EXHIBIT
10.1


EIGHTH
AMENDMENT TO CREDIT AGREEMENT


THIS
EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”),
dated as of March 28, 2007, is entered into by and among the lenders identified
on the signature pages hereof (such lenders, together with their respective
successors and permitted assigns, are referred to hereinafter each individually
as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California
corporation, as administrative agent for the persons designated in the Credit
Agreement referred to below (in such capacity, together with its successors and
assigns in such capacity, “Agent”), and INFOCUS CORPORATION, an Oregon corporation (“Borrower”).


RECITALS


A.                                   Borrower, Agent and the Lenders have previously entered into that
certain Credit Agreement dated as of October 25, 2004, as amended by that
certain First Amendment to Credit Agreement, Security Agreement and Waiver,
dated as of December 3, 2004, that certain Second Amendment to Credit
Agreement, dated as of December 13, 2004, that certain Third Amendment to
Credit Agreement and Waiver dated May 6, 2005, that certain Fourth Amendment to
Credit Agreement, Second Amendment to Security Agreement and Waiver dated
November 4, 2005, that certain Fifth Amendment to Credit Agreement dated as of
June 7, 2006, that certain Sixth Amendment to Credit Agreement and Waiver dated
as of October 25, 2006, and that certain Seventh Amendment to Credit Agreement
and Waiver dated as of February 6, 2007 (as so amended or otherwise modified or
supplemented from time to time, the “Credit Agreement”), pursuant to
which the Lenders have made certain loans and financial accommodations
available to Borrower.  Terms used herein
without definition shall have the meanings ascribed to them in the Credit
Agreement.


B.                                     The Lenders, Agent and Borrower now wish to further amend the Credit
Agreement on the terms and conditions set forth herein.


C.                                     Borrower
is entering into this Amendment with the understanding and agreement that,
except as specifically provided herein, none of Agent’s or any member of the
Lender Group’s rights or remedies set forth in the Credit Agreement or any
other Loan Document is being waived or modified by the terms of this Amendment.


AGREEMENT


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:


1.                                       Amendment
to Credit Agreement.


(a)                                  The
first sentence of Section 3.3 of the Credit Agreement is hereby amended and
restated to read as follows:


“This Agreement
shall continue in full force and effect for a term ending on August 31, 2007
(the “Maturity Date”).”


(b)                                 Section
6.16(a)(i) of the Credit Agreement is hereby amended and restated to read as
follows:


“(i)                              Minimum EBITDA. 
EBITDA, measured on a month-end basis, of at least the required amount
set forth in the following table for the applicable period set forth opposite
thereto:



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  Applicable Amount

  	
   

  	
  Applicable Period

  
	
  $

  	
  1,200,000

  	
   

  	
  For the 3 month period ending December 31, 2004

  
	
  $

  	
  2,100,000

  	
   

  	
  For the 6 month period ending March 31, 2005

  
	
  $

  	
  (29,250,000

  	
  )

  	
  For the 9 month period ending June 30, 2005

  
	
  $

  	
  (38,500,000

  	
  )

  	
  For the 12 month period ending September 30, 2005

  
	
  $

  	
  (92,500,000

  	
  )

  	
  For the 12 month period ending December 31, 2005

  
	
  $

  	
  (80,500,000

  	
  )

  	
  For the 12 month period ending March 31, 2006

  
	
  $

  	
  (61,500,000

  	
  )

  	
  For the 12 month period ending June 30, 2006

  
	
  $

  	
  (31,000,000

  	
  )

  	
  For the 12 month period ending September 30, 2006

  
	
  $

  	
  (5,350,000

  	
  )

  	
  For the 3 month period ending December 31, 2006

  
	
  $

  	
  (11,100,000

  	
  )

  	
  For the 3 month period ending March 31, 2007

  
	
  $

  	
  (7,400,000

  	
  )

  	
  For the 3 month period ending June 30, 2007”

  






 


2.                                       Amendment
Fee.  In consideration of the
agreements set forth herein, Borrower agrees to pay to Agent, for the benefit
of the Lenders, a non-refundable amendment fee in the amount of $15,000 (the “Amendment
Fee”), which fee is fully-earned as of and due and payable on the date of
this Amendment.


3.                                       Effectiveness
of this Amendment.  Agent must have
received the following items, in form and content acceptable to Agent, before
this Amendment is effective.


(a)                                  Executed
Amendment.  This Amendment, fully
executed in a sufficient number of counterparts for distribution to all
parties.


(b)                                 Payment
of Amendment Fee.  The Amendment Fee,
which fee may be paid as a charge to Borrower’s Loan Account.


(c)                                  Representations
and Warranties.  The representations
and warranties contained herein shall be true and correct as of the date
hereof.



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(d)                                 Other
Documents and Legal Matters.  All
other documents and legal matters in connection with the transactions
contemplated by this Amendment shall have been delivered or executed or
recorded.


