<PAGE>
 
                                                                 EXHIBIT 4.1.2

                                AMENDMENT NO. 1
                                      TO
                         SECURITIES PURCHASE AGREEMENT

          This Amendment No. 1 to Securities Purchase Agreement (this
"Amendment") dated as of January 9, 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.

          WHEREAS, the parties hereto desire to amend certain provisions of the
Securities Purchase Agreement and to add each of the New Subsidiaries (as
defined below) as a party thereto, 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 Capitol N, Inc., a California
     corporation, and FAA Auto Factory, 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.

          (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 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).
<PAGE>
 
          (d)  Each of the Company and each of its Subsidiaries (including
     without limitation each of the New Subsidiaries) 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. Used Vehicle Financing. In order to allow the Company and its
                ----------------------                                       
Subsidiaries to incur a limited amount of Indebtedness in connection with the
financing of the purchase of Used Vehicles (as defined in the Loan Agreement as
in effect on the Closing Date), the parties hereto agree to the following
amendments to the Securities Purchase Agreement:

          (a)  Section 5.5 of the Securities Purchase Agreement is hereby
     amended and restated in its entirety to read as follows:

5.5  Limitation on Additional Indebtedness and Issuance of Disqualified Stock.
     ------------------------------------------------------------------------ 

          (a)  The Company will not, and will not permit any of its
     Subsidiaries (including without limitation, upon the creation or
     acquisition of such Subsidiary) to, directly or indirectly,
     create, incur, issue, assume, guarantee or otherwise become
     directly or indirectly liable with respect to (collectively,
     "incur") any Indebtedness or issue any Disqualified Stock,
     provided that the Company may incur Indebtedness and may issue
     Disqualified Stock if:

               (i)   no Default or Event of Default shall have
          occurred and be continuing at the time or would occur as a
          consequence of the incurrence of such Indebtedness or the
          issuance of such Disqualified Stock;

               (ii)  the Consolidated Interest Expense Coverage Ratio
          of the Company for the four fiscal quarters immediately
          preceding the date on which such Indebtedness is incurred or
          Disqualified Stock is issued would have been at least 2.5 to
          1 (determined on a pro forma basis as if such additional
          Indebtedness had been incurred (or Disqualified Stock had
          been issued) at the beginning of such four-fiscal quarter
          period);

               (iii) such Indebtedness shall be Subordinated
          Indebtedness and the maturity and the Weighted Average Life
          to Maturity of such Subordinated Indebtedness are both
          greater than the maturity and the Weighted Average Life to
          Maturity of the Notes; and

               (iv)  the Company shall have successfully completed a
          Company IPO.

          (b)  The foregoing limitations will not apply to:

               (i)  the incurrence by the Company or any of its
          Subsidiaries of Indebtedness under the Loan Agreement;
          provided that such Indebtedness is incurred for the purpose
          of acquiring new car inventory in the ordinary course of
          business and is secured by a purchase money security
          interest in such inventory; provided, further that the
          aggregate principal amount of such Indebtedness at any one
          time outstanding (including loans, the nominal amount of
          outstanding letters of credit and all unused commitments)
          shall not exceed the difference between (1) the lesser

                                       2
<PAGE>
 
          of the New Vehicle Advance Rate and $130,000,000 and (2) any
          permanent reductions in the credit available to the Company
          and its Subsidiaries under the Loan Agreement in accordance
          with the provisions of Section 5.8 hereof;

               (ii)   the incurrence by the Company or any of its
          Subsidiaries of Acquisition Indebtedness under the Loan
          Agreement; provided, that the aggregate principal amount at
          any one time outstanding (including loans, the nominal
          amount of outstanding letters of credit and all unused
          commitments) of such Indebtedness shall not exceed the
          difference between (1) the lesser of the Revolver Advance
          Rate and $35,000,000 and (2) any permanent reductions in the
          credit available to the Company and its Subsidiaries under
          the Loan Agreement in accordance with the provisions of
          Section 5.8 hereof;

               (iii)  the incurrence by the Company or any of its
          Subsidiaries of Indebtedness under the Loan Agreement;
          provided, that such Indebtedness is incurred for the purpose
          of acquiring Program Vehicles (as defined in the Loan
          Agreement as in effect on the Closing Date) inventory in the
          ordinary course of business and is secured by a purchase
          money security interest in such inventory; provided,
          further, that the aggregate principal amount of such
          Indebtedness at any one time outstanding (including loans,
          the nominal amount of outstanding letters of credit and all
          unused commitments) shall not exceed the difference between
          (1) the lesser of the Program Vehicle Advance Rate and
          $15,000,000 and (2) any permanent reductions in the credit
          available to the Company and its Subsidiaries under the Loan
          Agreement in accordance with the provisions of Section 5.8
          hereof;

               (iv)   the incurrence by the Company of the Indebtedness
          represented by the Notes;

               (v)    the incurrence by the Company of Permitted
          Refinancing Indebtedness in exchange for, or the net
          proceeds of which are used to extend, refinance, renew,
          replace, defease or refund other Indebtedness of the Company
          incurred pursuant to clause (a) above;

               (vi)   Indebtedness of the Company or its Subsidiaries
          in an amount not to exceed $2,000,000 at any time
          outstanding representing a Capitalized Lease Obligation or
          Purchase Money Indebtedness;     

