Common use of Amendment and Restatement Clause in Contracts

Amendment and Restatement. Upon the effectiveness of this Agreement, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon This Agreement shall become effective on the effectiveness Effective Date and shall supersede all provisions of the Original Credit Agreement as of such date. From and after the Effective Date, (a)(i) the commitments of those Lenders under the Original Credit Agreement that are continuing as Lenders under this AgreementAgreement (the “Continuing Lenders”) shall be amended as set forth in their Lender Addendum delivered pursuant to this Agreement and (ii) the commitments of those “Lenders” under the Original Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the Existing respective Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Original Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all outstanding “Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 2.13 of the Original Credit Agreement in connection with such payment, and all fees accrued under the Original Credit Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 2.13 of the Original Credit Agreement as if the outstanding Loans had been prepaid on the Effective Date); and (c) all outstanding “Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Original Credit Agreement shall be amended remain outstanding as the initial Loans and restated in its entirety by this AgreementLetters of Credit hereunder. The Existing Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Loans and L/C Obligations outstanding on the Restatement Effective Date shall continue between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolving Proportionate Share of outstanding Revolving Loans and risk participation interests in full force outstanding L/C Obligations based on their Revolving Loan Commitments as in effect after giving effect hereto and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment its proportionate share of the Existing Obligations. Such Existing ObligationsTerm Loans based on their Term Loan Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, together if any, as the Administrative Agent may reasonably request in connection therewith), with any and all additional Obligations incurred by Borrowers subsequent extensions of credit under this Agreement or under any (including, without limitation, participations in respect of all Swing Loans and Letters of Credit) to be made in accordance with the respective Commitments of the Other Documents, shall continue Lenders from time to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in time party to this Agreement and as provided herein. All references made to the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Original Credit Agreement and in any and all Other Documents, as amended, supplemented Loan Document or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement shall other instrument or document shall, without more, be deemed to be amended to refer to this Agreement. Each This Agreement amends and restates the Original Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the parties has signed this Original Credit Agreement effective as or the indebtedness, obligations and liabilities of the day and year first above writtenBorrower or any Guarantor evidenced or provided for thereunder. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC[THE FIRST SIGNATURE PAGE FOLLOWS., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000]

Amendment and Restatement. This Agreement amends and restates in its entirety the Fourth Amended and Restated Loan Agreement and, upon the effectiveness of this Agreement, the terms and provisions of the Fourth Amended and Restated Loan Agreement shall, subject to Section 14.23.3, be superseded hereby. Notwithstanding the amendment and restatement of the Fourth Amended and Restated Loan Agreement by this Agreement, all of the Obligations under the Fourth Amended and Restated Loan Agreement which remain outstanding as of the date hereof, shall constitute Obligations owing hereunder. This Agreement is given in substitution for the Fourth Amended and Restated Loan Agreement, and not as payment of the Obligations of the Borrowers thereunder, and is in no way intended to constitute a novation of the Fourth Amended and Restated Loan Agreement. Upon the effectiveness of this Agreement, unless the Existing Credit context otherwise requires, each reference to the Fourth Amended and Restated Loan Agreement in any of the Loan Documents and in each document, instrument or agreement executed and/or delivered in connection therewith shall mean and be amended and restated in its entirety by a reference to this Agreement. The Existing Obligations outstanding on Except as expressly modified as of the Restatement Date Closing Date, all of the other Loan Documents shall continue remain in full force and effect and constitute Obligations, are hereby ratified and confirmed. Without limiting the effectiveness of this Agreement shall not constitute a novation or repayment generality of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever locatedforegoing, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges pledges, assignments and other Liens and Guarantees previously granted by any Obligor pursuant to the validity of all covenants by it contained Loan Documents executed and delivered in connection with the Existing Credit Original Loan Agreement, the Original Amended and Restated Loan Agreement, the Second Amended and Restated Loan Agreement, the Third Amended and Restated Loan Agreement, or the Fourth Amended and Restated Loan Agreement are hereby reaffirmed, ratified, renewed and in any continued, and all Other Documentssuch security interests, pledges, assignments and other Liens and Guarantees shall remain in full force and effect as amended, supplemented or otherwise modified by this Agreement security for the Obligations on and by after the Other Documents delivered on the Restatement Closing Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon This Agreement is an amendment and restatement of (but not a novation of or an accord and satisfaction of) the effectiveness of this Existing Credit Agreement, . All outstanding Obligations under the Existing Credit Agreement (and which have not been repaid on the Closing Date) shall be amended and restated in its entirety by continue to remain outstanding under this Agreement. The Existing Obligations outstanding on From and after the Restatement Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever locateddate hereof, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in references made to the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 DocumentsDocument” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement shall or in any other instrument or document shall, without more, be deemed to be amended to refer to this Agreement. Each The Borrowers and each Guarantor under this Agreement hereby acknowledges and agrees that the “Liens” (as defined in the Existing Credit Agreement) created and provided for by the “Collateral Documents” (as defined in the Existing Credit Agreement) continue to secure, among other things, the Obligations under the Existing Credit Agreement which shall remain outstanding on the date hereof as well as those hereafter arising under this Agreement and the other Loan Documents; and the rights and remedies of the Administrative Agent under the Collateral Documents under the Existing Credit Agreement and the Liens under the Existing Credit Agreement created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Collateral Documents under the Existing Credit Agreement as to the indebtedness which would be secured thereby prior to giving effect to this Agreement. This amendment and restatement of the Existing Credit Agreement shall operate to renew, amend and modify the rights and obligations of the parties has signed this under the Existing Credit Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATIONprovided herein, but shall not act as a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCnovation thereof., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon The parties hereto agree that, on the effectiveness of this AgreementEffective Date, the Existing Credit Agreement following transactions shall be amended and restated in its entirety deemed to occur automatically, without further action by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents party hereto: (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreementa) to the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all Obligations under the Existing Credit Agreement outstanding on the Effective Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guaranties made pursuant to the Existing Credit Agreement and the related loan documents (other than the guaranty by the Company pursuant to Section 12.01 of the Existing Credit Agreement, which is superseded and replaced by Section 12.01) are terminated, released and discharged; (d) the “Collateral Documents” (as defined in the Existing Credit Agreement) and the Liens created thereunder in favor of Bank of America, for the benefit of the “Guaranteed Creditors” (as defined in the Existing Credit Agreement), are terminated, released and discharged; (e) all Existing Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall be deemed to be Letters of Credit outstanding on the Effective Date under this Agreement; (f) all term loans outstanding under the Existing Credit Agreement on the Effective Date, after giving effect to any prepayments thereof pursuant to Section 5.01(h), shall be deemed to be Term A Loans made and outstanding on the Effective Date under this Agreement; and (g) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. Each The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.01 of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCExisting Credit Agreement., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. This Agreement amends and restates in its entirety the Original Agreement among the parties hereto. Upon the effectiveness occurrence of the Effective Date, (a) the terms and provisions of the Original Agreement shall be amended, superseded and restated in their entirety by the terms and provisions of this Agreement and, unless expressly stated to the contrary, each reference to the Original Agreement in any of the Transaction Documents or any other document, instrument or agreement delivered in connection therewith shall mean and be a reference to this Agreement, (b) this Agreement is not intended to and shall not constitute a novation of the Existing Credit Original Agreement or the obligations and liabilities existing thereunder, (c) the commitment of each “Committed Purchaser” (as defined in the Original Agreement) that is a party to the Original Agreement shall, on the Effective Date, automatically be deemed restated and the only Commitments shall be those hereunder, (d) with respect to any date or time period occurring and ending prior to the Effective Date, the rights and obligations of the parties to the Original Agreement shall be amended governed by the Original Agreement and restated in its entirety the other Transaction Documents (as defined therein), and (e) with respect to any date or time period occurring and ending on or after the Effective Date, the rights and obligations of the parties hereto shall be governed by this AgreementAgreement and the other Transaction Documents (as defined herein). The Existing Obligations outstanding on liens, security interests and other interests in the Restatement Date Seller Assets granted under the Original Agreement are and shall continue remain legal, valid, binding and enforceable to the extent also constituting Seller Assets hereunder. Each of the parties hereto hereby acknowledge and confirm the continuing existence and effectiveness of such liens, security interests and other interests in full force and effect and constitute Obligationssuch Seller Assets granted under the Original Agreement, and further agree that the effectiveness execution and delivery of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documentsway release, as amendeddiminish, supplemented impair, reduce or otherwise modified by this Agreement affect such liens, security interests and by other interests in such Seller Assets granted under the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement shall be deemed to be amended to refer to this Original Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000753697831