4.                                       Representations
and Warranties.  Borrower represents
and warrants as follows:


(a)                                  Authority.  Borrower has the requisite corporate power
and authority to execute and deliver this Amendment, and to perform its
obligations hereunder and under the Loan Documents (as amended or modified
hereby and by any amendments thereto referenced herein) to which it is a
party.  The execution, delivery and
performance by Borrower of this Amendment have been duly approved by all
necessary corporate action and no other corporate proceedings are necessary to
consummate such transactions.


(b)                                 Enforceability.  This Amendment has been duly executed and
delivered by Borrower.  This Amendment
and each Loan Document (as amended or modified hereby) are the legal, valid and
binding obligation of Borrower, enforceable against Borrower in accordance with
its terms, and is in full force and effect.


(c)                                  Representations
and Warranties.  After giving effect
to this Amendment, the representations and warranties contained in each Loan
Document (other than any such representations or warranties that, by their
terms, are specifically made as of a date other than the date hereof) are
correct on and as of the date hereof as though made on and as of the date
hereof.


(d)                                 Due
Execution.  The execution, delivery
and performance of this Amendment are within the power of Borrower, have been
duly authorized by all necessary corporate action, have received all necessary
governmental approval, if any, and do not contravene any law or any contractual
restrictions binding on Borrower.


(e)                                  No
Default.  No event has occurred and
is continuing that constitutes a Default or an Event of Default.


(f)                                    No
Duress.  This Amendment has been
entered into without force or duress, of the free will of Borrower.  Borrower’s decision to enter into this
Amendment is a fully informed decision and Borrower is aware of all legal and
other ramifications of such decision.


(g)                                 Counsel.  Borrower has read and understands this
Amendment, has consulted with and been represented by legal counsel in
connection herewith and therewith, and has been advised by its counsel of its
rights and obligations hereunder and thereunder.


5.                                       Choice
of Law.  The validity of this
Amendment, its construction, interpretation and enforcement, the rights of the
parties hereunder, shall be determined under, governed by, and construed in
accordance with the internal laws of the State of New York  governing contracts only to be performed
in that State.


6.                                       Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties and separate counterparts, each of
which when so executed and delivered, shall be deemed an original, and all of
which, when taken together, shall constitute one and the same instrument.  Delivery of an executed counterpart of a
signature page to this Amendment by telefacsimile or other similar method of
electronic transmission shall be effective as delivery of a manually executed
counterpart of this Amendment.


7.                                       Reference
to and Effect on the Loan Documents.


(a)                                  Upon
and after the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
referring to the Credit Agreement, and each reference in the other Loan
Documents to “the Credit Agreement”, “thereof” or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement as modified and amended hereby.



 3
 









(b)                                 Except
as specifically amended above, the Credit Agreement and all other Loan
Documents, are and shall continue to be in full force and effect and are hereby
in all respects ratified and confirmed and shall constitute the legal, valid,
binding and enforceable obligations of Borrower to the Lender Group.


(c)                                  The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
the Agent and Lender Group under any of the Loan Documents, nor constitute a
waiver of any provision of any of the Loan Documents.


(d)                                 To
the extent that any terms and conditions in any of the Loan Documents shall
contradict or be in conflict with any terms or conditions of the Credit
Agreement, after giving effect to this Amendment, such terms and conditions are
hereby deemed modified or amended accordingly to reflect the terms and
conditions of the Credit Agreement as modified or amended hereby.


8.                                       Ratification.  Borrower hereby restates, ratifies and
reaffirms each and every term and condition set forth in the Credit Agreement,
as amended hereby, and the Loan Documents effective as of the date hereof.


9.                                       Estoppel.  To induce Agent and Lender Group to enter
into this Amendment and to continue to make advances to Borrower under the
Credit Agreement, Borrower hereby acknowledges and agrees that, as of the date
hereof, there exists no right of offset, defense, counterclaim or objection in
favor of Borrower as against any member of the Lender Group with respect to the
Obligations.


10.                                 Integration.  This Amendment, together with the other Loan
Documents, incorporates all negotiations of the parties hereto with respect to
the subject matter hereof and is the final expression and agreement of the
parties hereto with respect to the subject matter hereof.


11.                                 Severability.  In case any provision in this Amendment shall
be invalid, illegal or unenforceable, such provision shall be severable from
the remainder of this Amendment and the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.


12.                                 Submission
of Amendment.  The submission of this
Amendment to the parties or their agents or attorneys for review or signature
does not constitute a commitment by Agent or any of the Lenders to waive any of
their rights and remedies under the Loan Documents, and this Amendment shall
have no binding force or effect until all of the conditions to the
effectiveness of this Amendment have been satisfied as set forth herein.



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IN WITNESS WHEREOF, the
parties have entered into this Amendment as of the date first above written.


	
   

  	
  INFOCUS CORPORATION,

  
	
   

  	
  an Oregon corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Roger Rowe

  	
   

  
	
   

  	
  Name:  Roger Rowe

  
	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO FOOTHILL, INC.,

  
	
   

  	
  a California corporation, as Agent and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Thomas Forbath

  	
   

  
	
   

  	
  Name:  Thomas Forbath

  
	
   

  	
  Title:  Vice President

  
					



 


Signature Page to Eighth Amendment to Credit Agreement