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<SEC-DOCUMENT>0000950129-05-000635.txt : 20050127
<SEC-HEADER>0000950129-05-000635.hdr.sgml : 20050127
<ACCEPTANCE-DATETIME>20050127152454
ACCESSION NUMBER:		0000950129-05-000635
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20050121
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050127
DATE AS OF CHANGE:		20050127

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VIRCO MFG CORPORATION
		CENTRAL INDEX KEY:			0000751365
		STANDARD INDUSTRIAL CLASSIFICATION:	PUBLIC BUILDING AND RELATED FURNITURE [2531]
		IRS NUMBER:				951613718
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0131

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-08777
		FILM NUMBER:		05553666

	BUSINESS ADDRESS:	
		STREET 1:		2027 HARPERS WAY
		CITY:			TORRANCE
		STATE:			CA
		ZIP:			90501
		BUSINESS PHONE:		3105330474

	MAIL ADDRESS:	
		STREET 1:		P O BOX 44846
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90044
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>v05002e8vk.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML>
<HEAD>
<TITLE>Virco Mfg. Corporation - January 21, 2005</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">



<HR size="4" noshade color="#000000" style="margin-top: -5px">
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<P align="center" style="font-size: 14pt"><B>UNITED STATES</B>

<P align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<P align="center" style="font-size: 18pt"><B>FORM 8-K</B>


<P align="center" style="font-size: 12pt"><B>CURRENT REPORT</B>



<P align="center" style="font-size: 12pt"><B>Pursuant to
Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934</B>



<P align="center" style="font-size: 10pt">Date of Report (Date of earliest event reported): January&nbsp;21, 2005



<P align="center" style="font-size: 10pt">Commission file number 1-8777


<P align="center" style="font-size: 24pt"><B>VIRCO MFG. CORPORATION</B>
<P>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top">DELAWARE
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">95-1613718</TD>
</TR>
<TR style="font-size: 1px">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(IRS Employer Identification No.)</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">2027 Harpers Way, Torrance, California
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">90501</TD>
</TR>
<TR style="font-size: 1px">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(Address of principal executive officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(Zip Code)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">Registrant&#146;s telephone number, including area code (310)&nbsp;533-0474



<P align="left" style="font-size: 10pt">Check the appropriate box below if the Form&nbsp;8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:



<P align="left" style="font-size: 10pt"><FONT style="font-family: Wingdings">&#111;</FONT> Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)



<P align="left" style="font-size: 10pt"><FONT style="font-family: Wingdings">&#111;</FONT> Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)



<P align="left" style="font-size: 10pt"><FONT style="font-family: Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))



<P align="left" style="font-size: 10pt"><FONT style="font-family: Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))



<P>
<HR size="1" noshade color="#000000" style="margin-top: -2px">
<HR size="4" noshade color="#000000" style="margin-top: -10px">





<P align="center" style="font-size: 10pt">1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
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	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">Item&nbsp;1.01 Entry into a Material Definitive Agreement</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">Item&nbsp;2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">Item&nbsp;8.01 Other Events</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">Item&nbsp;9.01(c) Financial Statements, Pro Forma Financial Information and Exhibits</A></TD></TR>
<TR><TD colspan="9"><A HREF="#004">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#005">INDEX TO EXHIBITS</A></TD></TR>
<TR><TD colspan="9"><A HREF="v05002exv99w1.txt">Exhibit 99.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="v05002exv99w2.txt">Exhibit 99.2</A></TD></TR>
<TR><TD colspan="9"><A HREF="v05002exv99w3.txt">Exhibit 99.3</A></TD></TR>
<TR><TD colspan="9"><A HREF="v05002exv99w4.txt">Exhibit 99.4</A></TD></TR>
<TR><TD colspan="9"><A HREF="v05002exv99w5.txt">Exhibit 99.5</A></TD></TR>
</TABLE>
</CENTER>
<!-- /TOC -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>




<!-- link1 "Item&nbsp;1.01 Entry into a Material Definitive Agreement" -->
<DIV align="left"><A NAME="000"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;1.01 Entry into a Material Definitive Agreement</B>


<P align="left" style="font-size: 10pt">On January&nbsp;21, 2004, Virco Mfg Corporation (the &#147;Company&#148;) and Wells Fargo Bank, N.A. (the &#147;Bank&#148;)
entered into Amendment No.&nbsp;2 (the &#147;Amendment&#148;) to the Amended and Restated Credit Agreement between
the Company and the Bank, dated as of January&nbsp;27, 2004 (the &#147;Credit Facility&#148;).


<P align="left" style="font-size: 10pt">The Amendment amended the Credit Facility to provide for a $20&nbsp;million term loan and a $40&nbsp;million
revolving credit facility, with an interest rate equal to prime plus 1.5%, subject to reduction
depending on the satisfaction of certain criteria set forth in the Amendment.