Amendment and Restatement. Upon It is intended by the effectiveness parties hereto that (a) all obligations of the parties under the Existing Loan Agreement shall continue to exist under and be evidenced by this AgreementAgreement and the other Loan Documents; and (b) except as expressly stated herein or amended hereby, the Existing Credit Loan Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect and constitute Obligations, and with respect to all obligations thereunder; it being understood that it is the effectiveness intent of the parties hereto that this Agreement shall does not constitute a novation or repayment of rights, obligations and liabilities of the respective parties existing under the Existing Obligations. Such Existing ObligationsLoan Agreement and such rights, together with any obligations and all additional Obligations incurred by Borrowers under liabilities shall continue and remain outstanding, and that this Agreement amends, restates and replaces in its entirety the Existing Loan Agreement. On the Effective Date, each Loan Document that was in effect immediately prior to the Effective Date other than the Existing Loan Agreement and such other Loan Documents that are amended or under any of the Other Documents, amended and restated in connection herewith shall continue to be secured byeffective and, among other thingsunless the context otherwise requires, any reference to the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in Existing Loan Agreement contained therein shall be deemed to refer to this Agreement and any reference to the Other DocumentsLoans or Obligations shall be deemed to refer to the Loans and Obligations under this Agreement. Each Borrower hereby reaffirms its obligationsPrior to the Effective Date, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Loan Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Loan Agreement) to shall remain in full force in effect in accordance with their existing terms. [end of Agreement, signatures on next page] IN WITNESS WHEREOF, the Existing Credit parties hereto have caused this Loan and Security Agreement shall be deemed to be amended to refer to this Agreement. Each of the parties has signed this Agreement effective executed as of the day and year date first above written. BORROWERS: VIRCO MFG. CORPORATIONNorthern Power Systems, a Delaware corporation Inc. Comerica Bank By: ________________________ /s/ Ciel Xxxxxxxx By: /s/ Song Hu Name: Xxxxxx X. Dose Ciel Xxxxxxxx Name: Song Hu Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose CFO Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent ByVP LEGAL APPROVED Initials: ________________________ Name/s/ EJM Date: Title11/17/14 Exhibit A: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000Definitions

Amendment and Restatement. Upon The parties to this Agreement agree that, upon (i) the effectiveness execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 5.1., the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in its their entirety by the terms and provisions of this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force This Agreement is not intended to and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of novation. All Loans made and Obligations incurred under the Existing Obligations. Such Existing ObligationsCredit Agreement which are outstanding on the Effective Date shall, together with any except to the extent expressly provided in Section 5.1., continue as Loans and all additional Obligations incurred under (and shall be governed by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in terms of) this Agreement and the Other other Loan Documents. Each Borrower hereby reaffirms its obligationsWithout limiting the foregoing, liabilities, grants of security interests, pledges and upon the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and effectiveness hereof: (a) all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s Revolving Credit Exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure hereunder reflects such Lxxxxx’s pro rata share of the aggregate Revolving Credit Exposure on the Effective Date, (d) each Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Term SOFR Loans or Daily SOFR Loans (or any “LIBOR Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 4.4. hereof and (e) the revolving loans previously made to the Borrower by the Departing Lenders under the Existing Credit Agreement which remain outstanding as of the date of this Credit Agreement shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), the Departing Lenders’ “Commitments” under the Existing Credit Agreement shall be deemed terminated and no Departing Lender shall be a Lender hereunder. Each Departing Lender hereby acknowledges and agrees that upon the repaying in full in immediately available funds of the revolving loans previously made to the Borrower by such Departing Lender under the Existing Credit Agreement which remain outstanding as of the date hereof, together with any accrued and unpaid interest and fees thereon (including without limitation any applicable breakage fees), it is no longer a party to the Existing Credit Agreement and will not be amended to refer a party to this Agreement. Each ; provided, however, that all provisions of the parties has signed Existing Credit Agreement that, by their terms, survive the replacement of such Departing Lender, the termination of the commitments of such Departing Lender under the Existing Credit Agreement and the repayment, satisfaction or discharge of all of the Borrower Obligations (collectively, the “Departing Lender Repayment”) shall survive such Departing Lender Repayment, including without limitation the indemnities in favor of such Departing Lender set forth in the Existing Credit Agreement. Notwithstanding anything in this Agreement effective as or any other Loan Document to the contrary, interest on all “LIBOR Loans” outstanding immediately prior to the Effective Date shall continue to accrue and be paid based upon “LIBOR” applicable pursuant to the terms of the day Existing Credit Agreement solely until the expiration of the current “Interest Period” (as defined in the Existing Credit Agreement and year first above written. BORROWERS: VIRCO MFG. CORPORATIONtaking into account any grace periods or extensions of such “Interest Period” approved prior to the Effective Date) applicable thereto (at which time such LIBOR Loans may be reborrowed as or converted to Base Rate Loans, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President FinanceTerm SOFR Loans or Daily SOFR Loans in accordance with Section 2.11.); provided, Treasurer however, that from and Secretary VIRCO INCafter the Effective Date, the Applicable Margin to be applied to any such LIBOR Loans shall be based on the Applicable Margin for Term SOFR Loans and Daily SOFR Loans after the Effective Date., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon On the effectiveness Restatement Date, each Existing Lender will assign its Existing Commitments (and any outstanding loans under the Existing Credit Agreement) and each Lender, severally and not jointly, agrees to purchase and assume on the Restatement Date its Proportionate Share of this Agreementthe Existing Commitments (and its Proportionate Share of any outstanding loans under the Existing Credit Agreement as of the Restatement Date and all rights (including Liens) related thereto) in an amount not exceeding its Proportionate Share of the Total Commitments hereunder, from the Existing Lenders at par plus accrued interest and fees, free and clear of any adverse claim, participation or other encumbrance, which Existing Commitments, existing Loans and the Existing Credit Agreement shall be (immediately upon such purchase and assumption by the Lenders) amended and restated in its their entirety as Commitments and Loans hereunder and governed by the terms of this Agreement all as more particularly described herein; provided, however, that the provisions of Section 12.4 of the Existing Credit Agreement. The , together with the other terms thereof which are expressly stated to survive the termination of the Existing Obligations outstanding on the Restatement Date Credit Agreement, shall continue survive and remain in full force and effect effect. The Lenders are not subject to or bound by any of the terms or provisions of the Existing Credit Agreement. The parties acknowledge and constitute Obligations, agree that this Agreement and the effectiveness of this Agreement shall other Loan Documents do not constitute a novation novation, payment and reborrowing or repayment termination of the obligations under the Existing Obligations. Such Existing ObligationsCredit Agreement, together with any and that all additional Obligations incurred by Borrowers such obligations are in all respects continued and outstanding as obligations under this Agreement or under any of except to the Other Documents, shall continue to be secured by, among other things, extent such obligations are modified from and after the Collateral, whether now existing or hereafter acquired and wheresoever located, all Restatement Date as more specifically set forth provided in this Agreement and the Other other Loan Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon (a) On the effectiveness of this AgreementRestatement Effective Date, the Existing Original Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations outstanding on in the Restatement Date shall continue in full force and effect and constitute Obligations, and the effectiveness form of this Agreement and (i) all references to the Original Credit Agreement in any Credit Document other than this Agreement (including in any amendment, waiver or consent) shall not constitute a novation be deemed to refer to the Original Credit Agreement as amended and restated hereby, (ii) all references to any section (or repayment subsection) of the Existing Obligations. Such Existing Obligations, together with Original Credit Agreement in any and all additional Obligations incurred by Borrowers under Credit Document other than this Agreement or under any shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement, (iii) except as the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever locatedcontext otherwise provides, all as more specifically set forth in references to this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents herein (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreementfor purposes of indemnification and reimbursement of fees) to the Existing Credit Agreement shall be deemed to be reference to the Original Credit Agreement as amended to refer to and restated hereby. The Borrower, the Administrative Agent, the Lenders and the Letter of Credit Issuers acknowledge and agree that (i) all Letters of Credit issued under and as defined in the Original Credit Agreement and outstanding as of the Restatement Effective Date (if any) shall continue as Letters of Credit under this Agreement, (ii) all Secured Hedge Obligations under and as defined in the Original Credit Agreement that remain outstanding as of the Restatement Effective Date shall continue as Secured Hedge Obligations for purposes of this Agreement and (iii) all Secured Cash Management Obligations under and as defined in the Original Credit Agreement that remain outstanding as of the Restatement Effective Date shall continue as Secured Cash Management Obligations for purposes of this Agreement. Each This Agreement is not intended to constitute, and does not constitute, a novation of the parties has signed this obligations and liabilities under the Original Credit Agreement effective as (including the Obligations) or to evidence, and does not evidence, payment of the day all or any portion of such obligations and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCliabilities., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon This Agreement shall become effective on the effectiveness Effective Date and shall supersede all provisions of the Existing Credit Agreement as of such date. From and after the Effective Date, (a)(i) the commitments of those Lenders under the Existing Credit Agreement that are continuing as Lenders under this AgreementAgreement (the “Continuing Lenders” ) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Existing Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders” ) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Effective Date (the “New Lenders” ); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.12 hereof of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement as if the outstanding Revolving Loans had been prepaid on the Effective Date); and (c) all outstanding “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall be amended remain outstanding as the initial Revolving Loans and restated in its entirety by this AgreementLetters of Credit hereunder. The Existing Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding on the Restatement Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall continue be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in full force and effect and constitute Obligationsconnection therewith), and the effectiveness with all subsequent extensions of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers credit under this Agreement or under any (including, without limitation, participations in respect of all Swing Swingline Loans and Letters of Credit) to be made in accordance with the respective Revolving Credit Commitments of the Other Documents, shall continue Lenders from time to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in time party to this Agreement and the Other Documentsas provided herein. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all All references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) made to the Existing Credit Agreement shall in any Credit Document or in any other instrument or document shall, without more, be deemed to be amended to refer to this Agreement. Each This Agreement amends and restates the Existing Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the parties has signed this -112- Existing Credit Agreement effective as or the indebtedness, obligations and liabilities of the day and year first above writtenBorrower, or any Guarantor evidenced or provided for thereunder. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000[S IGNATURE PAGES TO FOLLOW ] -113-

