Item 1.01 Entry into a Material Definitive Agreement.



On May 19, 2023, 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. 3 to Amended and Restated Revolving Credit and
Security Agreement ("Amendment No. 3") with PNC Bank, National Association, as
administrative agent and lender ("PNC"), with an effective date of May 5, 2023.
Amendment No. 3 amended the Amended and Restated Revolving Credit and Security
Agreement, dated September 28, 2021 (the "Credit Agreement"), by and among PNC
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.Maximum size of the Revolving Credit Facility has been increased to $72,500,000 during the months of June through August of 2023, to provide additional availability for the Company's forecast through the 2023 peak borrowing period;



ii.Increase in the total inventory sublimit under the Credit Agreement to
$35,000,000 and increase in the ATS inventory sublimit to $15,000,000 during the
months of May through August of 2023;
iii.The Company will pay an amendment fee of $50,000, which is 0.67% on the
incremental line increase of $7,500,000, and

iv.Increase in the Applicable Margin (as defined in the Credit Agreement) of 25 basis points.



The foregoing description of Amendment No. 3 is qualified in its entirety by the
full text of Amendment No. 3, a copy of which is filed as an exhibit to this
report and is incorporated by reference herein.

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

              Exhibit
                No.                       Description
  Exhibit     1    0.    4                Amendment No. 3 to Amended and

Restated Revolving Credit and Security


                                          Agreement, effective as of May 5,

2023, by and among Virco Mfg.


                                          Corporation and Virco, Inc., as

borrowers, and PNC Bank, National


                                          Association, as lender and

administrative agent.

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