<P align="left" style="font-size: 10pt">The Amendment eliminates certain leverage ratio and interest coverage ratio tests in the Credit
Agreement, including:



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">&#149;&nbsp;&nbsp;</TD>
    <TD>the &#147;<I>total liabilities to total tangible net worth</I>&#148; test set forth in Section&nbsp;5.12 of
the Credit Agreement;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">&#149;&nbsp;&nbsp;</TD>
    <TD>the &#147;<I>adjusted EBITDA coverage ratio</I>&#148; test set forth in Section&nbsp;5.13 of the Credit
Agreement; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">&#149;&nbsp;&nbsp;</TD>
    <TD>the &#147;<I>Leverage Ratio</I>&#148; test set forth in Section&nbsp;5.14 of the Credit Agreement.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">In addition, the Amendment imposes an annual clean down, requiring the Company to reduce its
outstanding obligations under the amended credit facility to $20&nbsp;million or less for at least 75
consecutive calendar days per fiscal year of the Company (which, consistent with past practices,
the Company intends to do in the fourth quarter of each fiscal year) and revises the Company&#146;s
Minimum EBITDA test to provide that the Company&#146;s &#147;<I>Consolidated EBITDA</I>&#148;, measured as of the end of
each fiscal quarter of each fiscal year, must not be less than the required amounts set forth in
the following table for the applicable periods set forth below:


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="89%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="8" style="border-bottom: 1px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%" style="border-left: 1px solid #000000">&nbsp;</TD>

    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Applicable Period</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Amount</B></TD>
    <TD width="1%" style="border-right: 1px solid #000000">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD width="1%" style="border-left: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
              <TD align="center" valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">As of the end of the first fiscal quarter of each fiscal year
for the three month period then ended
</DIV></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 1px solid #000000">($</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">4,000,000</TD>
    <TD nowrap valign="top" style="border-top: 1px solid #000000">)</TD>
    <TD width="1%" style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-left: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">As of the end of the second fiscal quarter of each fiscal
year for the six month period then ended
</DIV></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 1px solid #000000">$</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">6,000,000</TD>
    <TD nowrap valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD width="1%" style="border-left: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">As of the end of the third fiscal quarter of each fiscal year
for the nine month period then ended
</DIV></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 1px solid #000000">$</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">15,000,000</TD>
    <TD nowrap valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
</TR>


<TR valign="bottom">
    <TD width="1%" style="border-left: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">As of the end of each fiscal year for the twelve month period
then ended
</DIV></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 1px solid #000000">$</TD>
    <TD align="right" valign="top" style="border-top: 1px solid #000000">13,000,000</TD>
    <TD nowrap valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="8" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">2
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">A copy of the Amendment is attached hereto as exhibit 99.2 and is incorporated herein in its
entirety by reference.


<!-- link1 "Item&nbsp;2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant" -->
<DIV align="left"><A NAME="001"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of a Registrant.</B>


<P align="left" style="font-size: 10pt">The disclosure required by this item is included in Item&nbsp;1.01 and is incorporated herein by
reference.


<!-- link1 "Item&nbsp;8.01 Other Events" -->
<DIV align="left"><A NAME="002"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;8.01 Other Events.</B>


<P align="left" style="font-size: 10pt">On January&nbsp;26, 2005, the Company issued a press release entitled &#147;Virco Completes Financing
Arrangement for Fiscal 2005&#148;. A copy of the press release is attached hereto as Exhibit&nbsp;99.1.


<!-- link1 "Item&nbsp;9.01(c) Financial Statements, Pro Forma Financial Information and Exhibits" -->
<DIV align="left"><A NAME="003"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;9.01(c) Financial Statements, </B><B><I>Pro Forma </I></B><B>Financial Information and Exhibits.</B>



<P align="left" style="font-size: 10pt">(a)&nbsp;Financial Statements of Businesses Acquired.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.


<P align="left" style="font-size: 10pt">(b)&nbsp;P<I>ro Forma </I>Financial Information.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.


<P align="left" style="font-size: 10pt">(c)&nbsp;Exhibits.



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">99.1&nbsp;&nbsp;</TD>
    <TD>Press Release issued by Virco Mfg. Corporation on January&nbsp;26, 2005.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">99.2&nbsp;&nbsp;</TD>
    <TD>Amendment No.&nbsp;2 to Amended and Restated Credit Agreement, dated as of January&nbsp;21,
2005, between Virco Mfg. Corporation and Wells Fargo Bank, National Association.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">99.3&nbsp;&nbsp;</TD>
    <TD>Restated Exhibit&nbsp;A-1 &#150; Form of Line of Credit Note.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">99.4&nbsp;&nbsp;</TD>
    <TD>Restated Exhibit&nbsp;A-2 &#150; Form of Term Note.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">99.5&nbsp;&nbsp;</TD>
    <TD>Restated Exhibit&nbsp;C &#150; Compliance Certificate.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="004"></A></DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>


