exv10w1






EXHIBIT 10.1




AMENDMENT NO. 4 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     AMENDMENT NO. 4 dated as of April 28, 2010 (“Amendment”) between VIRCO MFG.
CORPORATION, a Delaware corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL
ASSOCIATION (the “Bank”), amending the Second Amended and Restated Credit Agreement dated
as of March 12, 2008 (as amended, restated, supplemented or otherwise modified, the “Credit
Agreement”) between the Borrower and the Bank. Terms defined in the Credit Agreement and not
otherwise defined herein are used herein as therein defined.



     WHEREAS, subject to the satisfaction of the conditions set forth herein, the Borrower and the
Bank have agreed to certain amendments to the Credit Agreement.



     NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties
hereto agree as follows:



     Section 1. Amendment to Section 5.8 of the Credit Agreement. Section 5.8 of the Credit
Agreement hereby is amended and restated in its entirety as follows:



     Section 5.8. Dividends, Distributions.




     Make any distribution or declare or pay any dividends (in cash or other property,
including stock of Borrower) on, or purchase, acquire, redeem, or retire any of Borrower’s
stock, of any class, whether now or hereafter outstanding (each, a “Restricted
Payment”); provided, however, that the Borrower may make Restricted Payments in an
aggregate amount in any fiscal year not to exceed $2,500,000 so long as (a) no Default or
Event of Default has occurred and is continuing or would result therefrom, (b) Borrower
shall have delivered to Bank a Compliance Certificate, duly executed by the chief financial
officer of Borrower, demonstrating that Borrower shall be in pro forma compliance with
Sections 5.11, 5.12 and 5.13 after giving effect to the subject Restricted Payment, (c) the
aggregate amount of the Restricted Payments comprised of dividends or distributions by
Borrower made in any fiscal year does not exceed $2,000,000, and (d) immediately after
giving effect to any such Restricted Payment, Availability is not less than $5,000,000.



     Section 2. Amendment to Section 5.12 of the Credit Agreement. Section 5.12 of the Credit
Agreement hereby is amended and restated in its entirety as follows:



     Section 5.12. Minimum Consolidated Fixed Charge Coverage Ratio.




     Permit the Consolidated Fixed Charge Coverage Ratio (i) measured as of the end of each
fiscal quarter of each fiscal year (other than the fiscal quarter ended April 30,



 









 







2010), to be less than 2.50 to 1.00, and (ii) as of the end of the fiscal quarter ended
April 30, 2010, to be less than 2.25 to 1.00.



     Section 3. Amendment to Section 5.13 of the Credit Agreement. The table appearing in Section
5.13 of the Credit Agreement hereby is amended and restated in its entirety as follows:



	 	 	 
	 	 	Maximum Consolidated
	Applicable Fiscal Quarter	 	Leverage Ratio
	Fiscal quarter ended 

January 31, 2010
	 	1.75 to 1.00
	 	 	 
	Fiscal quarter ended 

April 30, 2010
	 	6.00 to 1.00
	 	 	 
	Fiscal quarter ended 

July 31, 2010
	 	6.00 to 1.00
	 	 	 
	Fiscal quarter ended 

October 31, 2010
	 	1.25 to 1.00
	 	 	 
	Fiscal quarter ended 

January 31, 2011
	 	1.75 to 1.00
	 	 	 
	Fiscal quarter ended 

April 30, 2011
	 	5.00 to 1.00
	 	 	 
	Fiscal quarter ended 

July 31, 2011
	 	6.00 to 1.00
	 	 	 
	Fiscal quarter ended 

October 31, 2011
	 	1.25 to 1.00
	 	 	 
	Fiscal quarter ended 

January 31, 2012
	 	1.75 to 1.00






     Section 4. Consent to Amendments. The Guarantor hereby acknowledges and consents to this
Amendment, and affirms and acknowledges that the Guaranty and each other



 









 




Loan Document to which it is a party remains in full force and effect and that such Person
remains obligated thereunder without defense, offset or counterclaim of any kind whatsoever, as if
such Guaranty or other Loan Document were executed and delivered to the Bank on the date hereof.




     Section 5. Representations and Warranties. To induce the Bank to enter into this Amendment,
the Borrower represents and warrants to the Bank that:




     (a) Representations and Warranties in Credit Agreement. Each of the
representations and warranties of the Borrower and its Subsidiaries contained in the Credit
Agreement, the other Loan Documents or in any document or instrument delivered pursuant to
or in connection with the Credit Agreement (i) were true and correct when made and
(ii) after giving effect to this Amendment, continue to be true and correct on the date
hereof (except to the extent that such representations and warranties relate expressly to an
earlier date).




     (b)
Authority. The execution and delivery by the Borrower of this Amendment and the
performance by the Borrower of its obligations under this Amendment (i) are within its power
and authority, (ii) have been duly authorized by all necessary proceedings, (iii) do not and
will not conflict with or result in any breach or contravention or any provision of law,
statute, rule or regulation to which the Borrower is subject or any judgment, order, writ,
injunction, license or permit applicable to the Borrower so as to materially adversely
affect the assets, business or any activity of the Borrower, (iv) do not conflict with any
provision of the certificate of incorporation or bylaws of the Borrower or any agreement or
other instrument binding upon the Borrower, (v) do not and will not require any waivers,
consents or approvals by any of its creditors which have not been obtained, or (vi) do not
and will not require any approval which has not been obtained.




