EXHIBIT 10.1


SIXTH
AMENDMENT TO CREDIT AGREEMENT AND WAIVER


THIS
SIXTH AMENDMENT TO CREDIT AGREEMENT  AND WAIVER (this “Amendment”), dated
as of October 25, 2006, 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 and that certain Fifth Amendment to Credit
Agreement dated as of June 7, 2006 (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.            Certain Events
of Default have occurred and are continuing as a result of Borrower’s failure
to (i) achieve EBITDA of $(31,000,000) or more for the 12-month period ending
September 30, 2006, as required pursuant to Section 6.16(a)(i) of the Credit
Agreement and (ii) notify Agent of the occurrence of an Event of Default due to
the Borrowers’ entering into amendments to the WF Credit Agreement and WF
Security Agreement which were not approved by Agent, as required under item (n)
of Schedule 5.3 to the Credit Agreement (collectively, the “Known Existing
Defaults”).


C.            Borrower has requested that Agent
and the Lenders waive the Known Existing Defaults and amend the Credit
Agreement on the terms and conditions set forth herein.


D.            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.             Amendments 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 March 31, 2007 (the “Maturity Date”).”


(b)           Schedule 4.19 to the Credit Agreement
is hereby replaced with the Schedule 4.19 to this Amendment.










 



(c)           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:




	
   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

  
	
   

  	
   

  
	
  $(5,050,000)

  	
  For the 3 month
  period

  ending March 31, 2007”

  






 


(d)           The defined term “Availability Block”
contained in Schedule 1.1 to the Credit Agreement is hereby amended and
restated to read as follows:


“ ‘Availability Block’ means the amount of
$25,000,000.”


(e)           The defined term “WF Credit Agreement”
contained in Schedule 1.1 to the Credit Agreement is hereby amended and
restated to read as follows:


“ ‘WF Credit Agreement’
means that certain Credit Agreement, dated as of March 17, 2003, entered into
by and between Borrower and Wells Fargo, as amended by that certain First
Amendment to Credit Agreement, dated December 3, 2004, by and between Borrower
and Wells Fargo, as the same may be further amended, supplemented, waived or
modified from time to time, pursuant to documents in form and substance
satisfactory to Agent.”



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(f)            The defined term “WF Credit
Documents” contained in Schedule 1.1 to the Credit Agreement is hereby
amended and restated to read as follows:


“ ‘WF Credit Documents’
means, collectively, the WF Credit Agreement, the WF Security Agreement, the WF
Control Agreement, that certain Standby Letter of Credit Agreement, dated as of
October 18, 2002, by and between Wells Fargo and Borrower, as amended by that
certain Addendum dated as of October 18, 2002, by and between Wells Fargo and
Borrower, and any other document related thereto or amendments thereof in form
and substance satisfactory to Agent.”


(g)           The defined term “WF Security
Agreement” contained in Schedule 1.1 to the Credit Agreement is hereby
amended and restated to read as follows:


“ ‘WF Security
Agreement’ means that certain Security Agreement; Securities Account, dated
as of December 3, 2004, by and between Borrower and Wells Fargo, as amended by
that certain Addendum to Security Agreement: Securities Account, dated as of
December 3, 2004, and by that certain Amended and Restated Addendum to Security
Agreement: Securities Account, dated as of September 28, 2006, by and between
Borrower and Wells Fargo, as the same may be further amended, supplemented,
waived or modified from time to time, pursuant to documents in form and
substance satisfactory to Agent.”


2.             Waiver of Known Existing
Defaults.  Agent, on behalf of the
Lenders, hereby waives enforcement of its and the Lender Group’s rights against
Borrower arising from the Known Existing Defaults; provided, however,
nothing herein shall be deemed a waiver with respect to any other or future
failure of Borrower to comply fully with Sections 5.3 or 6.16(a)(i) of the
Credit Agreement (as amended or modified by this Amendment).  This waiver shall be effective only for the
specific defaults comprising the Known Existing Defaults, and in no event shall
this waiver be deemed to be a waiver of enforcement of Agent’s or any other
member of the Lender Group’s rights with respect to any other Defaults or
Events of Default now existing or hereafter arising.  Nothing contained in this Amendment nor any
communications between Borrower and Agent or any other member of the Lender
Group shall be a waiver of any rights or remedies such Persons have or may have
against Borrower, except as specifically provided herein.  Except as specifically provided herein, Agent
hereby reserves and preserves all of its and the Lender Group’s rights and
remedies against Borrower under the Credit Agreement and the other Loan
Documents


3.             Accommodation Fees.  In consideration of the agreements and the
waiver set forth herein, Borrower agrees to pay to Agent, for the benefit of
the Lenders the following non-refundable fees: (a) a fee in the amount of
$30,000, fully-earned as of and due and payable in full on the date of this
Amendment (the “Initial Accommodation Fee”) and (b) a monthly fee of
$25,000 (the “Monthly Accommodation Fee”), which fee shall be due and
payable, in arrears, on the last day of each month (commencing January 31,
2007) and on the Termination Date (as defined in the Fee Letter); provided,
however, that (i) such fee that is due, in arrears, on the Termination
Date shall be an amount equal to (A) $25,000 times
(B) the result of the total number of days in the month that elapsed to and
including the Termination Date divided by
the total number of days in the month the Termination Date occurred; provided,
further, however, in the event that, for any month for which a
Monthly Accommodation Fee is due, the Borrower and its Subsidiaries exclusively
utilized the foreign exchange services of Wells Fargo (or a division thereof)
for all of their foreign exchange transactions during such month, the Monthly
Accommodation Fee for such month shall be $0.


4.             Effectiveness of this Amendment.  Agent must have received the following items,
in form and content acceptable to Agent, before this Amendment, and the waivers
provided for herein are effective.


(a)           Executed Amendments.  This Amendment and an amendment to the Fee
Letter in form and substance satisfactory to Agent, each fully executed in a sufficient
number of counterparts for distribution to all parties.


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



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


(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.


5.             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 any amendment to any
other Loan Document referenced herein, 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 and any amendment to any other Loan Document
referenced herein have been duly approved by all necessary corporate action and
no other corporate proceedings are necessary to consummate such transactions.


(b)           Enforceability.  This Amendment and any amendment to any other
Loan Document referenced herein have been duly executed and delivered by
Borrower.  This Amendment and each Loan
Document (as amended or modified hereby and by any amendments thereto referenced
herein) 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 and any amendment to any other Loan Document referenced herein
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.  After giving effect to the waiver contained
in this Amendment, no event has occurred and is continuing that constitutes a
Default or an Event of Default.


(f)            No Duress.  This Amendment and any amendment to any other
Loan Document referenced herein have been entered into without force or duress,
of the free will of Borrower.  Borrower’s
decision to enter into this Amendment and any amendment to any other Loan
Document referenced herein 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 and any amendment to any other Loan Document referenced herein, 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.


6.             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.


7.             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.



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8.             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.


(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.


9.             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.


10.           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.


11.           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.


12.           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.


13.           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

  



 



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SCHEDULE 4.19


1.  Indebtedness
arising under the WF Credit Documents, as the same have been provided to Agent
and as the same may be amended on terms satisfactory to Agent.