EXHIBIT 10.1


FIRST
AMENDMENT


TO


LOAN AND SECURITY AGREEMENT


THIS FIRST AMENDMENT
to Loan and Security Agreement (this  “Amendment”)
is entered into this 15th day of March, 2007, by and between SILICON VALLEY BANK (“Bank”), on the one side, and EV3 ENDOVASCULAR, INC., a Delaware corporation, EV3 INTERNATIONAL, INC., a Delaware corporation, and MICRO THERAPEUTICS, INC., a Delaware corporation
(collectively and jointly and severally referred to as “Borrowers”),
whose address is c/o ev3 Inc., 9600 54th Avenue North, Plymouth, MN  55442, on the other side.


RECITALS


A.            Bank and Borrowers have entered into that certain Loan
and Security Agreement dated with an Effective Date of June 28, 2006 (as the
same may from time to time be further amended, modified, supplemented or
restated, the “Loan Agreement”).  The
Obligations of the Borrowers have been guarantied by, among others, the
following companies, in favor of Bank: ev3 Inc., a Delaware corporation; Micro
Therapeutics International, Inc., a Delaware corporation; ev3 Technologies,
Inc., a Delaware corporation; EndiCOR Medical, Incorporated, a Delaware
corporation; ev3 Peripheral, Inc., a Minnesota corporation; ev3 Sunnyvale,
Inc., a California corporation; and ev3 Santa Rosa, Inc., a California
corporation.


B.            Bank has extended credit to Borrowers for the purposes
permitted in the Loan Agreement.


C.            Borrowers have requested that Bank amend the Loan
Agreement to (i) provide for $5,000,000 of additional equipment advances,
and (ii) make certain other revisions to the Loan Agreement as more fully
set forth herein.


D.            Bank has agreed to so amend certain provisions of the
Loan Agreement, but only to the extent, in accordance with the terms, subject
to the conditions and in reliance upon the representations and warranties set
forth below.


AGREEMENT


NOW, THEREFORE,
in consideration of the foregoing recitals and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows:


1.             Definitions.  Capitalized terms used but not defined in
this Amendment shall have the meanings given to them in the Loan Agreement.



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2.             Amendments to Loan Agreement.


2.1          Section 2.1.8 (Equipment B Advances).  Section 2.1.8 of the Loan Agreement is hereby
amended to read as follows:


2.1.8                     Equipment
B Advances.


(a)           Availability.  Subject to the terms and conditions of this
Agreement, and provided that no Default or Event of Default then exists, Bank
shall make an advance (the “Equipment B Advance”) not exceeding the Equipment
Line B.


(i)            Equipment B Advance.  Promptly after the execution and delivery of
the First Amendment by the parties thereto, Borrowers shall deliver to Bank
(the “Initial Equipment B Invoice Delivery”) copies of invoices for Eligible
Equipment purchased by Borrowers during the period (the “Equipment B Advance
Purchase Period”) from March 14, 2006 through August 31, 2007 (determined based
upon the applicable invoice date of such Eligible Equipment), that was not
financed pursuant to Section 2.1.5 of this Agreement, the Eligible Equipment
Invoice Amounts of which total at least $1,000,000, and thereafter Bank shall
make an Equipment B Advance to Borrower in an amount equal to
$5,000,000.  After such Equipment B
Advance, Borrowers shall deliver to Bank copies of all invoices for Eligible
Equipment to be financed by such Equipment B Advance that is purchased by
Borrowers from time to time during the Equipment B Advance Purchase Period but
after the Initial Equipment B Invoice Delivery. 
If on August 31, 2007 an Excess Equipment B Advance exists, then
Borrowers shall immediately pay the amount of such excess to Bank.


(b)           Repayment.  The Equipment B Advance shall be repaid by
the Borrowers to Bank in 42 equal monthly payments of principal, commencing on
the last day of the seventh month following the date the Equipment B Advance
was made and continuing on the last day of each month thereafter until the last
day of the 48th month following the date the Equipment B
Advance was made, on which date the entire unpaid principal balance of the
Equipment B Advance, plus all accrued and unpaid interest thereon, shall be due
and payable.  Borrowers may prepay the
Equipment B Advance (in addition to any payments made in accordance with
Section 2.19) in whole or part at 



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any time by written
notice to Bank without premium, penalty or charge whatsoever.  Any principal prepayment of the Equipment B
Advance shall be applied to the principal payments due on the Equipment B
Advance in the inverse order of maturity. 
The Equipment B Advance may not be repaid and re-borrowed