<P align="left" style="font-size: 10pt">Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>VIRCO MFG. CORPORATION</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">January 26, 2005&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Robert A. Virtue
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Robert A. Virtue&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Chief Executive Officer and<BR>

Chairman of the Board of
Directors&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
</TABLE>


<P align="center" style="font-size: 10pt">4
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<!-- link1 "INDEX TO EXHIBITS" -->
<DIV align="left"><A NAME="005"></A></DIV>

<P align="center" style="font-size: 10pt"><B>INDEX TO EXHIBITS</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Exhibit Number</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Description</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Press Release issued by Virco Mfg. Corporation on January&nbsp;26,
2005.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment No.&nbsp;2 to Amended and Restated Credit Agreement,
dated as of January&nbsp;21, 2005, between Virco Mfg. Corporation and Wells Fargo Bank, National
Association.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Restated Exhibit&nbsp;A-1-Form of Line of Credit Note.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Restated Exhibit&nbsp;A-2-Form of Term Note.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Restated Exhibit&nbsp;C-Compliance Certificate.</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

</DIV>

</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v05002exv99w1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE

                           Contact:
                           Robert A. Virtue, President & CEO
                           Douglas A. Virtue, Executive Vice President
                           Robert E. Dose, Chief Financial Officer
                           Virco Mfg. Corporation
                           (310) 533-0474

              VIRCO COMPLETES FINANCING ARRANGEMENT FOR FISCAL 2005

Torrance, California - January 26, 2005: Virco Mfg. Corporation (AMEX: VIR)
announced today that it has completed its financing arrangement for fiscal 2005
in the following letter to shareholders from Robert A. Virtue, President and
CEO:

We're again happy to report that our long relationship with Wells Fargo will
continue with a newly restructured operating loan for 2005. Our line of credit
will be increased from $57,500,000 to $60,000,000, providing additional
liquidity for peak season inventories and receivables. Terms of our new loan can
be reviewed on the SEC's EDGAR system.

Early trends for bid results, incoming orders and margins continue to be
encouraging. Because overall volume is relatively low at this time of year, a
few large orders can skew results and create misleading trends. Nonetheless, we
are seeing improvement in these three critical areas that suggest demand and
prices will both show healthy improvement in 2005.

Shipments for the fourth quarter continue to deliver disappointing margins, due
to previously reported increases in raw material and freight costs. As these
older orders work their way through the system we believe margins will gradually
return to historical levels. Full margin recovery may not occur until the second
or third quarters of 2005.

We've repeatedly explained the importance of off-season financing as part of our
ATS operating model, which builds versatile component inventories during winter
and spring for peak summer assembly and delivery. In this key strategic
activity, we believe that Wells Fargo has truly been a supportive partner to
whom we extend our thanks.

All statements in this press release that do not directly and exclusively relate
to historical facts constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements
represent the Company's intentions, plans, expectations and beliefs, and are
subject to risks, uncertainties and other factors, many of which are outside the
Company's control. These factors could cause actual results to differ materially
from such forward-looking statements. For a written description of these
factors, see the section titled "Management's Discussion and Analysis of
Financial Conditions and Results of Operations" in the Company's Form 10-Q for
the quarter ended October 31, 2004. The Company disclaims any intention or
obligation to update these forward-looking statements.

                                       6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>v05002exv99w2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.2

                               AMENDMENT NO. 2 TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

      AMENDMENT NO. 2 dated as of January 21, 2005 ("Amendment") between VIRCO
MFG. CORPORATION, a Delaware corporation (the "Borrower"), and WELLS FARGO BANK,
NATIONAL ASSOCIATION (the "Bank"), and amends the Amended and Restated Credit
Agreement dated as of January 27, 2004 (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 1.1(d) OF THE CREDIT AGREEMENT. Section
1.1(d) of the Credit Agreement hereby is amended and restated in its entirety as
follows:

            (d) On the Closing Date, the Bank made a term loan to the Borrower
      in an aggregate principal amount of $12,500,000, of which amount
      $10,937,499.98 remains outstanding immediately prior to the Second
      Amendment Effective Date (the "Original Term Loan"). On the Second
      Amendment Effective Date, the Bank agrees to make an incremental term loan
      (the "Incremental Term Loan"; and, together with the Original Term Loan,
      the "Term Loan") to the Borrower in a single borrowing in an aggregate
      principal amount not to exceed $9,062,500,02. Borrower's obligation to
      repay the Term Loan shall be evidenced by a single promissory note
      substantially in the form of Exhibit A-2 attached hereto ("Term Note"),
      all terms of which are incorporated herein by this reference. Once the
      Term Loan has been repaid it may not be reborrowed.

      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. Annual Clean Down.

            Permit the aggregate principal amount of the Obligations to exceed
      $20,000,000 for a period of 75 consecutive calendar days in any fiscal
      year of the Borrower.

      SECTION 3. AMENDMENT TO SECTION 5.13 OF THE CREDIT AGREEMENT. Section 5.13
of the Credit Agreement hereby is amended and restated in its entirety as
follows:

            Section 5.13. Minimum Revenues.

