payment to the Lenders when due, whether by acceleration or otherwise,
of all amounts, including, without limitation, principal, interest (including
interest accruing on or after the filing of any petition in





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bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding by or against
the Borrowers, whether or not a claim for post-filing or post-petition interest
is allowed in such a proceeding), and all other liabilities and obligations,
direct or indirect, absolute or contingent, due or to become due, now existing
or hereafter incurred, which may arise under, out of, or in connection with all
Indebtedness under or in connection with the Credit Agreement or the other Loan
Documents, whether such Indebtedness is now existing or hereafter arising
including but not limited to:



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| | (a) the aggregate principal amount of all outstanding Advances under
the Credit Agreement together with all interest accrued thereon from time
to time pursuant to the terms and conditions of the Credit Agreement;



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| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) any and all Letter of Credit Agreements executed or to be
executed by the Borrowers, individually, or jointly and severally with
any other Account Party, from time to time pursuant to the Credit
Agreement, and any Letters of Credit issued or to be issued thereunder;
and
|
| | (c) all extensions, renewals and amendments of or to the Credit
Agreement, any Notes (if issued thereunder), or such other Indebtedness,
or any replacements or substitutions therefor;                                                                                           

whether on account of principal, interest, reimbursement obligations, fees,
indemnities, and reasonable costs and expenses (including without limitation,
all reasonable fees and disbursements of counsel to the Agent or any Lender) or
otherwise, and Guarantor hereby agrees that if the Borrowers or any one of them
shall fail to pay any of such amounts when and as the same shall be due and
payable, or shall fail to perform and discharge any covenant, representation or
warranty in accordance with the terms of the Credit Agreement, the Letter of
Credit Agreements or any of the other Loan Documents (subject, in each case, to
any applicable periods of grace or cure), Guarantor will forthwith upon demand
pay to the Agent, on behalf of the Lenders, an amount equal to any such amount
or cause the Borrowers to do so, and will pay any and all damages that may be
incurred or suffered in consequence thereof by the Agent or any of the Lenders
and all reasonable expenses, including reasonable attorneys fees, that may be
incurred by the Agent or any of the Lenders in enforcing such covenant,
representation or warranty of the Borrowers, and in enforcing the covenants and
agreements of this Guaranty.

3.     Unconditional Character of Guaranty. The obligations of the Guarantor
under this Guaranty shall be absolute and unconditional, and shall be a
guaranty of payment and not of collection, irrespective of the validity,
regularity or enforceability of the Credit Agreement, the Letter of Credit
Agreements, the Letters of Credit, or any of the other Loan Documents, or any
provision thereof, the absence of any action to enforce the same, any waiver or
consent with respect to or any amendment of any provision thereof (provided
that any amendment of this Guaranty shall be in accordance with the terms
hereof), the recovery of any judgment against any Person or action to enforce
the same, any failure or delay in the enforcement of the obligations of the
Borrowers under the Credit Agreement, or any of the other Loan Documents, or
any setoff, counterclaim, recoupment, limitation, defense or termination
whether with or without notice to the Guarantor. Guarantor hereby waives
diligence, demand for payment, filing of claims with any court, any proceeding
to enforce any





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provision of the Credit Agreement, the Letter of Credit
Agreements, the Letters of Credit or any of the other Loan Documents, any right
to require a proceeding first against the Borrowers, or against any other
guarantor or other party providing collateral, or to exhaust any security for
the performance of the obligations of the Borrowers, any protest, presentment,
notice or demand whatsoever, and Guarantor hereby covenants that this Guaranty
shall not be terminated, discharged or released except, subject to Section 7.8
hereof, upon final payment in full of all Indebtedness due and to become due
from the Borrowers as and to the extent described above, and only to the extent
of any such payment, performance and discharge. Guarantor hereby further
covenants that no security now or subsequently held by the Agent or the Lenders
for the payment of the Indebtedness of the Borrowers to the Agent or to the
Lenders under the Credit Agreement, the Letter of Credit Agreements, the
Letters of Credit or the other Loan Documents (including, without limitation,
any security for any of the foregoing), whether in the nature of a security
interest, pledge, lien, assignment, setoff, suretyship,
guaranty, indemnity, insurance or otherwise, and no act, omission or other
conduct of the Agent or the Lenders in respect of such security, shall affect
in any manner whatsoever the unconditional obligations of this Guaranty, and
that the Agent and each of the Lenders in their respective sole discretion and
without notice to the Guarantor, may release, exchange, enforce, apply the
proceeds of and otherwise deal with any such security without affecting in any
manner the unconditional obligations of this Guaranty.

Without limiting the generality of the foregoing, the obligations of the
Guarantor under this Guaranty, and the rights of the Agent to enforce the same,
on behalf of the Lenders by proceedings, whether by action at law, suit in
equity or otherwise, shall not be in any way affected to the extent permitted
by applicable law, by (i) any insolvency, bankruptcy, liquidation,
reorganization, readjustment, composition, dissolution, winding up or other
proceeding involving or affecting any or all of the Borrowers, the Guarantor or
any other person including any discharge of, or bar or stay against collecting,
all or any of the Indebtedness in or as a result of any such proceeding; (ii)
any change in the ownership of any of the capital stock (or other ownership
interests) of any or all of the Borrowers or Guarantor, or any other party
providing collateral for any Indebtedness of the Borrowers covered by this
Guaranty, or any of their respective Affiliates; (iii) the election by the
Agent or any Lender, in any bankruptcy proceeding of any person, to apply or
not apply Section 1111(b)(2) of the Bankruptcy Code; (iv) any extension of
credit or the grant of any security interest or lien under Section 363 of the
Bankruptcy Code; (v) any agreement or stipulation with respect to the provision
of adequate protection in any bankruptcy proceeding of any person; (vi) the
avoidance of any security interest or lien in favor of the Agent or any Lender
for any reason; (vii) any action taken by the Agent or any Lender that is
authorized by this paragraph or any other provision of this Guaranty; or (viii)
any other principle or provision of law, statutory or otherwise, which is or
might be in conflict with the terms hereof.