Amendment and Restatement. (a) It is the intention of each of the parties hereto that the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement in accordance with the Amendment and Restatement Agreement, each Loan 136 Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Agreement shall be amended Documents, the Exhibits and restated in its entirety by this Agreement. The Schedules to the Existing Obligations outstanding on the Restatement Date ARCA shall continue in full force and effect and constitute Obligationsthat, from and after the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever locatedSecond ARCA Effective Date, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including to the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement ” contained therein shall be deemed to refer to this Agreement and all references to the Tranche B Term Loans shall be amended deemed to refer to this Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCTerm Loans., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon Subject to the effectiveness conditions set forth in Article III, on the Effective Date, upon the consummation of this Agreementthe assignments referred to in Section 1.02, (a) the Existing 1995 ASI Credit Agreement shall be amended and restated in its entirety by this the form of the Amended and Restated Credit Agreement. The Existing Obligations , (b) the Continuing Loans shall constitute Loans outstanding under, and as defined in, the Amended and Restated Credit Agreement in accordance with the Effective Date Loan Notices (and, for purposes of the Amended and Restated Credit Agreement, the Continuing Lenders shall be deemed to have advanced their respective Continuing Loans under the Amended and Restated Credit Agreement on the Restatement Effective Date as though made pursuant to Borrowing Requests delivered thereunder and the Interest Periods to be applicable to such Continuing Loans, as set forth in the Effective Date Loan Notices, will commence on the Effective Date), (c) the interests, rights and obligations of each Continuing Lender shall be limited to those set forth in the Amended and Restated Credit Agreement and the Credit Documents and (d) the Credit Documents (and all interests of any party thereunder, including all security interests whatsoever) shall, except as expressly provided herein, continue in full force and effect and constitute Obligationsfor the benefit of the Continuing Lenders, and all references in any thereof to the effectiveness of this 1993 Credit Agreement shall not constitute a novation or repayment of (as defined in the Existing Obligations. Such Existing ObligationsAmended and Restated Credit Agreement), together with any and all additional Obligations incurred by Borrowers under this the 1995 ASI Credit Agreement or under to any of such other Credit Documents shall be deemed references to the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired Amended and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Restated Credit Agreement and in any and all Other or to such Credit Documents, as amended, restated, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) from time to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCtime., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon (a) On the effectiveness of this AgreementEffective Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement. The , and the Existing Obligations outstanding Credit Agreement shall thereafter be of no further force and effect, except that the Borrower, the Administrative Agent and the Lenders agree that (i) the incurrence by the Borrower of “Indebtedness” under and as defined in the Existing Credit Agreement (whether or not such “Indebtedness” is contingent as of the Effective Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (ii) the Borrower shall pay any breakage costs incurred on the Restatement Effective Date under Section 5.02 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Effective Date, (iv) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect and constitute with respect to all Secured Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of (v) the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Credit Agreement or under any of the Other Documents, shall continue to evidence any action or omission performed or required to be secured byperformed pursuant to the Existing Credit Agreement prior to the Effective Date (including any failure, among other thingsprior to the Effective Date, to comply with the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement Agreement), and in (vi) the Existing Letters of Credit shall be deemed to be issued under this Agreement. The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) Agreement existing prior to the Effective Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Each or evidence payment of the parties has signed this Agreement effective as all or any portion of the day such obligations and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCliabilities., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon It is the effectiveness intention of this Agreement, each of the parties hereto that (a) the Existing Credit Agreement shall be amended and restated in its entirety by pursuant to this Agreement so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement. The Existing , (b) that all Indebtedness and Obligations outstanding on of the Restatement Date shall continue in full force and effect and constitute Obligations, Borrower and the effectiveness of Guarantors hereunder and under the other Loan Documents shall be secured by the liens and security interests evidenced under the Loan Documents and (c) that this Agreement shall does not constitute a novation or repayment termination of the Existing Obligations. Such Existing Obligations, together with any obligations and all additional Obligations incurred by Borrowers liabilities existing under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in (or serve to terminate Section 10.3 of the Existing Credit Agreement or any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by of the Other Documents delivered on Borrower’s obligations thereunder with respect to the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” Administrative Agent (as such term is defined in the Existing Credit Agreement) to or the Lenders (as defined in the Existing Credit Agreement) or any other Indemnitee (as defined in the Existing Credit Agreement). The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing Credit Agreement made under and in accordance with the terms of Section 10.2 of the Existing Credit Agreement. In addition, unless specifically amended hereby or in connection herewith, each of the Loan Documents shall continue in full force and effect. This Agreement restates and replaces, in its entirety, the Existing Credit Agreement; from and after the Closing Date, any reference in any of the other Loan Documents to the “Credit Agreement” or any like term shall be deemed to be amended to refer to this Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, Lender with a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum on the Closing Date shall be deemed to have agreed that its Revolving Commitment Amount $70,000,000set forth on Schedule I hereto replaces in its entirety such Lender’s “Revolving Commitment” under the Existing Credit Agreement (if any).

Amendment and Restatement. Upon On the effectiveness of this AgreementRestatement Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). Except as set forth on Schedule 9.18, the amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Restatement Effective Date. It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the “Secured Obligations” under the Loan Documents and that all “Secured Obligations” of the Borrower and the Subsidiary Guarantors hereunder shall continue to be secured by Liens evidenced under the Security Documents, and that this Agreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Credit Agreement. The terms and conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the obligations incurred under the Existing Obligations outstanding on Credit Agreement. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Loan Document, each of the Restatement Date Loan Documents shall continue in full force and effect and, from and constitute Obligations, and after the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever locatedRestatement Effective Date, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including to the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement ” contained therein shall be deemed to be amended to refer to this Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon (a) On the effectiveness of this AgreementRestatement Date, the Existing Credit Agreement shall be amended amended, restated and restated superseded in its entirety by hereby. The parties hereto acknowledge and agree that (i) this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force and effect and constitute Obligations, any Notes delivered pursuant to Section 2.10(f) and the effectiveness of this Agreement shall other Loan Documents executed and delivered in connection herewith do not constitute a novation novation, payment and reborrowing, refinancing or repayment termination of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers obligations under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and as in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on effect prior to the Restatement Date. Any and all references in any Other Documents ; (including ii) the “Loan 129 DocumentsLoans” (as such term is defined in the Existing Credit Agreement) have not become due and payable prior to the Restatement Date as a result of the amendment and restatement of the Existing Credit Agreement; (iii) such obligations are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the Existing Credit Agreement shall immediately before the effectiveness of this Agreement will be deemed to be amended to refer part of the Loans and Letters of Credit hereunder on the terms and conditions set forth in this Agreement; and (v) the Liens granted under the Existing Credit Agreement and the other Collateral Documents (as defined in the Existing Credit Agreement) securing payment of such obligations are in all respects ratified, confirmed, and continuing and in full force and effect, without interruption or impairment of any kind, after giving effect to this AgreementAgreement and the other Loan Documents and the transactions contemplated hereby and shall continue to secure the Obligations (as defined herein) except to the extent such Collateral Documents are amended, restated, modified or otherwise supplemented on the Restatement Date. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000155

Amendment and Restatement. Upon The parties to this Agreement agree that, upon (i) the effectiveness execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 5.1., the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in its their entirety by the terms and provisions of this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force This Agreement is not intended to and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of novation. All Loans made and Obligations incurred under the Existing Obligations. Such Existing ObligationsCredit Agreement which are outstanding on the Effective Date shall, together with any except to the extent expressly provided in Section 5.1., continue as Loans and all additional Obligations incurred under (and shall be governed by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in terms of) this Agreement and the Other other Loan Documents. Each Borrower hereby reaffirms its obligationsWithout limiting the foregoing, liabilities, grants of security interests, pledges and upon the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and effectiveness hereof: (a) all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s Revolving Credit Exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure hereunder reflects such Xxxxxx’s pro rata share of the aggregate Revolving Credit Exposure on the Effective Date, (d) each Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Term SOFR Loans or Daily SOFR Loans (or any “LIBOR Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 4.4. hereof and (e) the revolving loans previously made to the Borrower by the Departing Lenders under the Existing Credit Agreement which remain outstanding as of the date of this Credit Agreement shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), the Departing Lenders’ “Commitments” under the Existing Credit Agreement shall be deemed terminated and no Departing Lender shall be a Lender hereunder. Each Departing Lender hereby acknowledges and agrees that upon the repaying in full in immediately available funds of the revolving loans previously made to the Borrower by such Departing Lender under the Existing Credit Agreement which remain outstanding as of the date hereof, together with any accrued and unpaid interest and fees thereon (including without limitation any applicable breakage fees), it is no longer a party to the Existing Credit Agreement and will not be amended to refer a party to this Agreement. Each ; provided, however, that all provisions of the parties has signed Existing Credit Agreement that, by their terms, survive the replacement of such Departing Lender, the termination of the commitments of such Departing Lender under the Existing Credit Agreement and the repayment, satisfaction or discharge of all of the Borrower Obligations (collectively, the “Departing Lender Repayment”) shall survive such Departing Lender Repayment, including without limitation the indemnities in favor of such Departing Lender set forth in the Existing Credit Agreement. Notwithstanding anything in this Agreement effective as or any other Loan Document to the contrary, interest on all “LIBOR Loans” outstanding immediately prior to the Effective Date shall continue to accrue and be paid based upon “LIBOR” applicable pursuant to the terms of the day Existing Credit Agreement solely until the expiration of the current “Interest Period” (as defined in the Existing Credit Agreement and year first above written. BORROWERS: VIRCO MFG. CORPORATIONtaking into account any grace periods or extensions of such “Interest Period” approved prior to the Effective Date) applicable thereto (at which time such LIBOR Loans may be reborrowed as or converted to Base Rate Loans, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President FinanceTerm SOFR Loans or Daily SOFR Loans in accordance with Section 2.11.); provided, Treasurer however, that from and Secretary VIRCO INCafter the Effective Date, the Applicable Margin to be applied to any such LIBOR Loans shall be based on the Applicable Margin for Term SOFR Loans and Daily SOFR Loans after the Effective Date., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon Each Loan Party acknowledges and agrees that the effectiveness of this Agreement, security interest granted to the Existing Credit Agreement Collateral Agent pursuant to the Collateral Documents shall be amended remain outstanding and restated in its entirety by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured bysecure the Obligations. Each party hereto acknowledges and confirms that (i) the Obligations represent, among other things, the Collateralamendment, whether now existing or hereafter acquired restatement, renewal, extension, consolidation and wheresoever located, all modification of the Obligations (as more specifically set forth defined in this the Original Loan Agreement) arising in connection with the Original Loan Agreement and other Loan Documents (as defined in the Original Loan Agreement); (ii) the Original Loan Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges other Loan Documents (as defined in the Original Loan Agreement) and the validity collateral pledged thereunder shall secure, without interruption or impairment of any kind, all covenants by it contained existing Obligations (as defined in the Existing Credit Original Loan Agreement) under the Original Loan Agreement and the other Loan Documents (as defined in any and all Other Documents, the Original Loan Agreement) as amended, supplemented restated, renewed, extended, consolidated or otherwise modified hereunder and under the other Loan Documents, together with all other Obligations; (iii) all Liens evidenced by the Collateral Documents are hereby ratified, confirmed and continued as modified, amended, or restated under the Loan Documents; and (iv) this Agreement is intended to restate, renew, extend, consolidate, amend, and modify the Original Loan Agreement in its entirety. Each party hereto intends that (i) the provisions of the Original Loan Agreement and the other Loan Documents (as defined in the Original Loan Agreement), to the extent restated, renewed, extended, consolidated, amended, or modified hereby and by the Other Documents delivered on other Loan Documents, be hereby superseded and replaced by the Restatement Date. Any provisions hereof and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Each of the parties has signed other Loan Documents; and (ii) by entering into and performing their respective obligations hereunder, this Agreement effective as transaction shall not constitute a novation and shall in no way adversely affect or impair the priority of Liens granted by the day and year first above writtenCollateral Documents. BORROWERS: VIRCO MFG[The signature pages follow. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCThe remainder of this page is intentionally left blank., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000]

