Item 1.01. Entry into a Material Definitive Agreement.
On March 1, 2013, 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 fifth amendment (the "Fifth 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 lender and administrative agent. The Fifth Amendment,
which waives the violation of the minimum EBITDA covenant for the period ending
on December 31, 2013, further amends the Credit Agreement by, among other
things, amending the definition of EBITDA, adding a minimum EBITDA covenant for
certain periods through January 31, 2014, decreasing the minimum fixed charge
coverage ratio to 0.88 to 1.00 for the four quarters ending January 31, 2013,
adding a temporary equipment line of credit in an amount not to exceed
$1,000,000 (all of which must be repaid by September 1, 2013) and adding a
minimum tangible net worth covenant for the fiscal quarters ending January 31,
2013 through January 31, 2014 in an amount ranging from $18,228,000 to
$28,764,000.
The description of the Fifth Amendment set forth above is qualified in its
entirety by the Fifth 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 Fifth Amendment to Revolving Credit and Security Agreement, dated
as of March 1, 2013, by and among Virco Mfg. Corporation and Virco, Inc., as
borrowers, and PNC Bank, National Association, as the lender and administrative
agent.
Table of Contents