Guarantor assumes the risk of keeping itself informed concerning the
financial condition of the Borrowers and all other circumstances bearing upon
the risk of nonpayment of the Indebtedness of the Borrowers in favor of the
Agent and Lenders arising under the Loan Documents. Furthermore, even if
Guarantor ceases to be a general partner of Capital Automotive, L.P. or an
Affiliate of any Borrower for any reason, Guarantor shall nevertheless, unless
otherwise agreed to in writing by Lenders, remain obligated under this Guaranty
to the full extent of the liability applicable to Guarantor on the date of such
cessation, and the obligation of Guarantor shall remain in full force and
effect





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according to the terms of this Guaranty until the Indebtedness has been
irrevocably paid and discharged in full and shall not be subject to revocation,
termination, cancellation or release.

Guarantor hereby waives to the fullest extent possible under applicable
law:

(a)  any defense based upon the doctrine of marshaling of assets or upon an
election of remedies by Agent or the Lenders, including, without limitation, an
election to proceed by non-judicial rather than judicial foreclosure;

(b)  any defense based upon any statute or rule of law which provides that
the obligation of a surety must be neither larger in amount nor in other
respects more burdensome than that of the principal;

(c)  any duty on the part of Agent or any of the Lenders to disclose to
Guarantor any facts Agent or the Lenders may now or hereafter know about the
Borrowers, regardless of whether Agent or any Lender has reason to believe that
any such facts materially increase the risk beyond that which Guarantor intends
to assume or has reason to believe that such facts are unknown to Guarantor or
has a reasonable opportunity to communicate such facts to Guarantor, since
Guarantor acknowledges that it is fully responsible for being and keeping
informed of the financial condition of Borrowers and of all circumstances
bearing on the risk of non-payment of any Indebtedness hereby guaranteed;

(d)  any claim for reimbursement, contribution, exoneration, indemnity or
subrogation, or any other similar claim, which Guarantor may have or obtain
against the Borrowers, by reason of the existence of this Guaranty, or by
reason of the payment by Guarantor of any Indebtedness or the performance of
this Guaranty or of any other Loan Documents, until the Indebtedness has been
repaid and discharged in full and no commitment to extend any credit under the
Credit Agreement or any of the Loan Documents (whether optional or obligatory),
or any Letter of Credit, remains outstanding, and any amounts paid to Guarantor
on account of any such claim at any time when the obligations of Guarantor
under this Guaranty shall not have been fully and finally paid shall be held by
Guarantor in trust for Agent and the Lenders, segregated from other funds of
Guarantor, and forthwith upon receipt by Guarantor shall be turned over to
Agent in the exact form received by Guarantor (duly endorsed to Agent by
Guarantor, if required), to be applied to Guarantor=s obligations under this
Guaranty, whether matured or unmatured, in such order and manner as Agent may
determine; and

(e)  any other event or action (excluding compliance by Guarantor with the
provisions hereof) that would result in the discharge by operation of law or
otherwise of Guarantor from the performance or observance of any obligation,
covenant or agreement contained in this Guaranty.

Guarantor acknowledges and agrees that this is a knowing and informed
waiver of the undersigneds rights, to the fullest extent possible under
applicable law, as discussed above and that the Agent and the Lenders are
relying on this waiver in extending credit to the Borrowers.





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The Agent and each of the Lenders may deal with the Borrowers and any
security held by them for the obligations of the Borrowers in the same manner
and as freely as if this Guaranty did not exist and the Agent shall be
entitled, on behalf of the Lenders, without notice to Guarantor, among other
things, to grant to the Borrowers such extension or extensions of time to
perform any act or acts as may seem advisable to the Agent (on behalf of the
Lenders) at any time and from time to time, and to permit the Borrowers to
incur additional indebtedness to the Agent, the Lenders, or any of them,
without terminating, affecting or impairing the validity or enforceability of
this Guaranty or the obligations of the Guarantor hereunder. Each Guarantor
waives all rights to participate in any security now or hereafter held by the
Agent or any Lender.

The Agent may proceed, either in its own name (on behalf of the Lenders)
or in the name of the Guarantor, or otherwise, to protect and enforce any or
all of its rights under this Guaranty by suit in equity, action at law or by
other appropriate proceedings, or to take any action authorized or permitted
under applicable law, and shall be entitled to require and enforce the
performance of all acts and things required to be performed hereunder by the
Guarantor. Each and every remedy of the Agent and of the Lenders shall, to the
extent permitted by law, be cumulative and shall be in addition to any other
remedy given hereunder or now or hereafter existing at law or in equity.

No waiver or release shall be deemed to have been made by the Agent or any
of the Lenders of any of their respective rights hereunder unless the same
shall be in writing and signed by or on behalf of the requisite Lenders as
determined pursuant to the Credit Agreement, and any such waiver shall be a
waiver or release only with respect to the specific matter and Guarantor
involved, and shall in no way impair the rights of the Agent or any of the
Lenders or the obligations of the Guarantor under this Guaranty in any other
respect at any other time.