Amendment and Restatement. Upon This Agreement constitutes an amendment and restatement of the effectiveness of this Credit Agreement, dated as of February 10, 2020 (as amended or modified prior to the Existing date hereof, the “Prior Credit Agreement shall be amended and restated in its entirety by this Agreement”), to which certain of the parties hereto are subject. The Existing Obligations outstanding on the Restatement Date shall continue in full force execution and effect and constitute Obligations, and the effectiveness delivery of this Agreement shall not constitute a novation of any indebtedness or repayment other obligations owing to the Lenders or the Administrative Agent under the Prior Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Effective Date, the credit facilities described in the Prior Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers Borrower outstanding as of such date under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Prior Credit Agreement shall be deemed to be amended to refer to this Agreement. Each loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such loans, together with any extensions of credit made on the Effective Date, reflect the Commitments of the Lenders hereunder. The parties has signed this hereto agree and acknowledge that certain Eurocurrency Loans are outstanding under the Prior Credit 104 Agreement effective as of the day Effective Date. Such Eurocurrency Loans shall remain outstanding on and year first above writtenafter the Effective Date and shall continue to accrue interest hereunder at the Eurocurrency Rates applicable thereto until the expiry of the Interest Periods therefor. BORROWERS: VIRCO MFGSuch Loans shall not remain outstanding hereunder as Eurocurrency Loans after the expiry of such Interest Periods. CORPORATIONNo Eurocurrency Loans may be requested on and after the Effective Date. All terms, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Financeconditions and provisions set forth in the Prior Credit Agreement governing Eurocurrency Loans are hereby incorporated by reference herein until the above-described Interest Periods expire. Thereafter, Treasurer such terms, conditions and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer provisions shall be of no force and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000effect. 105

Amendment and Restatement. Upon On the effectiveness of this Agreementdate hereof, the Existing Credit Security Agreement shall be amended and restated in its entirety by this Agreement. The , and the Existing Obligations outstanding on Security Agreement shall thereafter be of no further force and effect, except that the Restatement Date Grantors, the Administrative Agents and the Lenders agree that (a) Liens created under the Existing Security Agreement shall continue to exist under and be evidenced by this Agreement, (b) the Existing Security Agreement shall continue to evidence the representations and warranties made by the Grantors prior to the date hereof, (c) except as expressly stated herein or amended, the other Credit Documents are ratified and confirmed as remaining unmodified and in full force and effect and constitute with respect to all Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of (d) the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Security Agreement or under any of the Other Documents, shall continue to evidence any action or omission performed or required to be secured byperformed pursuant to the Existing Security Agreement prior to the date hereof (including any failure, among other thingsprior to the date hereof, to comply with the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Security Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Credit Agreements existing prior to the date hereof. This Agreement and is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Security Agreement. On and after the date hereof, (x) all Other Documentsreferences to the Existing Security Agreement (or to any amendment or any amendment and restatement thereof) in the Credit Documents (other than this Agreement) shall be deemed to refer to the Existing Security Agreement, as amendedamended and restated hereby, supplemented (y) all references to any section (or otherwise modified by subsection) of the Existing Security Agreement or in any Credit Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and by (z) except as the Other Documents delivered context otherwise provides, on or after the Restatement Date. Any and date hereof, all references in any Other Documents to this Agreement herein (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreementfor purposes of indemnification and reimbursement of fees) to the Existing Credit Agreement shall be deemed to be references to the Existing Security Agreement, as amended and restated hereby. This amendment and restatement is limited as written and is not a consent to refer to this Agreement. Each any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Credit Document, all terms and conditions of the parties has signed this Agreement effective as of the day Credit Documents remain in full force and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCeffect unless specifically amended hereby or by any other Credit Document., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon This Agreement shall amend and restate the Original Credit Agreement in its entirety, with the parties hereby agreeing that there is no novation of the Original Credit Agreement or any other Original Loan Document and from and after the effectiveness of this Agreement, the Existing rights and obligations of the parties under the Original Credit Agreement shall be amended subsumed and restated in its entirety governed by this Agreement. From and after the effectiveness of this Agreement, the “Obligations” under the Original Credit Agreement shall continue as Obligations under this Agreement and the Loan Documents until otherwise paid in accordance with the terms hereof. The Existing Obligations outstanding Security Documents and the grant of Liens on all of the Restatement Date Collateral described therein do and shall continue to secure the payment of all Obligations, and each Credit Party reaffirms its prior grant of the Liens granted by it pursuant to the “Security Documents” (as defined in the Original Credit Agreement) and all such Liens shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue after giving effect to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documentsare hereby confirmed and reaffirmed by each Credit Party. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges The parties hereto further acknowledge and the validity of agree that all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Security Documents” (as such term is defined in the Existing Original Credit Agreement) shall remain in full force and effect after the Effective Date in favor of and for the benefit of the Collateral Agent and the Secured Creditors (with each reference therein to the Existing Credit Agreement shall be deemed administrative agent, the credit agreement or a loan document being a reference to be amended to refer to this Agreement. Each of the parties has signed Administrative Agent, this Agreement effective or the other Loan Documents, as of applicable), in each case, as such Security Documents are modified on the day Closing Date, and year first above writteneach Credit Party hereby confirms and ratifies its obligations thereunder. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000ARTICLE II REVOLVING CREDIT FACILITY SECTION 2.1

