FIRSTAMERICA AUTOMOTIVE INC /DE/, S-8, 1999-03-16

FIRSTAMERICA AUTOMOTIVE INC /DE/
S-8, 1999-03-16
AUTO DEALERS & GASOLINE STATIONS

Previous: MERRILL LYNCH GLOBAL RESOURCES TRUST /, N-30D, 1999-03-16

Next: FIRSTAMERICA AUTOMOTIVE INC /DE/, 8-K/A, 1999-03-16

<PAGE>

Registration No. ___________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------

FirstAmerica Automotive, Inc.
-----------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 88-0206732
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)

601 Brannan Street
San Francisco, CA 94107
----------------------------------
(Address of principal executive offices) (Zip code)

FirstAmerica Automotive, Inc.
1997 Stock Option Plan
-----------------------------------------------------------------
(Full title of the plan)

Debra Smithart
Chief Financial Officer
601 Brannan Street
San Francisco, CA 94107
---------------------------------
(Name and address of agent for service)

Telephone number, including area code, of agent for service: (415) 284-0444.

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered/1/ registered per share/2/ offering price/2/ fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FirstAmerica
- ------------
Automotive, Inc.
- ----------------
1997 Stock Option Plan
- ----------------------

Common Stock 1,500,000 $2.71 $4,065,000
par value $0.00001

TOTALS 1,500,000 $4,065,000 $1130.07
</TABLE>

- -----------------------
/1/ The securities to be registered include options to acquire such Common
Stock.

/2/ Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The offering price is calculated using the weighted
average of the exercise prices of shares subject to outstanding but
unexercised options under the FirstAmerica Automotive, Inc. 1997 Stock
Option Plan and the book value of the remaining shares under the
FirstAmerica Automotive, Inc. 1997 Stock Option Plan computed as of January
31, 1999.
<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------

Item 3. Incorporation of Documents by Reference
- ------ ---------------------------------------

FirstAmerica Automotive, Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:

(a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended December 31, 1997, as filed with the Commission.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities
- ------ -------------------------

The class of securities to be offered is Class A Common Stock, par
value $0.00001.

Holders of Class A Common Stock are, together with holders of Class B
Common Stock, entitled to one vote for each share held of record by them on all
matters submitted to a vote of the stockholders, including the election of all
directors; provided, however, that one director is elected by the holders of
Class B Common Stock, voting separately as a class (the "Class B Director").
Voting on the election of directors is not cumulative. The Class A Common Stock
is not entitled to any preemptive or other subscription rights, and does not
have any redemption or sinking fund provisions. The Class A Common Stock is
convertible, at the option of the holder thereof, into Class C Common Stock, a
non-voting stock.

In general, subject to the payment of cumulated dividends on preferred
stock designated as 8% cumulative redeemable preferred stock (the "8% Preferred
Stock"), holders of Class A Common Stock are entitled to receive dividends when
and as declared by the Board of Directors out of funds legally available
therefor, provided the Class B Director has approved such dividend. However,
under certain circumstances the Company is prohibited from paying dividends on
its Common Stock pursuant to the terms of the: (A) Stockholders' Agreement dated
July 11, 1997, by and among the Company and its stockholders, Thomas Price,
Donald Strough, Steven Hallock, Fred Cziska, Al Babbington, John Driebe,
Embarcadero Automotive, LLC,
<PAGE>

Raintree Capital LLC, BB Investments and certain affiliates of Trust Company of
the West, including any amendments thereto, and (B) Securities Purchase
Agreement dated as of July 11, 1997, by and among the Company, certain of its
wholly-owned subsidiaries and Trust Company of the West and certain of its
affiliates, including any amendment thereto.

Upon any voluntary or involuntary liquidation, the holders of Class A
Common Stock are entitled to share in all net assets of the Company remaining
available for distribution to stockholders after payment of all liabilities and
the payment of liquidation preferences to each series of preferred stock. The
liquidation preference of each series of preferred stock is as follows: (A)
the holders of 8% Preferred Stock are entitled to receive a payment of $1,000
per share, in addition to any accumulated and unpaid dividends thereon, and (B)
the holders of preferred stock designated as redeemable preferred stock are
entitled to receive $1,160 per share, increased by $80 per share on each annual
anniversary following June 30, 1998; provided, however, that such amount shall
not exceed $1,720 per share (i.e., the last increase shall be on June 30, 2005).

The Board of Directors is authorized to determine and alter the rights,
preferences, privileges and restrictions granted to or imposed upon any wholly
unissued series of preferred stock and to increase or decrease (but not below
the number of shares then outstanding) the number of shares of any such series
subsequent to the issue of shares of such series. Rights granted to any series
of preferred stock may create stock which ranks senior to Class A Common Stock
with respect to the payment of dividends and the distribution of assets on
liquidation. The Board of Directors, without stockholder approval, can issue
preferred stock with voting and conversion rights which could adversely affect
the voting power of the holders of Class A Common Stock. The issuance of
preferred stock could have the effect of delaying, deferring or preventing a
change in control of the Company.

The Class A Common Stock will be traded in the over-the-counter market
in the United States.

Item 5. Interests of Named Experts and Counsel
- ------ --------------------------------------

Inapplicable.

Item 6. Indemnification of Directors and Officers
- ------ -----------------------------------------

Section 102(b) of the Delaware General Corporation Law authorizes
a corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change the directors' duty of care,
it enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit. As permitted by the statute,
the Company has adopted provisions in its Certificate of Incorporation which
eliminate to the fullest
<PAGE>

extent permissible under Delaware law the personal liability of its directors to
the Company and its stockholders for monetary damages for breach of their
fiduciary duties.

Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of officers, directors, employees and
agents of a corporation. The Bylaws of the Company provide for indemnification
of its directors, officers, employees and agents to the full extent permitted by
Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law; provided, however, that with
respect to actions, suits or proceedings initiated by any such person, the
Company will indemnify such person only if certain circumstances are satisfied.
The Company's Bylaws also empower it to enter into indemnification agreements
with its directors and officers and to purchase insurance on behalf of any
person whom it is required or permitted to indemnify. However, the Company has
not entered into any such indemnification agreements with its directors and
officers.

Section 145 of the General Corporation Law of the State of
Delaware provides for indemnification in terms sufficiently broad to indemnify
such individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933.

Item 7. Exemption From Registration Claimed
- ------ -----------------------------------

Inapplicable.

Item 8. Exhibits
- ------ --------

See Exhibit Index.

Item 9. Undertakings
- ------ ------------

(a) Rule 415 Offering
-----------------

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
<PAGE>

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
- -----------------
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) Filing incorporating subsequent Exchange Act documents by
---------------------------------------------------------
reference
---------

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(h) Request for acceleration of effective date or filing of
-------------------------------------------------------
registration statement on Form S-8
----------------------------------

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>

SIGNATURE
---------

Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California, on March 16,
1999.

FirstAmerica Automotive, Inc.

By: /s/ Debra Smithart
----------------------------------
Debra Smithart
Chief Financial Officer
<PAGE>

SIGNATURES AND POWER OF ATTORNEY
--------------------------------

The officers and directors of FirstAmerica Automotive, Inc., whose
signatures appear below, hereby constitute and appoint Debra Smithart and Thomas
A. Price, and each of them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on March 16, 1999.

Signature Title
- --------- -----

/s/ Thomas A. Price President, Chief Executive Officer and
- -----------------------------
Thomas A. Price Director (Principal Executive Officer)

/s/ Debra Smithart Chief Financial Officer (Principal Financial
- -----------------------------
Debra Smithart Officer and Accounting Officer)

/s/ Donald V. Strough Chairman of the Board of Directors
- -----------------------------
Donald V. Strough

/s/ W. Bruce Bercovich Director
- -----------------------------
W. Bruce Bercovich

/s/ Jean-Marc Chapus Director
- -----------------------------
Jean-Marc Chapus

/s/ H. Robert Heller Director
- -----------------------------
H. Robert Heller
<PAGE>

EXHIBIT INDEX
-------------

4.1 Amended and Restated Certificate of Incorporation of the Company, as
amended, filed with the Secretary of State of the State of Delaware on
July 8, 1997, is incorporated by reference to Exhibit 3.1 to the Company's
Annual Report on Form 10-K, as filed with the Securities Exchange
Commission on May 14, 1998 (No. 2-97254-NY).

4.2 Bylaws of the Company.

4.4 Stockholders' Agreement dated July 11, 1997, by and among the Company and
its stockholders, Thomas Price, Donald Strough, Steven Hallock, Fred
Cziska, Al Babbington, John Driebe, Embarcadero Automotive, LLC, Raintree
Capital LLC, BB Investments and certain affiliates of Trust Company of the
West, is incorporated by reference to Exhibit 4.1 to the Company's Annual
Report on Form 10-K, as filed with the Securities Exchange Commission on
May 14, 1998 (No. 2-97254-NY).

