Item 1.01 Entry into a Material Definitive Agreement.



On April 15, 2022, Virco Mfg. Corporation (the "Company") and Virco Inc., a
wholly owned subsidiary of the Company (together with the Company, the
"Borrowers"), entered into Amendment No. 2 to Amended and Restated Revolving
Credit and Security Agreement and Limited Waiver ("Amendment No. 2") with PNC
Bank, National Association, as administrative agent and lender (the "Lender").
Amendment No. 2 amended the Amended and Restated Revolving Credit and Security
Agreement, dated September 28, 2021 (the "Credit Agreement"), by and among the
Lender and the Borrowers and the secured revolving line of credit provided to
the Borrowers under the Credit Agreement (the "Revolving Credit Facility") to
reflect the following material changes:

i.extended the final maturity date of the Revolving Credit Facility from March 19, 2023 to April 15, 2027;

ii.increased the borrowing limit from $65,000,000 to $70,000,000 in July 2022 and August 2022, and increased the borrowing limit from $40,000,000 to $45,000,000 in October 2022;

iii.waived the Company's violation of the covenant to maintain a fixed charge coverage ratio of at least 1.00 for the period ended January 31, 2022;



iv.for the first and second quarters of fiscal 2023, implemented a temporary
year-to-date adjusted EBITDA covenant in lieu of testing the fixed charge
coverage ratio covenant as of such quarters, with quarterly testing of the fixed
charge coverage ratio to resume for the third fiscal quarter and thereafter;

v.permits a sale and leaseback transaction of the Company's property at 1655 Amity Road and release of the lender's pledge on the property, with the net proceeds available to be used for a proposed share repurchase;

vi.retired LIBOR pricing on the Revolving Credit Facility and replaced with BSBY index, with pricing tiers and spreads to remain the same;

vii.extended the P-card, ACH Credit, and ACH debit facilities for an additional year beyond their current maturities; and



viii.Borrowers to pay a $250,000 extension fee and $75,000 waiver and amendment
fee, with $200,000 due at closing and $125,000 due on the first anniversary of
closing.

The foregoing description of Amendment No. 2 is qualified in its entirety by the
full text of Amendment No. 2, a copy of which is filed as an exhibit to this
report and is incorporated by reference herein.

Item 2.02 Results of Operations and Financial Condition.



On April 21, 2022, the Company issued a press release reporting its financial
results for the fourth quarter and the fiscal year ended January 31, 2022. A
copy of the press release is attached hereto as Exhibit 99.1. The information in
this Item 2.02 and Exhibit 99.1 shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section, nor shall it be deemed incorporated
by reference into any filing under the Securities Act of 1933, as amended,
except as expressly set forth by specific reference in such filing.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 is hereby incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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Exhibit


          No.                 Description
Exhibit 10.3                    Amendment No. 2 to Amended and Restated

Revolving Credit and Security


                              Agreement and Limited Waiver, dated April 15,

2022, by and among Virco

Mfg. Corporation and Virco, Inc., as

borrowers, and PNC Bank, National


                              Association, as lender and administrative

agent.


Exhibit 99.1                    Press Release dated April 21, 2022.

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