Amendment and Restatement. Upon It is the effectiveness intention of this Agreement, each of the Existing parties hereto that the Pre-Petition Second Lien Credit Agreement shall be amended and restated in its entirety pursuant to this Agreement so as to preserve the perfection and priority of all security interests and Liens securing indebtedness and obligations under the Pre-Petition Second Lien Credit Agreement and that all Indebtedness and obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents shall continue to be secured by the Liens and security interests evidenced under the Loan Documents and that this Agreement does not constitute a novation or termination of the obligations and liabilities existing under the Pre-Petition Second Lien Credit Agreement. Without limiting the generality of the foregoing, each Loan Party hereby confirms, ratifies and reaffirms (a) its liabilities, guarantees, indebtedness and obligations under the Pre-Petition Second Lien Credit Agreement, as amended and restated hereby, and (b) the Liens and security interests granted or purported to be granted pursuant to the Loan Documents (as defined in the Pre-Petition Second Lien Credit Agreement), as amended and restated as contemplated by the Loan Documents. The Existing Obligations outstanding on parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Restatement Date Pre-Petition Second Lien Credit Agreement made under and in accordance with the terms of Section 12.02 of the Pre-Petition Second Lien Credit Agreement. In addition, unless specifically amended hereby, each of the Loan Documents shall continue in full force and effect effect. This Agreement restates and constitute Obligationsreplaces, in its entirety, the Pre-Petition Second Lien Credit Agreement; from and after the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing ObligationsEffective Date, together with any and all additional Obligations incurred by Borrowers under this Agreement or under reference in any of the Other Documents, shall continue other Loan Documents to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement ” shall be deemed to be amended to refer to this Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon It is the effectiveness intention of this Agreement, each of the Existing parties hereto that the Original Credit Agreement shall be amended and restated in its entirety pursuant hereto so as to preserve and continue the perfection and priority of all Liens securing Indebtedness and Obligations under the Original Credit Agreement and that all Indebtedness and Obligations of the Borrower and the Guarantors hereunder shall be secured by the Liens evidenced under the Collateral Documents and that the Second Restatement Amendment and this Agreement do not constitute a novation or termination of the Indebtedness and Obligations existing under the Original Credit Agreement (or serve to terminate Section 10.04 or 10.05 of the Original Credit Agreement or any of the Borrower’s obligations thereunder with respect to the existing Lenders under the Original Credit Agreement). The Existing Obligations outstanding on In addition, unless specifically amended hereby, each of the Restatement Date Loan Documents shall continue in full force and effect and constitute Obligationsthat, from and after the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever locatedAmendment Effective Date, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including to the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement ” contained therein shall be deemed to be amended to refer to this Agreement. Each of the parties has signed [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] EXHIBIT K TO CREDIT AGREEMENT FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this Agreement effective “Assignment and Assumption”) is dated as of the day Effective Date set forth below and year is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Second Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, participations in Swing Line Loans and L/C Obligations included in such facility)and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first above writtenbracketed language. BORROWERS: VIRCO MFG. CORPORATIONIf the assignment is from multiple Assignors, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCchoose the second bracketed language., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. (a) The Credit Parties, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of thisthe Existing Restated Credit Agreement, the terms and provisions of the Existing Term Loan Facility shall behave been and hereby arethereby were amended and restated in their entirety by the terms and conditions of thisthe Existing Restated Credit Agreement and the terms and provisions of the Existing Term Loan Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.23), shall be superseded by thisthe Existing Restated Credit Agreement. Upon the effectiveness of this thisthe Existing Restated Credit Agreement, each Credit Document that was in effect immediately prior to the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force and effect and constitute Obligations, and the effectiveness date of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, AgreementClosing Date shall continue to be secured by, among other thingseffective on its terms unless otherwise expressly stated herein. (b) Notwithstanding the amendment and restatement of the Existing Term Loan Facility by thisthe Existing Restated Credit Agreement, the CollateralCredit Parties shall continue to be liable (i) to each Indemnified Person with respect to agreements on their part under the Existing Term Loan Facility to indemnify and hold harmless such Indemnified Person from and against all claims, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligationsdemands, liabilities, grants of security interestsdamages, pledges losses, costs, charges and expenses to which the Administrative Agent and the validity of all covenants by it contained Lenders may be subject arising in connection with the Existing Credit Agreement Term Loan Facility and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by (ii) for the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” Obligations (as such term is defined in the Existing Term Loan Facility) of the Borrower and the other Credit Agreement) to Parties under the Existing Term Loan Facility and the other Credit Agreement shall be deemed to be amended to refer to this Agreement. Each of Documents (as defined in the parties has signed this Agreement effective Existing Term Loan Facility) that remain unpaid and outstanding as of the day date of thisthe Existing Restated Credit Agreement and year first above writtensuch Obligations shall continue to exist under and be evidenced by thisthe Existing Restated Credit Agreement and the other Credit Documents. BORROWERS: VIRCO MFGThisThe Existing Restated Credit Agreement iswas given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Term Loan Facility and iswas not intended to constitute a novation of the Existing Term Loan Facility. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,00013.24

Amendment and Restatement. Upon It is the effectiveness intention of this Agreement, each of the parties hereto that the Existing Credit Agreement shall be amended and restated in so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement and that all Indebtedness and Obligations (other than Excluded Swap Obligations) of Holdings and its entirety Subsidiaries hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement. The Existing Obligations outstanding on Each of the Restatement Date Credit Parties confirms for the benefit of the Secured Parties (including, without limitation, any future Lender) that the Collateral Documents shall continue in full force and effect and constitute Obligationseach of the Credit Parties hereby acknowledges and agrees that the Collateral and Liens granted by it pursuant to or in connection with the Existing Credit Agreement shall remain continuous and unaffected in accordance with the provisions of the Collateral Documents and such Collateral or Liens shall maintain the priority ranking originally achieved and shall not be discharged or released, and that the effectiveness obligations secured thereunder will be the obligations defined as such in the Collateral Documents as those obligations have been amended (which includes any new commitments and/or the increase of any commitments) pursuant to this Agreement shall not constitute a novation and any amended or repayment new Credit Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ObligationsCredit Agreement made under and in accordance with the terms of Section 10.5 of the Existing Credit Agreement. Such Each term defined by reference to the Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Credit Agreement or under any of other Credit Document shall have the Other Documents, shall continue meaning given to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained such term in the Existing Credit Agreement and in any and all Other Documentsor such other Credit Document as such may be amended. In addition, as amended, supplemented unless specifically amended hereby or otherwise modified by this Agreement and by the Other Second Amendment, each of the Credit Documents delivered on and the Restatement Date. Any Exhibits and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) Schedules to the Existing Credit Agreement shall continue in full force and effect except that, from and after the Second Amendment Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to be amended to refer to this Agreement. Each APPENDIX A TO CREDIT AND GUARANTY AGREEMENT Second Amendment Effective Date Term Loan Commitments Lender Second Amendment Effective Date Term Loan Commitment Pro Rata Share XXXXXXX XXXXX BANK USA $ 952,749,999.73 100% Total $ 952,749,999.73 100% [On file with Administrative Agent] APPENDIX B TO CREDIT AND GUARANTY AGREEMENT Notice Addresses Holdings and any of its Subsidiaries c/o Tronox Limited (ACN 153 348 111) 000 Xxxxxx Xxxxxxxxx, Suite 1100 Stamford, Connecticut 06901 0000 X.X. 000xx Xxxxxx Xxxxxxxx Xxxx, XX 00000 Attention: General CounselRichard Xxxxxx Email: xxxxxxx.xxxxxx@xxxxxx.xxx in each case, with a copy to: Xxxxxxxx & EllisMcDermott Will & Xxxxx LLP 000 Xxxxxxxxx000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000Xxx York 10173 Attention: Xxxxxxx Xxxxxxxxx Facsimile: 214646-446439-64609237 XXXXXXX XXXXX BANK USA, Administrative Agent’s Principal Office and as Lender: XXXXXXX SACHS BANK USA c/o Goldman, Xxxxx & Co. 00 Xxxxxx Xxxxxx, 5th Floor Jersey City, NJ 07302 Attention: Xxxx Xxxxxxxx Email: xxx.xxxx@xx.xxx xxxx-xxxxxxxxx-xxxxxxxx@xx.xxxxx.xx.xxx with a copy to: XXXXXXX SACHS BANK USA as Administrative Agent and Collateral Agent, 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxxx Xxxxx Facsimile: 212-902256-30002205 Attention: Xxxxxxxxx Xxxxxx and Xxxxxx & Xxxxxxx LLP 000 X. Xxxxxx Dr., Suite 5800 Chicago, IL 60606 Attention: Xxxx Xxxxxx Facsimile: 000-000-0000 ANNEX II CONSENT TO THIRD AMENDMENT CONSENT TO THIRD AMENDMENT (this “Consent”) to the parties has signed this Third Amendment to Credit and Guaranty Agreement effective (the “Amendment”) by and among TRONOX PIGMENTS (NETHERLANDS) B.V., TRONOX LIMITED (ACN 153 348 111), the Lenders party thereto, XXXXXXX SACHS BANK USA, as Administrative Agent (“Administrative Agent”), and the GUARANTORS listed on the signature pages thereto, which amends that Credit and Guaranty Agreement dated as of February 8, 2012 (as amended through the day Third Amendment Effective Date without giving effect to the amendments set forth in the Amendment, the “Existing Credit Agreement”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Amendment. The undersigned Lender hereby irrevocably and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer unconditionally approves the Amendment and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and consents as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000follows (check ONE option):

Amendment and Restatement. Upon This Agreement constitutes an amendment and restatement of the effectiveness of this Credit Agreement, dated as of February 10, 2020 (as amended or modified prior to the Existing date hereof, the “Prior Credit Agreement shall be amended and restated in its entirety by this Agreement”), to which certain of the parties hereto are subject. The Existing Obligations outstanding on the Restatement Date shall continue in full force execution and effect and constitute Obligations, and the effectiveness delivery of this Agreement shall not constitute a novation of any indebtedness or repayment other obligations owing to the Lenders or the Administrative Agent under the Prior Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Effective Date, the credit facilities described in the Prior Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers Borrower outstanding as of such date under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Prior Credit Agreement shall be deemed to be amended to refer to this Agreement. Each loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such loans, together with any extensions of credit made on the Effective Date, reflect the Commitments of the Lenders hereunder. The parties has signed this hereto agree and acknowledge that certain Eurocurrency Loans are outstanding under the Prior Credit Agreement effective as of the day Effective Date. Such Eurocurrency Loans shall remain outstanding on and year first above writtenafter the Effective Date and shall continue to accrue interest hereunder at the Eurocurrency Rates applicable thereto until the expiry of the Interest Periods therefor. BORROWERS: VIRCO MFGSuch Loans shall not remain outstanding hereunder as Eurocurrency Loans after the expiry of such Interest Periods. CORPORATIONNo Eurocurrency Loans may be requested on and after the Effective Date. All terms, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Financeconditions and provisions set forth in the Prior Credit Agreement governing Eurocurrency Loans are hereby incorporated by reference herein until the above-described Interest Periods expire. Thereafter, Treasurer such terms, conditions and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer provisions shall be of no force and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000effect. 105