4.5 Amendment No. 1 to the Stockholder's Agreement dated as of October 13,
1998, by and among the Company, Thomas A. Price, Donald Stough and certain
affiliates of Trust Company of the West.

4.6 Securities Purchase Agreement dated as of July 11, 1997, by and among the
Company, certain of its wholly-owned subsidiaries and Trust Company of the
West and certain of its affiliates, as Purchasers, is incorporated by
reference to Exhibit 4.1.1 to the Company's Annual Report on Form 10-K, as
filed with the Securities Exchange Commission on May 14, 1998
(No. 2-97254-NY).

4.7 Amendment No. 1 to Securities Purchase Agreement, dated as of January 9,
1998, by and among each of FAA Capital N, Inc., FAA Auto Factory, Inc. and
each of the parties to the Securities Purchase Agreement dated as of July
11, 1997, is incorporated by reference to Exhibit 4.1.2 to the Company's
Annual Report on Form 10-K, as filed with the Securities Exchange
Commission on May 14, 1998 (No. 2-97254-NY).

4.8 Amendment No. 2 to Securities Purchase Agreement, dated as of June 10,
1998, by and among each of FAA Beverly Hills, Inc., FAA Poway G, Inc., FAA
Serramonte H, Inc. and each of the parties to the Securities Purchase
Agreement dated as of July 11, 1997.

4.9 Amendment No. 3 to Securities Purchase Agreement, dated as of October 13,
1998, by and among each of FAA Concord T, Inc., a California corporation
and each of the parties to the Securities Purchase Agreement dated as of
July 11, 1997.

4.10 Amendment No. 4 to the Securities Purchase Agreement, dated as of November
19, 1998, by and among each of FAA Woodland Hills VW, Inc. and each of the
parties to the Securities Purchase Agreement dated as of July 11, 1997.

<PAGE>

4.11 Amendment No. 5 to the Securities Purchase Agreement, dated as of December
31, 1998, by and among each of DSW Associates, Inc. and each of the
parties to the Securities Purchase Agreement dated as of July 11, 1997.

5 Opinion re legality.

23.1 Consent of Counsel (included in Exhibit 5).

23.2 Consent of KPMG LLP.

24 Power of Attorney (included in signature pages to this registration
statement).

<PAGE>

EXHIBIT 4.2
-----------

BY-LAWS

FIRSTAMERICA AUTOMOTIVE, INC.

INDEX

<TABLE>
<CAPTION>
Page
<S> <C>
ARTICLE I STOCKHOLDERS........................................ 1
1.1. Annual Meeting........................................... 1
1.2. Special Meetings......................................... 1
1.3. Notice of Meetings....................................... 1
1.4. Quorum................................................... 1
1.5. Organization............................................. 2
1.6. Conduct of Business...................................... 2
1.7. Proxies and Voting....................................... 2
1.8. Stock List............................................... 2
1.9. Stockholder Action by Written Consent.................... 3

ARTICLE II BOARD OF DIRECTORS................................. 3
2.1. Number and Term of Office................................ 3
2.2. Vacancies and Newly Created Directorships................ 3
2.3. Removal.................................................. 3
2.4. Regular Meetings......................................... 4
2.5. Special Meetings......................................... 4
2.6. Quorum................................................... 4
2.7. Participation in Meetings by Conference Telephone........ 4
2.8. Conduct of Business...................................... 4
</TABLE>
<PAGE>

2.9. Powers................................................... 4
2.10. Compensation of Directors............................... 5
2.11. Nomination of Director Candidates....................... 5

ARTICLE III COMMITTEES........................................ 5
3.1. Committees of the Board of Directors..................... 5
3.2. Conduct of Business...................................... 6

ARTICLE IV OFFICERS........................................... 6
4.1. Generally................................................ 6
4.2. Chairman of the Board.................................... 6
4.3. President................................................ 6
4.4. Vice President........................................... 6
4.5. Chief Financial Officer.................................. 7
4.6. Secretary................................................ 7
4.7. Delegation of Authority.................................. 7
4.8. Removal.................................................. 7
4.9. Action With Respect to Securities of Other Corporations.. 7

ARTICLE V STOCK............................................... 8
5.1. Certificates of Stock.................................... 8
5.2. Transfers of Stock....................................... 8
5.3. Record Date.............................................. 8
5.4. Lost, Stolen or Destroyed Certificates................... 8
5.5. Regulations.............................................. 8

ARTICLE VI NOTICES............................................ 8
6.1. Notices.................................................. 8
<PAGE>

6.2. Waivers.................................................. 9

ARTICLE VII MISCELLANEOUS..................................... 9
7.1. Facsimile Signatures..................................... 9
7.2. Corporate Seal........................................... 9
7.3. Reliance Upon Books, Reports and Records................. 9
7.4. Fiscal Year.............................................. 9
7.5. Time Periods............................................. 9

ARTICLE VIII................................................... 9
8.1. Right to Indemnification................................. 9
8.2. Right of Claimant to Bring Suit.......................... 10
8.3. Non-Exclusivity of Rights................................ 11
8.4. Indemnification Contracts................................ 11
8.5. Insurance................................................ 11
8.6. Effect of Amendment...................................... 11

ARTICLE IX AMENDMENTS......................................... 11
<PAGE>

BY-LAWS

FIRSTAMERICA AUTOMOTIVE, INC.

ARTICLE I
STOCKHOLDERS
------------

Section 1.1. Annual Meeting. An annual meeting of the stockholders of
--------------
FirstAmerica Automotive, Inc. (the "Corporation"), for the election of directors
and for the transaction of such other business as may properly come before the
meeting, shall be held at such place, on such date, and at such time as the
Board of Directors shall each year fix, which date shall be within thirteen
months subsequent to the later of the date of incorporation or the last annual
meeting of stockholders.

Section 1.2. Special Meetings. Special meetings of the stockholders,
----------------
for any purpose or purposes prescribed in the notice of the meeting, may be
called by (1) the Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors (whether or not there exist
any vacancies in previously authorized directorships at the time any such
resolution is presented to the Board for adoption), (2) the President or (3) the
holders of shares entitled to cast not less than ten percent (10%) of the votes
at the meeting, and shall be held at such place, on such date, and at such time
as they shall fix. Business transacted at special meetings shall be confined to
the purpose or purposes stated in the notice.

Section 1.3. Notice of Meetings. Written notice of the place, date, and
------------------
time of all meetings of the stockholders shall be given not less than ten (10)
nor more than sixty (60) days before the date on which the meeting is to be
held, to each stockholder entitled to vote at such meeting, except as otherwise
provided herein or required by law (meaning, here and hereinafter, as required
from time to time by the Delaware General Corporation Law or the Certificate of
Incorporation of the Corporation).

When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty (30) days
after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date, and
time of the adjourned meeting shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

Section 1.4. Quorum. At any meeting of the stockholders, the holders
------
of a majority of all of the shares of the stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum for all purposes,
unless or except to the extent that the presence of a larger number may be
required by law or by the Certificate of Incorporation or By-Laws of this
Corporation.
<PAGE>

If a quorum shall fail to attend any meeting, the chairman of the meeting
or the holders of a majority of the shares of stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place, date,
or time.

If a notice of any adjourned special meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be held with those
present constituting a quorum, then except as otherwise required by law, those
present at such adjourned meeting shall constitute a quorum, and all matters
shall be determined by a majority of the votes cast at such meeting.

Section 1.5. Organization. Such person as the Board of Directors may
------------
have designated or, in the absence of such a person, the chief executive officer
of the Corporation or, in his absence, such person as may be chosen by the
holders of a majority of the shares entitled to vote who are present, in person
or by proxy, shall call to order any meeting of the stockholders and act as
chairman of the meeting. In the absence of the Secretary of the Corporation,
the secretary of the meeting shall be such person as the chairman appoints.

Section 1.6. Conduct of Business. The chairman of any meeting of
-------------------
stockholders shall determine the order of business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct of
discussion as seem to him in order.

Section 1.7. Proxies and Voting. At any meeting of the stockholders,
------------------
every stockholder entitled to vote may vote in person or by proxy authorized by
an instrument in writing filed in accordance with the procedure established for
the meeting.

Each stockholder shall have one vote for every share of stock entitled to
vote which is registered in his name on the record date for the meeting, except
as otherwise provided herein or required by law.

All voting, except where otherwise required by law, may be by a voice vote;
provided, however, that upon demand therefor by a stockholder entitled to vote
or by his or her proxy, a stock vote shall be taken. Every stock vote shall be
taken by ballots, each of which shall state the name of the stockholder or proxy
voting and such other information as may be required under the procedure
established for the meeting. Every vote taken by ballots shall be counted by an
inspector or inspectors appointed by the chairman of the meeting.

All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law or these By-Laws, all other matters shall be
determined by a majority of the votes cast.

