EXHIBIT 10.1
 AMENDMENT NO. 6 TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 AMENDMENT NO. 6 Amendment VIRCO MFG. CORPORATION Borrower WELLS FARGO BANK, NATIONAL ASSOCIATION Bank Credit Agreement
   Section 1. Amendment to Section 1.1(b) of the Credit Agreement.
 Section 2. Amendment to Section 5.8 of the Credit Agreement.
 Dividends, Distributions
 Restricted Payment provided, however
 Section 3. Amendment to Section 5.10 of the Credit Agreement.
 Section 4. Amendment to Section 5.11 of the Credit Agreement.
 Minimum Net Income
  Fiscal Quarter Ending
    
    Minimum Net IncomeOctober 31, 2010
    
    $(700,000)January 31, 2011
    
    $(6,100,000)April 30, 2011
    
    $(5,600,000)July 31, 2011
    
    $6,200,000October 31, 2011
    
    $2,900,000January 31, 2012
    
    $(4,800,000)
 1




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Section 5. Amendment to Section 5.12 of the Credit Agreement.
 [Reserved]
 Section 6. Amendment to Section 5.13 of the Credit Agreement.
 Maximum Leverage Ratio
  Applicable Fiscal Quarter
    
    Maximum Leverage RatioFiscal quarter ended 
January 31st of each fiscal year
    
    1.25 to 1.00Fiscal quarter ended 
April 30th of each fiscal year
    
    1.75 to 1.00Fiscal quarter ended 
July 31st of each fiscal year
    
    1.75 to 1.00Fiscal quarter ended 
October 31st of each fiscal year
    
    1.25 to 1.00
 Section 7. Amendment to Annex A to the Credit Agreement .
 Consolidated Leverage Ratio minus plus plus
 Maximum Line of Credit Amount
 st st
 st th
 st st
 st st
 2




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Tangible Net Worth plus minus minus
 Section 8. Amendment to Amended and Restated Line of Credit Note.
 Section 9. Amendment to Compliance Certificate.
 Section 10. Consent to Amendments .
 Section 11. Representations and Warranties.
 Representations and Warranties in Credit Agreement
  ty of O
 No Event of Default
 Section 12. Conditions to Effectiveness. Sixth Amendment Effective
Date
   3




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Section 13. Admissions and Acknowledgments.
    Section 14. Reference to and Effect on Loan Documents.
     Section 15. Benefits of Amendment .
 Section 16. Interpretation .
 Section 17. Execution in Counterparts .
 Section 18. Severability .
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Section 19. Governing Law .
 Section 20. Expenses .
 Section 21. No Course of Dealing.
 Section 22. Arms Length Agreement.
 Section 23. Entire Agreement.
  5




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VIRCO MFG. CORPORATION,
as the BorrowerBy:
    /s/ Robert E. DoseName:
    Robert E. DoseTitle:
    Vice President  Finance, Secretary and TreasurerVIRCO, INC.,
as the GuarantorBy:
    /s/ Robert E. DoseName:
    Robert E. DoseTitle:
    Vice President  Finance, Secretary and Treasurer




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




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$45,000,000
    
    West Covina, California
 
 Borrower Bank
 Note Credit Agreement
    Base Rate
 Daily One Month LIBOR
 Federal Funds Rate
 1




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LIBOR
 LIBOR =
    
    Base LIBOR
100%  LIBOR Reserve Percentage
 Base LIBOR
 LIBOR Reserve Percentage
 Prime Rate
  Interest per annum plus
 Reserved
 Taxes and Regulatory Costs
 Payment of Interest
 Default Interest
 2




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Borrowing and Repayment provided however,
 Advances
 Application of Payments
  Base Rate
 Reserved.
       Obligations Joint and Several
 Governing Law
  3




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VIRCO MFG. CORPORATIONBy:Title: 4




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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 quarter:
    
    $B.     federal, local and state income taxes for the fiscal quarter:
    
    $Minimum Net Income (Item A plus Item B):
    
    
    
    
    
    $
   A.     Net Income for the fiscal year:
    
    $B.     federal, local and state income taxes for the fiscal year:
    
    $Minimum Net Income (Item A plus Item B):
    
    
    
    
    
    $
 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:
    
    $




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(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:
    
    $Total Liabilities (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:
   VIRCO MFG. CORPORATIONBy:Name:Title: