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Exhibit 4.7 FOURTH AMENDMENT TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
CAPITAL AUTOMOTIVE L.P. This Fourth Amendment to the Second Amended and Restated Agreement of
Limited Partnership of Capital Automotive L.P. (Fourth Amendment) is entered
into this 4th day of May, 2004, by Capital Automotive REIT, a Maryland real
estate investment trust (the General Partner), as general partner of Capital
Automotive L.P. (the Partnership). WHEREAS, the Second Amended and Restated Agreement of Limited Partnership
of the Partnership was executed on February 2, 1999, a First Amendment thereto
was executed on July 19, 2001, a Second Amendment thereto was executed on
December 11, 2003, and a Third Amendment thereto was executed on April 27, 2004
(as amended, the Agreement); WHEREAS, on May 4, 2004, the General Partner issued 100,000 Series B
Preferred Shares at a gross offering price of $25.00 per Series B Preferred
Share and, in connection therewith, the General Partner, pursuant to Section
4.02(a) of the Agreement, is contributing the proceeds of such issuance to the
Partnership and causing the Partnership to issue to the General Partner Series
B Preferred Partnership Units on the terms and conditions set forth in this
Fourth Amendment; and WHEREAS, the General Partner desires to amend the Agreement in order to
reflect the aforementioned issuance of Series B Preferred Partnership Units. NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the undersigned
party, intending legally to be bound, hereby agrees as follows: 1. Pursuant to Section 4.02(a) of the Agreement, effective as of May 4,
2004, the issuance date of 100,000 Series B Preferred Shares by the General
Partner, the Partnership hereby issues 100,000 Series B Preferred Partnership
Units to the General Partner as provided in EXHIBIT E. The Series B Preferred
Partnership Units are being issued in conjunction with the General Partners
issuance of the 100,000 Series B Preferred Shares issued on May 4, 2004, and as
such, the Series B Preferred Partnership Units are intended to have
designations, preferences and other rights, all such that the economic
interests are substantially similar to the designations, preferences and other
rights of the Series B Preferred Shares, and the terms of this Amendment,
including without limitation the attached EXHIBIT E, shall be interpreted in a
fashion consistent with this intent. In return for the issuance to the General
Partner of 100,000 Series B Preferred Partnership Units, the General Partner
has contributed to the Partnership the funds raised through its issuance of
100,000 Series B Preferred Shares on May 4, 2004, with the General Partners
capital contribution hereby deemed to equal the amount of the gross proceeds of
that share issuance (i.e., the net proceeds actually contributed, plus any
underwriters discount or other expenses incurred, with any such discount or
expense deemed to have been incurred by the General Partner on behalf of the
Partnership.




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2. In order to reflect the issuance of 100,000 Series B Preferred
Partnership Units pursuant to this Fourth Amendment, Schedule A to the
Agreement is hereby amended by replacing the table included at the end of such
Schedule A to the Agreement that relates to the Series B Preferred Partnership
Units with the following table: Series BPreferred
    
    Capital
    
    IssuanceName
    
    Partnership Units
    
    Contribution
    
    DateCapital
AutomotiveREIT
    
    
    2,500,000
    
    
    $
    62,500,000
    
    
    
    4/27/2004Capital
AutomotiveREIT
    
    
    100,000
    
    
    $
    2,500,000
    
    
    
    5/4/2004
 3. The foregoing recitals are incorporated in and are part of this Fourth
Amendment. 4. Except as specifically defined herein, all capitalized terms shall have
the definition provided in the Agreement. This Fourth Amendment has been
authorized by the General Partner pursuant to Article 11 of the Agreement and
does not require execution by the Limited Partners. No other changes to the
Agreement are authorized under this Fourth Amendment, and, except as herein
amended, the Agreement is hereby ratified, confirmed and reaffirmed for all
purposes and in all respects. IN WITNESS WHEREOF, the General Partner has executed this Fourth Amendment
as of the day and year first above written. GENERAL PARTNERCAPITAL AUTOMOTIVE REIT,
a Maryland real estate
investment trustBy:  /s/ Thomas D. Eckert
        Thomas D. Eckert
        President and
        Chief Executive Officer
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