Section 1.8. Stock List. A complete list of stockholders entitled to
----------
vote at any meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder and the number
of shares registered in his or her name, shall be open to the examination of any
such stockholder, for any purpose germane to the meeting, during ordinary
business hours for a period of at least ten (10) days prior to the meeting,
either at a place within
<PAGE>

the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the meeting is
to be held.

The stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such stockholder
who is present. This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.

Section 1.9. Stockholder Action by Written Consent. Any action which
-------------------------------------
may be taken at any annual or special meeting of stockholders may be taken
without a meeting and without prior notice, if a consent in writing, setting
forth the actions so taken, is signed by the holders of outstanding shares
having not less than the minimum number of votes which would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. All such consents shall be filed with the
secretary of the Corporation and shall be maintained in the corporate records.
Prompt notice of the taking of a corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.

ARTICLE II
BOARD OF DIRECTORS
------------------

Section 2.1. Number and Term of Office. The number of directors shall
-------------------------
initially be five/3/, and, thereafter, shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors (whether or not there exist
any vacancies in previously authorized directorships at the time any such
resolution is presented to the Board for adoption). Each director shall hold
office until his successor is elected and qualified or until his earlier death,
resignation, retirement, disqualification or removal.

Section 2.2. Vacancies and Newly Created Directorships. Newly created
-----------------------------------------
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, or other cause (other then removal from office by
a vote of the stockholders) may be filled only by a majority vote of the
directors then in office, though less than a quorum, and directors so chosen
shall hold office for a term expiring at the next annual meeting of
stockholders. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

Section 2.3. Removal. Subject to the limitations stated in the
-------
Certificate of Incorporation, any director, or the entire Board of Directors,
may be removed from office at any time, with or without cause, but only by the
affirmative vote of the holders of at least a majority of the voting power of
all of the then outstanding shares of stock of the Corporation entitled to

- ----------------------
/3/ Changed by amendment June 11, 1997 from four to five.
<PAGE>

vote generally in the election of directors, voting together as a single class.
Vacancies in the Board of Directors resulting from such removal may be filled by
(i) a majority of the directors then in office, though less than a quorum, or
(ii) the stockholders at a special meeting of the stockholders properly called
for that purpose, by the vote of the holders of a majority of the shares
entitled to vote at such special meeting. Directors so chosen shall hold office
until the next annual meeting of stockholders.

Section 2.4. Regular Meetings. Regular meetings of the Board of
----------------
Directors shall be held at such place or places, on such date or dates, and at
such time or times as shall have been established by the Board of Directors and
publicized among all directors. A notice of each regular meeting shall not be
required.

Section 2.5. Special Meetings. Special meetings of the Board of
----------------
Directors may be called by a majority of the directors then in office, by the
chairman of the board or by the chief executive officer and shall be held at
such place, on such date, and at such time as they or he shall fix. Notice of
the place, date, and time of each such special meeting shall be given each
director by whom it is not waived by mailing written notice not less than five
(5) days before the meeting (one (1) day before the meeting if delivered by an
overnight courier service and two (2) days before the meeting if by overseas
courier service) or by telephoning, telecopying, telegraphing or personally
delivering the same not less than twenty-four (24) hours before the meeting.
Unless otherwise indicated in the notice thereof, any and all business may be
transacted at a special meeting.

Section 2.6. Quorum. At any meeting of the Board of Directors, a
------
majority of the total number of authorized directors shall constitute a quorum
for all purposes. If a quorum shall fail to attend any meeting, a majority of
those present may adjourn the meeting to another place, date, or time, without
further notice or waiver thereof.

Section 2.7. Participation in Meetings by Conference Telephone. Members
-------------------------------------------------
of the Board of Directors, or of any committee of the Board of Directors, may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other and such participation shall
constitute presence in person at such meeting.

Section 2.8. Conduct of Business. At any meeting of the Board of
-------------------
Directors, business shall be transacted in such order and manner as the Board
may from time to time determine, and all matters shall be determined by the vote
of a majority of the directors present, except as otherwise provided herein or
required by law. Action may be taken by the Board of Directors without a
meeting if all members thereof consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors.

Section 2.9. Powers. The Board of Directors may, except as otherwise
------
required by law, exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation, including, without limiting the
generality of the foregoing, the unqualified power:
<PAGE>

(1) To declare dividends from time to time in accordance with
law;

(2) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;

(3) To authorize the creation, making and issuance, in such form
as it may determine, of written obligations of every kind, negotiable or non-
negotiable, secured or unsecured, and to do all things necessary in connection
therewith;

(4) To remove any officer of the Corporation with or without
cause, and from time to time to pass on the powers and duties of any officer
upon any other person for the time being;

(5) To confer upon any officer of the Corporation the power to
appoint, remove and suspend subordinate officers, employees and agents;

(6) To adopt from time to time such stock option, stock purchase,
bonus or other compensation plans for directors, officers, employees and agents
of the Corporation and its subsidiaries as it may determine;

(7) To adopt from time to time such insurance, retirement, and
other benefit plans for directors, officers, employees and agents of the
Corporation and its subsidiaries as it may determine; and

(8) To adopt from time to time regulations, not inconsistent with
these By-Laws, for the management of the Corporation's business and affairs.

Section 2.10. Compensation of Directors. Directors, as such, may
-------------------------
receive, pursuant to resolution of the Board of Directors, fixed fees and other
compensation for their services as directors, including, without limitation,
their services as members of committees of the Board of Directors.

Section 2.11. Nomination of Director Candidates. Nominations for the
---------------------------------
election of directors may be made by the Board of Directors or a proxy committee
appointed by the Board of Directors or by any stockholder entitled to vote in
the election of directors.

ARTICLE III
COMMITTEES
----------

Section 3.1. Committees of the Board of Directors. The Board of
------------------------------------
Directors, by a vote of a majority of the whole Board, may from time to time
designate committees of the Board, with such lawfully delegable powers and
duties as it thereby confers, to serve at the pleasure of the Board and shall,
for those committees and any others provided for herein, elect a director or
directors to serve as the member or members, designating, if it desires, other
directors as alternate members who may replace any absent or disqualified member
at any meeting of the committee. Any committee so designated may exercise the
power and authority of the Board of
<PAGE>

Directors to declare a dividend, to authorize the issuance of stock or to adopt
an agreement of merger or consolidation if the resolution which designates the
committee or a supplemental resolution of the Board of Directors shall so
provide. In the absence or disqualification of any member of any committee and
any alternate member in his place, the member or members of the committee
present at the meeting and not disqualified from voting, whether or not he or
she or they constitute a quorum, may by unanimous vote appoint another member of
the Board of Directors to act at the meeting in the place of the absent or
disqualified member.

Section 3.2. Conduct of Business. Each committee may determine the
-------------------
procedural rules for meeting and conducting its business and shall act in
accordance therewith, except as otherwise provided herein or required by law.
Adequate provision shall be made for notice to members of all meetings; one-
third of the authorized members shall constitute a quorum unless the committee
shall consist of one or two members, in which event one member shall constitute
a quorum; and all matters shall be determined by a majority vote of the members
present. Action may be taken by any committee without a meeting if all members
thereof consent thereto in writing, and the writing or writings are filed with
the minutes of the proceedings of such committee.

ARTICLE IV
OFFICERS
--------

Section 4.1. Generally. The officers of the Corporation shall consist of
---------
a President, a Secretary and a Chief Financial Officer. The Corporation may
also have, at the discretion of the Board of Directors, a Chairman of the Board,
one or more Vice Presidents, and such other officers as may from time to time be
appointed by the Board of Directors. Officers shall be elected by the Board of
Directors, which shall consider that subject at its first meeting after every
annual meeting of stockholders. Each officer shall hold office until his or her
successor is elected and qualified or until his or her earlier resignation or
removal. Any number of offices may be held by the same person.

Section 4.2. Chairman of the Board. The Chairman of the Board, if there
---------------------
shall be such an officer, shall, if present, preside at all meetings of the
Board of Directors, and exercise and perform such other powers and duties as may
be from time to time assigned to him by the Board of Directors or as provided by
these By-Laws.

Section 4.3. President. Subject to such supervisory powers, if any, as
---------
may be given by the Board of Directors to the Chairman of the Board, if there be
such an officer, the President shall be the general manager and chief executive
officer of the Corporation and shall, subject to the control of the Board of
Directors, have general supervision, direction, and control of the business and
officers of the Corporation. He shall preside at all meetings of the
stockholders. He shall be ex officio a member of all the standing committees,
including the executive committee, if any, and shall have the general powers and
duties of management usually vested in the office of president of a Corporation,
and shall have such other powers and duties as may be prescribed by the Board of
Directors or by these By-Laws.
<PAGE>

Section 4.4. Vice President. In the absence or disability of the
--------------
President, the Vice Presidents in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform the duties of the President, and when so acting shall
have all the powers of, and be subject to all the restrictions upon, the
President. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Directors or these By-Laws.