                                       7

<PAGE>

            Permit the Borrower's consolidated revenues, measured as of the end
      of each fiscal month of the Borrower, to be less than $180,000,000 for the
      twelve months then ended.

      SECTION 4. AMENDMENT TO SECTION 5.14 OF THE CREDIT AGREEMENT. Section 5.14
of the Credit Agreement hereby is amended and restated in its entirety as
follows:

            Section 5.14 Minimum EBITDA.

            Permit Consolidated EBITDA, measured as of the end of each fiscal
      quarter of each fiscal year for the periods reflected below, to be less
      than the required amount set forth in the following table for the
      applicable period corresponding thereto:

<TABLE>
<CAPTION>
              APPLICABLE PERIOD                                         AMOUNT
              -----------------                                       -----------
<S>                                                                  <C>
As of the end of the first fiscal quarter of each                    ($ 4,000,000)
fiscal year for the three month period then ended

As of the end of the second fiscal quarter of each                    $ 6,000,000
fiscal year for the six month period then ended

As of the end of the third fiscal quarter of each                     $15,000,000
fiscal year for the nine month period then ended

As of the end of each fiscal year for the twelve                      $13,000,000
month period then ended
</TABLE>

      SECTION 5. AMENDMENT TO SECTION 5.15 OF THE CREDIT AGREEMENT. Section 5.15
of the Credit Agreement hereby is amended and restated in its entirety as
follows:

            Section 5.15 Intentionally Omitted.

      SECTION 6. AMENDMENT TO SECTION 7.2 OF THE CREDIT AGREEMENT. Section 7.2
of the Credit Agreement hereby is amended by deleting the Bank's contact details
and inserting in lieu thereof the following:

                     WELLS FARGO BANK, NATIONAL ASSOCIATION
                       333 South Grand Avenue, Suite 940
                         Los Angeles, California 90071
                      Attention: Art Brokx, Vice President

                                       8

<PAGE>

      SECTION 7. AMENDMENTS TO ANNEX A TO THE CREDIT AGREEMENT. (a) The
following definitions hereby are inserted in Annex A to the Credit Agreement in
the proper alphanumerical order:

            "Amendment No. 2" means Amendment No. 2 to Amended and Restated
      Credit Agreement dated as of January 21, 2005 between the Borrower and the
      Bank.

            "Second Amendment Effective Date" means the first date on which all
      conditions set forth in Section 11 of Amendment No. 2 have been satisfied.

            (b) The following definitions set forth in Annex A to the Credit
Agreement hereby are amended and restated in their entirety as follows:

            "Line of Credit Termination Date" means February 15, 2007.

            "Maximum Line of Credit Amount" means $40,000,000.

            "Term Loan Termination Date" means February 15, 2007.

            (c) The following definitions set forth in Annex A to the Credit
Agreement hereby are deleted: Total Liabilities; Tangible Net Worth; Adjusted
Consolidated EBITDA; Adjusted Consolidated EBITDA Coverage Ratio; Leverage
Ratio; and Total Funded Debt.

      SECTION 8. RESTATEMENT OF EXHIBITS. Exhibit A-1 to the Credit Agreement
hereby is restated in its entirety in the form of Restated Exhibit A-1 attached
hereto; Exhibit A-2 to the Credit Agreement hereby is restated in its entirety
in the form of Restated Exhibit A-2 attached hereto; and Exhibit C to the Credit
Agreement hereby is restated in its entirety in the form of Restated Exhibit C
attached hereto.

      SECTION 9. CONSENT TO AMENDMENTS. Each 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 10. 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).

                                       9

<PAGE>

            (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 11. CONDITIONS TO EFFECTIVENESS. (1) This Amendment shall become
effective on the date when the following conditions precedent have been
satisfied:

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

            (b) The Bank shall have received each of the following documents,
      each duly executed by the parties thereto and in full force and effect:

                  (i) a Line of Credit Note giving effect to the reduction in
      the Maximum Line of Credit Amount contemplated hereby; and

                  (ii) a Term Note evidencing the Original Term Loan and the
      Incremental Term Loan to be made on the Second Amendment Effective Date.

            (c) The Borrower and each Guarantor shall have delivered to the Bank
      copies of the following documents, duly certified, or the following
      certificates, as applicable:

                  (i) With respect to each such Person, resolutions of the Board
      of Directors of such Person authorizing (A) the execution and delivery of
      this Amendment and each other Loan Document contemplated hereby, the
      performance of

                                       10

<PAGE>

      such Person's obligations under such Loan Documents and the Credit
      Agreement, as amended hereby, and, in the case of the Borrower, the
      incurrence of the incremental Indebtedness contemplated hereby, and, in
      the case of each Guarantor, confirming the continuing validity and
      enforceability of the Guaranty previously executed by such Guarantor for
      the benefit of the Bank, and (B) all other actions to be taken by such
      Person in connection with this Amendment; and

                  (ii) With respect to each such Person, a certificate, signed
      by the Secretary or Assistant Secretary of such Person, dated as of the
      Second Amendment Effective Date certifying as to the (A) incumbency, and
      containing the specimen signature or signatures, of the Person or Persons
      authorized to execute this Amendment and each other Loan Document
      contemplated hereby, together with evidence of the incumbency of such
      Secretary or Assistant Secretary, and (B) authenticity and completeness of
      the certificate of incorporation and by-laws of such Person or, if any
      such governing document of such Person has not been amended, restated,
      supplemented, or otherwise modified since the Closing Date, the absence of
      any amendments, restatements, supplements, or modifications to such
      governing documents of such Person.

