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:



 1
 









“(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

  
	
  $

  	
  (8,500,000)

  	
   

  	
  For the 3 month
  period 

  ending March 31, 2007

  
	
  $

  	
  (5,650,000)

  	
   

  	
  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 $
                
(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.



 2
 









(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.


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, 



 3
 









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.


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.



 4














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