Exhibit 10.27
 AMENDMENT NO. 3 TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 AMENDMENT NO. 3 Amendment VIRCO MFG.
CORPORATION Borrower WELLS FARGO BANK, NATIONAL
ASSOCIATION Bank Credit
Agreement
   Section 1. Amendment to Section 5.5 of the Credit Agreement.
 Merger, Consolidation, Transfer Of Assets
      Section 2. Amendment to Section 5.10 of the Credit Agreement.
 Annual Clean Down
  Section 3. Amendment to Section 5.11 of the Credit Agreement.
 Minimum Net Income




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Section 4. Amendment to Section 5.13 of the Credit Agreement.
 Maximum ConsolidatedApplicable Fiscal Quarter
    
    Leverage RatioFiscal quarter ended 
January 31, 2010
    
    1.75 to 1.00Fiscal quarter ended 
April 30, 2010
    
    5.00 to 1.00Fiscal quarter ended 
July 31, 2010
    
    6.00 to 1.00Fiscal quarter ended 
October 31, 2010
    
    1.25 to 1.00Fiscal quarter ended 
January 31, 2011
    
    1.75 to 1.00Fiscal quarter ended 
April 30, 2011
    
    5.00 to 1.00Fiscal quarter ended 
July 31, 2011
    
    6.00 to 1.00Fiscal quarter ended 
October 31, 2011
    
    1.25 to 1.00Fiscal quarter ended 
January 31, 2012
    
    1.75 to 1.00
 Section 5. Amendments to Annex A to the Credit Agreement .
 Line of Credit Termination Date
 Maximum Line of Credit Amount
    2




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Section 6. Restatement of Exhibit. Exhibit A Exhibit A
 Section 7. Consent to Merger. MGMT
Merger
 Section 8. Consent to Amendments .
 Section 9. Representations and Warranties.
 Representations and Warranties in Credit Agreement
 Authority
 Enforceability of Obligations
 3




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No Event of Default
 Section 10. Conditions to Effectiveness.
           Section 11. Admissions and Acknowledgments.
   4




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Section 12. Reference to and Effect on Loan Documents.
     Section 13. Benefits of Amendment .
 Section 14. Interpretation .
 Section 15. Execution in Counterparts .
 Section 16. Severability .
 Section 17. Governing Law .
 Section 18. Expenses .
 Section 19. No Course of Dealing.
 5




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Section 20. Arms Length Agreement.
 Section 21. Entire Agreement.
   VIRCO MFG. CORPORATION,
          as the BorrowerBy:
    /s/ Robert E. DoseName:
    Robert E. DoseTitle:
    Vice President - Finance, Secretary and
TreasurerVIRCO, INC.,
          as a GuarantorBy:
    /s/ Robert E. DoseName:
    Robert E. DoseTitle:
    Vice President - Finance, Secretary and
TreasurerWELLS FARGO BANK, NATIONAL ASSOCIATIONBy:
    /s/ Randy ReppName:
    Randy ReppTitle:
    Senior Vice President 6




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EXHIBIT A
FORM OF LINE OF CREDIT NOTE
  EXHIBIT B
FORM OF MEMORANDUM OF MODIFICATION
   $50,000,000
    
    West Covina, CaliforniaOriginal date: July 31, 2008, asamended and restated on March 27, 2009Amended and Restated as of: January 29, 2010
 Borrower Bank
 Note Credit Agreement
   Applicable Margin per annum
 Trailing 12 monthTier
    
    Consolidated EBITDA
    
    LIBOR Margin
    
    Base Rate MarginI
    

    <$10,000,000
    
    
    
    3.50
    
    
    
    1.00II

    $
    10,000,000 to $14,999,999
    
    
    
    3.25
    
    
    
    0.75III
    

    > $15,000,000
    
    
    
    3.00
    
    
    
    0.50
 provided, however
 7




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Base Rate
 Daily One Month LIBOR
 Federal Funds Rate
 Fixed Rate Term provided however, provided further,
 LIBOR
 LIBOR =
    
    Base LIBOR100% - LIBOR Reserve Percentage
 Base LIBOR
 LIBOR Reserve Percentage
 Prime Rate
 8




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Interest per
annum plus per annum plus
 Selection of Interest Rate Options provided, however,
 Taxes and Regulatory Costs
 Payment of Interest
 Default Interest
  Borrowing and Repayment
 9




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provided however,
 Advances
 Application of Payments
  Base Rate
 LIBOR provided, however,
     10




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Obligations Joint and Several
 Governing Law
  11




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VIRCO MFG. CORPORATIONBy:Title: 12




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THIS INSTRUMENT PREPARED BY:
 AND WHEN RECORDED MAIL TO:
 
 MEMORANDUM OF MODIFICATION AGREEMENT
(SHORT FORM)
  R E C I T A L S:
 A.
    