Section 4.5. Chief Financial Officer. The Chief Financial Officer shall
-----------------------
keep and maintain or cause to be kept and maintained, adequate and correct books
and records of account in written form or any other form capable of being
converted into written form.

The Chief Financial Officer shall deposit all monies and other valuables in
the name and to the credit of the Corporation with such depositaries as may be
designated by the Board of Directors. He shall disburse all funds of the
Corporation as may be ordered by the Board of Directors, shall render to the
President and directors, whenever they request it, an account of all of his
transactions as Chief Financial Officer and of the financial condition of the
Corporation, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or by these By-Laws.

Section 4.6. Secretary. The Secretary shall keep, or cause to be kept, a
---------
book of minutes in written form of the proceedings of the Board of Directors,
committees of the Board, and stockholders. Such minutes shall include all
waivers of notice, consents to the holding of meetings, or approvals of the
minutes of meetings executed pursuant to these By-Laws or the Delaware General
Corporation Law. The Secretary shall keep, or cause to be kept at the principal
executive office or at the office of the Corporation's transfer agent or
registrar, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of shares held by each.

The Secretary shall give or cause to be given, notice of all meetings of
the stockholders and of the Board of Directors required by these By-Laws or by
law to be given, and shall keep the seal of the Corporation in safe custody, and
shall have such other powers and perform such other duties as may be prescribed
by the Board of Directors or these By-Laws.

Section 4.7. Delegation of Authority. The Board of Directors may from
-----------------------
time to time delegate the powers or duties of any officer to any other officers
or agents, notwithstanding any provision hereof.

Section 4.8. Removal. Any officer of the Corporation may be removed at
-------
any time, with or without cause, by the Board of Directors.

Section 4.9. Action With Respect to Securities of Other Corporations.
-------------------------------------------------------
Unless otherwise directed by the Board of Directors, the President or any
officer of the Corporation authorized by the President shall have power to vote
and otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of stockholders of or with respect to any
<PAGE>

action of stockholders of any other corporation in which this Corporation may
hold securities and otherwise to exercise any and all rights and powers which
this Corporation may possess by reason of its ownership of securities in such
other corporation.

ARTICLE V
STOCK
-----

Section 5.1. Certificates of Stock. Each stockholder shall be entitled
---------------------
to a certificate signed by, or in the name of the Corporation by, the President
or a Vice President, and by the Secretary or an Assistant Secretary, or the
Chief Financial Officer, certifying the number of shares owned by him or her.
Any of or all the signatures on the certificate may be facsimile.

Section 5.2. Transfers of Stock. Transfers of stock shall be made only
------------------
upon the transfer books of the Corporation kept at an office of the Corporation
or by transfer agents designated to transfer shares of the stock of the
Corporation. Except where a certificate is issued in accordance with Section
5.4 of these By-Laws, an outstanding certificate for the number of shares
involved shall be surrendered for cancellation before a new certificate is
issued therefor.

Section 5.3. Record Date. The Board of Directors may fix a record date,
-----------
which shall not be more than sixty (60) nor fewer than ten (10) days before the
date of any meeting of stockholders, nor more than sixty (60) days prior to the
time for the other action hereinafter described, as of which there shall be
determined the stockholders who are entitled: to notice of or to vote at any
meeting of stockholders or any adjournment thereof; to receive payment of any
dividend or other distribution or allotment of any rights; or to exercise any
rights with respect to any change, conversion or exchange of stock or with
respect to any other lawful action.

Section 5.4. Lost, Stolen or Destroyed Certificates. In the event of
--------------------------------------
the loss, theft or destruction of any certificate of stock, another may be
issued in its place pursuant to such regulations as the Board of Directors may
establish concerning proof of such loss, theft or destruction and concerning the
giving of a satisfactory bond or bonds of indemnity.

Section 5.5. Regulations. The issue, transfer, conversion and
-----------
registration of certificates of stock shall be governed by such other
regulations as the Board of Directors may establish.

ARTICLE VI
NOTICES
-------

Section 6.1. Notices. Except as otherwise specifically provided herein
-------
or required by law, all notices required to be given to any stockholder,
director, officer, employee or agent shall be in writing and may in every
instance be effectively given by hand delivery to the recipient thereof, by
depositing such notice in the mails, postage paid, or by sending such notice by
prepaid telegram, mailgram, telecopy or commercial courier service. Any such
notice shall be addressed to such stockholder, director, officer, employee or
agent at his or her last known address as the same appears on the books of the
Corporation. The time when such notice shall be deemed to be given shall be the
time such notice is received by such stockholder, director,
<PAGE>

officer, employee or agent, or by any person accepting such notice on behalf of
such person, if hand delivered, or the time such notice is dispatched, if
delivered through the mails or by telegram, courier or mailgram.

Section 6.2. Waivers. A written waiver of any notice, signed by a
-------
stockholder, director, officer, employee or agent, whether before or after the
time of the event for which notice is to be given, shall be deemed equivalent to
the notice required to be given to such stockholder, director, officer, employee
or agent. Neither the business nor the purpose of any meeting need be specified
in such a waiver. Attendance of a person at a meeting shall constitute a waiver
of notice for such meeting, except when the person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

ARTICLE VII
MISCELLANEOUS
-------------

Section 7.1. Facsimile Signatures. In addition to the provisions for
--------------------
use of facsimile signatures elsewhere specifically authorized in these By-Laws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.

Section 7.2. Corporate Seal. The Board of Directors may provide a
--------------
suitable seal, containing the name of the Corporation, which seal shall be in
the charge of the Secretary. If and when so directed by the Board of Directors
or a committee thereof, duplicates of the seal may be kept and used by the Chief
Financial Officer or by an Assistant Secretary or other officer designated by
the Board of Directors.

Section 7.3. Reliance Upon Books, Reports and Records. Each director,
----------------------------------------
each member of any committee designated by the Board of Directors, and each
officer of the Corporation shall, in the performance of his duties, be fully
protected in relying in good faith upon the books of account or other records of
the Corporation, including reports made to the Corporation by any of its
officers, by an independent certified public accountant, or by an appraiser.

Section 7.4. Fiscal Year. The fiscal year of the Corporation shall be
-----------
as fixed by the Board of Directors.

Section 7.5. Time Periods. In applying any provision of these By-Laws
------------
which require that an act be done or not done a specified number of days prior
to an event or that an act be done during a period of a specified number of days
prior to an event, calendar days shall be used, the day of the doing of the act
shall be excluded, and the day of the event shall be included.
<PAGE>

ARTICLE VIII

INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------

Section 8.1. Right to Indemnification. Each person who was or is made a
------------------------
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
("proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative, is or was a director, officer or employee of
the Corporation or is or was serving at the request of the Corporation as a
director, officer or employee of another corporation, or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer or employee or in any other capacity
while serving as a director, officer or employee, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than said Law
permitted the Corporation to provide prior to such amendment) against all
expenses, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties, amounts paid or to be paid in settlement and amounts
expended in seeking indemnification granted to such person under applicable law,
this By-law or any agreement with the Corporation) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer or employee and
shall inure to the benefit of his or her heirs, executors and administrators;
provided, however, that, except as provided in Section 8.2, the Corporation
- -------- -------
shall indemnify any such person seeking indemnity in connection with an action,
suit or proceeding (or part thereof) initiated by such person only if (a) such
indemnification is expressly required to be made by law, (b) the action, suit or
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation, (c) such indemnification is provided by the Corporation, in its
sole discretion, pursuant to the powers vested in the Corporation under the
Delaware General Corporation Law, or (d) the action, suit or proceeding (or part
thereof) is brought to establish or enforce a right to indemnification under an
indemnity agreement or any other statute or law or otherwise as required under
Section 145 of the Delaware General Corporation Law. Such right shall be a
contract right and shall include the right to be paid by the Corporation
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
-------- -------
then so requires, the payment of such expenses incurred by a director or officer
of the Corporation in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of such proceeding, shall be
made only upon delivery to the Corporation of an undertaking, by or on behalf of
such director or officer, to repay all amounts so advanced if it should be
determined ultimately that such director or officer is not entitled to be
indemnified under this Section or otherwise.
<PAGE>

Section 8.2. Right of Claimant to Bring Suit. If a claim under Section
-------------------------------
8.1 is not paid in full by the Corporation within ninety (90) days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if such suit is not frivolous or brought in bad faith, the
claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought
to enforce a claim for expenses incurred in defending any proceeding in advance
of its final disposition where the required undertaking, if any, has been
tendered to this Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that a claimant has not
met such applicable standard of conduct.

Section 8.3. Non-Exclusivity of Rights. The rights conferred on any
-------------------------
person by Sections 8.1 and 8.2 shall not be exclusive of any other right which
such persons may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 8.4. Indemnification Contracts. The Board of Directors is
-------------------------
authorized to enter into a contract with any director, officer, employee or
agent of the Corporation, or any person serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including employee
benefit plans, providing for indemnification rights equivalent to or, if the
Board of Directors so determines, greater than, those provided for in this
Article VIII.