At the option of the Agent, Guarantor may be joined in any action or
proceeding commenced by the Agent against the Borrowers or any of the other
parties providing collateral for any Indebtedness covered by this Guaranty in
connection with or based upon the Credit Agreement, the Letter of Credit
Agreements, the Letters of Credit or any of the other Loan Documents or other
Indebtedness, or any provision thereof, and recovery may be had against
Guarantor in such action or proceeding or in any independent action or
proceeding against any of them, without any requirement that the Agent or the
Lenders first assert, prosecute or exhaust any remedy or claim against the
Borrowers and/or any of the other parties providing collateral for any
Indebtedness covered by this Guaranty.

4.     Representations and Warranties. Guarantor (i) represents and warrants
with respect to itself, by reference thereto, those matters set forth in
sections 6.1, 6.2, 6.4 through 6.15 and 6.19 through 6.21 of the Credit
Agreement (as fully as though such
representations and warranties were set forth in their entirety in this
Guaranty, but referred to Guarantor rather than to the Borrowers), such
representations and warranties being deemed to be continuing and surviving
until the obligations of Guarantor are released in accordance with Section 7.8
hereof and (ii) represents and warrants, such representations and warranties
being deemed to be continuing and surviving until the obligations of the
Guarantor are released in accordance with Section 7.8 hereof, as follows:





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(a)  There are no security interest in, Liens, mortgages or other
encumbrances on and no financing statements on file with respect to any
property or assets of Guarantor, except for Permitted Liens and other Liens
disclosed on Schedule 6.2 hereto.

(b)  Guarantor is organized in conformity with the requirements for
qualification as a real estate investment trust under the Internal Revenue Code
(Code), Guarantor has met all of the requirements for qualification as a real
estate investment trust under the Code for its fiscal year ended December 31,
2001; and Guarantor is in a position to qualify for its current fiscal year as
a real estate investment trust under the Code and its proposed methods of
operation will enable it to so qualify.

(c)  Guarantor has no direct Subsidiaries other than CALP and the
Qualifying REIT Subsidiaries.

(d)(i) Subject to the last sentence of this clause (i), each of
Guarantors financial statements, has, to its knowledge, been prepared in
accordance with GAAP and fairly presents in all material respects (subject to
year-end adjustments in the case of interim statements) the financial condition
of Guarantor and the results of its operations for the periods covered thereby.
The projections and pro forma financial information contained in the materials
referenced in this clause (i) or otherwise delivered hereunder are based upon
good faith estimates and assumptions believed by management of Guarantor to be
reasonable at the time made, it being recognized by the Lenders that such
financial information as it relates to future events is not to be viewed as
fact and that actual results during the period or periods covered by such
financial information may differ from the projected results set forth therein.

(ii)  Since December 31, 2001 through the Effective Date there has been no
material adverse change in the financial condition of Guarantor or its
Subsidiaries taken as a whole, in each case except to the extent disclosed in
the 10-Q or 10-K (as applicable) report filed by Guarantor, for the most recent
fiscal period, as the case may be; to the best knowledge of Guarantor, neither
Guarantor nor any of its Subsidiaries has any contingent obligations (including
any liability for taxes) not disclosed by or reserved against in the December
31, 2001 balance sheets, as the case may be, except as set forth on Schedule
4(d)(ii) hereof, and as of the Effective Date, there are no unrealized or
anticipated losses from any present commitment of Guarantor or any of its
Subsidiaries which contingent obligations and losses in the aggregate could not
reasonably be expected to have a Material Adverse Effect.

5.     Affirmative Covenants. Guarantor covenants and agrees that, until the
obligations of Guarantors are released in accordance with Section 7.8 hereof,
it shall, and (except with respect to Sections 5.1 and 5.6 hereof) it shall
cause its Subsidiaries (other than CALP and CALPs Subsidiaries) to:

5.1 Financial Statements and Other Information. Furnish to the Agent (or
cause the Borrowers to do so) with sufficient copies for each Lender:





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| | (a) As soon as available and in any event within 90 days following
the last day of each fiscal year of the Guarantor, form 10K as prepared
by the Guarantor and filed with the Securities and Exchange Commission;



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| | (b) As soon as available and in any event within 45 days following
the last day of each of the first three fiscal quarters of the Guarantor
form 10Q as prepared by the Guarantor and filed with the Securities and
Exchange Commission;



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| | -------------------------------------------------------------------------------------------------------------------------------------
| | (c) Together with form 10K and 10Q, as the case may be, delivered
under Section 5.1(a) and 5.1(b), a Covenant Compliance Certificate;



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| | (d) Together with the form 10K delivered pursuant to Section 5.1(a),
annual projections and an annual budget for Guarantor (on a Consolidated
basis), in each case in form reasonably acceptable to the Agent and the
Lenders; and



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| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e) Promptly and in form to be reasonably satisfactory to Majority
Revolving Credit Lenders, such additional financial and/or other
information, or other reports as any Lender may from time to time
reasonably request.

5.2 Payment of Monetary Obligations. Pay, discharge or otherwise satisfy
at or before maturity or before they become delinquent, as the case may be, all
of its material monetary obligations of whatever nature, except where the
amount or validity thereof is currently being contested in good faith by
appropriate proceedings and reserves in conformity with GAAP with respect
thereto have been provided on its books and except where the failure to do so
could not reasonably be expected to have a Material Adverse Effect.

