FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.1

Fifth Amendment
to
Loan and Security Agreement

     THIS FIFTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of June 24, 2008, by and between SILICON VALLEY BANK (“Bank”), on the one side, and EV3 ENDOVASCULAR, INC. , a Delaware corporation, EV3 INTERNATIONAL, INC. , a Delaware corporation, MICRO THERAPEUTICS, INC. , a Delaware corporation, and FOXHOLLOW TECHNOLOGIES, INC. , a Delaware corporation (collectively and jointly and severally referred to as “ Borrowers ”), whose address is c/o ev3 Inc., 9600 54 ^th Avenue North, Plymouth, MN 55442, on the other side.

Recitals

      A.  Bank and Borrowers have entered into that certain Loan and Security Agreement dated as of 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; and ev3 Peripheral, Inc., a Minnesota corporation (collectively, the “Guarantors”).

      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) increase the Revolving Line, (ii) provide for a Term Loan (as defined below), and (iii) make certain other amendments.

      D.  Bank has agreed to so amend 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.

      2. Amendments to Loan Agreement.

           2.1 Section 2.1.10 (Term Loan). The following is hereby added as Section 2.1.10 of the Loan Agreement to follow current Section 2.1.9 thereof:

			“2.1.10 Term Loan.
			(a)     Availability; Repayment of Equipment Advances. Bank shall make one term loan available to Borrowers in the amount of $10,000,000 (the “Term Loan”) on or after the first Business Day following the Effective Date and on or before five Business Days following the Effective Date, subject to the satisfaction of the terms and conditions of this Agreement. The proceeds of the Term Loan shall be used to repay all outstanding principal and interest under the Equipment Advances and the Equipment B Advances, and the remainder of the Term Loan after such repayment shall be disbursed to Borrowers. Borrowers authorize and instruct Bank to apply the proceeds of the Term Loan directly to the outstanding principal and interest under the Equipment Advances and the Equipment B Advances to the extent necessary to repay the same, and Borrowers agree that the portion of the Term Loan so applied shall be deemed to have been disbursed to Borrowers in accordance herewith.
			(b)      Repayment . Borrowers shall repay the Term Loan in (i) forty-eight (48) equal installments of principal, plus (ii) monthly payments of accrued interest (the “Term Loan Payment”). Beginning on the last day of the month following the month in which the Funding Date for the Term Loan occurs, each Term Loan Payment shall be payable on the last day of each month. Borrowers’ final Term Loan Payment, due on the Term Loan Maturity Date, shall include all outstanding principal and accrued and unpaid interest under the Term Loan.
			(c)      Prepayment . Borrowers shall have the option to prepay all, but not less than all, of the Term Loan; provided Borrowers (i) provide written notice to Bank of Borrowers’ election to prepay the Term Loan at least thirty (30) days prior to such prepayment, and (ii) pay, on the date of the prepayment (A) all amounts due with respect to the Term Loan (including principal and interest), and (B) all unpaid accrued interest to the date of the prepayment.
			(d)      Loan Request . To obtain the Term Loan, Borrowers must notify Bank (the notice is irrevocable) by facsimile no later than 12:00 p.m. Pacific time one Business Day before the proposed Funding Date for the Term Loan. The notice shall be on a Loan

Payment/Advance Request Form and must be signed by a Responsible Officer or designee.”

           2.2 Section 2.2 (Overadvances). Section 2.2 of the Loan Agreement reads as follows:

“If, at any time, the Credit Extensions under Sections 2.1.1, 2.1.2, 2.1.3 and 2.1.4 exceed the lesser of either (a) the Revolving Line or (b) the greater of (i) $12,000,000 or (ii) the Borrowing Base less applicable reserves, Borrowers shall immediately pay to Bank in cash such excess.”

Said Section 2.2 is hereby amended to read as follows:

“If, at any time, the sum of (i) the outstanding balance of all Advances, plus (ii) the amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) plus an amount equal to the Letter of Credit Reserves, plus (iii) the amounts used for Cash Management Services, and plus (iv) the FX Reserve, shall exceed the lesser of either (y) the Revolving Line or (z) the greater of $12,000,000 or the Borrowing Base less applicable reserves, then Borrowers shall immediately pay to Bank in cash such excess.”

           2.3 Section 2.3(a) (Payment of Interest). The following is hereby added as new subsection “iii” to Section 2.3(a) of the Loan Agreement to follow current subsection “ii” thereof:

“(ii)      Term Loan . Subject to Section 2.3(b), the principal amount outstanding for the Term Loan shall accrue interest at a floating per annum rate equal to one-half of one (.50) percentage point above the Prime Rate, which interest shall be payable monthly.”

           2.4 Section 2.4(c) (Unused Revolving Line Fee). The first sentence of Section 2.4(c) of the Loan Agreement reads as follows:

“A fee (the “ Unused Revolving Line Fee ”), payable quarterly, in arrears, on a calendar year basis, in an amount equal to three-eighths of one percent (0.375%) per annum of the average unused portion of the Revolving Line, as determined by Bank.”

Said sentence is hereby amended to read as follows:

“A fee (the “ Unused Revolving Line Fee ”), payable quarterly, in arrears, on a calendar year basis, in an amount equal to one-quarter of one percent (0.25%) per annum of the average unused portion of the Revolving Line, as determined by Bank.”