    Pursuant to the terms of a that certain Second Amended and Restated Credit Agreement dated as
of March 12, 2008 (as amended, restated, supplemented or otherwise modified, the Credit
Agreement), Lender made a loan to Borrower in the principal amount of up Sixty-Five Million
and No/100 Dollars ($65,000,000) (the Loan). The Loan is evidenced by that certain Amended
and Restated Revolving Line of Credit Note dated as of even date herewith, executed by
Borrower in favor of Lender, in the principal amount of the Loan (as amended, restated,
supplemented or otherwise modified, the Note), which Note amends and restates in its
entirety the Revolving Line of Credit Note executed by Borrower in favor of Lender on March
27, 2009, which amended and restated in its entirety that certain Revolving Line of Credit
Note executed by Borrower in favor of Lender on July 31, 2008, and is further evidenced by the
documents described in the Credit Agreement as Loan Documents. The Note is secured by,
among other things, that certain Mortgage with Absolute Assignment of Leases and Rents,
Security Agreement and Fixture Filing dated January 26, 2004 (as amended, restated,
supplemented or otherwise modified, the Original Mortgage) to and for the benefit of Lender,
which was recorded and filed in the Official Records of the County of Faulkner, Arkansas (the
Official Records) on January 28, 2004, as Document No. 2004-1700 and re-recorded and filed
February 27, 2004, as Document No. 2004-3958, and modified by that certain Modification
Agreement (Secured Loan) executed by Borrower on January 27, 2005, which was recorded and
filed in the Official Records on February 3, 2005, as Document No. 2005-2338, and by that
certain Modification Agreement (Secured Loan) executed by Borrower on December 8, 2005, which
was recorded and filed in the Official Records on December 15, 2005, as Document No.
2005-27794, and by that certain Modification Agreement (Secured Loan) executed by Borrower on
March 26, 2007, which was recorded and filed in the Official Records on April 10, 2007, as
Document No. 2007-7273.B.
    
    The Original Mortgage was amended and restated by that certain Amended and Restated Mortgage
with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated
March 12, 2008 (as amended, restated, supplemented or otherwise modified, the Amended and
Restated Mortgage) and recorded and filed in the Official Records on March 18, 2008 as
Document No. 2008-4858, and re-recorded and filed October 16, 2008, as Document No.
2008-20134; as modified by that certain Partial Release Deed dated September 29, 2008 and
recorded and filed in the Official Records on October 6, 2008 as Document No. 2008-19527.
 13




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C.
    
    The Amended and Restated Mortgage was amended and restated by that certain Second Amended and
Restated Mortgage with Absolute Assignment of Leases and Rents, Security Agreement and Fixture
Filing dated as of March 26, 2009 (as amended, restated, supplemented or otherwise modified,
the Second Amended and Restated Mortgage) and recorded and filed in the Official Records on
April 9, 2009 as Document No. 2009-6306.D.
    
    On July 31, 2008, Borrower and Lender entered into that certain Amendment No. 1 to Second
Amended and Restated Credit Agreement (the First Modification Agreement), which modified and
amended certain provisions of the Loan Documents.E.
    
    On March 27, 2009, Borrower and Lender entered into that certain Amendment No. 2 to Second
Amended and Restated Credit Agreement (the Second Modification Agreement), which modified
and amended certain provisions of the Loan Documents.F.
    
    Borrower and Lender have entered into that certain Amendment No. 3 to Second Amended and
Restated Credit Agreement of even date herewith (the Third Modification Agreement), pursuant
to which Borrower and Lender agreed to modify certain terms and provisions of the Loan
Documents.G.
    
    Unless otherwise defined, capitalized terms used herein shall have the meanings attributed to
such terms in the Loan Documents.
  Memorandum of Third Modification Agreement
 Third Modification Agreement
 Counterparts
  14




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LENDER
WELLS FARGO BANK,
NATIONAL ASSOCIATIONBy:Randy ReppIts: Senior Vice PresidentBORROWER
VIRCO MFG. CORPORATION,
a Delaware corporationBy:Robert E. DoseIts: Vice President - Finance, Secretary and Treasurer  15




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STATE OF CALIFORNIA
    
    )COUNTY OF
    
    
    
    )
 
   
  STATE OF CALIFORNIA
    
    )COUNTY OF
    
    
    
    )
 
   
  16