5.3 Conduct of Business and Maintenance of Existence.



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| | (a) Other than any technical dissolution as a result of the failure
to file corporate, annual or other reports with state or federal
regulatory bodies on a timely basis (which failure is cured within thirty
(30) days from the date on which any Guarantor has Notice thereof),
preserve, renew and keep in full force and effect its existence;



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| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) Continue to engage in the business of the leasing of retail
automotive real estate substantially as now conducted through CALP and
CALPs subsidiaries and businesses compatible with, or complementary to
such business (provided that engaging in
other businesses to an extent not material to the operation of
Guarantor, CALP and its Subsidiaries, taken as a whole, shall not be
deemed to violate this Section);



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| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) Take all reasonable action to maintain all rights, privileges
and franchises necessary or desirable in the normal conduct of its
business, except as otherwise permitted





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| | --------------------------------------------------------------------------------------------------------------------------------------------
| | pursuant to Section 6.5 hereof
and except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect; and



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) comply with all Contractual Obligations and Requirements of Law,
except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect.

5.4 Maintenance of Property; Insurance. Keep all property useful and
necessary in its business in working order and maintain insurance coverage on
its physical assets and against other business risks in such amounts and of
such types as are customarily carried by companies similar in size and nature
(including without limitation casualty and public liability and property damage
insurance), and in the event of acquisition of additional property, real or
personal, or of incurrence of additional risks of any nature, increase such
insurance coverage in such manner and to such extent as prudent business
judgment and present practice or any applicable Requirements of Law would
dictate.

5.5 Inspection of Property; Books and Records, Discussions. Permit Agent
and each Lender (if accompanied by Agent), through their authorized attorneys,
accountants and representatives to visit all of Guarantors offices, examine
Guarantors books, accounts, records, ledgers and assets and properties of
every kind and description wherever located, discuss its financial matters with
its officers and independent certified public accountants, and, by this
provision, the Guarantor authorizes such accountants to discuss the finances
and affairs of Guarantor and its Subsidiaries (provided that the Guarantor is
given an opportunity to participate in such discussions) and examine any of its
or their books and other partnership or corporate records, as the case may be,
in each case at all reasonable times during normal business hours and, unless a
Default or Event of Default has occurred and is continuing, the receipt of an
oral or written request of Agent or such Lender at least three (3) Business
Days prior to such inspection, examination or discussion. Notwithstanding the
foregoing, all information furnished to the Agent or the Lenders hereunder
shall be subject to the undertaking of the Lenders set forth in Section 13.12
of the Credit Agreement.

5.6 Notices. Promptly give notice to the Agent of:



| |                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------
| | (a) the occurrence of any Default or Event of Default under the
Guaranty or the Credit Agreement of which Guarantor has knowledge;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) any (i) default or event of default under any Contractual
Obligation of the Guarantor, CALP or any Subsidiary or (ii) litigation,
investigation or proceeding which may exist at any time between the
Guarantor, CALP or any Subsidiary and any Governmental
Authority or any other third party, which in either case, if not
cured or if it is reasonably likely to be adversely determined, as the
case may be, would have a Material Adverse Effect;



| |                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) the following events, as soon as possible and in any event
within 30 days after the Guarantor knows thereof and to the extent the
same could reasonably be expected to have





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##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a Material Adverse Effect: (i)
the occurrence of any reportable event as defined in ERISA with respect
to any Pension Plan, or any withdrawal from or the termination,
reorganization or insolvency of any Multiemployer Plan or (ii) the
institution of proceedings or the taking of any other action by the
Pension Benefit Guaranty Corporation or the Guarantor or any Commonly
Controlled Entity or any Multiemployer Plan with respect to the
withdrawal from or the terminating, reorganization or insolvency of any
Pension Plan;



| |                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------
| | (d) any event which could reasonably be expected to have a Material
Adverse Effect of which Guarantor has Notice; and



| |                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e) promptly after Guarantor has Notice of the taking by the
Internal Revenue Service or any foreign taxing jurisdiction of a written
tax position which could reasonably be expected to have a Material
Adverse Effect (or any such tax position taken by Guarantor) setting
forth the details of such position and the financial impact thereof.

Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Borrowers propose to take with respect thereto.

5.7 Taxes. Pay and discharge all taxes and other governmental charges, and
all material contractual obligations calling for the payment of money, before
the same shall become overdue, unless and to the extent only that such payment
is being contested in good faith by appropriate proceedings and is reserved
for, as required by GAAP on its balance sheet, or where the failure to pay any
such matter could not reasonably be expected to have a Material Adverse Effect.

5.8 Governmental and Other Approvals. Apply for, obtain and/or maintain in
effect, as applicable, all authorizations, consents, approvals, licenses,
qualifications, exemptions, filings, declarations and registrations (whether
with any court, governmental agency, regulatory authority, securities exchange
or otherwise) which are necessary in connection with the execution, delivery
and performance by the Guarantor of this Guaranty and by Borrowers, of the
Credit Agreement, the other Loan Documents, or any other documents or
instruments to be executed and/or delivered by Guarantor or any Borrower in
connection therewith or herewith, except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.

5.9 Compliance with ERISA and ERISA Notices. Comply in all material
respects with all requirements imposed by ERISA as presently in effect or
hereafter promulgated or
the Internal Revenue Code, including, but not limited to, the minimum
funding requirements of any Pension Plan, except where the failure to comply
could not have a Material Adverse Effect; and promptly notify Agent upon the
occurrence of any of the following events:



| |                                                                                    
| | -----------------------------------------------------------------------------------
| | (a) the termination of any Pension Plan subject to Subtitle C of
Title IV of ERISA;



| |                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------
| | (b) the appointment of a trustee by a United States District Court
to administer any Pension Plan subject to Title IV of ERISA;





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##### 





| |                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) the commencement by the Pension Benefit Guaranty Corporation, or
any successor thereto, of any proceeding to terminate any Pension Plan
subject to Title IV of ERISA;



| |                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------
| | (d) the failure of Guarantor to make any payment in respect of any
Pension Plan required under Section 412 of the Internal Revenue Code;
|
| | (e) the withdrawal of Guarantor from any Multiemployer Plan; or                                                                         



| |                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f) the occurrence of a reportable event which is required to be
reported by the Guarantor under Section 4043 of ERISA or a prohibited
transaction as defined in Section 406 of ERISA or Section 4975 of the
Internal Revenue Code which in either case is likely to have a Material
Adverse Effect.