2.2          Sections 2.1.5(c) and 2.1.9
(Prepayment Upon Event of Loss).  Section 2.1.5(c) of the Loan Agreement is
hereby deleted; references to “Section 2.1.5.(c)” contained in this Agreement
are hereby amended to read “Section 2.1.9; and a new Section 2.1.9 is hereby
added to the Loan Agreement to read as follows:


2.1.9       Prepayment
Upon an Event of Loss. 
Borrowers shall bear the risk of any loss, theft, destruction, or damage
of or to the Financed Equipment.  If,
during the term of this Agreement, any item of Financed Equipment becomes
obsolete or is lost, stolen, destroyed, damaged beyond repair, rendered
permanently unfit for use, or seized by a governmental authority for any reason
for a period equal to at least the remainder of the term of any Equipment
Advance or Equipment B Advance that financed such Financed Equipment (an “Event of Loss”), then, within ten (10) days following the
later of (i) the date of such Event of Loss or (ii) the settlement of any
insurance claim relating thereto, but not later than one hundred ten (110) days
following the Event of Loss, Borrowers shall either (i) pay to Bank on account
of the Obligations all outstanding principal that had been advanced with
respect to the Financed Equipment subject to the Event of Loss, plus all
accrued interest relating to such principal; or, if no Event of Default has
occurred and is continuing, at Borrowers’ option,  (ii) repair or replace any Financed Equipment
subject to the Event of Loss provided (x) the repaired or replaced Financed
Equipment is of equal or like value to the Financed Equipment subject to an
Event of Loss, (y) Bank has a first priority perfected security interest in
such repaired or replaced Financed Equipment, and (z) the Borrowers shall be
subject to any limit on the use of insurance proceeds contained in this
Agreement.  Principal prepayments
pursuant to this subsection shall be applied to the principal payments due on
the Equipment Advances or Equipment B Advance (as applicable) in the inverse
order of maturity.



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2.3          Section 2.3 (Payment of
Interest).  Section
2.3(a)(ii) of the Loan Agreement reads as follows:


(ii)           Equipment Advances.  Subject to Section 2.3(b), the principal
amount outstanding for each Equipment Advance shall accrue interest at a
floating per annum rate equal to one (1.0) percentage point above the Prime
Rate, which interest shall be payable monthly.


Said Section 2.3(a)(ii)
is hereby amended to read as follows:


(ii)           Equipment Advances and Equipment B
Advances.  Subject to Section 2.3(b),
the principal amount outstanding for each Equipment Advance and the Equipment B
Advance shall accrue interest at a floating per annum rate equal to one (1.0)
percentage point above the Prime Rate, which interest shall be payable monthly.


2.4          Section 3.4(b) (Equipment and
Equipment B Advances). 
Section 3.4(b) of the Loan Agreement is hereby amended to read as
follows:


(b)           Equipment and Equipment B Advances.  Subject to the prior satisfaction of all
other applicable conditions to the making of an Equipment Advance or an
Equipment B Advance set forth in this Agreement, to obtain an Equipment Advance
or an Equipment B Advance, Borrowers must notify Bank (which notice shall be
irrevocable) by electronic mail or facsimile no later than 12:00 p.m. Pacific
time one (1) Business Day before the proposed Funding Date.  The notice shall be a Payment/Advance Form,
must be signed by a Responsible Officer of each Borrower or designee, and
(except as otherwise provided in Section 2.1.5(a)(i) with respect to the
Qualifying Initial Equipment Advance or in Section 2.1.8(a)(i) with
respect to the Initial Equipment B Advance) shall include a copy of the
invoice(s) for the Equipment being financed. 
If Borrowers satisfy the conditions of each Equipment Advance or
Equipment B Advance (as applicable), Bank shall disburse such Equipment Advance
or Equipment B Advance (as applicable) by transfer to the Designated Deposit
Account.


2.5          Section 13.1 (New Definitions).  The following definitions are hereby added to
Section 13.1 of the Loan Agreement, in the appropriate alphabetical order:



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2.1.5  “Eligible
Equipment Invoice Amount” is defined in Section 2.1.5(a)(3).


“Equipment B Advance”  is defined in Section 2.1.8(a).


“Equipment B Advance
Purchase Period”  is defined in
Section 2.1.8(a)(i).


