<PAGE>
                                                                    Exhibit 10.2

                                                                         4/09/01

                               FIRST AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT

         THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT ("First Amendment")
is made as of the 9 day of April, 2001 by and among Holley Performance Products,
Inc. ("Holley"), a Delaware corporation with its chief executive office and
principal place of business at 1801 Russellville Road, P.O. Box 10360, Bowling
Green, Kentucky 42101; Holley Performance Systems, Inc. ("Holley Systems"), a
Delaware corporation with its chief executive office and principal place of
business at 1801 Russellville Road, Bowling Green, Kentucky 42101; Weiand
Automotive Industries, Inc. ("Weiand"), a California corporation with its chief
executive office and principal places of business at 2316 San Fernando Road, Los
Angeles, California 90065; Lunati Cams, Inc. ("Lunati"), a Tennessee corporation
with its chief executive office and principal place of business at 4770 Lamar
Avenue, Memphis, Tennessee 38118; Lunati & Taylor Pistons, Incorporated ("Lunati
& Taylor"), a Mississippi corporation with its chief executive office and
principal place of business at 8785 Old Craft Road, Olive Branch, Mississippi
38654; LMT Motor Sports Corporation ("LMT"), a Mississippi corporation with its
chief executive office and principal place of business at 104 Ripley Street,
Ashland, Mississippi 38603; Nitrous Oxide Systems, Inc. ("NOS"), a California
corporation with its chief executive office and principal place of business at
2970 Airway Avenue, Costa Mesa, California 92626; Earl's Supply, Inc.
("Earl's"), a California corporation with its chief executive office and
principal place of business at 189 West Victoria Street, Long Beach, California
90801; Biggs Manufacturing, Inc. ("Biggs"), an Arizona corporation with its
chief executive office and principal place of business at 2605 West First
Street, Tempe, Arizona 85281 and Hooker Industries, Inc. ("Hooker"), a
California corporation with its chief executive office and principal place of
business at 1024 West Brooks Street, Ontario, California 91761; the lenders who
are signatories hereto ("Lenders"); and FLEET CAPITAL CORPORATION ("FCC"), a
Rhode Island corporation with an office at One South Wacker Drive, Suite 1400,
Chicago, Illinois 60606, as agent for Lenders hereunder (FCC, in such capacity,
being "Agent"). Holley, Holley Systems, Weiand, Lunati, Lunati & Taylor, LMT,
NOS, Earl's, Biggs and Hooker are hereinafter sometimes referred to individually
as a "Borrower" and collectively as "Borrowers."

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, Borrowers, Agent and Lenders entered into a certain Loan and
Security Agreement dated as of December 29, 2000 (said Loan and Security
Agreement is hereinafter referred to as the "Loan and Security Agreement"); and

         WHEREAS, Borrowers desire to amend and modify certain provisions of the
Loan and Security Agreement and, subject to the terms hereof, Agent and Lenders
are willing to agree to such amendments and modifications;

         NOW THEREFORE, in consideration of the premises, the mutual covenants
and agreements herein contained, and any extension of credit heretofore, now or
hereafter made by Agent and Lenders to Borrowers, the parties hereto hereby
agree as follows:

<PAGE>

1.       Definitions. All capitalized terms used herein without definition shall
         have the meanings given to them in the Loan and Security Agreement.

2.       Amended Definition. The definition of "Obligations" contained in the
         Loan and Security Agreement is hereby deleted and the following is
         inserted in its stead.

                  "Obligations - all Loans and all other advances, debts,
         liabilities, obligations, covenants and duties, together with all
         interest, fees and other charges thereon, owing, arising, due or
         payable from Borrowers or any one of them to Bank, Agent or any Lender
         of any kind or nature, present or future, whether or not evidenced by
         any note, guaranty or other instrument, arising under the Agreement, or
         any of the other Loan Documents, or under any interest rate protection
         agreement, swaps or caps, foreign exchange or currency hedge or similar
         agreement or any cash management agreement (including, without
         limitation, any automated clearing house, other overdraft liability and
         liabilities relating from credit card obligations or guarantees of
         credit obligations) whether direct or indirect (including those
         acquired by assignment), absolute or contingent, primary or secondary,
         due or to become due, now existing or hereafter arising and however
         acquired."

