ex10w27.htm


    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        Exhibit
10.27

         

        PROMISSORY
NOTE

      

      
        


      

      
        	
                Principal

              	
                Loan
      Date

              	
                Maturity

              	
                Loan
      No

              	
                Call
      / Coll

              	
                Account

              	
                Officer

              	
                Initials

              
	
                $2,000,000.00

              	
                10-24-2008

              	
                10-23-2009

              	
                418887

              	
                11
      / 3190

              	
                12003591

              	
                081

              	 
      
	
                
                  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:

              	
                Aetrium
      Incorporated

              	 
      	
                Lender:

              	
                Bremer
      Bank, National Association

              
	 
      	
                 2350
      Helen St

              	 
      	 
      	
                Minneapolis
      Office

              
	 
      	
                 North
      St. Paul, WIN  55109

              	 
      	 
      	
                8555
      Eagle Point Blvd

              
	 
      	 
      	 
      	 
      	
                P.O.
      Box 1000

              
	 
      	 
      	 
      	 
      	
                Lake
      Elmo, WIN  55042

              


      

      
        


      

      
        	
                Principal
      Amount:   $2,000,000.00

              	
                Initial
      Rate:  4.500%

              	
                Date
      of Note:   October 24,
2008

              


      

      
        


      

      
        PROMISE TO PAY. Aetrium Incorporated
("Borrower") promises to pay to Bremer Bank, National Association ("Lender"), or
order, in lawful money of the United States of America, the principal amount of
Two Million & 00/100 Dollars ($2,000,000.00) or so much as may be
outstanding, together with interest on the unpaid outstanding principal balance
of each advance. Interest shall be calculated from the date of each
advance until repayment
of each advance.

      

      
        


      

      
        PAYMENT.
Borrower will pay this loan in one payment of all outstanding principal plus all
accrued unpaid interest on October 23, 2009. In addition, Borrower will pay
regular monthly payments of all accrued unpaid interest due as of each payment
date, beginning November 3, 2008, with all subsequent interest payments to be
due on the same day of each month after that. 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. The annual interest rate for this Note is computed on a
365/360 basis; that is, by applying the ratio of the annual 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. Borrower will
pay Lender at Lender's address shown above or at such other place as Lender may
designate in writing.

      

      
        


      

      
        VARIABLE INTEREST RATE. The
interest rate on this Note is subject to change from time to time based on
changes in an index which is the rate as announced from time to time by Bremer
Bank, National Association (the "Index"). The Index is the Prime rate as
published by Bloomberg at www.Bloomberg.com under "Market Data: Rates and Bonds:
Key Rates," as of the date of determination. The Index is not necessarily the
lowest rate charged by Lender on its loans and is set by Lender in its sole
discretion. If the Index becomes unavailable during the term of this loan,
Lender may designate a
substitute index after notifying borrower. Lender will tell Borrower the
current Index rate upon Borrower's request. The interest rate change will not
occur more often than each day. Borrower understands that Lender may make loans
based on other rates as well. The Index currently is 4.500% per
annum. The interest rate to be applied to the unpaid principal balance
during this Note will be at a rate of 0.250 percentage points under the Index,
resulting in an initial rate of 4.500% per annum. NOTICE: Under no circumstances
will the interest rate on this Note be less than 4.500% per annum or more than
the maximum rate allowed by applicable law.

      

      
        


      

      
        PREPAYMENT; MINIMUM INTEREST CHARGE.
In any event, even upon full prepayment of this Note, Borrower
understands that Lender is entitled to a minimum interest charge of $10.00.
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 of Borrower's obligation to continue to make payments of
accrued unpaid interest. Rather, early payments will reduce the principal
balance due. 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: Bremer
Bank, National Association; Minneapolis Office; 8555 Eagle Point Blvd; P.O. Box
1000; Lake Elmo, MN   55042.

      

      
        


      

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

      

      
        


      

      
        INTEREST AFTER DEFAULT. Upon
default, including failure to pay upon final maturity, the interest rate on this
Note shall be increased by adding a 2.000 percentage point margin ("Default Rate
Margin"). The Default Rate Margin shall also apply to each succeeding interest
rate change that would have applied had there been no default. 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 event 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 any 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,
security 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
on Borrower's behalf under this Note or the related documents is false or
misleading in any material respect, either now or 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, 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 of 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 and if Borrower gives Lender written notice of the creditor or
forfeiture proceeding and deposits with Lender monies or a surety bond for the
creditor or 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, endorser,
surety, or accommodation party

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        


      

      
        	
                
                  PROMISSORY
      NOTE

                

              
	
                Loan
      No: 418887

              	
                (Continued)

              	
                Page
      2

              


      

      
        


      

      
        of any of
the indebtedness or any guarantor, endorser, surety, or accommodation party dies
or becomes incompetent, or revokes or disputes the validity of, or liability
under, any guaranty of the indebtedness evidenced by this
Note.

