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Exhibit 10.27
PROMISSORY NOTE AND SECURITY AGREEMENT
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$ 5,500,000.00
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Lakewood, Colorado
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December 31, 2006
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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 FIVE AND A HALF MILLION AND 00/100
DOLLARS ($5,500,000.00).
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 $68,192.13 will
be made monthly starting on January 31, 2007, 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 Denver 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 rights and
remedies available under this Note, any instrument sec
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