EXHIBIT
10.2


 


FIRST AMENDMENT


 


TO


 


AMENDED AND RESTATED WHOLESALE SECURITY AGREEMENT


 


This Amendment to Amended
and Restated Wholesale Security Agreement dated August 15, 2007 (the “Security
Agreement”) by and between General Electric Capital Corporation (“Secured Party”)
and each of the below signed debtors (collectively the “Debtors”) shall modify,
be attached to and specifically incorporated into the Security Agreement.


 


1.               Prepayments Exceeding Maximum Allowed. Effective upon the
date hereof, Secured Party and Debtors agree that notwithstanding anything to
the contrary in Section S of the Security Agreement, if on the 8th
and 20th day of each month, or the next Business Day thereafter,
Debtor’s prepayments made pursuant to Paragraph S.1 (the “Debtor’s Current
Prepayments”) exceed the maximum amount allowed pursuant to Paragraph S.8 (the “Prepayment
Cap”) and the Debtors are otherwise eligible for a Working Capital Advance,
Secured Party shall automatically make a Working Capital Advance to the Debtors
equal to the difference between the amount of the Debtor’s Current Prepayments
and the Prepayment Cap (such working Capital Advance shall be rounded up to the
next million dollar increment).


 


2.               Modification of Paragraph S.4. The penultimate sentence of
Paragraph S.4 of the Security Agreement shall be replaced in its entirety with
the following sentence:


 


“Accordingly, for
purposes hereof, for each monthly billing period for which interest payments
are due under this Agreement, Secured Party will credit the Debtors’ monthly
interest charges with an amount determined on a daily basis by multiplying the
average daily prepayments less Working Capital Advances by the sum of the
Applicable Wholesale Rate, as defined in Rider A, minus 35 basis points.”


 


Except as expressly
modified herein, all the terms and conditions in the Security Agreement shall
remain in full force and effect.


 


DEBTORS:


 


Rush Medium Duty Truck Centers of
Colorado, Inc.


Rush Truck Centers of Alabama, Inc.


Rush Truck Centers of Arizona, Inc.


Rush Truck Centers of California, Inc.


Rush Truck Centers of Colorado, Inc.


Rush Truck Centers of Florida, Inc.


Rush Truck Centers of Georgia, Inc.


Rush Truck Centers of New Mexico, Inc.


Rush Truck Centers of Oklahoma, Inc.


Rush
Truck Centers of Tennessee, Inc.


Rush GMC Truck Center of El Paso, Inc.


Rush GMC Truck Center of Phoenix, Inc.


Rush GMC Truck Center of San Diego, Inc.


Rush GMC Truck Center of Tucson, Inc.


 


 


	
  By:

  	
  /s/
  W.M. “Rusty” Rush

  	
   

  
	
  Name: W. M. “Rusty” Rush

  
	
  Title: President

  
	
  Date: October 3, 2007

  



 


[signatures
continued on following page]


 

















 


Rush Truck
Centers of Texas, L.P., a


Texas limited partnership


 


	
  By:

  	
  RUSHTEX, INC., a Delaware corporation

  
	
   

  	
  General Partner

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ W.M. “Rusty” Rush

  	
   

  
	
   

  	
  Name:

  	
  W. M. “Rusty” Rush

  
	
   

  	
  Title: President

  
	
   

  	
  Date: October 3, 2007

  
					



 


 


Agreed and Accepted at Irving, Texas


 


SECURED PARTY:


 


General Electric Capital Corporation


 


 


	
  By:

  	
  /s/ C. Daniel Clark

  	
   

  
	
  Name: C. Daniel
  Clark

  
	
  Title: President
  and General Manager

  
	
  Date: October 3,
  2007

  



 


 


GUARANTOR
CONSENT


 


The undersigned Guarantor
consents to the within Amendment to Amended and Restated Wholesale Security
Agreement and agrees that it will not impair Guarantor’s obligations to General
Electric Capital Corporation.


 


GUARANTOR:


 


Rush Enterprises, Inc.


 


 


	
  By:

  	
  /s/
  W.M. “Rusty” Rush

  	
   

  
	
  Name: W. M. “Rusty” Rush

  
	
  Title: President

  
	
  Date: October 3, 2007