5.10 Consolidated Debt Service Coverage Ratio. Maintain as of the last
day of any fiscal quarter ending on or after the Effective Date for the period
of four consecutive fiscal quarters then ending, a Consolidated Debt Service
Coverage Ratio of not less than 1.50 to 1.

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 2.00 to 1.

5.12 Further Assurances. Execute and deliver or cause to be executed and
delivered to Agent within a reasonable time following Agents or the Majority
Revolving Credit Lenders request, and at the Guarantors expense, such other
documents or instruments as Agent may reasonably require to effectuate more
fully the purposes of this Agreement or the other Loan Documents.

6.     Negative Covenants. Guarantor covenants and agrees that, until the
obligations of Guarantor are released in accordance with Section 7.8 hereof, it
will not and it will not permit any of its Subsidiaries (other than CALP and
CALPs Subsidiaries) to:

6.1 Limitation on Debt. Create, incur, assume or suffer to exist
any Debt, except:



| |                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Guarantee Obligations permitted pursuant to Section 6.3 hereof;                                                                                                                                                                                                   
|
| | (b) any Debt set forth in Schedule 6.1 attached hereto and any
nonrecourse Debt;                                                                                                                                                                                      
|
| | (c) Intercompany loans permitted (as Investments)
under Section 6.7 hereof;                                                                                                                                                                                           
|
| | (d) Debt under any Hedging Transactions;                                                                                                                                                                                                                              
|
| | (e) with respect only to the Subsidiaries of Guarantor other than
CALP and its Subsidiaries and other than any Qualifying REIT Subsidiary,
recourse Debt incurred for the purpose of financing or refinancing the
acquisition of Non-Core Property, either directly or





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##### 





| |                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | indirectly by the
acquisition of all of any capital stock, membership interests or other
ownership interests in any entity which owns Non-Core Property; and                                                                                                              
|
| | (f) other unsecured Debt, in an aggregate amount at any time
outstanding, not to exceed Five Million Dollars ($5,000,000) less the
aggregate amount of unsecured Debt incurred by CALP and the Non-Borrowing
Subsidiaries under Section 8.1(e)(iv) of the Credit Agreement

provided that, upon the incurrence of the Debt described in clauses (e) and (f)
of this Section 6.1 (both before and after giving effect thereto), no Default
or Event of Default has occurred and is continuing.

6.2 Limitation on Liens. Create, incur, assume or suffer to exist any
Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, except for:



| |                                                               
| | --------------------------------------------------------------
| | (a) Permitted Liens;                                          
|
| | (b) Liens in favor of Agent, as security for the Indebtedness;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) attachments, judgments and other similar Liens (other than any
judgment that is described in clause (i) of Section 9.1(k) of the Credit
Agreement and constitutes an Event
of Default thereunder), arising in connection with court
proceedings, provided that the execution or other enforcement of such
Liens is effectively stayed and claims secured thereby are being actively
contested in good faith and by appropriate proceedings;



| |                                                                                
| | -------------------------------------------------------------------------------
| | (d) other Liens, existing on the Effective Date, set forth on
Schedule 6.2; and



| |                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e) with respect only to the Subsidiaries of Guarantor other than
CALP and its Subsidiaries and any other Qualifying REIT Subsidiary, Liens
securing Debt permitted by Section 6.1(e) granted by the primary obligor
thereon, but excluding Liens on equity or ownership interests in any
Subsidiary.

6.3 Limitation on Guarantee Obligations. Create, incur, assume or suffer
to exist any Guarantee Obligation, except for (i) this Guaranty, (ii) its
obligations as general partner (but not as a guarantor) for Debt incurred by
CALP in compliance with the Credit Agreement, (iii) Guarantee Obligations,
existing on the Effective Date, set forth on Schedule 6.3, and (iv) reasonable
and customary environmental or non-recourse carve-out indemnities given to a
lender in connection with the obtaining of permanent financing by CALP or a
Non-Borrowing Subsidiary.

6.4 Ownership of Property or Assets; Business Activities. Own any
property or other assets (excluding leasehold interests in office space leased
for its own use and office equipment in each case in the ordinary course),
other than Investments permitted under Section 6.7; or engage in any business
activity, other than business activities related solely to the holding,
operation and disposition of any Non-Core Property, except through CALP or,
indirectly, through one or more of CALPs Subsidiaries.





