<PAGE>   1
                                                                   EXHIBIT 10.2


                                    FIRST AMENDMENT                         
MAY 19, 1998                              TO                            PAGE 1
LOAN NO. 7373872;0001     AMENDED AND RESTATED LOAN AGREEMENT
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This First Amendment to Amended and Restated Loan Agreement is dated the 19th
day of May, 1998, but effective October 7, 1997, is made between Rankin
Automotive Group, Inc. ("Borrower") and Hibernia National Bank ("Lender:).

WHEREAS, Borrower has executed a Amended and Restated Loan Agreement, dated
October 7, 1997; and

WHEREAS, Borrower and Lender desire to Amend said Amended and Restated Loan
Agreement as follows:

Borrower and Lender desire to amend in part the Financial Covenants as contained
on page 15 and 16 of the Amended and Restated Loan Agreement in the following
respects:

         MINIMUM INTEREST COVERAGE. Borrower shall maintain at all times
         subsequent to May 25, 1998 an interest coverage of at least 1.40 to
         1.00, where interest coverage is the result of the following formula:

                                      EBIT
                                ----------------
                                Interest Expense

         On the 25th day of February, 1999, and thereafter Borrower shall
         maintain an interest coverage of at least 1.60 to 1.00 where interest
         coverage is the result of the following formula:

                                      EBIT
                                ----------------
                                Interest Expense

         On the 25th day of February, 2000, and thereafter Borrower shall
         maintain an interest coverage of at least 1.70 to 1.00 where interest
         coverage is the result of the following formula:

                                      EBIT
                                ----------------
                                Interest Expense

         On the 25th day of February, 2001, and thereafter Borrower shall
         maintain an interest coverage of at least 1.80 to 1.00 where interest
         coverage is the result of the following formula:

                                      EBIT
                                ----------------
                                Interest Expense

         On the 25th day of February, 2002, and thereafter Borrower shall
         maintain an interest coverage of at least 1.90 to 1.00 where interest
         coverage is the result of the following formula:

                                      EBIT
                                ----------------
                                Interest Expense

Except as expressly modified in this agreement, all terms and provisions of the
Amended and Restated Loan Agreement are hereby ratified and confirmed, and shall
remain in full force and effect, and forcible in accordance with their terms.

BORROWER:                              LENDER:

RANKIN AUTOMOTIVE GROUP, INC.          HIBERNIA NATIONAL BANK
F/K/A RANKIN AUTOMOTIVE 
WAREHOUSE, INC.



BY: /s/ RANDALL B. RANKIN             BY: /s/ KERMIT W. PHARRIS, JR.
   ------------------------------        -------------------------------------
   RANDALL B. RANKIN, PRESIDENT          KERMIT W. PHARRIS, JR., VICE PRESIDENT