            (d) The Bank shall have received a closing fee of $60,000, such fee
      to be paid in immediately available funds.

            (e) No Event of Default or Default shall have occurred and be
      continuing or would result after giving effect to the transactions
      contemplated hereby.

            (f) The representations and warranties set forth in Section 10
      hereof shall be true and correct on the effective date of this Amendment.

            (g) 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.

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

            (i) 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.

            (2) No later than February 25, 2005, the Bank shall have received
      (i) a duly executed amendment to the Mortgage delivered on the Closing
      Date signed by the record owner of the Real Property Collateral, together
      with customary Mortgage Related Documents relating thereto, in each case
      in form and substance reasonably acceptable to the Bank and (ii) either
      mortgage modification endorsements to, or date down endorsements to (or
      re-dated title insurance policies which replace), the existing title
      insurance policy issued on the Closing Date, in any case issued by a
      nationally

                                       11

<PAGE>

      recognized title insurance company reasonably acceptable to the Bank,
      insuring the Lien of the Mortgage, as amended by such amendment, as a
      valid first priority Lien on the Real Property Collateral described
      therein, free of any other Liens except as permitted by the Loan
      Documents; and, the failure to deliver such amendment to the Mortgage and
      all such Mortgage Related Documents shall constitute an Event of Default
      under the Credit Agreement.

      SECTION 12. ADMISSIONS AND ACKNOWLEDGMENTS. The Borrower and each
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 13. 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.

                                       12

<PAGE>

      SECTION 14. 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 15. INTERPRETATION. The Article and Section headings used in this
Amendment are for convenience of reference only and shall not affect the
construction hereof.

      SECTION 16. 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 17. 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 18. 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 19. 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 20. 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 21. 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 22. 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.

                                       13

<PAGE>

                            [signature pages follow]

                                       14

<PAGE>

      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: /s/ Robert E.Dose
                                 -----------------------------------
                                 Name:  Robert E.Dose
                                 Title: Vice President-Finance Secretary and
                                        Treasurer

                             VIRCO INC.,
                                 as a Guarantor

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

                             VIRCO MGMT.CORPORATION,
                                 as a Guarantor

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

                                       1

<PAGE>

                           WELLS FARGO BANK, NATIONAL
                                 ASSOCIATION,

                           By: /s/ Art Brokx
                               -----------------------------------
                               Name:  Art Brokx
                               Title: Vice President

                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>v05002exv99w3.txt
<DESCRIPTION>EXHIBIT 99.3
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.3

                                                            RESTATED EXHIBIT A-1
                                                     FORM OF LINE OF CREDIT NOTE

                          REVOLVING LINE OF CREDIT NOTE

$40,000,000                                              Los Angeles, California
                                                                January 21, 2005

      FOR VALUE RECEIVED, the undersigned VIRCO MFG. CORPORATION ("Borrower")
promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank")
at its office at 333 South Grand Avenue, Suite 940, Los Angeles, California
90071, or at such other place as the holder hereof may designate, in lawful
money of the United States of America and in immediately available funds, the
principal sum of Forty Million Dollars ($40,000,000), or so much thereof as may
be advanced and be outstanding, with interest thereon, to be computed on each
advance from the date of its disbursement as set forth herein.

      This Revolving Line of Credit Note (this "Note") replaces the Line of
Credit Note originally issued on January 27, 2004 pursuant to the Amended and
Restated Credit Agreement dated as of January 27, 2004 (as amended, restated,
supplemented or otherwise modified, the "Credit Agreement") between Borrower and
Bank. Terms defined in the Credit Agreement and not otherwise defined herein are
used herein as therein defined. Reference hereby is made to the Loan Documents
for a description of the assets in which a Lien has been granted, the nature and
extent of the security and the guaranties, the terms and conditions upon which
the Liens and each guaranty were granted and the rights of the holder of this
Note in respect thereof.