Section 8.5. Insurance. The Corporation may maintain insurance to the
---------
extent reasonably available, at its expense, to protect itself and any such
director, officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under Delaware
General Corporation Law.

Section 8.6. Effect of Amendment. Any amendment, repeal or modification
-------------------
of any provision of this Article VIII by the stockholders or the directors of
the Corporation shall not adversely affect any right or protection of a director
or officer of the Corporation existing at the time of such amendment, repeal or
modification.
<PAGE>

ARTICLE IX
AMENDMENTS
----------

The Board of Directors is expressly empowered to adopt, amend or repeal By-
Laws of the Corporation, subject to the right of the stockholders to adopt,
amend, alter or repeal the By-Laws of the Corporation. Any adoption, amendment
or repeal of By-Laws of the Corporation by the Board of Directors shall require
the approval of a majority of the total number of authorized directors (whether
or not there exist any vacancies in previously authorized directorships at the
time any resolution providing for adoption, amendment or repeal is presented to
the Board). The stockholders shall also have power to adopt, amend or repeal
the By-Laws of the Corporation.

<PAGE>

EXHIBIT 4.5
-----------

AMENDMENT NO. 1
TO
STOCKHOLDERS' AGREEMENT

This Amendment No. 1 to Stockholders' Agreement (this "Amendment") dated as
---------
of October 13, 1998 is entered into by and among FirstAmerica Automotive, Inc.,
a Delaware corporation (the "Company"), Thomas Price and Donald Strough (the
-------
"Principals"), and the holders of a majority of the shares of Common Stock held
- -----------
by TCW Stockholders (the "TCW Stockholders").

WHEREAS, the parties hereto desire to modify the definitions of the terms,
"TCW" and "Initial TCW Holders" as defined in Section 1 of the Stockholders'
Agreement dated as of July 11, 1997, by and among the Company and its
stockholders.

NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

Section 1. Definitions. For all purposes of this Amendment:
-----------

(a) Capitalized terms used but not defined herein shall have the
respective meanings assigned to such terms in the Stockholders' Agreement;
and

(b) The terms "hereby," "hereto," "hereof" and "herewith" and other
words of similar import refer to this Amendment.

Section 2. New Definition of "TCW."
----------------------

(a) The definition of "TCW" in Section 1 of the Stockholders'
Agreement is hereby amended and restated in its entirety to read as
follows:

"TCW" means collectively, TCW/Crescent Mezzanine Partners, L.P.,
---
a Delaware limited partnership, TCW Mach I Partners, L.P., a
Delaware limited partnership and TCW Shared Opportunity Fund II,
L.P., a Delaware limited partnership, TCW Leveraged Income Trust,
L.P., a Delaware limited partnership, TCW/Crescent Mezzanine
Trust, a Delaware business trust (collectively, the "Initial TCW
Holders"), and such Persons to whom TCW Transfers Securities in a
manner permitted by this Agreement, provided, that the Principals
and their Affiliates shall not become "TCW" by acquiring
Securities from TCW.
<PAGE>

Section 3. Miscellaneous.
-------------

(a) THIS AMENDMENT AND ALL ISSUES HEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA
(WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW).

(b) Upon the execution and delivery of this Amendment, the
Stockholders' Agreement shall be amended in accordance herewith and this
Amendment shall for a part of the Stockholders' Agreement for all purposes,
and the parties hereto shall be bound by the Stockholders' Agreement, as
amended.

(c) This Amendment may be executed in as many counterparts as may be
deemed necessary and convenient, and by the different parties hereto on
separate counterparts each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute one and the same
instrument.

(d) The Section headings of this Amendment are for convenience of
reference only and shall not be deemed to modify, explain, restrict, alter
or affect the meaning or interpretation of any provision hereof.

[Signatures Follow]
<PAGE>

IN WITNESS WHEREOF, this Amendment has been duly executed by the parties
set forth below as of the date first written above.

The COMPANY:

FIRST AMERICA AUTOMOTIVE, INC.

By: /s/ Thomas A. Price
---------------------------------
Name: Thomas A. Price
-------------------------------
Title: President
------------------------------

The Principals:

/s/ Thomas A. Price
---------------------------------
Thomas A. Price

/s/ Donald Strough
---------------------------------
Donald Strough

TCW STOCKHOLDERS:

TCW/CRESCENT MEZZANINE PARTNERS, L.P.
TCW/CRESCENT MEZZANINE TRUST
TCW CRESCENT MEZZANINE INVESTMENT
PARTNERS, L.P.

By: TCW/CRESCENT MEZZANINE, L.L.C.,
its general partner or managing owner

By: /s/ John C. Rocchio
---------------------------------
Name: John C. Rocchio
-------------------------------
Title: Managing Director
------------------------------
<PAGE>

TCW LEVERAGED INCOME TRUST, L.P.

By: TCW ADVISORS (BERMUDA), LIMITED,
as General Partner

By: /s/ Jean-Marc Chapus
---------------------------------
Name: Jean-Marc Chapus
-------------------------------
Title: President
------------------------------

By: TCW INVESTMENT MANAGEMENT
COMPANY,
as Investment Advisor

By: /s/ John C. Rocchio
---------------------------------
Name: John C. Rocchio
-------------------------------
Title: Managing Director
------------------------------

TCW LEVERAGED INCOME TRUST II, L.P.

By: TCW (LINC II), L.P.,
as General Partner

By: TCW ADVISORS (BERMUDA), LIMITED,
as general partner

By: /s/ Jean-Marc Chapus
---------------------------------
Name: Jean-Marc Chapus
-------------------------------
Title: President
------------------------------

By: TCW INVESTMENT MANAGEMENT
COMPANY,
as Investment Advisor

By: /s/ John C. Rocchio
---------------------------------
Name: John C. Rocchio
-------------------------------
Title: Managing Director
------------------------------
<PAGE>

CRESCENT/MACH I PARTNERS, L.P.

By: TCW ASSET MANAGEMENT COMPANY,
as investment manager and
attorney-in-fact

By: /s/ Jean-Marc Chapus
---------------------------------
Name: Jean-Marc Chapus
-------------------------------
Title: President
------------------------------

By: /s/ John C. Rocchio
---------------------------------
Name: John C. Rocchio
-------------------------------
Title: Managing Director
------------------------------

TCW SHARED OPPORTUNITY FUND II, L.P.

BY: TCW INVESTMENT MANAGEMENT
COMPANY,
its investment advisor

By: /s/ Jean-Marc Chapus
---------------------------------
Name: Jean-Marc Chapus
-------------------------------
Title: President
------------------------------

By: /s/ John C. Rocchio
---------------------------------
Name: John C. Rocchio
-------------------------------
Title: Managing Director
------------------------------

<PAGE>

EXHIBIT 4.8
-----------

AMENDMENT NO. 2

SECURITIES PURCHASE AGREEMENT

This Amendment No. 2 to Securities Purchase Agreement (this
"Amendment") dated as of June 10, 1998 is entered into by and among each of the
---------
New Subsidiaries (as defined below) and each of the parties to the Securities
Purchase Agreement dated as of July 11, 1997 (the "Securities Purchase
-------------------
Agreement" by and among FirstAmerica Automotive, Inc., a Delaware Corporation
(the "Company"), the Guarantors (as defined therein) and the purchasers listed
-------
on the signature pages thereto, as amended.

WHEREAS, the parties hereto desire to add each of the New Subsidiaries
(as defined below) as a party to the Securities Purchase Agreement, in the
capacity as a Guarantor.

NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

SECTION 1. Definitions. For all purposes of this Amendment:
-----------

(a) Capitalized terms used but not defined herein shall have the
respective meanings assigned to such terms in the Securities Purchase Agreement;
and

(b) the terms "hereby," "hereto," "hereof" and "herewith" and
other words of similar import refer to this Amendment.

Section 2. New Subsidiary Guarantors.
-------------------------

(a) In accordance with the provisions of Section 10.3 of the
Securities Purchase Agreement, each of FAA Beverly Hills, Inc., a California
Corporation, FAA Poway G., Inc., a California Corporation, and FAA Serramonte
H., Inc., a California Corporation (each, a "New Subsidiary" and collectively,
--------------
the "New Subsidiaries"), is hereby joined as a party to the Securities Purchase
----------------
Agreement and agrees that by its execution hereof (i) it shall be deemed to have
executed the Securities Purchase Agreement, and is a Guarantor thereunder for
all purposes thereof, (ii) it hereby makes the Subsidiary Guaranty contained in
the Securities Purchase Agreement, and undertakes, covenants and agrees to all
of the obligations, agreements, waivers and other provisions under the
Securities Purchase Agreement as a Guarantor thereunder and (iii) it hereby
affirms and makes all of the representations and warranties made by each
Guarantor under the Securities Purchase Agreement. All references in the
Securities Purchase Agreement and in the Notes to a Guarantor shall hereafter
include each of the New Subsidiaries.
<PAGE>

(b) For value received, each of the New Subsidiaries hereby
unconditionally guarantees to the Holders of the Notes (i) the due and punctual
payment, on the basis set forth in the Securities Purchase Agreement pursuant to
which the Notes and this guaranty were issued, of the principal of, premium (if
any) and interest on such Notes when and as the same shall become due and
payable for any reason according to the terms of such Notes and Section 10 of
the Securities Purchase Agreement, and (ii) that all other obligations of the
Company under the Securities Purchase Agreement or the Notes will be promptly
paid in full or performed in accordance with the terms of the Securities
Purchase Agreement and the Notes.

