Exhibit 10.31
 AMENDMENT NO. 7 TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 AMENDMENT NO. 7 Amendment VIRCO MFG.
CORPORATION Borrower WELLS FARGO BANK, NATIONAL
ASSOCIATION Bank Credit
Agreement
   Section 1. Amendment to Section 5.10 of the Credit Agreement.
 Annual Clean Down
  Section 2. Amendment to Section 5.11 of the Credit Agreement.
 Section 5.11
    
    Minimum Net Income.
 (a)
    
    For each fiscal quarter of the Borrower (subject, in the case of
the fiscal quarter ending January 31, 2011, to Section 5.11(c)) permit Net
Income plus federal, local and state income taxes as of the end of such fiscal
quarter to be less than the amount set forth opposite such fiscal quarter below:
 Fiscal Quarter Ending
    

    Minimum Net IncomeOctober 31, 2010
    

    $
    (700,000
    )January 31, 2011
    

    $
    (8,500,000
    )April 30, 2011
    

    $
    (5,600,000
    )July 31, 2011
    

    $
    6,200,000October 31, 2011
    

    $
    2,900,000January 31, 2012
    

    $
    (4,800,000
    )
 (b)
    
    For the fiscal year of the Borrower ended January 31, 2011
(subject to Section 5.11(c)), permit Net Income plus federal, local and state
income taxes as of the end of such fiscal year to be less than $(10,200,000),
and for any fiscal year of the Borrower thereafter, permit Net Income plus
federal, local and state income taxes as of the end of such fiscal year to be
less than $1.00.(c)
    
    For purposes of the calculation of Net Income for the fiscal
quarter ending January 31, 2011 pursuant to Section 5.11(a) and Net Income for
the fiscal year ended January 31,
2011 pursuant to Section 5.11(b), there shall be excluded (i) any non-cash
charges and gains resulting from any write-off of a deferred tax asset not
to exceed $14,000,000 or (ii)
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any non-cash charges or gains resulting from any conversion in
inventory valuation from LIFO to FIFO.
 Section 3. Amendment to Annex A to the Credit Agreement .
 Accounting Terms and Determinations
 Section 4. Amendment to Compliance Certificate.
 Section 5. Consent to Amendments .
 Section 6. Representations and Warranties.
 Representations and Warranties in Credit Agreement
 Authority
 Enforceability of Obligations
 No Event of Default
 Section 7. Conditions to Effectiveness. Seventh Amendment Effective
Date
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Section 8. Admissions and Acknowledgments.
    Section 9. Reference to and Effect on Loan Documents.
     Section 10. Benefits of Amendment .
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Section 11. Interpretation .
 Section 12. Execution in Counterparts .
 Section 13. Severability .
 Section 14. Governing Law .
 Section 15. Expenses .
 Section 16. No Course of Dealing.
 Section 17. Arms Length Agreement.
 Section 18. Entire Agreement.
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VIRCO MFG. CORPORATION,
as the BorrowerBy:
    /s/ Robert E. DoseName:
    Robert E. DoseTitle:
    Vice President - Finance, Secretary and
Treasurer VIRCO, INC.
as the GuarantorBy:
    /s/ Robert E. DoseName:
    Robert E. DoseTitle:
    Vice President - Finance, Secretary and
Treasurer 5




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WELLS FARGO BANK, NATIONAL ASSOCIATIONBy:
    /s/ Mehdi EmraniName:
    Mehdi EmraniTitle:
    Vice President 6




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To: WELLS FARGO BANK, NATIONAL ASSOCIATION
 Credit Agreement Borrower Bank Certificate
 Test Date
 Section 5.2  Capital Expenditures
 Section 5.11  Minimum Net Income
 A. Net Income for the fiscal quarter1:
    
    $____________B. federal, local and state income taxes for the fiscal quarter:$____________
 Item A plus Item B)
   A. Net Income for the fiscal year2:
    
    $____________B. federal, local and state income taxes for the fiscal year:$____________
 Item A plus Item B)
 
 1
    
    For purposes of the calculation of Net Income for the
fiscal quarter ending January 31, 2011, there shall be excluded (i) any
non-cash charges or gains resulting from any write-off of a deferred tax asset
not to exceed $14,000,000 and (ii) any non-cash charges or gains resulting from
any conversion in inventory valuation from LIFO to FIFO.2
    
    For purposes of the calculation of Net Income for the
fiscal year ended January 31, 2011, there shall be excluded (i) any non-cash
charges or gains resulting from any write-off of a deferred tax asset not to
exceed $14,000,000 and (ii) any non-cash charges or gains resulting from any
conversion in inventory valuation from LIFO to FIFO. 7




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st
 Section 5.13  Maximum Consolidated Leverage Ratio
 A. Total Liabilities as of the Test Date:(a) total liabilities of Borrower
and its Subsidiaries on a
consolidated basis, determined in
accordance with GAAP as of such
date:
    
    $
    ____________(b) aggregate outstanding
Indebtedness of the Borrower and
its subsidiaries that is
subordinated to the Obligations
under the Credit Agreement as of
such date:
    
    $
    ____________(c) aggregate amount of
reimbursement or other obligations
of Borrower and its Subsidiaries in
respect of letters of credit
outstanding as of such date:
    
    $
    ____________(d) aggregate amount of contingent
obligations of the Borrower and its
Subsidiaries as of such date:
    
    $
    ____________
 Item (a) minus Item (b) plus Item (c) plus Item (d)
 B. Tangible Net Worth as of the Test Date:
    
    $
    ____________(a) consolidated stockholders
equity of the Borrower and its
Subsidiaries determined in
accordance with GAAP as of such
date:
    
    $
    ____________(b) aggregate outstanding
Indebtedness of the Borrower and
its subsidiaries that is
subordinated to the Obligations
under the Credit Agreement as of
such date:
    
    $
    ____________(c) aggregate amount of intangible
assets of the Borrower and its
Subsidiaries, determined in
accordance with GAAP as of such
date:
    
    $
    ____________(d) aggregate amount of receivables
and Indebtedness owed to the
Borrower or any Subsidiary thereof
from an Affiliate of the Borrower
or its Subsidiaries (other than the
Borrower or any Subsidiary thereof)
as of such date:
    
    $
    ____________
 Tangible Net Worth (Item (a) plus Item (b) minus Item (c) minus Item (d)): $____________Consolidated Leverage Ratio (Item A divided by Item B): ____ to 1.00
  if there has been a change in generally accepted
accounting principles:
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VIRCO MFG. CORPORATIONBy:Name:Title: 9