---



##### 



6.5 Limitation on Fundamental Changes, Mergers, or Sale of Assets. Enter
into any merger or consolidation or convey, sell, lease, assign, transfer or
otherwise dispose of any of its property, business or assets (including,
without limitation, receivables and leasehold interests), whether now owned or
hereafter acquired or make any material change in its capital structure
(provided, however, that the authorization, issuance and sale of additional
common and preferred stock shall not be considered to effect a material change
in capital structure) or its present method conducting business, except:



| |                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------
| | (a) the sale or disposition of Permitted Investments and other cash
equivalents for fair market value and in the ordinary course;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) the sale or disposition of any Non-Core Property (or the stock
of any Subsidiary which holds, as its only asset, Non-Core Property) sold
or transferred for fair market value, provided that (i) both before and
after giving effect thereto, no Default or Event of Default has occurred
and is continuing, and (ii) the aggregate amount of such sales (valued at
the time of such sales) concluded from and after the Effective Date shall
not exceed $100,000,000, less the aggregate amount of such sales by CALP
and its Subsidiaries under Section 8.4(b) of the Credit Agreement; and
|
| | (c) mergers or consolidations between any Subsidiary or other Person
(excluding CALP, the Co-Borrowers and the Non-Borrowing Subsidiaries) and
Guarantor, so long as Guarantor shall be the surviving entity provided
that in the case of each such merger or consolidation, both before and
after giving effect thereto, no Default or Event of Default shall have
occurred and be continuing.                                                                                                                                                                                                  

6.6 Restricted Payments. Declare or make any distributions, dividend,
payment or other distribution of assets, properties, cash, rights, obligations
or securities on account of any membership interests, partnership interests or
any shares of any class of its capital stock or other ownership interests, as
applicable, other than stock dividends or the issuance or awarding of phantom
stock, stock appreciation rights, stock options or similar non-cash
distributions of other ownership interests (collectively, Distributions), or
purchase, redeem or otherwise acquire for value (i) any membership interests,
partnership interests or any shares of its capital stock, as applicable, or
(ii) any warrants, rights or options to acquire such shares, partnership
interests or membership interests, now or hereafter outstanding, except in any
case:



| |                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) any Subisidary (other than CALP and CALPs Subsidiaries) may
make Distributions to Guarantor or to another Subsidiary of Guarantor
which is its parent entity;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) so long as no Event of Default has occurred and is continuing,
both before and after giving effect thereto, Guarantor may make quarterly
Distributions to its shareholders in an aggregate amount, for all such
Distributions, not to exceed 90% of FFO for the immediately preceding
quarter, provided that such Distributions are made pro rata to such
parties (based on their respective ownership interests and taking into
account the interests of the unitholders of CALP in determining the
maximum Distributions payable to such shareholders, treating





---



##### 





| |                                                                                                            
| | -----------------------------------------------------------------------------------------------------------
| | such
unitholders, solely for purposes of such Distribution, as though they
were shareholders of Guarantor);



| |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) so long as no Default or Event of Default has occurred and is
continuing, both before and after giving effect thereto, Guarantor may
make Distributions to fund stock buybacks in an aggregate amount not to
exceed six and one-half percent (6.5%) of Consolidated Net Worth for all
such Distributions from and after the Effective Date, determined in the
case of each such Distribution on the applicable date of such
Distribution;



| |                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) with respect to Guarantor only, redemptions of the interests of
the unitholders of CALP, for cash or in exchange for additional shares of
stock in
Guarantor issued by Guarantor to such unitholders upon surrender of
such units; and



| |                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e) so long as no Default or Event of Default has occurred and is
continuing, both before and after giving effect thereto, Guarantor may
make cash Distributions in the amounts required from time to time under
the Equity Incentive Plan in respect of any stock options, phantom stock,
stock appreciation rights or other non-cash ownership interests granted
thereunder.

6.7 Limitation on Investments, Loans and Advances. Make any advance,
loan, extension of credit or capital contribution to, or purchase any stock,
bonds, notes, debentures or other securities, of or any assets constituting a
business unit of, or make any other Investment in, any Person (it being
acknowledged that any Distribution permitted under Section 6.6 hereof shall not
be considered an Investment under this Section 6.7), except:



| |                           
| | --------------------------
| | (a) Permitted Investments;



| |                                                                                  
| | ---------------------------------------------------------------------------------
| | (b) Investments existing on the Effective Date and listed on
Schedule 6.7 hereto;



| |                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) (i) extensions of trade credit in the ordinary course of
business, (ii) Debt under any Hedging Transaction, to the extent
considered as an Investment hereunder and (iii) intercompany loans to
CALP;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) Guarantors ownership interest in CALP existing on the Effective
Date, and Investments made after the Effective Date in CALP for the
purpose of funding Investments or other activities to be made or
conducted, as the case may be, by CALP in compliance with the Credit
Agreement, provided that, at the time of each such Investment by
Guarantor, both before and after giving effect thereto, no Default or
Event of Default has occurred and is continuing;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e) Guarantors Investments in its other direct Subsidiaries (other
than CALP and any Qualifying REIT Subsidiary) permitted hereunder for the
purpose of funding activities to be conducted by such Subsidiaries in
compliance with this Guaranty provided that (i) at the time of each such
Investment by Guarantor, both before and after giving effect thereto, no
Default or Event of Default has occurred and is continuing, and (ii)
concurrently with the initial





---



##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Investment in such Subsidiary, such
Subsidiary executes and deliveries to Agent for the benefit of the Banks,
a guaranty on substantially the terms and conditions of this Guaranty and
otherwise in form and substance, and supported by corporate authority
documents and legal opinions, satisfactory to Agent and the Majority
Banks, and (iii) the
aggregate amount of such Investments from and after the Effective
Date (determined as of the date of each such Investment) shall not exceed
$40,000,000.



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f) Guarantors initial capital contribution to any Qualifying REIT
Subsidiary, to the extent such capital contribution is required under
applicable law;



| |                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) Advances or distributions, whether cash or non-cash, under the
Equity Incentive Plan, but only to the extent permitted under Section 6.6
hereof; and



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (h) Other Investments existing on or after the Effective Date to or
in any Person (in addition to those Investments otherwise permitted under
this Section 6.7), provided that (i) at the time any such Investment is
made, both before and after giving effect thereto, no Default or Event of
Default has occurred and is continuing, (ii) any such Investment would
not violate any of the applicable limitations or restrictions governing
real estate investment trusts under the Internal Revenue Code or cause
Guarantor to lose its REIT status and (iii) such Investments do not
exceed, in the aggregate, $25,000,000, less the aggregate amount of
Investments made by CALP under Section 8.6(f) of the Credit Agreement.