(c) Each of the Company and each of its Subsidiaries (including
without limitation each of the New Subsidiaries) hereby acknowledges that its
execution of this Amendment satisfies the requirements of and constitutes
compliance with the terms of Section 10 of the Securities Purchase Agreement
(including without limitation Section 10.3 thereof).

(d) Each of the Company and each of its Subsidiaries (including
without limitation each of the New Subsidiaries) hereby represents and warrants
to the Holders that this Amendment has been duly authorized, executed and
delivered, by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms.

Section 3. Miscellaneous.
-------------

(a) THIS AMENDMENT AND ALL ISSUES HEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA
(WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW).

(b) Upon the execution and delivery of this Amendment, the Securities
Purchase Agreement shall be amended in accordance herewith and this Amendment
shall form a part of the Securities Purchase Agreement for all purposes, and the
parties hereto and every Holder shall be bound by the Securities Purchase
Agreement, as so amended.

(c) This Amendment may be executed in as many counterparts as may be
deemed necessary and convenient, and by the different parties hereto on separate
counterparts each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute one and the same instrument.

(d) The Section headings of this Amendment are for convenience of
reference only and shall not be deemed to modify, explain, restrict, alter or
affect the meaning or interpretation of any provision hereof.

[Signatures Follow]
<PAGE>

IN WITNESS WHEREOF, this Amendment has been duly executed by the
parties set forth below as of the date first written above.

<TABLE>
<CAPTION>
<S> <C>
Company:

FIRSTAMERICA AUTOMOTIVE, INC.

By: /s/ Thomas A. Price
-----------------------------
Name: Thomas A. Price
--------------------------
Title: President
--------------------------

Guarantors:
- -----------

FAA SAN BRUNO, INC. FAA STEVENS CREEK, INC.

By: /s/ Thomas A. Price By: /s/ Thomas A. Price
----------------------------- -----------------------------
Name: Thomas A. Price Name: Thomas A. Price
-------------------------- --------------------------
Title: President Title: President
-------------------------- --------------------------

SMART NISSAN, INC. FAA DEALER SERVICES, INC.

TRANSCAR LEASING, INC. FAA CONCORD H, INC.

FAA CONCORD N, INC. FAA POWAY D, INC.

<TABLE>
<CAPTION>
<S> <C>
FAA POWAY T, INC. FAA POWAY H, INC.

FAA DUBLIN VWD, INC. FAA DUBLIN N, INC.

FAA SERRAMONTE L, INC. FAA SERRAMONTE, INC.

FAA CAPITOL N, INC. FAA AUTO FACTORY, INC.

FAA BEVERLY HILLS, INC. FAA POWAY G, INC.

FAA SERRAMONTE H, INC.

By: /s/ Thomas A. Price
-----------------------------
Name: Thomas A. Price
--------------------------
Title: President
--------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
Holders:
-------

TCW/CRESCENT MEZZANINE PARTNERS, L.P.
TCW/CRESCENT MEZZANINE TRUST
TCW/CRESCENT MEZZANINE
INVESTMENT PARTNERS, L.P.

By: TCW/CRESCENT MEZZANINE, L.L.C.,
its general partner or managing owner

By: /s/ Jean-Marc Chapus
---------------------------------
Name: Jean-Marc Chapus
-------------------------------
Title: President
------------------------------

By: /s/ John C. Rocchio
---------------------------------
Name: John C. Rocchio
-------------------------------
Title: Managing Director
------------------------------

TCW LEVERAGED INCOME TRUST II, L.P.

By: TCW ADVISORS (BERMUDA), LIMITED,
as General Partner

By: /s/ Jean-Marc Chapus
---------------------------------
Name: Jean-Marc Chapus
-------------------------------
Title: President
------------------------------

By: TCW INVESTMENT MANAGEMENT COMPANY,
as Investment Advisor

By: /s/ John C. Rocchio
---------------------------------
Name: John C. Rocchio
-------------------------------
Title: Managing Director
------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
CRESCENT/MACH I PARTNERS, L.P.

By: TCW ASSET MANAGEMENT COMPANY,
as investment manager and attorney-in-fact

By: /s/ Jean-Marc Chapus
---------------------------------
Jean-Marc Chapus
Managing Director

By: /s/ John C. Rocchio
---------------------------------
John C. Rocchio
Managing Director

TCW SHARED OPPORTUNITY FUND II, L.P.

By: TCW INVESTMENT MANAGEMENT COMPANY,
its Investment Advisor

By: /s/ Jean-Marc Chapus
---------------------------------
Jean-Marc Chapus
Managing Director

By: /s/ John C. Rocchio
---------------------------------
John C. Rocchio
Managing Director

</TABLE>

<PAGE>

EXHIBIT 4.9
-----------

AMENDMENT NO. 3
TO
SECURITIES PURCHASE AGREEMENT

This Amendment No. 3 to Securities Purchase Agreement (this
"Amendment") dated as of October 13, 1998 is entered into by and among the New
---------
Subsidiary (as defined below) and each of the parties to the Securities Purchase
Agreement dated as of July 11, 1997 (the "Securities Purchase Agreement") by and
among FirstAmerica Automotive, Inc., a Delaware Corporation (the "Company"), the
-------
Guarantors (as defined therein) and the purchasers listed on the signatures
pages thereto, as amended.

WHEREAS, the parties hereto desire to add the New Subsidiary (as
defined below) as a party to the Securities Purchase Agreement, in the capacity
as a Guarantor.

NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

Section 1. Definitions. For all purposes of this Amendment:
------------

(a) Capitalized terms used but not defined herein shall have the
respective meanings assigned to such terms in the Securities Purchase
Agreement; and

(b) The terms "hereby," "hereto," and "herewith" and other words
of similar import refer to this Amendment.

Section 2. New Subsidiary Guarantor.
-------------------------

(a) In accordance with the provisions of Section 10.3 of the
Securities Purchase Agreement, FAA Concord T, Inc., a California
corporation, (the "New Subsidiary"), is hereby joined as a party to the
--------------
Securities Purchase Agreement and agrees that by its execution hereof (i)
it shall be deemed to have executed the Securities Purchase Agreement, and
is a Guarantor thereunder for all purposes thereof, (ii) it hereby makes
the Subsidiary Guaranty contained in the Securities Purchase Agreement, and
undertakes, covenants and agrees to all of the obligations, agreements,
waivers and other provisions under the Securities Purchase Agreement as a
Guarantor thereunder, and (iii) it hereby affirms and makes all of the
representations and warranties made by each Guarantor under the Securities
Purchase Agreement. All references in the Securities Purchase Agreement
and in the Notes to a Guarantor shall hereafter include the New Subsidiary.
<PAGE>

(b) For value received, the New Subsidiary hereby unconditionally
guarantees to the Holders of the Notes (i) the due and punctual payment, on
the basis set forth in the Securities Purchase Agreement pursuant to which
the Notes and this guaranty were issued, of the principal of, premium (if
any) and interest on such Notes when and as the same shall become due and
payable for any reason according to the terms of such Notes and Section 10
of the Securities Purchase Agreement, and (ii) that all other obligations
of the Company under the Securities Purchase Agreement or the Notes will be
promptly paid in full or performed in accordance with the terms of the
Securities Purchase Agreement and the Notes.

(c) Each of the Company and each of its Subsidiaries (including
without limitation the New Subsidiary) hereby acknowledges that its
execution of this Amendment satisfies the requirements of and constitutes
compliance with the terms of Section 10 of the Securities Purchase
Agreement (including without limitation Section 10.3 thereof).

(d) Each of the Company and each of its Subsidiaries (including
without limitation the New Subsidiary) hereby represents and warrants to
the Holders that this Amendment has been duly authorized, executed and
delivered, by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms.

Section 3. New Purchase Price Allocable To The Additional Common Shares.
-------------------------------------------------------------

Notwithstanding the provisions of the Securities Purchase
Agreement (including without limitation Section 1.2(c) thereof), the
purchase price allocable to the Additional Common Shares shall be $2.00 per
share.

Section 4. Miscellaneous.
--------------

(a) THIS AMENDMENT AND ALL ISSUES HEREUNDER SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA (WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW).