Amendment and Restatement. Upon The parties to this Agreement agree that, upon (i) the effectiveness execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 6.1, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in its their entirety by the terms and provisions of this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force This Agreement is not intended to and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of novation. Subject to Section 13.20, all Loans made and Obligations incurred under the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Credit Agreement or under any of which are outstanding on the Other Documents, effective date hereof shall continue to as Loans and Obligations under (and shall be secured by, among other things, governed by the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in terms of) this Agreement and the Other other Loan Documents. Each Borrower hereby reaffirms its obligationsWithout limiting the foregoing, liabilities, grants of security interests, pledges and upon the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and effectiveness hereof: (a) all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement “Agent”, the “Agreement” and the “Loan Documents” shall be deemed to be amended to refer to the Agent, this Agreement and the Loan Documents, (b) all Letters of Credit issued and outstanding under the Existing Credit Agreement on the date hereof shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement. Each , (c) all obligations constituting “Obligations” with any Bank or any Affiliate of any Bank which are outstanding on the effective date herefor shall continue as Obligations under this Agreement and the other Loan Documents, (d) the Agent shall make such reallocations, sales, assignments or other relevant actions as are necessary so that each Bank holds its pro rata share of outstanding credit exposure on the effective date herefor, and (e) the Company hereby agrees to compensate each Bank for any and all losses, costs and expenses incurred by such Bank in connection with the sale and assignment of any Loans (other than Base Rate Loans), including as a result of the parties has signed this Agreement effective as of reallocation described above, in each case on the day terms and year first above writtenin the manner set forth in Section 5.1 hereof. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000Section 13.20

Amendment and Restatement. This Agreement amends and restates in its entirety the Original Agreement among the parties hereto. Upon the effectiveness occurrence of the Effective Date, (a) the terms and provisions of the Original Agreement shall be amended, superseded and restated in their entirety by the terms and provisions of this Agreement and, unless expressly stated to the contrary, each reference to the Original Agreement in any of the Transaction Documents or any other document, instrument or agreement delivered in connection therewith shall mean and be a reference to this Agreement, (b) this Agreement is not intended to and shall not constitute a novation of the Existing Credit Original Agreement or the obligations and liabilities 81 749037980 existing thereunder, (c) the commitment of each “Committed Purchaser” (as defined in the Original Agreement) that is a party to the Original Agreement shall, on the Effective Date, automatically be deemed restated and the only Commitments shall be those hereunder, (d) with respect to any date or time period occurring and ending prior to the Effective Date, the rights and obligations of the parties to the Original Agreement shall be amended governed by the Original Agreement and restated in its entirety the other Transaction Documents (as defined therein), and (e) with respect to any date or time period occurring and ending on or after the Effective Date, the rights and obligations of the parties hereto shall be governed by this AgreementAgreement and the other Transaction Documents (as defined herein). The Existing Obligations outstanding on liens, security interests and other interests in the Restatement Date Seller Assets granted under the Original Agreement are and shall continue remain legal, valid, binding and enforceable to the extent also constituting Seller Assets hereunder. Each of the parties hereto hereby acknowledge and confirm the continuing existence and effectiveness of such liens, security interests and other interests in full force and effect and constitute Obligationssuch Seller Assets granted under the Original Agreement, and further agree that the effectiveness execution and delivery of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documentsway release, as amendeddiminish, supplemented impair, reduce or otherwise modified by this Agreement affect such liens, security interests and by other interests in such Seller Assets granted under the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement shall be deemed to be amended to refer to this Original Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000749037980

Amendment and Restatement. Upon the effectiveness This Agreement constitutes an amendment and restatement of this Agreement, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Guaranty Agreement and as such, except for the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges indebtedness and the validity of all covenants by it contained other than obligations provided for in the Existing Credit Agreement (which indebtedness and in any obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all Other Documents, as amended, supplemented or otherwise modified by terms and provisions of this Agreement supersede in their entirety the terms and by provisions of the Other Documents delivered on Existing Credit Agreement and the Restatement DateExisting Guaranty Agreement in their entirety. Any This Agreement is not intended as and shall not be construed as a release or novation of any or all references in any Other Documents (including of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement shall be deemed hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to be amended the matters set forth in the Acknowledgment of and Consent and Agreement to refer Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this AgreementAgreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the parties has signed this Agreement effective as of funding on the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCClosing Date., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon Subject to the effectiveness conditions set forth in Article III, on the Effective Date, upon the consummation of this Agreementthe assignments referred to in Section 1.02, (a) the Existing 1993 ASI Credit Agreement shall be amended and restated in its entirety by this the form of the Amended and Restated Credit Agreement. The Existing Obligations , (b) the Continuing Loans shall constitute Loans outstanding under, and as defined in, the Amended and Restated Credit Agreement in accordance with the Effective Date Loan Notices (and, for purposes of the Amended and Restated Credit Agreement, the Continuing Lenders shall be deemed to have advanced their respective Continuing Loans under the Amended and Restated Credit Agreement on the Restatement Effective Date as though made pursuant to Borrowing Requests delivered thereunder), (c) the interests, rights and obligations of each Continuing Lender shall be limited to those set forth in the Amended and Restated Credit Agreement and the Credit Documents as amended (if applicable) pursuant to the Credit Documents Amendment Agreement dated as of the date hereof among Holding, ASI, the ASI Subsidiaries and the Collateral Agent (the "Credit Documents Amendment") and (d) certain of the Credit Documents (and all interests of any party thereunder, including all security interests whatsoever) shall be amended pursuant to the Credit Documents Amendment as described in Schedule 1.03 and shall continue in full force and effect and constitute Obligationsfor the benefit of the Continuing Lenders, and all references in any thereof to the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this 1993 ASI Credit Agreement or under to any of such other Credit Documents shall be deemed references to the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired Amended and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Restated Credit Agreement and in any and all Other Documentsor to such Credit Documents as amended thereby (if applicable), as the Amended and Restated Credit Agreement or such Credit Documents may hereafter be amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) from time to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCtime., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon (a) On the effectiveness of this AgreementRestatement Effective Date, the Existing Credit Original ABL Collateral Agreement shall be amended and restated in its entirety by this Agreement. This Agreement shall not constitute a novation of the Original ABL Collateral Agreement or any of the other Security Documents. The Existing Obligations parties hereto acknowledge and agree that (i) the grant by the Grantors of security interests in the Collateral (as amended and restated hereby) and by the Granting Parties of security interests in the Pledged Collateral (as amended and restated hereby), in each case, pursuant to the Original ABL Collateral Agreement was made as of the Closing Date (or as of such later date on which a Grantor became a party thereto) and the amendment and restatement of the Original ABL Collateral Agreement as contemplated hereby continues such grants, (ii) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in Original ABL Collateral Agreement), which remain outstanding on as of the Restatement Date shall continue Effective Date, (iii) the “Obligations” (as defined in Original ABL Collateral Agreement) are in all respects continuing (as amended and restated hereby and by the ABL Credit Agreement and which are in all respects hereinafter subject to the terms herein) and (iv) the Liens and security interests as granted under the Original ABL Collateral Agreement and the other applicable Loan Documents are in all respects continuing and in full force and effect and constitute Obligationsare reaffirmed hereby. To the extent applicable, the Grantors hereby acknowledge, confirm and agree that any financing statements, fixture filings, filings with the effectiveness of this Agreement shall not constitute a novation United States Patent and Trademark Office or repayment the United States Copyright Office or other instrument similar in effect to the foregoing under applicable law covering all or any part of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any Collateral previously filed in favor of the Other DocumentsCollateral Agent under the Original ABL Collateral Agreement are in full force and effect as of the date hereof, shall continue except with respect to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” real property subject to a Mortgage (as such term is defined in the Existing Original Credit Agreement) in effect immediately prior to the Existing Credit Agreement shall be deemed date hereof, and each Grantor ratifies its authorization for the Collateral Agent to be amended file in any relevant jurisdictions any such financing statement, fixture filing, filing or other instrument relating to refer to this Agreement. Each all or any part of the parties has signed this Agreement effective as of Collateral if filed prior to the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCdate hereof., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon This Agreement shall become effective on the effectiveness Effective Date and shall supersede all provisions of the Existing Credit Agreement as of such date. From and after the Effective Date, (a)(i) the commitments of those Lenders under the Existing Credit Agreement that are continuing as Lenders under this AgreementAgreement (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Existing Credit Agreement that are not continuing as Lenders under this Agreement (the “Non‑Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.12 hereof of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement as if the outstanding Revolving Loans had been prepaid on the Effective Date); and (c) all outstanding “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall be amended remain outstanding as the initial Revolving Loans and restated in its entirety by this AgreementLetters of Credit hereunder. The Existing Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding on the Restatement Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall continue be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in full force and effect and constitute Obligationsconnection therewith), and the effectiveness with all subsequent extensions of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers credit under this Agreement or under any (including, without limitation, participations in respect of all Swing Loans and Letters of Credit) to be made in accordance with the respective Revolving Credit Commitments of the Other Documents, shall continue Lenders from time to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in time party to this Agreement and the Other Documentsas provided herein. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all All references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) made to the Existing Credit Agreement shall in any Credit Document or in any other instrument or document shall, without more, be deemed to be amended to refer to this Agreement. Each This Agreement amends and restates the Existing Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the parties has signed this Existing Credit Agreement effective as or the indebtedness, obligations and liabilities of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATIONBorrower, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCor any Guarantor evidenced or provided for thereunder., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon This Agreement shall fully amend and restate the effectiveness of this Existing Credit Agreement. The Lenders’ interests with respect to the Loan proceeds outstanding under (and as defined in) the Existing Credit Agreement, shall be reallocated on the Effective Date in accordance with each Lender’s Commitments. The principal amount outstanding under the Existing Credit Agreement as of the date hereof shall be amended and restated in its entirety by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue deemed to be secured byLoan proceeds disbursed hereunder and under the Notes, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically with each Lender having funded a portion of such Loan proceeds in an amount equal to its respective Pro Rata Share thereof; such initial outstanding advances hereunder are set forth in this Agreement and on Schedule 1.4 attached hereto. On the Other Documents. Each Borrower hereby reaffirms its obligationsEffective Date, liabilities, grants (A) the loan commitment of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term each Lender that is defined in the Existing Credit Agreement) a party to the Existing Credit Agreement but not a party to this Agreement (an “Exiting Lender”) shall be deemed terminated, all outstanding obligations owing to such Exiting Lenders under the Existing Credit Agreement on the Effective Date shall be paid in full, and each Exiting Lender shall cease to be amended a Lender under this Agreement; provided, however, that, notwithstanding anything else provided herein or otherwise, any rights of an Exiting Lender under the Loan Documents that are intended by their express terms to refer survive termination of the Commitments and/or the repayment, satisfaction or discharge of obligations under any Loan Document shall survive for such Exiting Lender hereunder, and (B) each Person listed on Schedule 1.1(a) attached to this Agreement. Each of the parties has signed Agreement shall be a Lender under this Agreement effective as of with the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCCommitments set forth opposite its name on such Schedule 1.1(a)., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon On the effectiveness of this Agreement, Restatement Date the Existing Credit Agreement shall be amended amended, restated and restated superseded in its entirety by hereby. The parties hereto acknowledge and agree that (i) this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force and effect and constitute Obligations, any promissory notes delivered pursuant hereto and the effectiveness of this Agreement shall other Loan Documents executed and delivered in connection herewith do not constitute a novation or repayment termination of the Existing “Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Restatement Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Existing Credit Agreement, each Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent or any Lender or its successors arising out of the representations and warranties of the Borrowers contained in or delivered in connection with the Existing Credit Agreement shall be deemed to be amended to refer to survive the execution, delivery and effectiveness of this Agreement. Each The Continuing Lenders constituting “Required Lenders” under the Existing Credit Agreement hereby waive (i) the requirement pursuant to Section 2.6 of the parties has signed this Existing Credit Agreement effective as that the Borrowers deliver prior notice of its election to terminate the “Commitments” under the Existing Credit Agreement and (ii) the requirement pursuant to Section 2.8 of the day and year first above writtenExisting Credit Agreement that the Borrowers deliver prior notice of its election to prepay all outstanding “Advances” under the Existing Credit Agreement. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000104 [Signature Page Follows] 105