3.       Execution in Counterparts. This First Amendment may be executed in any
         number of counterparts and by different parties hereto in separate
         counterparts, each of which shall be deemed an original but all of
         which together shall constitute one and the same instrument.

4.       Continuing Effect. Except as otherwise specifically set out herein, the
         provisions of the Loan and Security Agreement shall remain in full
         force and effect.

                            (SIGNATURE PAGE FOLLOWS)


                                      -2-
<PAGE>


       (SIGNATURE PAGE TO FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT)


         IN WITNESS WHEREOF, this First Amendment has been duly executed as of
the day and year specified at the beginning hereof.

                            FLEET CAPITAL CORPORATION,
                            ("Agent" and a "Lender")


                            By: /s/  Edward M. Bartkowsky
                               -----------------------------------------
                            Name:  Edward M. Bartkowsky
                                 ---------------------------------------
                            Title:  SVP
                                  --------------------------------------


                            HOLLEY PERFORMANCE PRODUCTS, INC. (a "Borrower")


                            By: /s/  A.B. Reynolds
                               -----------------------------------------
                            Name:   A.B. Reynolds
                                 ---------------------------------------
                            Title:  VP - CFO & Sec
                                  --------------------------------------

                            HOLLEY PERFORMANCE SYSTEMS, INC. (a "Borrower")


                              By: /s/ A.B. Reynolds
                                 ---------------------------------------
                              Name:   A.B. Reynolds
                                   -------------------------------------
                              Title:  VP - CFO & Sec
                                    ------------------------------------

                            WEIAND AUTOMOTIVE INDUSTRIES, INC. (a "Borrower")


                              By: /s/ A.B. Reynolds
                                 ---------------------------------------
                              Name:   A.B. Reynolds
                                   -------------------------------------
                              Title:  VP - CFO & Sec
                                    ------------------------------------

                            LUNATI CAMS, INC., (a "Borrower")


                              By: /s/ A.B. Reynolds
                                 ---------------------------------------
                              Name:   A.B. Reynolds
                                   -------------------------------------
                              Title:  VP - CFO & Sec
                                    ------------------------------------



                                      -3-
<PAGE>
                            LUNATI & TAYLOR PISTONS, INCORPORATED (a "Borrower")


                              By: /s/  A.B. Reynolds
                                 ---------------------------------------
                              Name:    A.B. Reynolds
                                   -------------------------------------
                              Title:   VP - CFO & SFC
                                    ------------------------------------

                            LMT MOTOR SPORTS CORPORATION (a "Borrower")


                              By: /s/  A.B. Reynolds
                                 ---------------------------------------
                              Name:    A.B. Reynolds
                                   -------------------------------------
                              Title:   VP - CFO & SFC
                                    ------------------------------------

                            NITROUS OXIDE SYSTEMS, INC. (a Borrower")


                              By: /s/  A.B. Reynolds
                                 ---------------------------------------
                              Name:    A.B. Reynolds
                                   -------------------------------------
                              Title:   VP - CFO & SFC
                                    ------------------------------------

                            EARL'S SUPPLY COMPANY (a "Borrower")


                              By: /s/  A.B. Reynolds
                                 ---------------------------------------
                              Name:    A.B. Reynolds
                                   -------------------------------------
                              Title:   VP - CFO & SFC
                                    ------------------------------------

                            BIGGS MANUFACTURING, INC. (a "Borrower")


                              By: /s/  A.B. Reynolds
                                 ---------------------------------------
                              Name:    A.B. Reynolds
                                   -------------------------------------
                              Title:   VP - CFO & SFC
                                    ------------------------------------

                            HOOKER INDUSTRIES, INC. (a "Borrower")


                              By: /s/  A.B. Reynolds
                                 ---------------------------------------
                              Name:    A.B. Reynolds
                                   -------------------------------------
                              Title:   VP - CFO & SFC
                                    ------------------------------------


                                      -4-