PROMISSORY NOTE AND SECURITY AGREEMENT
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 MILLION SEVEN HUNDRED THIRTY FOUR THOUSAND TWO HUNDRED AND FIFTY FOUR AND 87/100 DOLLARS ($5,734,254.87).
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 $112,840.92 will be made monthly starting on December 1, 2007 and continue for approximately 63 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 Illinois Restaurant Concepts LP, and 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 Hol