 “Equipment Line B”  is an
Equipment B Advance of $5,000,000.


“Excess Equipment B Advance”
is the amount, if any, by which the outstanding amount of the Equipment B
Advance exceeds the aggregate Eligible Equipment Invoice Amounts for which
Borrowers have delivered invoices to Bank for purchases of Eligible Equipment
made during the Equipment B Advance Purchase Period that are to be financed by
the Equipment B Advance.


“First Amendment”  means the First Amendment to Loan and Security Agreement,
dated March 15, 2007, among Bank and Borrowers.


 “Initial
Equipment B Invoice Delivery” is defined in Section
2.1.8(a)(i).


2.6          Section 13.1 (Amendments to
Existing Definitions).  The
definitions for the following defined terms from Section 13.1 of the Loan
Agreement are hereby amended to read as set forth below:


“Credit
Extension” is any Advance, Equipment Advance, Equipment B Advance,
Letter of Credit, FX Forward Contract, amount utilized for Cash Management
Services, or any other extension of credit by Bank for any Borrower’s benefit.


“Financed
Equipment” is all present and future Eligible Equipment in which any
Borrower has any interest, the purchase of which is financed by an Equipment
Advance or the Equipment B Advance.


3.             Limitation
of Amendments.


3.1          The amendments set
forth in Section 2, above, are effective
for the purposes set forth herein and shall be limited precisely as written and
shall not be deemed to (a) be a consent to any amendment, waiver or
modification of any other term or 



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condition of any Loan
Document, or (b) otherwise prejudice any right or remedy which Bank may
now have or may have in the future under or in connection with any Loan
Document.


3.2          This Amendment shall
be construed in connection with and as part of the Loan Documents and all
terms, conditions, representations, warranties, covenants and agreements set
forth in the Loan Documents, except as herein amended, are hereby ratified and
confirmed, shall remain in full force and effect, and are incorporated herein
by reference.


4.             Representations
and Warranties.  To
induce Bank to enter into this Amendment, each Borrower hereby represents and
warrants to Bank as follows:


4.1          Immediately after
giving effect to this Amendment (a) the representations and warranties contained
in the Loan Documents are true, accurate and complete in all material respects
as of the date hereof (except (i) to the extent such representations and
warranties relate to an earlier date, in which case they are true and correct
as of such date, and (ii) the representations in Sections 5.2 and 5.4 of the
Loan Agreement shall refer, respectively, to Schedules 5.2 and 5.4 attached
hereto), and (b) no Event of Default has occurred and is continuing;


4.2          Borrower has the
power and authority to execute and deliver this Amendment and to perform its
obligations under the Loan Agreement, as amended by this Amendment;


4.3          The organizational
documents of Borrower previously delivered to Bank remain true, accurate and
complete and have not been amended, supplemented or restated and are and
continue to be in full force and effect;


4.4          The execution and
delivery by Borrower of this Amendment and the performance by Borrower of its
obligations under the Loan Agreement, as amended by this Amendment, have been
duly authorized;


4.5          The execution and
delivery by Borrower of this Amendment and the performance by Borrower of its
obligations under the Loan Agreement, as amended by this Amendment, do not and
will not contravene (a) any law or regulation binding on or affecting
Borrower, (b) any contractual restriction with a Person binding on
Borrower, (c) any order, judgment or decree of any court or other
governmental or public body or authority, or subdivision thereof, binding on
Borrower, or (d) the organizational documents of Borrower;


4.6          The execution and
delivery by Borrower of this Amendment and the performance by Borrower of its
obligations under the Loan Agreement, as amended by this Amendment, do not
require any order, consent, approval, license, authorization or validation of,
or filing, recording or registration with, or exemption by any governmental or
public body or authority, or subdivision thereof, binding on either Borrower,
except as already has been obtained or made; and



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4.7          This Amendment has
been duly executed and delivered by Borrower and is the binding obligation of
Borrower, enforceable against Borrower in accordance with its terms, except as
such enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium or other similar laws of general application and
equitable principles relating to or affecting creditors’ rights.


4.8          Ev3 Santa Rosa, Inc.
was merged into ev3 International, Inc., with ev3 International, Inc. being the
surviving corporation.


4.9          Each of EndiCOR Medical,
Incorporated, ev3 Technologies, Inc. and ev3 Sunnyvale, Inc. was merged into
ev3 Peripheral, Inc., with ev3 Peripheral, Inc. being the surviving
corporation.


