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AMENDED AND RESTATED
PROMISSORY NOTE
$4,000,000.00
March 31, 2005
FOR VALUE RECEIVED , on or before March 31, 2010 (the "
Maturity Date "), the undersigned, HOME SOLUTIONS OF
AMERICA, INC., a Delaware corporation (" Maker "), promises
to pay to the order of PETRA MEZZANINE FUND, L.P., a Delaware
limited partnership (" Payee "; Payee and any subsequent
holder[s] hereof are hereinafter referred to individually and
collectively as " Holder "), to Payee's account number
1011832 at Pinnacle National Bank, Nashville, Tennessee, ABA
Routing Number 064008637, or at such other place as Holder may
designate to Maker in writing from time to time, the principal sum
of FOUR MILLION AND NO/100THS DOLLARS ($4,000,000.00), together
with interest on the outstanding principal balance hereof from the
date hereof at the rate of twelve percent (12%) per annum (computed
on the basis of a 360-day year and the actual number of days
elapsed, to the extent permitted by applicable law).
Interest on the outstanding principal balance hereof shall be due
and payable quarterly, in arrears, with the first installment being
payable on the last business day of June, 2005, and subsequent
installments being payable on the last business day of each
succeeding Fiscal Quarter thereafter. On the Maturity Date,
the entire outstanding principal balance, together with all accrued
and unpaid interest, shall be immediately due and payable in
full.
The indebtedness evidenced hereby may be prepaid in whole or in
part, at any time and from time to time, without premium or
penalty. Any such prepayments shall be credited first to any
accrued and unpaid interest and then to the outstanding principal
balance hereof, in inverse order of maturity.
Reference is here made to that certain Loan Agreement of even date
herewith, by and between Maker, Payee, certain Lenders and Petra
Mezzanine Fund, L.P., as Administrative Agent (together with any
and all amendments, modifications, supplements, extensions,
renewals, substitutions and/or replacements thereof, herein
referred to as the " Loan Agreement "; capitalized terms
used but not otherwise defined herein shall have the same meanings
as in the Loan Agreement). This Note is a "Note" as defined
and referred to in the Loan Agreement, and this Note is entitled to
the benefits and security of, and is secured by, the Loan
Agreement, the other Security Documents and the other Loan
Documents.
Upon the occurrence
of an Event of Default, the entire outstanding principal balance of
the indebtedness evidenced hereby, together with all accrued and
unpaid interest thereon, may be declared, and immediately shall
become, due and payable in full, as provided in the Loan
Agreement.
Upon the occurrence
of any Event of Default, at the option of Holder and without notice
to Maker, all accrued and unpaid interest, if any, shall be added
to the outstanding principal balance hereof, and the entire
outstanding principal balance, as so adjusted, shall bear interest
thereafter until paid at an annual rate (the " Default Rate
") equal to the lesser of (1) the rate that is two percentage
points (2.0%) in excess
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