1 Exhibit 10.2 [UGLY DUCKLING LETTERHEAD] UGLY DUCKLING CORPORATION October 20, 1997 VIA FACSIMILE (847-304-3338) & REGULAR MAIL Mr. Farhaan Hassan GE Capital Asset Based Financing 800 Hart Road, Suite 200 Barrington, Illinois 60010 Re: $100 million line of credit Dear Farhaan: As you know, Section 13.15 of the Amended and Restated Loan and Security Agreement provides that Ugly Duckling Corporation shall not invest more than $20 million into Cygnet Finance, Inc. On behalf of Ugly Duckling Corporation, Eric Splaver has requested an increase in the investment limitation to $30 million. I understand that you have agreed to this increase. The purpose of this letter is to confirm the agreement between General Electric Capital Corporation and Ugly Duckling Corporation to amend Section 13.15 of the Amended and Restated Loan and Security Agreement to increase the investment limitation in Cygnet Finance, Inc. from $20 million to $30 million. Please acknowledge your agreement to this amendment by signing this letter and returning it to me at your convenience. If you have any questions or instructions regarding this matter please contact me at any time. Your cooperation is appreciated. Cordially, /s/ Steven P. Johnson Steven P. Johnson General Counsel SPJ:ag Cc: Eric J. Splaver UDH.GE:CFH20.DOC 2 Acknowledged and accepted this 23 day of October, 1997. General Electric Capital Corporation By: /s/ Farhaan Hassan --------------------------------- Name: Farhaan Hassan --------------------------------- Its: Account Executive --------------------------------- 2 UDH.GE:CFH20.DOC