5.             Counterparts.  This Amendment may be executed in any number
of counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.


6.             Effectiveness.  This Amendment shall be deemed effective upon
(a) the due execution and delivery of this Amendment by each party hereto, and
(b) Bank’s receipt of the Acknowledgment of Amendment and Reaffirmation of
Guaranty substantially in the form attached hereto as Schedule 1, duly executed
and delivered by each Guarantor.


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and
delivered as of the date first written above.


BORROWERS:


	
  EV3 ENDOVASCULAR, INC.

  	
   

  	
  EV3 INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
    /s/ Patrick D. Spangler

  	
   

  	
  By

  	
    /s/ Patrick
  D. Spangler

  
	
  Name:

  	
    Patrick D. Spangler

  	
   

  	
  Name:

  	
    Patrick D.
  Spangler

  
	
  Title:

  	
    Chief Financial Officer

  	
   

  	
  Title:

  	
    Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MICRO
  THERAPEUTICS, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
    /s/ Patrick D. Spangler

  	
   

  	
   

  	
   

  
	
  Name: 

  	
    Patrick D. Spangler

  	
   

  	
   

  	
   

  
	
  Title:

  	
    Treasurer and Chief Financial Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BANK:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SILICON
  VALLEY BANK

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
    /s/ Jay McNeil

  	
   

  	
   

  	
   

  
	
  Name:

  	
    Jay McNeil

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Senior
  Relationship Manager

  	
   

  	
   

  	
   

  
							



 



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SCHEDULE
1


ACKNOWLEDGMENT
OF AMENDMENT


AND REAFFIRMATION OF GUARANTY


March 15, 2007


Silicon Valley Bank


301 Carlson Parkway, Suite 255


Minnetonka, MN  55305


Attn:  Jay McNeil


Re:        Silicon Valley Bank/ev3
Inc.


Gentlemen:


Reference is made to (i) the Loan and Security
Agreement (the “Loan Agreement”), dated June 28, 2006, between Silicon Valley
Bank (“Bank”), on the one side, and ev3 Endovascular, Inc., ev3 International,
Inc., and Micro Therapeutics, Inc. (collectively, the “Borrowers”), on the
other side, and (ii) the First Amendment to Loan and Security Agreement (the “Amendment”),
of substantially even date, between Bank and Borrowers.  (Capitalized terms used but not defined
herein shall have the meanings given to them in the Loan Agreement.)


By our signatures below, the undersigned agree as
follows:


Section  1.              Each undersigned guarantor hereby
acknowledges and confirms that it has reviewed and approved the terms and
conditions of the Amendment.


Section  2.              Each guarantor hereby consents to
the Amendment and agrees that the guaranty relating to the Obligations of
Borrowers under the Loan Agreement shall continue in full force and effect,
shall be valid and enforceable and shall not be impaired or otherwise affected
by the execution of the Amendment or any other document or instrument delivered
in connection herewith.


Section  3.              Each guarantor represents and
warrants that, after giving effect to the Amendment, all representations and
warranties contained in the guaranty are true, accurate and complete as if made
the date hereof.


Section 4.              This agreement may be executed in
any number of counterparts and all such counterparts taken together shall be
deemed to constitute one and the same instrument.  This agreement and the guaranty constitute
and contain the entire agreement of the parties and supersede any and all prior
and contemporaneous agreements, negotiations, correspondence, understandings
and communications between the 



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undersigned and Bank,
whether written or oral, respecting the subject matter hereof.  This agreement shall be construed in
connection with and as a part of the guaranty and the terms of the guaranty are
incorporated herein.


GUARANTOR


	
  ev3 Endovascular Inc

  	
   

  	
  ev3 Peripheral, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
    /s/ Patrick D. Spangler

  	
   

  	
  By

  	
    /s/ Patrick D. Spangler

  
	
  Name:

  	
    Patrick D. Spangler

  	
   

  	
  Name:

  	
    Patrick D.
  Spangler

  
	
  Title:

  	
    Chief Financial Officer

  	
   

  	
  Title:

  	
    Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Micro
  Therapeutics International, Inc.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
    /s/ Patrick D. Spangler

  	
   

  	
   

  	
   

  
	
  Name: 

  	
    Patrick D. Spangler

  	
   

  	
   

  	
   

  
	
  Title:

  	
    Treasurer and Chief Financial Officer

  	
   

  	
   

  	
   

  
							



 



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