exv10w93






Exhibit 10.93




PROMISSORY NOTE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Principal

$3,872,426.32
	 	 	Loan Date

08-15-2009
	 	 	Maturity

08-15-2014
	 	 	Loan No

XXXXXXX
	 	 	Call/Coll

500/10
	 	 	Account

XXXXXX
	 	 	Officer

RDH
	 	 	Initials	 
	 





 




References in the boxes above are for Lender’s use only and do not limit the applicability of this

document to any particular loan or item. Any item above containing “***” has been omitted due to

text length limitations.








	 	 	 	 	 	 	 
	     Borrower:

	 	VCG Holding Corp.
	 	     Lender:
	 	Citywide Banks
	 

	 	Lowrie Management, LLLP
	 	 	 	PO Box 128
	 

	 	390 Union Blvd., #540
	 	 	 	Aurora, CO. 80040-0128
	 

	 	Lakewood, CO. 80228-1557
	 	 	 	(303)-365-3600







 




Principal Amount: $3,872,426.32



PROMISE TO PAY. VCG Holding Corp.; and Lowrie Management, LLLP (“Borrower”) jointly and severally
promise to pay to Citywide Banks (“Lender”), or order, in lawful money of the United States of
America, the principal amount of Three Million Eight Hundred Seventy-two Thousand Four Hundred
Twenty-six & 32/100 Dollars ($3,872,426.32), together with interest on the unpaid principal balance
from August 15, 2009, calculated as described in the “INTEREST CALCULATION METHOD” paragraph using
an interest rate of 7.000% per annum based on a year of 360 days, until paid in full. The interest
rate may change under the terms and conditions of the “INTEREST AFTER DEFAULT” section.



PAYMENT. Borrower will pay this loan in 59 payments of $76,865.14 each payment and an irregular
last payment estimated at $76,865.77. Borrower’s first payment is due September 15, 2009, and all
subsequent payments are due on the same day of each month after that. Borrower’s final payment will
be due on August 15, 2014, and will be for all principal and all accrued interest not yet paid.
Payments include principal and interest. Unless otherwise agreed or required by applicable law,
payments will be applied first to any accrued unpaid interest; then to principal; then to any
unpaid collection costs; and then to any late charges. Borrower will pay Lender at Lender’s address
shown above or at such other place as Lender may designate in writing.



INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by
applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal balance is outstanding.
All interest payable under this Note is computed using this method.



PREPAYMENT; MINIMUM INTEREST CHARGE. Borrower agrees that all loan fees and other prepaid finance
charges are earned fully as of the date of the loan and will not be subject to refund upon early
payment (whether voluntary or as a result of default), except as otherwise required by law. In any
event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to
minimum interest charge of $25.00. Other than Borrower’s obligation to pay any minimum interest
charge, Borrower may pay without penalty all or a portion of the amount owed earlier than it is
due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower o Borrower’s
obligation to continue making fewer payments. Borrower agrees not to send Lender payments marked
“paid in full”, “without recourse”, or similar language. If Borrower sends such a payment, Lender
may accept it without losing any of Lender’s rights under this Note, and Borrower will remain
obligated to pay any further amount owed to Lender. All written communications concerning disputed
amounts, including any check or other payment instrument that indicates that the payment
constitutes “payment in full” of the amount owed or that is tendered with other conditions or
limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Citywide
Banks, PO Box 128, Aurora, CO 80040-0128.




 









 





					
	Loan No:XXXXXXXX
	 	PROMISSORY NOTE

(Continued)
	 	2





LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly
scheduled payment.



INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, at Lender’s
option, and if permitted by applicable law, Lender may add any unpaid accrued interest to principal
and such sum will bear interest therefrom until paid at the rate provided in this Note (including
any increased rate). Upon default, the interest rate on this Note shall be increased to 21.000% per
annum based on a year of 360 days. However, in no event will the interest rate exceed the maximum
interest rate limitations under applicable law.



DEFAULT. Each of the following shall constitute an even of default (“Event of Default”) under this
Note:




Payment Default. Borrower fails to make any payment when due under this Note.



Other Defaults. Borrower fails to comply with or to perform any other term, obligation,
covenant or condition contained in this Note or in any of the related documents or to comply with
or to perform ay term, obligation covenant or condition contained in any other agreement between
Lender and Borrower.



Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension
of credit, ssecurity agreement, purchase or sales agreement, or any other agreement, in favor of
any other creditor or person that may materially affect any of Borrower’s property or Borrower’s
ability to repay this Note or perform Borrower’s obligations under this Note or any of the related
documents.



False Statements. Any warranty, representation or statement made or furnished to Lender by
Borrower or n Borrower’s behalf under this Note or the related documents is false or misleading in
any material respect, either now aor at the time made or furnished or becomes false or misleading
at any time thereafter.