In valuing any Investments for the purpose of applying the limitations set
forth in this Section 6.7 (except as otherwise expressly provided herein), such
Investment shall be taken at the original cost thereof, without allowance for
any subsequent write-offs or appreciation or depreciation, but less any amount
repaid or recovered on account of capital or principal.

6.8 Capital Expenditures. Make or commit to make, by way of the
acquisition of securities of a Person or otherwise, any expenditure in respect
of the purchase or other acquisition of fixed or capital assets (excluding
office equipment in the ordinary course and any such asset acquired in
connection with normal replacement and maintenance programs properly charged to
current operations), except for Capital Expenditures after the Effective Date,
the amount of which shall not exceed $10,000,000, less the aggregate amount of
Capital Expenditures made by CALP and the Non-Borrowing Subsidiaries after such
date.

6.9 Transactions with Affiliates. Enter into any transaction, including,
without limitation, any purchase, sale, lease or exchange of property or the
rendering of any service, with any Affiliate or any Subsidiary unless such
transaction is otherwise permitted under this Agreement or is in the ordinary
course of Guarantors or such Subsidiarys business and is upon fair and
reasonable terms no less favorable to the Guarantor or such Subsidiary than it
would obtain in a comparable arms length transaction with a Person not a
Subsidiary.

6.10 Limitation on Negative Pledge Clauses. Except for any agreements,
documents or instruments pursuant to which Permitted Liens or other Liens not
prohibited by the terms of this Agreement are created or arise (limited however
to the property or asset encumbered by such Lien)





---



##### 



and customary anti-assignment
provisions contained in leases entered into by any such Person (as lessee) in
the ordinary course of its business, enter into, or allow to exist, any
agreement, document or instrument which would restrict or prevent Guarantor
from granting Agent on behalf of Lenders liens upon, security interests in and
pledges of their respective assets which are senior in priority to all other
Liens.

6.11 Limitation on Subsidiaries. Create, establish or maintain any direct
Subsidiaries, other than CALP, any Qualifying REIT Subsidiaries, and any other
Subsidiaries established and operated in compliance with Sections 6.4, 6.7 and
the other terms and conditions hereof.

6.12 Maintain Non-Core Property Percentage. Allow the aggregate value of
Non-Core Properties owned by Guarantor or any of its Subsidiaries (determined
on the basis of GAAP) to exceed, at any time, the greater of (i) One Hundred
Twenty Five Million Dollars and (ii) twelve and one-half percent (12.5%) of
Total Assets, as of the applicable date of determination.

6.13 Limitation on Use of Proceeds. Use any portion of the proceeds of
any Advances or Letters of Credit obtained by the Borrowers under the Credit
Agreement for the purpose of purchasing or carrying any margin stock (as
defined in Regulation U of the Board of Governors of the Federal Reserve
System) in any manner which violates the provisions of Regulation T, U or X of
said Board of Governors or for any other purpose in violation of (x) any
applicable statute or regulation or (y) the terms and conditions of this
Guaranty.

6.14 Modification of Certain Agreements. Make, permit or consent to any
amendment or other modification to its constitutional documents or to the
Equity Incentive Plan or [Other Documents], except to the extent that any such
amendment (i) does not violate the terms and conditions of this Guaranty, the
Credit Agreement or any of the other Loan Documents, (ii) does not materially
adversely affect the interest of the Lenders as creditors under this Guaranty
or the Credit Agreement, the other Loan Documents or any other document or
instrument in any respect, (iii) could not reasonably be expected to have a
Material Adverse Effect, and (iv) in the case of the Equity Incentive Plan,
does not materially increase the amount or frequency of payment of any cash
benefit payable under such plan.

7.     Miscellaneous.

7.1 Governing Law. This Guaranty has been delivered in Michigan and shall
be interpreted and the rights of the parties hereunder shall be determined
under the laws of, and be enforceable in, the State of Michigan.

7.2 Severability. If any term or provision of this Guaranty or the
application thereof to any circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Guaranty, or the application of such term
or provision to circumstances other than those as to which it is held invalid
or unenforceable, shall not be affected thereby, and each term and provision of
this Guaranty shall be valid and enforceable to the fullest extent permitted by
law.





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##### 



7.3 Notice. All notices or other communications to be made or given
pursuant to this Guaranty shall be sufficient if made or given as provided in
Section 13.7 of the Credit Agreement; or at such other addresses as directed by
any of such parties to the others, as applicable, in compliance with this
paragraph.

7.4 Right of Offset. Guarantor acknowledges the rights of the Agent and
of each of the Lenders, subject to the applicable terms and conditions of the
Credit Agreement, to offset against the Indebtedness of any Guarantor to the
Lenders under this Guaranty, any amount owing by the Agent or the Lenders, or
either or any of them to Guarantor, whether represented by any deposit of
Guarantor with the Agent or any of the Lenders or otherwise.

7.5 Right to Cure. Guarantor shall have the right to cure any Event of
Default under the Credit Agreement or the other Loan Documents with respect to
obligations of the Borrowers thereunder; provided that such cure is effected
within the applicable grace period or period for cure thereunder, if any; and
provided further that such cure can be effected in compliance with the Credit
Agreement. Except to the extent of payments of principal, interest and/or other
sums actually received by the Agent or the Lenders pursuant to such cure, the
exercise of such right to cure by any Guarantor shall not reduce or otherwise
affect the liability of any other Guarantor under this Guaranty.
Notwithstanding the foregoing, neither the Agent nor any Lender is under any
obligation to provide any Guarantor with notice of a default.