Amendment and Restatement. Upon This Agreement shall become effective on the effectiveness Effective Date and shall supersede all provisions of the Existing Credit Agreement as of such date. From and after the Effective Date, (a)(i) the commitments of those Lenders under the Existing Credit Agreement that are continuing as Lenders under this AgreementAgreement (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Existing Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.12 hereof of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement as if the outstanding Revolving Loans had been prepaid on the Effective Date); and (c) all outstanding “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall be amended remain outstanding as the initial Revolving Loans and restated in its entirety by this AgreementLetters of Credit hereunder. The Existing Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding on the Restatement Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall continue be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in full force and effect and constitute Obligationsconnection therewith), and the effectiveness with all subsequent extensions of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers credit under this Agreement or under any (including, without limitation, participations in respect of the Other Documents, shall continue all Swingline Signature Page to be secured by, among other thingsXxxxx Lang LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Agreement IN WITNESS WHEREOF, the Collateral, whether now existing or hereafter acquired parties hereto have caused their duly authorized officers to execute and wheresoever located, all as more specifically set forth in deliver this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Each of the parties has signed this Agreement effective as of the day and year date first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: XXXXX XXXX LASALLE FINANCE B.V. By ____________________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: Title _________________________________ Name: Xxxxxx X. Dose Title: Senior Vice President FinanceXXXXX LANG LASALLE INCORPORATED, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: Guarantor By ____________________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000Title _________________________________ XXXXX XXXX LASALLE CO-INVESTMENT, INC., as Guarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE INTERNATIONAL, INC., as Guarantor By ____________________________________ Title _________________________________ LASALLE INVESTMENT MANAGEMENT, INC., as Guarantor By ____________________________________ Title _________________________________ Signature Page to Xxxxx Xxxx LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Agreement XXXXX LANG LASALLE AMERICAS, INC., as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE LIMITED, as Guarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE SE, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE NEW ENGLAND LLC, as Guarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE BROKERAGE, INC., as Guarantor By ____________________________________ Title _________________________________

Amendment and Restatement. Upon On the Fifth Amended and Restated Effective Date, the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement, any Notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the "Obligations" (as defined in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement)) under the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) as in effect prior to the Fifth Amended and Restated Effective Date; (ii) such "Obligations" are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of such "Obligations" are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement, Agreement all loans and letters of credit outstanding under the Existing Original Credit Agreement shall (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) immediately before the effectiveness of this Agreement will be amended part of the Loans and restated Letters of Credit hereunder on the terms and conditions set forth in its entirety by this Agreement. The Existing Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the Fifth Amended and Restated Effective Date secure all Obligations outstanding on hereunder. Notwithstanding the Restatement Date modifications effected by this Agreement of the representations, warranties and covenants of the Loan Parties contained in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement), Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of any Credit Party contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) or any other Loan Document executed in connection therewith shall survive the execution and delivery of this Agreement, provided, further, that the Obligations under the other Loan Documents shall also continue in full force and effect and constitute Obligationsincluding, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other thingswithout limitation, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and Obligations of each Credit Party pursuant to the Other Collateral Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants All indemnification obligations of security interests, pledges and each Credit Party pursuant to the validity of all covenants by it contained in the Existing Original Credit Agreement and in any and all Other Documents, (as previously amended, supplemented restated or otherwise modified by this Agreement including in connection with the Fourth Amended and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Restated Credit Agreement) to (including any arising from a breach of the Existing representations thereunder) shall survive the amendment and restatement of the Original Credit Agreement shall be deemed to be amended to refer (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) pursuant to this Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. This Agreement amends and restates in its entirety the Original Agreement among the parties hereto. Upon the effectiveness occurrence of the Effective Date, (a) the terms and provisions of the Original Agreement shall be amended, superseded and restated in their entirety by the terms and provisions of this Agreement and, unless expressly stated to the contrary, each reference to the Original Agreement in any of the Transaction Documents or any other document, instrument or agreement delivered in connection therewith shall mean and be a reference to this Agreement, (b) this Agreement is not intended to and shall not constitute a novation of the Existing Credit Original Agreement or the obligations and liabilities existing thereunder, (c) the commitment of each “Committed Purchaser” (as defined in the Original Agreement) that is a party to the Original Agreement shall, on the Effective Date, automatically be deemed restated and the only Commitments shall be those hereunder, (d) with respect to any date or time period occurring and ending prior to the Effective Date, the rights and obligations of the parties to the Original Agreement shall be amended governed by the Original Agreement and restated in its entirety the other Transaction Documents (as defined therein), and (e) with respect to any date or time period occurring and ending on or after the Effective Date, the rights and obligations of the parties hereto shall be governed by this AgreementAgreement and the other Transaction Documents (as defined herein). The Existing Obligations outstanding on liens, security interests and other interests in the Restatement Date Seller Assets granted under the Original Agreement are and shall continue remain legal, valid, binding and enforceable to the extent also constituting Seller Assets hereunder. Each of the parties hereto hereby acknowledge and confirm the continuing existence and effectiveness of such liens, security interests and other interests in full force and effect and constitute Obligationssuch Seller Assets granted under the Original Agreement, and further agree that the effectiveness execution and delivery of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documentsway release, as amendeddiminish, supplemented impair, reduce or otherwise modified by this Agreement affect such liens, security interests and by other interests in such Seller Assets granted under the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement shall be deemed to be amended to refer to this Original Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,00080

Amendment and Restatement. Upon On and after the effectiveness Amendment and Restatement Effective Date, this Agreement will automatically and without further action of any kind amend and restate in its entirety the Original Credit Agreement and, upon the Amendment and Restatement Effective Date the terms and provisions of the Original Credit Agreement shall, subject to this Section 12.19, be superseded hereby and thereby and the Commitments (as defined in the Original Credit Agreement) of each Lender who is not a party to this Agreement shall terminate in their entirety on the Amendment and Restatement Effective Date; provided, however, that notwithstanding the amendment and restatement of the Original Credit Agreement by this Agreement, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, Borrower shall continue to be secured byliable to the Administrative Agent, among other thingseach Indemnified Person and each Lender (each as defined in the Original Credit Agreement) (the "Original Credit Agreement Persons") with respect to the agreements of the Borrower in Sections 3.5, 3.6, 11.5 and 12.4 of the CollateralOriginal Credit Agreement; provided, whether now existing or hereafter acquired and wheresoever locatedhowever, all as more specifically set forth notwithstanding anything else in this Agreement and to the Other Documents. Each Borrower hereby reaffirms its obligationscontrary, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in if for any and all Other Documents, as amended, supplemented or otherwise modified by reason this Agreement is not legally sufficient to constitute an amendment and by restatement of the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Original Credit Agreement) to the Existing Credit , then this Agreement shall constitute a new credit facility and shall be deemed to be amended to refer to this refinance in full the "Obligations" (as defined under the Original Credit Agreement) under the Original Credit Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000ARTICLE XIII

