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EXHIBIT 4.8
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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
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New Subsidiaries (as defined below) and each of the parties to the Securities
Purchase Agreement dated as of July 11, 1997 (the "Securities Purchase
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Agreement" by and among FirstAmerica Automotive, Inc., a Delaware Corporation
(the "Company"), the Guarantors (as defined therein) and the purchasers listed
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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:
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(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.
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(a) In accordance with the provisions of Section 10.3 of the
Securities Purchase Agreement, each of FAA Xxxxxxx 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,
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the "New Subsidiaries"), is hereby joined as a party to the Securities Purchase
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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.

(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.
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(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]

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

Company:

FIRSTAMERICA AUTOMOTIVE, INC.

By: /s/ Xxxxxx X. Price
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Name: Xxxxxx X. Price
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Title: President
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Guarantors:
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FAA SAN BRUNO, INC. FAA STEVENS CREEK, INC.

By: /s/ Xxxxxx X. Price By: /s/ Xxxxxx X. Price
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Name: Xxxxxx X. Price Name: Xxxxxx X. Price
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Title: President Title: President
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SMART NISSAN, INC. FAA DEALER SERVICES, INC.

TRANSCAR LEASING, INC. FAA CONCORD H, INC.

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.

FAA XXXXXXX HILLS, INC. FAA POWAY G, INC.

FAA SERRAMONTE H, INC.

By: /s/ Xxxxxx X. Price
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Name: Xxxxxx X. Price
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Title: President
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Holders:
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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/ Xxxx-Xxxx Xxxxxx
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Name: Xxxx-Xxxx Xxxxxx
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Title: President
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By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Managing Director
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TCW LEVERAGED INCOME TRUST II, L.P.

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

By: /s/ Xxxx-Xxxx Xxxxxx
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Name: Xxxx-Xxxx Xxxxxx
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Title: President
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By: TCW INVESTMENT MANAGEMENT COMPANY,
as Investment Advisor

By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Managing Director
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CRESCENT/MACH I PARTNERS, L.P.

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

By: /s/ Xxxx-Xxxx Xxxxxx
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Xxxx-Xxxx Xxxxxx
Managing Director

By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Managing Director

TCW SHARED OPPORTUNITY FUND II, L.P.

By: TCW INVESTMENT MANAGEMENT COMPANY,
its Investment Advisor

By: /s/ Xxxx-Xxxx Xxxxxx
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Xxxx-Xxxx Xxxxxx
Managing Director

By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Managing Director

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