7.6 Amendments. The terms of this Guaranty may not be waived, altered,
modified, amended, supplemented or terminated in any manner whatsoever except
as provided herein and in accordance with the Credit Agreement.

7.7 Joint and Several Obligation, etc. The obligation of Guarantor under
this Guaranty shall be several and also joint with any other guarantor, each
with all and also each with any one or more of the others, and may be enforced
against each severally, any two or more jointly, or some severally and some
jointly. Any one or more of the Guarantor or guarantors may be released from
its obligations hereunder with or without consideration for such release and
the obligations of the other guarantors shall be in no way affected thereby.
The Agent, on behalf of Lenders, may fail or elect not to prove a claim against
any bankrupt or insolvent guarantor and thereafter, the Agent and the Lenders
may, without
notice to any guarantors, extend or renew any part or all of any
Indebtedness of the Borrowers under the Credit Agreement, and may permit any
such Person to incur additional Indebtedness, without affecting in any manner
the unconditional obligation of the guarantors. Such action shall not affect
any right of contribution among the guarantors.

7.8 Release. Upon the satisfaction of the obligations of the Guarantor
hereunder, and when Guarantor is no longer subject to any obligation hereunder
or under any of the Loan Documents, the Agent shall deliver to Guarantor, upon
written request therefor, (i) a written release of this Guaranty and (ii)
appropriate discharges of any collateral provided by the Guarantor for this
Guaranty; provided however that, the effectiveness of this Guaranty shall
continue or be reinstated, as the case may be, in the event: (x) that any
payment received or credit given by the Agent or the Lenders, or any of them,
is returned, disgorged, rescinded or required to be recontributed to any party
as an avoidable preference, impermissible setoff, fraudulent conveyance,
restoration of capital or





---



##### 



otherwise under any applicable state, federal or law
of any jurisdiction, including laws pertaining to bankruptcy or insolvency, and
this Guaranty shall thereafter be enforceable against the Guarantor as if such
returned, disgorged, recontributed or rescinded payment or credit has not been
received or given by the Agent or the Lenders, and whether or not the Agent or
any Lender relied upon such payment or credit or changed its position as a
consequence thereof or (y) that any liability is imposed, or sought to be
imposed against the Agent or the Lenders, or any of them, relating to any claim
or loss or damage to property, injuries to or death of persons, contamination
or adverse effects on the environment or any violation of any applicable
Hazardous Materials Laws caused by or in any way related to any property
mortgaged or pledged to the Agent on behalf of the Lenders by any Guarantor,
the Borrowers, or any other party as collateral (in whole or part) for any
indebtedness or obligation evidenced or secured by this Guaranty, whether such
condition is known or unknown, now exists or subsequently arises (excluding
only conditions which arise after acquisition by the Agent or any Lender of any
such property, in lieu of foreclosure or otherwise, due to the act or omission
of the Agent or such Lenders, or any person other than the Borrowers, the
Subsidiaries, the Guarantor, or Affiliates of the Borrowers or the Subsidiaries
or Guarantor), and this Guaranty shall thereafter be enforceable against the
Guarantor to the extent of all such liabilities, costs and expenses (including
reasonable attorneys= fees) incurred by the Agent or Lenders as the direct or
indirect result of any such environmental condition but only for which the
Borrowers are obligated to the Agent and the Lenders pursuant to the Credit
Agreement.

7.9 Consent to Jurisdiction. Guarantor hereby irrevocably submits to the
non-exclusive jurisdiction of any United States federal court or Michigan state
court sitting in Detroit in any action or proceeding arising out of or relating
to this Guaranty or any of the other Loan Documents and Guarantor hereby
irrevocably agrees that all claims in respect of such action or proceeding may
be heard and determined in any such United States federal court or Michigan
state court. Guarantor irrevocably consents to the service of any
and all process in any such action or proceeding brought in any court in
or of the State of Michigan (and to the receipt of any and all notices
hereunder) by the delivery of copies of such process to Guarantor at its
address specified in the signature pages hereto in the manner set forth Section
5.3 hereof.

7.10 JURY TRIAL WAIVER. GUARANTOR (AND THE AGENT AND EACH OF THE LENDERS
BY ACCEPTING THE BENEFITS HEREOF) HEREBY IRREVOCABLY AGREES TO WAIVE THE RIGHT
TO TRIAL BY JURY WITH RESPECT TO ANY AND ALL ACTIONS OR PROCEEDINGS IN WHICH
THE AGENT OR THE LENDERS (OR ANY OF THEM), ON ONE HAND, AND GUARANTOR, ON THE
OTHER HAND, ARE PARTIES, WHETHER OR NOT SUCH ACTIONS OR PROCEEDINGS ARISE OUT
OF THIS GUARANTY OR THE OTHER LOAN DOCUMENTS OR OTHERWISE.

[SIGNATURES FOLLOW ON SUCCEEDING PAGES]





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##### 



IN WITNESS WHEREOF, the undersigned Guarantor has executed and delivered
this Guaranty as of the date first above written.

| |                                                 
| | ------------------------------------------------
| | CAPITAL AUTOMOTIVE REIT                         
|
| | By: /s/ Peter C. Staaf                          
|
| | Its: Senior Vice President and Treasurer        
|
| | Address:                                        
|
| | 1420 Spring Hill Road, Suite 525McLean, VA 22012
| |                                                 

[Exhibits and Schedules Intentionally Omitted]