     (c)
Enforceability of Obligations. This Amendment and the Credit Agreement, as
amended hereby, constitute the legal, valid and binding obligations of the Borrower
enforceable against the Borrower in accordance with its terms, except as enforceability is
limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or
affecting generally the enforcement of creditors’ rights and except to the extent that
availability of the remedy of specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding therefor may be brought.




     (d) No Event of Default. No Event of Default or Default has occurred and is
continuing.



     Section 6. Conditions to Effectiveness. This Amendment shall become effective on the date
when the following conditions precedent have been satisfied:




     (a) The Borrower, the Guarantor and the Bank shall have delivered an executed
counterpart of this Amendment.



 









 






     (b) The representations and warranties set forth in Section 5 hereof shall be true and
correct on the effective date of this Amendment.




     (c) No injunction, writ, restraining order, or other order of any nature prohibiting,
directly or indirectly, the consummation of the transactions contemplated herein shall have
been issued and remain in force by any Governmental Authority against the Borrower, any
Guarantor or the Bank.




     (d) The Borrower shall have paid all reasonable out-of-pocket costs and expenses of the
Bank, to the extent invoices therefor have been presented.




     (e) All other documents and legal matters in connection with the transactions
contemplated by this Amendment shall have been delivered or executed or recorded and shall
be in form and substance satisfactory to the Bank.



     Section 7. Admissions and Acknowledgments. The Borrower and the Guarantor expressly
acknowledges and agrees with each of the following:




     (a) That such Person does not dispute the validity or enforceability of any of the Loan
Documents or any of their respective obligations under any of the foregoing, or the
validity, priority, enforceability, scope or extent of any charge, Lien, security interest
or any other encumbrance of the Bank in, on or against any of the Collateral in any
judicial, administrative or other proceeding;




     (b) That such Person shall not challenge or dispute the validity of any of its
obligations under the Loan Documents to which it is party or any other obligations incurred
by such Person pursuant to the Loan Documents; and




     (c) That the Indebtedness evidenced by the Loan Documents is secured by first priority,
non-avoidable, perfected, valid and enforceable liens on and security interests in the
Collateral, subject only to Permitted Liens.



     Section 8. Reference to and Effect on Loan Documents.




     (a) Upon the effectiveness of this Amendment, on and after the date hereof, each
reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of
like import, and each reference in the other Loan Documents to the Credit Agreement, shall
mean and be a reference to the Credit Agreement as amended hereby.




     (b) Except as expressly set forth herein, this Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies
of the Bank under the Credit Agreement or any other Loan Document, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, all of which are
ratified and affirmed in all respects and shall continue in full force and effect.



 









 






     (c) Nothing herein shall be deemed to entitle the Borrower or any Guarantor to a
waiver, amendment, modification or other change of any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any other Loan
Document in similar or difference circumstances.




     (d) This Amendment shall be a Loan Document for all purposes.



     Section 9. Benefits of Amendment. The terms and provisions of this Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns to
the extent contemplated by the Credit Agreement.



     Section 10. Interpretation. The Article and Section headings used in this Amendment are for
convenience of reference only and shall not affect the construction hereof.



     Section 11. Execution in Counterparts. This Amendment may be executed in any number of
counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall constitute but one and the same
Amendment. Faxed signatures of this Amendment shall be binding for all purposes.



     Section 12. Severability. If any provision of this Amendment shall be held to be invalid,
illegal or unenforceable under applicable law in any jurisdiction, such provision shall be
ineffective only to the extent of such invalidity, illegality or unenforceability, which shall not
affect any other provisions hereof or the validity, legality and enforceability of such provision
in any other jurisdiction.



     Section 13. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California. The arbitration provisions of Section 7.11 of the Credit
Agreement are incorporated herein by reference.



     Section 14. Expenses. The Borrower agrees to pay the reasonable out-of-pocket expenses of the
Bank, including but not limited to the reasonable fees, charges and disbursements, including but
not limited to the fees, charges and disbursements of Gibson, Dunn & Crutcher LLP, special counsel
for the Bank, incurred in connection with the preparation, negotiation, execution and delivery of
this Amendment and any subsequent waiver, amendment or modification of the Credit Agreement or any
other Loan Document and the security arrangements in connection herewith or therewith.



     Section 15. No Course of Dealing. The execution and delivery of this Amendment shall not
establish a course of dealing among the Bank, the Borrower and the Guarantors or in any other way
obligate the Bank to hereafter provide any further amendments, waivers, or consents of any kind to
the Borrower and the Guarantors.



     Section 16. Arm’s Length Agreement. Each of the parties to this Amendment agrees and
acknowledges that this Amendment has been negotiated in good faith, at arm’s length, and not by any
means forbidden by law.



 









 





     Section 17. Entire Agreement. This Amendment together with all other instruments, agreements,
and certificates executed by the parties in connection herewith or with reference thereto, embody
the entire understanding and agreement between the parties hereto and thereto with respect to the
subject matter hereof and thereof and supercede all prior agreements, understandings, and
inducements, whether express or implied, oral or written.



[Signature Pages Follow]




 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
as of the date first set forth above.



	 	 	 	 	 
	 	VIRCO MFG. CORPORATION,

        as the Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	Robert E. Dose 	 
	 	 	Title:  	Vice President - Finance, Secretary and Treasurer 	 
	 
	 	VIRCO, INC.,

        as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Robert E. Dose 	 
	 	 	Title:  	Vice President - Finance, Secretary and Treasurer 	 
	 



[Signature Page to Amendment No. 4 to Second Amended and Restated Credit Agreement]





 









 





	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	Mehdi Emrani 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Amendment No. 4 to Second Amended and Restated Credit Agreement]