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
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