Insolvency. The dissolution or termination of Borrower’s existence as a going business or thee
death of any partner, the insolvency of Borrower, the appointment of a receiver for any part of
Borrower’s property, any assignment for the benefit of
creditors, any type of creditor workout, or
the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.



Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings,
whether by judicial proceeding, self-help, repossession or any other method, by any creditor of
Borrower or by any governmental agency against any collateral securing the loan. This includes a
garnishment of any Borrower’s accounts, including deposit accounts, with Lender. However, this
Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or
reasonableness of the claim which is the basis of the creditor or forfeiture proceeding an if
Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with
Lender monies or a surety bond for the creditor of forfeiture proceeding, in an amount determined
by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.



Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor
of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the
validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.



Events Affecting General Partner of Borrower. Any of the preceding events occurs with respect
to any general partner of Borrower or any general partner dies or becomes incompetent.



Change in Ownership. The resignation or expulsion of any general partner with an ownership
interest of twenty-five percent (25%) or more in Borrower. Any change in ownership of twenty-five
percent (25%) or more of the common stock of Borrower without prior consent of the Lender.



Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender
believes the prospect of payment or performance or this Note is impaired.



 









 





					
	Loan No:XXXXXXXX
	 	PROMISSORY NOTE

(Continued)
	 	3






Insecurity. Lender in good faith believes itself insecure.


LENDER’S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this
Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.



ATTORNEYS’ FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if
Borrower does not pay. Borrower will pay Lender the reasonable costs of such collection. This
includes, subject to any limits under applicable law, Lender’s attorneys’ fees and Lender’s legal
expenses, whether or not there is a lawsuit, including without limitation attorneys’ fees and legal
expenses for bankruptcy proceedings (include efforts to modify or vacate any automatic stay or
injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court
costs, in addition to all other sums provided by law.



JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,
proceeding, or counterclaim brought by either Lender or Borrower against the other.



GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent
not preempted by federal law, the laws of the Sate of Colorado without regard to its conflicts of
law provisions. This Note has been accepted by Lender in the State of Colorado.



RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in
all Borrower’s accounts with Lender (whether in checking, savings, or some other account). This
includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open
in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for
which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on the indebtedness against any and all such
accounts.



SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower’s
heirs, personal representatives, successors and assigns, and shall to the benefit of Lender and its
successors and assigns.



NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if
we report any inaccurate information about your account(s) to a consumer reporting agency. Your
written notice describing the specific inaccuracy(ies) should be sent to us at the following
address: Citywide Banks Operations Center PO Box 128 Aurora, CO 80040-0128.



GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest
of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note
without losing them. Each Borrower understands and agrees that, with or without notice to Borrower,
Lender may with respect to any other Borrower (a) make one or more additional secured or unsecured
loans or otherwise extend additional credit; (b) alter, compromise, renew, extend accelerate, or
otherwise change one or more times the time for payment or other terms of any indebtedness,
including increases and decreases of the rate of interest on the indebtedness; (c) exchange,
enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or
without the substitution of new collateral; (d) apply such security and direct the order or manner
of sale thereof, including without limitation, any non-judicial sale permitted by the terms of the
controlling security agreements, as Lender in its discretion may determine; (e) release,
substitute, agree not to sue, or deal with any one r more of Borrower’s sureties, endorsers, or
other guarantors on any terms or in any other indebtedness owing by such other Borrower. Borrower
and any other person who signs, guarantees or endorses this Note, to the extent allowed by law,
waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this
Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as
maker, guarantor,
accommodation maker or endorser, shall be released from liability. All such parties agree that
Lender may renew or extend (repeatedly and for interest in the collateral; and take any other
action deemed necessary by Lender without the consent of or notice to anyone. All such parties also
agree that Lender may modify




 









 





					
	Loan No:XXXXXXXX
	 	PROMISSORY NOTE

(Continued)
	 	4





this loan without the consent of or notice to anyone other than the
party with whom the modification is made. The obligations under this Note are joint and several.



PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. EACH
BORROWER AGREES TO THE TERMS OF THIS NOTE.



BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.




BORROWER:




VCG HOLDING CORP.




	 	 	 	 	 	 	 	 	 	 	 
	By: 

	/S/ Troy H. Lowrie
	 	 
	 	By: 
	/S/ Courtney Cowgill
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Troy H. Lowrie,
	 	 	 	Courtney Cowgill,	 
	Chairman & CEO of VCG Holding Corp.
	 	 	 	CFO, Secretary-Treasurer of VCG
	 

	 	 	 	 	 	Holding Corp.	 






LOWRIE MANAGEMENT, LLLP




LOWRIE INVESTMENT MANAGEMENT, INC., General Partner of Lowrie Management, LLLP




	 	 	 	 	 
	By: 	/S/ Troy H. Lowrie
 	 	 
	Troy H. Lowrie, President of Lowrie Investment Management, Inc