Exhibit 10.34
PROMISSORY NOTE AND SECURITY
AGREEMENT
|
$ 4,000,000.00
|
Lakewood, Colorado
|
June 1, 2006
FOR VALUE RECEIVED, the undersigned,
VCG HOLDING CORP. , a Colorado corporation
(“VCG”) a Colorado corporation, hereby promises to pay
to the order of LOWRIE MANAGEMENT LLLP , a Colorado Limited
Liability Limited Partnership (“Lowrie”), at 390 Union
Blvd, Suite 540, Lakewood, Colorado 80228, or at such other place
as Lowrie or any subsequent holder hereof (the
“Holder”) may, from time to time, designate in writing,
the principal sum of FOUR MILLION AND 00/100 DOLLARS
($4,000,000.00)
1. Principal and Interest.
Interest shall accrue on the unpaid principal from the date hereof
at a simple annual rate of eight and one half percent (8.5%)
(the “Interest Rate”). Principal and interest
payments of $49,594.28 will be made monthly starting on
July 1, 2006, or 30 days from the issuance of the liquor
license transfer to VCG Holding Corp., and continue for 119 monthly
payments.
All payments under this Note shall
be made only in lawful money of the United States of America, at
the address above or such place as the Holder hereof may designate
in writing from time to time.
3. Collateral. In
consideration of the Loan, upon execution of this Agreement,
Borrower will grant to Holder, (a) a security interest in the
general assets of VCG Holding Corp, (b) a security interest in
the General and limited partnership holdings of Glendale Restaurant
Concepts LP, (c) Consent to the transfer of the adult permit
and liquor license to Holder and/or its assigns upon
default.
4. Enforcement of Collateral.
In remedies which Holder has hereunder or by law, upon Default,
Holder shall have the right to enforce its rights in the Collateral
by giving notice of the Default to Borrower and foreclosing on the
Collateral.
5. Prepayment . This Note may
be prepaid in part (or in full) at any time prior to the Maturity
Date (except as expressly provided herein), and from time to time,
without premium or penalty, and without the prior consent of the
Holder hereof, on the conditions that Borrower shall concurrently
pay all accrued but unpaid interest on the amount of principal
outstanding due at the time of each prepayment.
6. Default and Acceleration .
Upon the occurrence of a default by the Borrower in any payment of
interest or principal due hereunder, at the option of the Holder
hereof, (i) the entire outstanding principal balance and all
accrued but unpaid interest shall become immediately due and
payable upon written notice to Borrower and (ii) the Holder
may pursue all other r
