0000950133-03-002820 Sample Contracts

CAPITAL AUTOMOTIVE L.P. EMPLOYMENT AGREEMENT
Employment Agreement • August 12th, 2003 • Capital Automotive Reit • Real estate investment trusts

This Agreement establishes the terms of your employment with Capital Automotive L.P., a Delaware limited partnership (the “Partnership”). It replaces your prior employment agreement with Capital Automotive REIT, a Maryland real estate investment trust (the “Company”), under which the Company assigned your agreement to the Partnership, and your prior employment agreement with the Partnership. You remain an employee of the Company, but your primary responsibility is as an employee of the Partnership.

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CONSTRUCTION CREDIT AGREEMENT Dated as of June 23, 2003 among GENERAL MOTORS ACCEPTANCE CORPORATION, as Lender, and CAPITAL AUTOMOTIVE L.P., and CERTAIN REAL ESTATE SUBSIDIARIES, as Borrowers
Construction Credit Agreement • August 12th, 2003 • Capital Automotive Reit • Real estate investment trusts • Michigan

This Construction Credit Agreement (this “Credit Agreement”) is made and entered into as of June 23, 2003 by and among Capital Automotive L.P., a Delaware limited partnership (“Capital”), and certain subsidiaries of Capital from time to time party hereto (collectively, the “Real Estate Subsidiaries”; Capital and its Real Estate Subsidiaries are collectively referred to as the “Borrowers”), jointly and severally; and General Motors Acceptance Corporation, a Delaware corporation (“GMAC”).

SECOND AMENDMENT TO GUARANTY June 26, 2003
Guaranty Agreement • August 12th, 2003 • Capital Automotive Reit • Real estate investment trusts

Re: Second Amendment (“Second Amendment”) to the Guaranty Agreement dated as of March 29, 2002, executed and delivered by Capital Automotive REIT (“Guarantor”), as amended by that certain First Amendment to Guaranty dated as of October 17, 2002 (as amended, the “Guaranty”) under and in connection with the Capital Automotive L.P. Revolving Credit Agreement dated as of March 29, 2002, by and among the financial institutions from time to time signatory thereto (each a “Lender”, and collectively the “Lenders”), Comerica Bank, as Agent for the Lenders (in such capacity, “Agent”), Capital Automotive L.P. (“Company”) and the Co-Borrowers from time to time signatory thereto (collectively with the Company, the “Borrowers”), as amended by that certain First Amendment to Credit Agreement dated as of May 1, 2002 and that certain Second Amendment to Credit Agreement dated as of the date hereof (as amended, the “Credit Agreement”)

SECOND AMENDMENT TO CREDIT AGREEMENT June 26, 2003
Credit Agreement • August 12th, 2003 • Capital Automotive Reit • Real estate investment trusts

Re: Second Amendment (“Second Amendment”) to the Capital Automotive L.P. Revolving Credit Agreement dated as of March 29, 2002 by and among the financial institutions from time to time signatory thereto (each a “Lender”, and collectively the “Lenders”), Comerica Bank, as Agent for the Lenders (in such capacity, “Agent”), Capital Automotive L.P. (“Company”) and the Co-Borrowers from time to time signatory thereto (collectively with the Company, the “Borrowers”), as amended by that certain First Amendment to Credit Agreement dated as of May 1, 2002 (as amended, the “Credit Agreement”)

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