      

      
        


      

      
        Change In
Ownership.  Any change in ownership of twenty-five percent
(25%) or more of the common stock of Borrower.

      

      
        


      

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

      

      
        


      

      
        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 that amount. This includes, subject to any
limits under applicable law, Lender's reasonable attorneys' fees and Lender's
legal expenses, whether or not there is a lawsuit, including reasonable
attorneys' fees, expenses for bankruptcy proceedings (including 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 State of Minnesota without
regard to its conflicts of law provisions. This Note has been accepted by Lender
in the State of Minnesota.

      

      
        


      

      
        DISHONORED ITEM FEE. Borrower
will pay a fee to Lender of $15.00 if Borrower makes a payment on Borrower's
loan and the check or preauthorized charge with which Borrower pays is later
dishonored.

      

      
        


      

      
        RIGHT OF SETOFF. To the extent
permitted by applicable law, Lender reserves a right of setoff in all Borrower's
accounts with Lender (whether 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,
and, at Lender's option, to administratively freeze all such accounts to allow
Lender to protect Lender's charge and setoff rights provided in this
paragraph.

      

      
        


      

      
        COLLATERAL. Borrower
acknowledges this Note is secured by all inventory, chattel paper, accounts,
equipment and general intangibles as listed in the Commercial Security Agreement
dated October 25, 2007 between the Borrower and the Lender.

      

      
        


      

      
        LINE OF CREDIT. This Note
evidences a revolving line of credit. Advances under this Note may be requested
either orally or in writing by Borrower or as provided in this paragraph. Lender
may, but need not, require that all oral requests be confirmed in writing. All
communications, instructions, or directions by telephone or otherwise to Lender
are to be directed to Lender's office shown above. The following person or
persons are authorized to request advances and authorize payments under the line
of credit until Lender receives from Borrower, at Lender's address shown above,
written notice of revocation of such authority: Joseph C. Levesque, President/CEO of
Aetrium Incorporated; Paul H. Askegaard , Treasurer/Asst Secretary
of Aetrium Incorporated; and Douglas L. Hemer, CAO/Secretary of Aetrium
Incorporated. Borrower agrees to be liable for all sums either: (A)
advanced in accordance with the instructions of an authorized person or (B)
credited to any of Borrower's accounts with Lender. The unpaid principal balance
owing on this Note at any time may be evidenced by endorsements on this Note or
by Lender's internal records, including daily computer
print-outs.

      

      
        


      

      
        EXISTING SECURITY AGREEMENT.
This Promissory Note constitutes “Indebtedness” as defined in the Security
Agreement dated October 25, 2007 between the Borrower and the
Lender.

      

      
        


      

      
        PRIOR NOTE. This is in
substitution of not in payment of a Promissory Note dated October 25, 2007 in
the original amount of $2,000,000.00 between Aetrium Incorporated ("Borrower")
and Bremer Bank, National Association ("Lender").

      

      
        


      

      
        SUCCESSOR INTERESTS. The terms
of this Note shall be binding upon Borrower, and upon Borrower's heirs,
personal

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        representatives,
successors and assigns, and shall inure 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: Bremer Service Center 8555 Eagle Point Boulevard, P.O.
Box 1000 Lake Elmo, MN 55042.

      

      
        


      

      
        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. In addition, Lender shall have all the rights and
remedies provided in the related documents or available at law, in equity, or
otherwise. Except as may be prohibited by applicable law, all of Lender's rights
and remedies shall be cumulative and may be exercised singularly or
concurrently. Election by Lender to pursue any remedy shall not exclude pursuit
of any other remedy, and an election to make expenditures or to take action to
perform an obligation of Borrower shall not affect Lender's right to declare a
default and to exercise its rights and remedies. 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 any length of time) this loan or release
any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security 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 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.

      

      
        


      

      
        SECTION
DISCLOSURE.  To the extent not preempted by federal law, this
loan is made under Minnesota Statutes, Section 47.59.

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        


      

      
        	
                
                  PROMISSORY
      NOTE

                

              
	
                Loan
      No: 418887

              	
                (Continued)

              	
                Page
      3

              


      

      
        


      

      
        PRIOR
TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER
AGREES TO THE TERMS OF THE NOTE.

      

      
        


      

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

      

      
        


      

      
        	
                BORROWER:

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                AETRIUM
      INCORPORATED

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/
      Joseph C. Levesque

              	 
      	
                By:

              	
                /s/
      Paul H. Askegaard

              
	 
      	
                
                  Joseph
      C. Levesque, President/CEO of Aetrium Incorporated

                

              	 
      	 
      	
                
                  Paul
      H. Askegaard , Treasurer/Asst  Secretary of Aetrium
      Incorporated

                

              
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/
      Douglas L. Hemer

              	 
      	 
      	 
      
	 
      	
                
                  Douglas
      L. Hemer, CAO/Secretary of Aetrium Incorporated