Item 1.01. Entry into a Material Definitive Agreement.

On July 27, 2012, Virco Mfg. Corporation (the "Company") and Virco Inc., a wholly owned subsidiary of the Company ("Virco", and, together with the Company, the "Borrowers"), entered into a second amendment (the "Second Amendment") to the Revolving Credit and Security Agreement, dated as of December 22, 2011 (as amended to date, the "Credit Agreement"), between the Borrowers and PNC Bank, National Association, as administrative agent and lender. The Second Amendment further amends the Credit Agreement (which was previously amended on June 15, 2012 to, among other things, increase the borrowing availability thereunder by $3,000,000 for the period from May 1st through July 14th of each year) by reducing the minimum EBITDA financial covenant contained therein for the five consecutive fiscal months ending June 2012 from $1,600,000 to $300,000.

The description of the Second Amendment set forth above is qualified in its entirety by the Second Amendment, a copy of which is filed as an exhibit to this report and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1 Second Amendment to Revolving Credit and Security Agreement, dated as of July 27, 2012, by and among Virco Mfg. Corporation and Virco, Inc., as borrowers, and PNC Bank, National Association, as the lender and administrative agent.

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