      DEFINITIONS:

      As used herein, the following terms shall have the meanings set forth
after each, and any other term defined in this Note shall have the meaning set
forth at the place defined:

      (a) "Applicable Margin" means, as of any date of determination, (i) 1.50%
minus (ii) so long as no Default or Event of Default has occurred and is
continuing or would result therefrom and the reduction in the outstanding
principal amount of the Term Loan contemplated by this clause (ii) was not
effected with the net cash proceeds from an Advance or a sale of assets (other
than sales of inventory in the ordinary course of business) (A) if the aggregate
principal amount of the Term Loan outstanding is less than $15,000,000 but
greater than or equal to $10,000,000, 0.25%, (B) if the aggregate principal
amount of the Term Loan outstanding is less than $10,000,000 but greater than or
equal to $5,000,000, 0.50%, and (C) if the aggregate principal amount of the
Term Loan outstanding is less than $5,000,000, 0.75%.

      (b) "Prime Rate" means at any time the rate of interest most recently
announced within Bank at its principal office as its Prime Rate, with the
understanding that the Prime Rate is one of Bank's base rates and serves as the
basis upon which effective rates of interest are

                                       3

<PAGE>

calculated for those loans making reference thereto, and is evidenced by the
recording thereof after its announcement in such internal publication or
publications as Bank may designate.

INTEREST:

      (a) Interest. The outstanding principal balance of this Note shall bear
interest (computed on the basis of a 360-day year, actual days elapsed) at a
fluctuating rate per annum equal to the Prime Rate in effect from time to time
plus the Applicable Margin. Each change in the Prime Rate shall become effective
on the date such change is announced within Bank.

      (b) Payment of Interest. Interest accrued on this Note shall be payable on
the first day of each month, commencing February 1, 2005.

      (c) Default Interest. From and after the maturity date of this Note, or
such earlier date as all principal owing hereunder becomes due and payable by
acceleration or otherwise, the outstanding principal balance of this Note shall
bear interest until paid in full at an increased rate per annum (computed on the
basis of a 360-day year, actual days elapsed) equal to four percent (4%) above
the rate of interest from time to time applicable to this Note.

BORROWING AND REPAYMENT:

      (a) Borrowing and Repayment. Borrower may from time to time during the
term of this Note borrow, partially or wholly repay its outstanding borrowings,
and reborrow, subject to all of the limitations, terms and conditions of this
Note and of any document executed in connection with or governing this Note;
provided however, that the total outstanding borrowings under this Note shall
not at any time exceed the principal amount set forth above or such lesser
amount as shall at any time be available hereunder, as set forth in the Credit
Agreement. The unpaid principal balance of this obligation at any time shall be
the total amounts advanced hereunder by the holder hereof less the amount of
principal payments made hereon by or for any Borrower, which balance may be
endorsed hereon from time to time by the holder. The outstanding principal
balance of this Note shall be due and payable in full on Line of Credit
Termination Date.

      (b) Advances. Advances hereunder, to the total amount of the principal sum
stated above, may be made by the holder at the oral or written request of (i)
Robert A. Virtue, Robert Dose, Doug Virtue or Bassey Yau, any one of them acting
alone, who are authorized to request Advances and direct the disposition of any
Advances until written notice of the revocation of such authority is received by
the holder at the office designated above, or (ii) any person, with respect to
Advances deposited to the credit of any deposit account of Borrower, which
advances, when so deposited, shall be conclusively presumed to have been made to
or for the benefit of Borrower regardless of the fact that persons other than
those authorized to request Advances may have authority to draw against such
account. The holder shall have no obligation to determine whether any person
requesting an Advance is or has been authorized by Borrower.

      (c) Application of Payments. Each payment made on this Note shall be
credited first, to any interest then due and second, to the outstanding
principal balance hereof.

PREPAYMENT:

                                       4

<PAGE>

      (a) Borrower may prepay principal on any portion of this Note at any time,
in any amount and without penalty.

      (b) The principal Indebtedness evidenced hereby shall be payable as
follows and without set off, counterclaim or reduction of any kind:

            (i) the amount, if any, by which the LC Usage Amount at any time
      exceeds the lesser of the Maximum Line of Credit Amount or the Borrowing
      Base at such date shall be payable immediately; and

            (ii) the principal Indebtedness evidenced hereby shall be payable on
      the Line of Credit Termination Date.

EVENTS OF DEFAULT:

      Any default in the payment or performance of any obligation under this
Note, or any defined event of default under the Credit Agreement, shall
constitute an "Event of Default" under this Note.

MISCELLANEOUS:

      (a) Obligations Joint and Several. Should more than one person or entity
sign this Note as a Borrower, the obligations of each such Borrower shall be
joint and several.

      (b) Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of California.

                            [Signature Page Follows]

                                       5

<PAGE>

      IN WITNESS WHEREOF, the undersigned has executed this Note as of the date
first written above.

                              VIRCO MFG. CORPORATION

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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>5
<FILENAME>v05002exv99w4.txt
<DESCRIPTION>EXHIBIT 99.4
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.4

                                                            RESTATED EXHIBIT A-2
                                                               FORM OF TERM NOTE

                                    TERM NOTE

$20,000,000                                              Los Angeles, California
                                                                January 21, 2005

      FOR VALUE RECEIVED, the undersigned VIRCO MFG. CORPORATION ("Borrower")
promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank")
at its office at 333 South Grand Avenue, Suite 940, Los Angeles, California
90071, or at such other place as the holder hereof may designate, in lawful
money of the United States of America and in immediately available funds, the
principal sum of $20,000,000, with interest thereon as set forth herein.