(b) Upon the execution and delivery of this Amendment, the
Securities Purchase Agreement shall be amended in accordance herewith and
this Amendment shall form a part of the Securities Purchase Agreement for
all purposes, and the parties hereto and every Holder shall be bound by the
Securities Purchase Agreement, as so amended.

(c) This Amendment may be executed in as many counterparts as may
be deemed necessary and convenient, and by the different parties hereto on
separate counterparts each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute one and the same
instrument.
<PAGE>

[Signatures Follow]

IN WITNESS WHEREOF, this Amendment has been duly executed by the
parties set forth below as of the date first written above.

<TABLE>
<CAPTION>
<S> <C>
Company:
-------

FIRSTAMERICA AUTOMOTIVE, INC.

By: /s/ Thomas A. Price
-----------------------------
Name: Thomas A. Price
--------------------------
Title: President
--------------------------

Guarantors:
- -----------

FAA SAN BRUNO, INC. FAA STEVENS CREEK, INC.

SMART NISSAN, INC. FAA DEALER SERVICES, INC.

TRANSCAR LEASING, INC. FAA CONCORD H, INC.

<TABLE>
<CAPTION>
<S> <C>
FAA CONCORD N, INC. FAA POWAY D, INC.

FAA POWAY T, INC. FAA POWAY H, INC.

FAA DUBLIN VWD, INC. FAA DUBLIN N, INC.

FAA SERRAMONTE L, INC. FAA SERRAMONTE, INC.

FAA CAPITOL N, INC. FAA AUTO FACTORY, INC.

<TABLE>
<CAPTION>
<S> <C>
FAA SERRAMONTE H, INC. FAA POWAY G, INC.

FAA BEVERLY HILLS, INC. FAA CONCORD T, INC.

</TABLE>

<PAGE>

EXHIBIT 4.10
------------

AMENDMENT NO. 4
TO
SECURITIES PURCHASE AGREEMENT

This Amendment No. 4 to Securities Purchase Agreement (this "AMENDMENT")
dated as of November 19, 1998 is entered into by and among the New Subsidiary
(as defined below) and each of the Holders of Notes issued under the Securities
Purchase Agreement dated as of July 11, 1997 (the "SECURITIES PURCHASE
AGREEMENT") by and among FirstAmerica Automotive, Inc., a Delaware corporation
(the "COMPANY"), the Guarantors (as defined therein) and the purchasers listed
on the signature pages thereto, as amended.

WHEREAS, the parties hereto desire to add the New Subsidiary (as defined
below) as a party to the Securities Purchase Agreement, in the capacity as a
Guarantor.

NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

Section 1. Definitions. For all purposes of this Amendment:
-----------

(a) Capitalized terms used but not defined herein shall have the respective
meanings assigned to such terms in the Securities Purchase Agreement; and

(b) The terms "hereby," "hereto," "hereof" and "herewith" and other words
of similar import refer to this Amendment.

Section 2. New Subsidiary Guarantor.
------------------------

(a) In accordance with the provisions of Section 10.3 of the Securities
Purchase Agreement, FAA Woodland Hills VW, Inc., a California corporation (the
"New Subsidiary"), is hereby joined as a party to the Securities Purchase
- ---------------
Agreement and agrees that by its execution hereof (i) it shall be deemed to have
executed the Securities Purchase Agreement, and is a Guarantor thereunder for
all purposes thereof, (ii) it hereby makes the Subsidiary Guaranty contained in
the Securities Purchase Agreement, and undertakes, covenants and agrees to all
of the obligations, agreements, waivers and other provisions under the
Securities Purchase Agreement as a Guarantor thereunder and (iii) it hereby
affirms and makes all of the representations and warranties made by each
Guarantor under the Securities Purchase Agreement. All references in the
Securities Purchase Agreement and in the Notes to a Guarantor shall hereafter
include the New Subsidiary.

payable for any reason according to the terms of such Notes and Section 10 of
the Securities Purchase Agreement, and (ii) that all other obligations of the
Company under the Securities Purchase Agreement or the Notes will be promptly
paid in full or performed in accordance with the terms of the Securities
Purchase Agreement and the Notes.

(c) Each of the Company and each of its Subsidiaries (including without
limitation the New Subsidiary) hereby acknowledges that its execution of this
Amendment satisfies the requirements of and constitutes compliance with the
terms of Section 10 of the Securities Purchase Agreement (including without
limitation Section 10.3 thereof).

(d) Each of the Company and each of its Subsidiaries (including without
limitation the New Subsidiary) hereby represents and warrants to the Holders
that this Amendment has been duly authorized, executed and delivered, by it and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms.

Section 3. Miscellaneous.
-------------

(a) THIS AMENDMENT AND ALL ISSUES HEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA
(WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW).

(c) This Amendment may be executed in as many counterparts as may be deemed
necessary and convenient, and by the different parties hereto on separate
counterparts each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute one and the same instrument.

(d) The Section headings of this Amendment are for convenience of reference
only and shall not be deemed to modify, explain, restrict, alter or affect the
meaning or interpretation of any provision hereof.

[Signatures Follow]
<PAGE>

IN WITNESS WHEREOF, this Amendment has been duly executed by the parties
set forth below as of the date first written above.

<TABLE>
<CAPTION>
<S> <C>
Company:

FIRSTAMERICA AUTOMOTIVE, INC.

By: /s/ Thomas A. Price
-----------------------------
Name: Thomas A. Price
--------------------------
Title: President
--------------------------

Guarantors:
- -----------

FAA SAN BRUNO, INC. FAA STEVENS CREEK, INC.

SMART NISSAN, INC. FAA DEALER SERVICES, INC.

TRANSCAR LEASING, INC. FAA CONCORD H, INC.

FAA CONCORD N, INC. FAA CONCORD T, INC.

<TABLE>
<CAPTION>
<S> <C>
FAA POWAY T, INC. FAA POWAY T, INC.

FAA POWAY H, INC. FAA DUBLIN VWD, INC.

FAA DUBLIN N, INC. FAA SERRAMONTE H, INC.

FAA SERRAMONTE L, INC. FAA SERRAMONTE, INC.

FAA BEVERLY HILLS, INC. FAA AUTO FACTORY, INC.

FAA CAPITOL N, INC. FAA WOODLAND HILLS VW, INC.

<TABLE>
<CAPTION>
<S> <C>
Holders:
-------

TCW/CRESCENT MEZZANINE PARTNERS, L.P.
TCW/CRESCENT MEZZANINE TRUST
TCW/CRESCENT MEZZANINE
INVESTMENT PARTNERS, L.P.

By: TCW/CRESCENT MEZZANINE, L.L.C.,
its general partner or managing owner

By: /s/ John C. Rocchio
---------------------------------
Name: John C. Rocchio
-------------------------------
Title: Managing Director
------------------------------

TCW LEVERAGED INCOME TRUST, L.P.

By: TCW ADVISORS (BERMUDA) LIMITED,
as General Partner

By: /s/ Robert D. Beyer
---------------------------------
Name: Robert D. Beyer
-------------------------------
Title: Group Managing Director
------------------------------

By: TCW INVESTMENT MANAGEMENT COMPANY,
as Investment Advisor

By: /s/ John C. Rocchio
---------------------------------
Name: John C. Rocchio
-------------------------------
Title: Managing Director
------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
TCW LEVERAGED INCOME TRUST II, L.P.

By: TCW (LINC II), L.P.,
as General Partner

By: TCW ADVISORS (BERMUDA) LIMITED,
as General Partner

By: /s/ Robert D. Beyer
---------------------------------
Name: Robert D. Beyer
-------------------------------
Title: Group Managing Director
------------------------------

By: TCW INVESTMENT MANAGEMENT COMPANY,
as Investment Advisor

By: /s/ John C. Rocchio
---------------------------------
Name: John C. Rocchio
-------------------------------
Title: Managing Director
------------------------------

CRESCENT/MACH I PARTNERS, L.P.

By: TCW ASSET MANAGEMENT COMPANY,
as investment manager and attorney-in-fact

By: /s/ Robert D. Beyer
---------------------------------
Name: Robert D. Beyer
-------------------------------
Title: Group Managing Director
------------------------------

By: /s/ John C. Rocchio
---------------------------------
Name: John C. Rocchio
-------------------------------
Title: Managing Director
------------------------------
</TABLE>
<PAGE>

TCW SHARED OPPORTUNITY FUND II, L.P.