           2.5 Section 2.4(d) (Revolving Line Facility Fee). Section 2.4(d) of the Loan Agreement is hereby amended to read as follows:

“(d)     [ Reserved .]”

           2.6 Section 2.4(e) (Revolving Line Prepayment Fee). Section 2.4(e) of the Loan Agreement is hereby amended to read as follows:

“(e)     [ Reserved .]”

           2.7 Section 2.4(g) (Float Charge and Credit ). The following is hereby added as Section 2.4(g) to the Loan Agreement:

“(g)     After the occurrence of the High Level Use Date, Bank shall be entitled to charge Borrower a “float” charge in an amount equal to one Business Day interest, at the interest rate applicable to the Advances, on all Payments received by Bank. (Said float charge is not included in interest for purposes of computing minimum monthly interest (if any) under this Agreement.) The float charge for each month shall be payable on the last day of the month. Bank shall not, however, be required to credit Borrower’s account for the amount of any item of payment which is unsatisfactory to Bank in its good faith business judgment, and Bank may charge Borrower’s Designated Deposit Account for the amount of any item of payment which is returned to Bank unpaid.”

           2.8 Section 3.2(a) (Conditions Precedent to all Credit Extensions). Section 3.2(a) reads as follows:

“(a)       except as otherwise provided in Section 3. 4(a) , timely receipt of an executed Payment/Advance Form;”

Said part of Section 3.2(a) is hereby amended to read as follows:

“(a)     except as otherwise provided in Section 3.4(a), timely receipt of an executed Payment/Advance Form and, if the High Level Use Date has occurred, a completed and executed Transaction Report;”

           2.9 Section 3.4(a) (Procedures for Borrowing). Section 3.4(a) reads in part as follows:

“Together with any such electronic or facsimile notification, Borrowers shall deliver to Bank by electronic mail or facsimile a

completed Payment/Advance Form executed by a Responsible Officer of each Borrower or his or her designee.”

Said part of Section 3.4(a) is hereby amended to read as follows:

“Together with any such electronic or facsimile notification, Borrowers shall deliver to Bank by electronic mail or facsimile a completed Payment/Advance Form and, if the High Level Use Date has occurred, a completed Transaction Report, each executed by a Responsible Officer of each Borrower or his or her designee.”

           2.10 Section 5.2 (Collateral). The following is added to Section 5.2 of the Loan Agreement as a new last paragraph thereof:

“For any item of Inventory consisting of Eligible Inventory in any Transaction Report or Borrowing Base Certificate, such Inventory meets all requirements of the definition of “Eligible Inventory” (except that Borrower makes no representation or warranty with respect to requirement “f” of said definition (i.e., the Inventory being acceptable to Bank in its good faith business judgment) except to the extent that Bank has notified Borrower in writing of any unacceptability).”

           2.11 Section 6.2(a)(iii) (Cash and Investment Locations ). The following parenthetical language from Section 6.2(a)(iii) of the Loan Agreement:

“ (which, among other things, shall set forth (y) calculations showing compliance with the financial covenants set forth in this Agreement and (z) the amount and locations of Parent’s, Borrower’s and each Guarantor’s cash and Cash Equivalents)”,

is hereby amended to read as follows:

“(which, among other things, shall set forth (y) calculations showing compliance with the financial covenants set forth in this Agreement and (z) the amount and locations of Parent’s, Borrower’s and each Guarantor’s cash, Cash Equivalents and investments (including without limitation Securities Accounts and Commodity Accounts))”.

           2.12 Section 6.2(b) (Collateral Reports and Borrowing Base Certificates ). The references to “Fiscal Quarter” contained in Section 6.2(b) of the Loan Agreement are hereby amended to read “month”. In addition, the portion of Section 6.2(b) of the Loan Agreement that reads as follows:

“ (iv) if at any time during such Fiscal Quarter the sum of the Credit Extensions under Sections 2.1.1, 2.1.2, 2.1.3 and 2.1.4

exceeds $12,000,0000, a duly completed Borrowing Base Certificate signed by a Responsible Officer of each Borrower and Parent”,

is hereby amended to read as follows:

“(iv)  if at any time during such month the sum of (i) the outstanding balance of all Advances, plus (ii) the amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) plus an amount equal to the Letter of Credit Reserves, plus (iii) the amounts used for Cash Management Services, and plus (iv) the FX Reserve, exceeds $12,000,0000, a duly completed Borrowing Base Certificate signed by a Responsible Officer of each Borrower and Parent”.

           2.13 Section 6.2(c) (Collateral Audits). Section 6.2(c) of the Loan Agreement reads as follows:

“(c)    Allow Bank to audit each Borrower’s Collateral at Borrowers’ expense. (Without limitation on the foregoing, Borrowers shall cooperate with Bank completing, within 90 days after the Effective Date, an audit of each Borrower’s Collateral and books and records.)”

Section 6.2(c) is hereby amended to read as follows:

“(c)  Allow Bank to audit each Borrower’s Collateral at Borrowers’ expense (i) annually at such times as Bank shall reasonably request if the High Level Use Date has not occurred, and (ii) semi-annually