      This Term Note (this "Note") evidences the Original Term Loan and the
Incremental Term Loan and replaces the Term Note originally issued on January
27, 2004 pursuant to the Amended and Restated Credit Agreement dated as of
January 27, 2004 (as amended, restated, supplemented or otherwise modified, the
"Credit Agreement") between Borrower and Bank. Terms defined in the Credit
Agreement and not otherwise defined herein are used herein as therein defined.
Reference hereby is made to the Loan Documents for a description of the assets
in which a Lien has been granted, the nature and extent of the security and the
guaranties, the terms and conditions upon which the Liens and each guaranty were
granted and the rights of the holder of this Note in respect thereof.

DEFINITIONS:

      As used herein, the following terms shall have the meanings set forth
after each, and any other term defined in this Note shall have the meaning set
forth at the place defined:

      (a) "Applicable Margin" means, as of any date of determination, (i) 1.50%
minus (ii) so long as no Default or Event of Default has occurred and is
continuing or would result therefrom and the reduction in the outstanding
principal amount of the Term Loan contemplated by this clause (ii) was not
effected with the net cash proceeds from an Advance or a sale of assets (other
than sales of inventory in the ordinary course of business) (A) if the aggregate
principal amount of the Term Loan outstanding is less than $15,000,000 but
greater than or equal to $10,000,000, 0.25%, (B) if the aggregate principal
amount of the Term Loan outstanding is less than $10,000,000 but greater than or
equal to $5,000,000, 0.50%, and (C) if the aggregate principal amount of the
Term Loan outstanding is less than $5,000,000, 0.75%.

      (b) "Prime Rate" means at any time the rate of interest most recently
announced within Bank at its principal office as its Prime Rate, with the
understanding that the Prime Rate is one of Bank's base rates and serves as the
basis upon which effective rates of interest are calculated for those loans
making reference thereto, and is evidenced by the recording thereof after its
announcement in such internal publication or publications as Bank may designate.

                                       1

<PAGE>

INTEREST:

      (a) Interest. The outstanding principal balance of this Note shall bear
interest (computed on the basis of a 360-day year, actual days elapsed) at a
fluctuating rate per annum equal to the Prime Rate in effect from time to time
plus the Applicable Margin. Each change in the Prime Rate shall become effective
on the date such change is announced within Bank.

      (b) Payment of Interest. Interest accrued on this Note shall be payable on
the first day of each month, commencing February 1, 2004.

      (c) Default Interest. From and after the maturity date of this Note, or
such earlier date as all principal owing hereunder becomes due and payable by
acceleration or otherwise, the outstanding principal balance of this Note shall
bear interest until paid in full at an increased rate per annum (computed on the
basis of a 360 day year, actual days elapsed) equal to four percent (4%) above
the rate of interest from time to time applicable to this Note.

REPAYMENT AND PREPAYMENT:

      (a) Repayment. The Term Loan evidenced hereby shall be payable as follows
and without set off, counterclaim or reduction of any kind:

            (i) on or before October 15 of each year, not less than $5,000,000
      aggregate principal amount of the principal Indebtedness evidenced hereby
      shall have been repaid;

            (ii) on the date of the consummation of any disposition of any
      assets of Borrower or any of its Subsidiaries (other than a disposition
      permitted by Section 5.6 of the Credit Agreement), an amount of the cash
      proceeds received in connection such disposition equal to the excess, if
      any, of the aggregate cash proceeds received in connection with all
      dispositions of assets (other than those permitted by Section 5.6 of the
      Credit Agreement) less (A) any fees, costs, commissions and expenses
      reasonably incurred in connection with such dispositions and (B) the taxes
      actually paid or to be payable by Borrower (as estimated by the chief
      financial officer of Borrower, giving effect to the overall tax position
      of Borrower), over $500,000, shall be payable in respect of the
      Indebtedness evidenced hereby; such payment shall be applied in the
      inverse order of the maturities due hereunder (and, Borrower acknowledges
      that nothing contained in this subclause (ii) shall permit Borrower or any
      of its Subsidiaries to sell or otherwise dispose of any assets other than
      in accordance with Section 5.6 of the Credit Agreement); and

            (iii) the principal Indebtedness evidenced hereby shall be payable
      on the Term Loan Termination Date.

      (b) Application of Payments. Each payment made on this Note shall be
credited first, to any interest then due and second, to the outstanding
principal balance hereof.

      (c) Prepayment. Borrower may prepay principal on any portion of this Note
at any time, in any amount and without penalty. Any such prepayment shall be
applied in the inverse order of the maturities due hereunder.