By: TCW INVESTMENT MANAGEMENT COMPANY,
its Investment Advisor

By: /s/ Robert D. Beyer
---------------------------------
Name: Robert D. Beyer
-------------------------------
Title: Group Managing Director
------------------------------

By: /s/ John C. Rocchio
---------------------------------
Name: John C. Rocchio
-------------------------------
Title: Managing Director
------------------------------

</TABLE>

<PAGE>

EXHIBIT 4.11
------------

AMENDMENT NO. 5
TO
SECURITIES PURCHASE AGREEMENT

This Amendment No. 5 to Securities Purchase Agreement (this "Amendment")
---------
dated as of December __, 1998 is entered into by and among the New Subsidiary
(as defined below) and each of the Holders of Notes issued under the Securities
Purchase Agreement dated as of July 11, 1997 (the "Securities Purchase
-------------------
Agreement") by and among FirstAmerica Automotive, Inc., a Delaware corporation
(the "Company"), the Guarantors (as defined therein) and the purchasers listed
-------
on the signature pages thereto, as amended.

WHEREAS, the parties hereto desire to add the New Subsidiary (as defined
below) as a party to the Securities Purchase Agreement, in the capacity as a
Guarantor.

NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

Section 1. Definitions. For all purposes of this Amendment:
-----------

(a) Capitalized terms used but not defined herein shall have the respective
meanings assigned to such terms in the Securities Purchase Agreement; and

(b) The terms "hereby," "hereto," "hereof" and "herewith" and other words
of similar import refer to this Amendment.

Section 2. New Subsidiary Guarantor.
------------------------

(a) In accordance with the provisions of Section 10.3 of the Securities
Purchase Agreement, DSW Associates. Inc., a California corporation (the "New
---
Subsidiary"), is hereby joined as a party to the Securities Purchase Agreement
- ----------
and agrees that by its execution hereof (i) it shall be deemed to have executed
the Securities Purchase Agreement, and is a Guarantor thereunder for all
purposes thereof, (ii) it hereby makes the Subsidiary Guaranty contained in the
Securities Purchase Agreement, and undertakes, covenants and agrees to all of
the obligations, agreements, waivers and other provisions under the Securities
Purchase Agreement as a Guarantor thereunder and (iii) it hereby affirms and
makes all of the representations and warranties made by each Guarantor under the
Securities Purchase Agreement. All references in the Securities Purchase
Agreement and in the Notes to a Guarantor shall hereafter include the New
Subsidiary.

(c) Each of the Company and each of its Subsidiaries (including without
limitation the New Subsidiary) hereby acknowledges that its execution of this
Amendment satisfies the requirements of and constitutes compliance with the
terms of Section 10 of the Securities Purchase Agreement (including without
limitation Section 10.3 thereof).

(d) Each of the Company and each of its Subsidiaries (including without
limitation the New Subsidiary) hereby represents and warrants to the Holders
that this Amendment has been duly authorized, executed and delivered, by it and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms.

Section 3. Miscellaneous.
-------------

(a) THIS AMENDMENT AND ALL ISSUES HEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA
(WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW).

(c) This Amendment may be executed in as many counterparts as may be deemed
necessary and convenient, and by the different parties hereto on separate
counterparts each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute one and the same instrument.

(d) The Section headings of this Amendment are for convenience of reference
only and shall not be deemed to modify, explain, restrict, alter or affect the
meaning or interpretation of any provision hereof.

[Signatures Follow]
<PAGE>

IN WITNESS WHEREOF, this Amendment has been duly executed by the
partners set forth below as of the date first written above.

<TABLE>
<CAPTION>
<S> <C>
Company:
-------

FIRSTAMERICA AUTOMOTIVE, INC.

By: /s/ Thomas A. Price
-----------------------------
Name: Thomas A. Price
--------------------------
Title: President
--------------------------

Guarantors:
- -----------

FAA SAN BRUNO, INC. FAA STEVENS CREEK, INC.

SMART NISSAN, INC. FAA DEALER SERVICES, INC.

TRANSCAR LEASING, INC. FAA CONCORD H, INC.

FAA CONCORD N, INC. FAA CONCORD T, INC.

<TABLE>
<CAPTION>
<S> <C>
FAA POWAY D, INC. FAA POWAY T, INC.

FAA POWAY H, INC. FAA DUBLIN VWD, INC.

FAA DUBLIN N, INC. FAA SERRAMONTE H, INC.

FAA SERRAMONTE L, INC. FAA SERRAMONTE, INC.

FAA BEVERLY HILLS, INC. FAA AUTO FACTORY, INC.

<TABLE>
<CAPTION>
<S> <C>
FAA CAPITOL N, INC. FAA WOODLAND HILLS VW, INC.

DSW & ASSOCIATES,INC. DEALERSOFT TECHNOLOGIES
Corporation

<TABLE>
<CAPTION>
<S> <C>
Holders:
-------

TCW/CRESCENT MEZZANINE PARTNERS, L.P.
TCW/CRESCENT MEZZANINE TRUST
TCW/CRESCENT MEZZANINE
INVESTMENT PARTNERS, L.P.

By: TCW/CRESCENT MEZZANINE, L.L.C.,
its general partner or managing owner

By: /s/ John C. Rocchio
---------------------------------
Name: John C. Rocchio
-------------------------------
Title: Managing Director
------------------------------

TCW LEVERAGED INCOME TRUST, L.P.

By: TCW ADVISORS (BERMUDA), LIMITED,
as General Partner

By: /s/ Robert D. Beyer
---------------------------------
Name: Robert D. Beyer
-------------------------------
Title: Group Managing Director
------------------------------

By: TCW INVESTMENT MANAGEMENT COMPANY,
as Investment Advisor

By: /s/ John C. Rocchio
---------------------------------
Name: John C. Rocchio
-------------------------------
Title: Managing Director
------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
TCW LEVERAGED INCOME TRUST II, L.P.

By: TCW (LINC II), L.P.,
as General Partner

By: TCW ADVISORS (BERMUDA) LIMITED
as General Partner

By: /s/ Robert D. Beyer
---------------------------------
Name: Robert D. Beyer
-------------------------------
Title: Group Managing Director
------------------------------

By: TCW INVESTMENT MANAGEMENT COMPANY,
as Investment Advisor

By: /s/ John C. Rocchio
---------------------------------
Name: John C. Rocchio
-------------------------------
Title: Managing Director
------------------------------

CRESCENT/MACH I PARTNERS, L.P.

By: TCW ASSET MANAGEMENT COMPANY,
as investment manager and attorney-in-fact

By: /s/ Robert D. Beyer
---------------------------------
Name: Robert D. Beyer
-------------------------------
Title: Group Managing Director
------------------------------

By: /s/ John C. Rocchio
---------------------------------
Name: John C. Rocchio
-------------------------------
Title: Managing Director
------------------------------
</TABLE>
<PAGE>

TCW SHARED OPPORTUNITY FUND II, L.P.

By: TCW INVESTMENT MANAGEMENT COMPANY,
as Investment Advisor

By: /s/ Robert D. Beyer
---------------------------------
Name: Robert D. Beyer
-------------------------------
Title: Group Managing Director
------------------------------

By: /s/ John C. Rocchio
---------------------------------
Name: John C. Rocchio
-------------------------------
Title: Managing Director
------------------------------

</TABLE>

<PAGE>

[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH, LLP] EXHIBIT 5
---------

ATTORNEYS AT LAW
400 HAMILTON AVENUE
PALO ALTO, CA 94301-1825
TEL (415) 328-6561
FAX (415) 327-3699 __________________

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

As legal counsel for FirstAmerica Automotive, Inc., a Delaware Corporation
(the "Company"), we are rendering this opinion in connection with the
registration under the Securities Act of 1933, as amended, of up to 1,500,000
shares of the Common Stock, $0.00001 par value, of the Company ("Common Stock")
which may be issued pursuant to the exercise of options granted under
FirstAmerica Automotive, Inc. 1997 Stock Option Plan (the "Option Plan").

We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We are admitted to
practice only in the State of California and we express no opinion concerning
any law other than the law of the State of California, the corporation laws of
the State of Delaware and the federal law of the United States. As to matters
of Delaware corporation law, we have based our opinion solely upon our
examination of such laws and the rules and regulations of the authorities
administering such laws, all as reported in standard, unofficial compilations.
We have not obtained opinions of counsel licensed to practice in jurisdictions
other than the State of California.

Based on such examination, we are of the opinion that the 1,500,000 shares
of Common Stock which may be issued upon the exercise of options granted under
the Option Plan and the Assumed Options are duly authorized shares of the
Company's Common Stock, and, when issued against receipt of the consideration
therefor in accordance with the provisions of the Option Plan will be validly
issued, fully paid and nonassessable. We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement referred to above and the
use of our name wherever it appears in said Registration Statement.

Respectfully Submitted,

/s/ Gray Cary Ware & Freidenrich LLP

GRAY CARY WARE & FREIDENRICH LLP

<PAGE>

EXHIBIT 23.2
------------

The Board of Directors
FirstAmerica Automotive, Inc.

We consent to the use of our report incorporated herein by reference in the
Registration Statement (Form S-8) of FirstAmerica Automotive, Inc.

/s/ KPMG LLP
------------
KPMG LLP

San Francisco, California
March 15, 1999