SIXTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER

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:

(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 c