                                        2

<PAGE>

EVENTS OF DEFAULT:

      Any default in the payment or performance of any obligation under this
Note, or any defined Event of Default under the Credit Agreement, shall
constitute an "Event of Default" under this Note.

MISCELLANEOUS:

      (a) Obligations Joint and Several. Should more than one person or entity
sign this Note as a Borrower, the obligations of each such Borrower shall be
joint and several.

      (b) Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of California.

                            [Signature Page Follows]

                                        3

<PAGE>

      IN WITNESS WHEREOF, the undersigned has executed this Note as of the date
first written above.

                              VIRCO MFG. CORPORATION

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

                                        4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>6
<FILENAME>v05002exv99w5.txt
<DESCRIPTION>EXHIBIT 99.5
<TEXT>
<PAGE>
\
                                                                    EXHIBIT 99.5

                                                              RESTATED EXHIBIT C

                             COMPLIANCE CERTIFICATE

                   TO: WELLS FARGO BANK, NATIONAL ASSOCIATION

      This Compliance Certificate is delivered with reference to the Amended and
Restated Credit Agreement dated as of January 27, 2004 (as the same may be
amended, supplemented, replaced, renewed or otherwise modified from time to
time, the "Credit Agreement"), between VIRCO MFG. CORPORATION, a Delaware
corporation (the "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION
("Bank"). Terms defined in the Credit Agreement and not otherwise defined in
this Compliance Certificate (this "Certificate") shall have the meanings defined
for them in the Credit Agreement. Section references herein relate to the Credit
Agreement unless stated otherwise.

      This Certificate is delivered in accordance with Section 4.3(f) of the
Credit Agreement by the Chief Financial Officer of the Borrower. This
Certificate is delivered with respect to the [fiscal quarter][fiscal month]
ended _________________, _____ (the "Test Date"). Computations indicating
compliance with respect to certain covenants set forth in the Credit Agreement
are set forth below:

I.    Section 5.2 - Capital Expenditures. The maximum additional investment in
fixed assets in any fiscal year is $5,000,000. The additional investment in
fixed assets of Borrower for the fiscal year ended __________, 200_ is
_____________. The additional consolidated investment in fixed assets of the
Borrower and its Subsidiaries for the fiscal year ended ___________, 200_ [is/is
not] greater than or equal to $5,000,000, as set forth in Section 5.2 of the
Credit Agreement.

II.   Section 5.13 - Minimum Revenues. The minimum consolidated revenues of the
Borrower for the twelve months ended on the Test Date is $180,000,000. The
Borrower's consolidated revenues for the twelve months ended on the Test Date
was $____________. The Borrower's consolidated revenues for the twelve months
ended on the Test Date [is/is not] greater than or equal to $180,000,000, as set
forth in Section 5.13 of the Credit Agreement.

III.  Section 5.14 - Minimum Consolidated EBITDA. The Consolidated EBITDA
required by the Credit Agreement for the period ended on the Test Date is
$__________. For the period contemplated for such Test Date, the Consolidated
EBITDA of the Borrower was $_________, calculated as follows:

A.    Consolidated EBITDA for the period contemplated for such Test Date:

      (a)   Net Income of the Borrower and its Subsidiaries
      for such period:                                         $____________

                                        5

<PAGE>

      (b)   Interest Expense for such period, to the extent
      deducted from Net Income:                                $____________

      (c)   income taxes for such period, to the extent
      deducted from Net Income:                                $____________

      (d)   depreciation and amortization for such period,
      to the extent deducted from Net Income:                  $____________

      (e)   gains from the sale of capital assets, during
      such period:                                             $____________

      (f)   income or gain from extraordinary items, during
      such period:                                             $____________

      (g)   income or gain from non-recurring items, during
      such period:                                             $____________

      Consolidated EBITDA (Item (a) plus the sum of
      Items (b), (c) and (d) minus the sum of
      Items (e), (f) and (g)):                                 $____________

 The Consolidated EBITDA set forth above [is/is not] more than or equal to the
 amount set forth in Section 5.14 of the Credit Agreement for the contemplated
                         period ended on the Test Date.

IV. The undersigned Chief Financial Officer of the Borrower certifies that the
calculations made and the information contained herein are derived from the
books and records of the Borrower and its Subsidiaries, as applicable, and that
each and every matter contained herein correctly reflects those books and
records in all material respects [if there has been a change in generally
accepted accounting principles: and attached hereto as Schedule 1 is a
reconciliation of the financial statements of the Borrower to GAAP].

V. To the best knowledge of the undersigned no Default or Event of Default has
occurred, except for such conditions or events set forth on Schedule 1 attached
hereto, specifying the nature and period of existence thereof and what action
the Borrower has taken, is taking or proposes to take with respect thereto.

Dated:  _______________, _____

                                                      VIRCO MFG.CORPORATION

                                                        By:
                                                        ________________________
                                                          Name:
                                                          Title:

                                        6

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
