Exhibit
10.6


01.24.07


SECOND AMENDMENT TO
LEASE


THIS AMENDMENT (“Amendment”) is made effective as of
the 8th day of February 2007, by and between 
LIBERTY PROPERTY LIMITED PARTNERSHIP,
a Pennsylvania limited partnership (hereinafter called “Landlord”), and ev3 INC., a Delaware corporation
(hereinafter called “Tenant”).


BACKGROUND:


A.                                    
Landlord and Tenant are parties to that certain Lease dated as of August 30,
2005, as amended by First Amendment to Lease dated April 6, 2006  (collectively, the “Lease”) for certain
premises containing approximately 36,856 rentable square feet in the Building
at 9600 54th Avenue North, Plymouth, Minnesota.


B.                                    Landlord
and Tenant desire to amend the Lease to expand the Premises as set forth below.


AMENDMENT:


Now therefore, for good and valuable consideration,
the receipt and legal sufficiency of which the parties acknowledge, the parties
agree as follows:


1.                                       Expansion of Leased Premises.  Commencing on June 1, 2007 (the “Effective
Date”), the term “Premises” as defined in Section 1(a) of the Lease is hereby
amended to include the additional space shown on attached Exhibit A consisting of approximately
13,165 rentable square feet (the “2007 Expansion Space”).  Accordingly, commencing on the Effective
Date, the Premises will contain a total of approximately 50,021 rentable square
feet.  Except as expressly provided in
this Agreement, the 2007 Expansion Space will be leased on all of the terms and
conditions of the Lease.


2.                                       Minimum Annual Rent.  Commencing on the Effective Date, the monthly
Minimum Annual Rent for the entire Premises (including the 2007 Expansion
Space) will be as follows:


	
  Period

  	
   

  	
  2007 Expansion Space

  Monthly Minimum

  Annual Rent

  	
   

  	
  Total Monthly Minimum

  Annual Rent

  	
   

  
	
  June 1, 2007 – October
  31, 2007

  	
   

  	
  $

  	
  6,582.50

  	
   

  	
  $

  	
  39,492.77

  	
   

  
	
  November 1, 2007 –
  October 31, 2008

  	
   

  	
  6,779.98

  	
   

  	
  40,528.96

  	
   

  
	
  November 1, 2008 –
  October 31, 2009

  	
   

  	
  6,983.37

  	
   

  	
  41,592.50

  	
   

  
	
  November 1, 2009 – February 28, 2010

  	
   

  	
  7,192.88

  	
   

  	
  42,684.16

  	
   

  
								



 


3.                                       Additional Rent.  Commencing on the Effective Date, Tenant’s
Share as set forth in Section 1(h) of the Lease shall be increased to
100%.













4.                                       Use. 
The limitation on maximum square footage that can be used as office
space set forth in Section 1(i) of the Lease is increased from 22,123 rentable
square feet to 32,001 rentable square feet effective as of the Effective Date;
provided, however, that Tenant’s right to so expand its office use is subject
to applicable legal requirements, including requirements of the municipal
zoning code.


5.                                       As-Is Condition; Leasehold Improvement Allowance.  Landlord will deliver the 2007 Expansion
Space to Tenant in its AS-IS condition, without any obligation on Landlord’s
part to provide any leasehold improvements or leasehold improvement
allowance.  Any leasehold improvements constructed by Tenant in the 2007 Expansion
Premises shall be constructed in accordance with the provisions of Sections 12
and 13 of the Lease.


6.                                       Alterations.  The
provisions of Section 12 of the Lease to the contrary notwithstanding,
upon the expiration or termination of this Lease (i) Tenant shall leave in
place and surrender to Landlord all Alterations existing in the Premises as of
the date of this Second Amendment, and (ii) Tenant shall leave in place
and surrender to Landlord all future Alterations made by or on behalf of Tenant
provided the Alterations are of the same kind and character as the
presently-existing Alterations.  Tenant
shall not demolish any existing improvements or Alterations in the Premises
(e.g., in order to convert office space to warehouse or tech space) without
first obtaining Landlord’s consent, which consent shall not be unreasonably
withheld, conditioned or delayed, and, unless Landlord otherwise agrees with
Tenant in writing, Landlord reserves the right, upon the expiration or
termination of the Lease, to cause Tenant to restore the Premises to
substantially the condition existing prior to such demolition.  Moreover, Landlord reserves the right to
require Tenant to remove specialized Alterations (such as supplemental HVAC
equipment, computer room installations and the like), if any, constructed in
the Premises by or on behalf of Tenant after the date of this Second Amendment.


7.                                       Defined Terms.  All capitalized terms used in this Amendment
not separately defined herein shall have the meaning given them in the Lease.


8.                                       Full Force and Effect. All of the terms
and conditions of the Lease not inconsistent with this Amendment shall remain
unmodified and in full force and effect.


9.                                       Counterparts.  This Amendment may be executed in
counterparts and may be delivered by facsimile transmittal of signed original
counterparts.


[Signature
Page Follows]



 2
 









 


The parties have
executed this Second Amendment as of the date stated above.


	
  

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
  ev3
  Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/Patrick D. Spangler

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
  LIBERTY
  PROPERTY LIMITED 

  
	
   

  	
   

  	
  PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
  Liberty Property Trust, its Sole General 

  
	
   

  	
   

  	
   

  	
  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/Robert L. Kiel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Robert L. Kiel

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Regional
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/DMJ 

  	
  Regional Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/JD 

  	
  Leasing
  Representative

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/TB 

  	
  Property Manager

  
										



 



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