               (vii)  Subordinated Indebtedness of the Company to any
          Wholly Owned Subsidiary of the Company or Indebtedness of
          any Wholly Owned Subsidiary of the Company solely to the
          Company or to any Wholly Owned Subsidiary of the Company
          provided that neither the Company nor any Subsidiary of the
          Company shall become liable pursuant to such Indebtedness,
          to any Person other than the Company or another Wholly Owned
          Subsidiary of the Company;

               (viii) Seller Indebtedness in an aggregate amount not to
          exceed $3,000,000 at any time outstanding; and

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<PAGE>
 
               (ix)  the incurrence by the Company or any of its
          Subsidiaries of Indebtedness under the Loan Agreement;
          provided that such Indebtedness is incurred for the purpose
          of acquiring Used Vehicles (as defined in the Loan Agreement
          as in effect on the Closing Date) inventory in the ordinary
          course of business and is secured by a purchase money
          security interest in such inventory; provided, further that
          the aggregate principal amount of such Indebtedness at any
          one time outstanding (including loans, the nominal amount of
          outstanding letters of credit and all unused commitments)
          shall not exceed the difference between (1) the lesser of
          the Used Vehicle Advance Rate and $5,000,000 and (2) any
          permanent reductions in the credit available to the Company
          and its Subsidiaries under the Loan Agreement in accordance
          with the provisions of Section 5.8 hereof.

     (b)  Section 9.1 of the Securities Purchase Agreement is hereby amended
     by inserting the following definition immediately after the definition of
     the term "U.S. Government Obligations" and immediately before the
     definition of the term "U.S. Legal Tender":

     "Used Vehicle Advance Rate" means the amount permitted to be
     --------------------------    
advanced to the Subsidiaries of the Company pursuant to Section II.G of the Loan
Agreement (as in effect on the date of, and after giving effect to the
provisions of, the Second Amendment to the Loan Agreement dated as of January 9,
1998).

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.

     (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.

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<PAGE>
 
          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: _____________________________
                                        Name:____________________________
                                        Title:___________________________
 
Guarantors:
----------
 
FAA SAN BRUNO, INC.                     FAA STEVENS CREEK, INC.
 
 
 
By:____________________________        By:_______________________________
Name:__________________________         Name:____________________________
Title:_________________________         Title:___________________________

SMART NISSAN, INC.                      FAA DEALER SERVICES, INC.
 
 
 
By:____________________________         By:_____________________________
Name:__________________________         Name:___________________________
Title:_________________________         Title:__________________________   

TRANSCAR LEASING, INC.                  FAA CONCORD H, INC.
 
 
By:____________________________         By:_____________________________
Name:__________________________         Name:___________________________  
Title:_________________________         Title:__________________________

FAA CONCORD N, INC.                     FAA POWAY D, INC.
 
 
By:____________________________         By:_____________________________
Name:__________________________         Name:___________________________
Title:_________________________         Title:__________________________   

                                       5
<PAGE>
 
FAA POWAY T, INC.                       FAA POWAY H, INC.


By:_____________________________        By:_____________________________
Name:___________________________        Name:___________________________    
Title:__________________________        Title:__________________________   
 
  
FAA DUBLIN VWD, INC.                    FAA DUBLIN N, INC.
 
 
 
By:_____________________________        By:_____________________________
Name:___________________________        Name:___________________________ 
Title:__________________________        Title:__________________________

FAA SERRAMONTE L, INC.                  FAA SERRAMONTE, INC.
 
 
 
By:_____________________________        By:_____________________________
Name:___________________________        Name:___________________________ 
Title:__________________________        Title:__________________________

FAA CAPITOL N, INC.                     FAA AUTO FACTORY, INC.
 
 
By:_____________________________        By:_____________________________
Name:___________________________        Name:___________________________ 
Title:__________________________        Title:__________________________

                                       6
<PAGE>
 
                                   Holders:                                  
                                   -------                                   
                                                                             
                                   TCW/CRESCENT MEZZANINE PARTNERS, L.P.     
                                   TCW/CRESCENT MEZZANINE TRUST              
                                   TCW/CRESCENT MEZZANINE INVESTMENT PARTNERS
                                                                             
                                   By:  TCW/CRESCENT MEZZANINE, L.L.C.,      
                                         its general partner or managing owner
                                                                             
                                                                              
                                   By:  /s/ Jean-Marc Chapus        
                                        ________________________________     
                                        Jean-Marc Chapus                      
                                        Managing Director                     
                                                                              
                                                                              
                                   By:  /s/ John C. Rocchio
                                        ________________________________      
                                        John C. Rocchio                       
                                        Senior Vice President                 
                                                                              
                                                                              
                                   TCW LEVERAGED INCOME TRUST, L.P.           
                                                                              
                                   By:  TCW ADVISORS (BERMUDA), LIMITED,      
                                        as General Partner                    
                                                                              
                                   By:__________________________________      
                                   Name:________________________________      
                                   Title:_______________________________      
                                                                              
                                   By: TCW INVESTMENT MANAGEMENT 
                                   COMPANY, as Investment Advisor      
                                                                              
                                   By:__________________________________      
                                   Name:________________________________      
                                   Title:_______________________________      
                                                                              
<PAGE>
 
                              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                            
                                   Senior Vice President                      
                                                                              
                                                                              
                              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                            
                                   Senior Vice President