Amendment and Restatement. Upon The parties hereto agree that, on the effectiveness of this AgreementClosing Date, the Existing Credit Agreement following transactions shall be amended and restated in its entirety deemed to occur automatically, without further action by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents party hereto: (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreementa) to the Existing Credit Agreement shall be deemed to be amended to refer and restated in its entirety pursuant to this Agreement. Each ; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the parties has signed this obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement effective shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed. On the Closing Date, (i) the Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the day Closing Date, and year first above written(ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 2.01 as in effect on the Closing Date. BORROWERS: VIRCO MFGThe parties hereto further acknowledge and agree that this Agreement constitutes an amendment to 128 the Existing Credit Agreement made under and in accordance with the terms of Section 11.01 of the Existing Credit Agreement. CORPORATION, This Agreement is not a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000novation of the Existing Credit Agreement. [SIGNATURE PAGES FOLLOW] 129

Amendment and Restatement. Upon the effectiveness of this Agreement, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this This Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges other Credit Documents amend and the validity of all covenants by it contained in restate the Existing Credit Agreement and in any and all Other the other "Credit Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” " (as such term is defined in the Existing Credit Agreement) ). All rights, benefits, indebtedness, interests, liabilities and obligations of the parties to the Existing Credit Agreement and the agreements, documents and instruments executed and delivered in connection with the Existing Credit Agreement (collectively, the "Existing Credit Documents") are hereby renewed, amended, restated and superseded in their entirety according to the terms and provisions set forth herein and in the other Credit Documents. This Agreement does not constitute, nor shall it result in, a waiver of or release, discharge or forgiveness of any amount payable pursuant to the Existing Credit Documents or any indebtedness, liabilities or obligations of Credit Parties thereunder, all of which are renewed and continued and are hereafter payable and to be performed in accordance with this Agreement and the other Credit Documents. Neither this Agreement nor any other Credit Document extinguishes the indebtedness or liabilities outstanding in connection with the Existing Credit Documents, nor do they constitute a novation with respect thereto. All security interests, pledges, assignments and other Liens previously granted by any Credit Party pursuant to the Existing Credit Documents are hereby renewed and continued, and all such security interests, pledges, assignments and other Liens shall remain in full force and effect as security for the Obligations except as otherwise provided by this Agreement or the Pledge and Security Agreement. Amounts in respect of interest, fees and other amounts payable to or for the account of Agent and Lenders shall be deemed to be amended to refer to this Agreement. Each calculated (i) in accordance with the provisions of the parties has signed Existing Credit Agreement with respect to any period (or a portion of any period) ending prior to the Closing Date, and (ii) in accordance with the provisions of this Agreement effective as with respect to any period (or a portion of any period) commencing on or after the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCClosing Date., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon The parties hereto agree that, on the effectiveness of this AgreementClosing Date, the Existing Credit Agreement following transactions shall be amended and restated in its entirety deemed to occur automatically, without further action by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents party hereto: (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreementa) to the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all Obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the Guarantees made to the Lenders, each Swap Bank, each Treasury Management Bank, and the Administrative Agent pursuant to the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed and that each Guarantor has taken all necessary corporate or company action to approve the reaffirmation of such Guarantor’s Guaranty; (d) the Collateral Documents and the Liens created thereunder in favor of Bank of America, as Administrative Agent for the benefit of the holders of the Obligations (as defined in the Existing Credit Agreement) shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; (e) all Existing Letters of Credit outstanding under the Existing Credit Agreement on the Closing Date shall be deemed to be Letters of Credit outstanding on the Closing Date under this Agreement; and (f) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. Each The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.01 of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCExisting Credit Agreement., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon This Agreement shall become effective on the effectiveness Effective Date and shall supersede all provisions of the Existing Credit Agreement as of such date. From and after the Effective Date, (a)(i) the commitments of those Lenders under the Existing Credit Agreement that are continuing as Lenders under this AgreementAgreement (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Existing Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.12 hereof of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement as if the outstanding Revolving Loans had been prepaid on the Effective Date); and (c) all outstanding “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall be amended remain outstanding as the initial Revolving Loans and restated in its entirety by this AgreementLetters of Credit hereunder. The Existing Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding on the Restatement Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C -129- Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall continue be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in full force and effect and constitute Obligationsconnection therewith), and the effectiveness with all subsequent extensions of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers credit under this Agreement or under any (including, without limitation, participations in respect of all Swingline Loans and Letters of Credit) to be made in accordance with the respective Revolving Credit Commitments of the Other Documents, shall continue Lenders from time to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in time party to this Agreement and the Other Documentsas provided herein. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all All references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) made to the Existing Credit Agreement shall in any Credit Document or in any other instrument or document shall, without more, be deemed to be amended to refer to this Agreement. Each This Agreement amends and restates the Existing Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the indebtedness, obligations and liabilities of the Borrower, or any Guarantor evidenced or provided for thereunder. [SIGNATURE PAGES TO FOLLOW] Signature Page to Xxxxx Xxxx LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Agreement IN WITNESS WHEREOF, the parties has signed hereto have caused their duly authorized officers to execute and deliver this Agreement effective as of the day and year date first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: XXXXX LANG LASALLE FINANCE B.V. By ____________________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: Title _________________________________ Name: Xxxxxx X. Dose Title: Senior Vice President FinanceXXXXX XXXX LASALLE INCORPORATED, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: Guarantor By ____________________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000Title _________________________________ XXXXX LANG LASALLE CO-INVESTMENT, INC., as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE INTERNATIONAL, INC., as Guarantor By ____________________________________ Title _________________________________ LASALLE INVESTMENT MANAGEMENT, INC., as Guarantor By ____________________________________ Title _________________________________ Signature Page to Xxxxx Lang LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Agreement XXXXX XXXX LASALLE AMERICAS, INC., as Guarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE LIMITED, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE SE, as Guarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE NEW ENGLAND LLC, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE BROKERAGE, INC., as Guarantor By ____________________________________ Title _________________________________

Amendment and Restatement. Upon (a) On the effectiveness Effective Date (i) this Agreement renews and extends (and does not release or novate) the indebtedness and obligations outstanding under the Fifth Amended and Restated Credit Agreement, (ii) the commitments under the Fifth Amended and Restated Credit Agreement are renewed and replaced by the commitments to the Borrower hereunder and all other covenants and provisions of the Fifth Amended and Restated Credit Agreement are terminated, except provisions that expressly survive such termination pursuant to the terms of the Fifth Amended and Restated Credit Agreement, including indemnification provisions, (iii) all Liens and guarantee agreements securing or benefiting the commitments, obligations and liabilities under the Fifth Amended and Restated Credit Agreement shall continue and shall secure and benefit the Loans and other obligations and liabilities of the Loan Parties under this Agreement, and (A) the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force and effect and constitute Obligations, and the effectiveness of Security Documents delivered pursuant to this Agreement shall amend and restate the Liens securing or benefiting the commitments, obligations and liabilities under the Fifth Amended and Restated Credit Agreement whether or not constitute a novation or repayment of the Existing Obligations. Such Existing Obligationsany such Security Document so expressly states, together with any and all additional Obligations incurred by Borrowers under (B) this Agreement shall amend and restate the guarantees securing or benefiting the commitments, obligations and liabilities under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired Fifth Amended and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Restated Credit Agreement) to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon On the effectiveness of Effective Date, (i) this Agreement, Agreement shall amend and restate the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations outstanding on but, for the Restatement Date shall continue in full force and effect and constitute Obligationsavoidance of doubt, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligationsparties' rights and obligations thereunder, together with any (ii) the Liens and all additional Obligations incurred by Borrowers security interests as granted under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in or any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” Document (as such term is defined in the Existing Credit Agreement) securing payment of indebtedness, liabilities and obligations thereunder are in all respects continuing and in full force and effect, (iii) the parties hereto agree and acknowledge that (x) the Revolving Credit Facility set forth in Section 2.1(b) is provided as an “Incremental Revolving Tranche Facility” under and as defined in the Existing Credit Agreement and the “Revolving Credit Commitments” as defined in and under the Existing Credit Agreement and the revolving credit facility provided pursuant to Section 2.1(b) of the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Each terminate simultaneously with the repayment of amounts owing with respect thereto and the effectiveness of the parties has signed Revolving Credit Facility provided herein and (y) the Term A Facility set forth in subsection 2.1(a) is provided as an “Incremental Term Facility” under and as defined in the Existing Credit Agreement and the term B facility provided pursuant to Section 2.1(a) of the Existing Credit Agreement shall terminate simultaneously with the repayment of amounts owing with respect thereto and the funding and effectiveness of the Term A Facility provided herein, (iv) the lenders under the Existing Credit Agreement who elect to become Lenders (“Continuing Lenders”) under this Agreement effective waive any restrictions on or requirements for Incremental Facilities as defined in and under in the Existing Credit Agreement and (v) the Revolving Credit Commitments and Term A Loan Commitments of each of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCContinuing Lenders shall be as set forth in Schedule 2.1., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon The parties to this Agreement agree that, upon (i) the effectiveness execution and delivery by each of the parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 6.1, the terms and provisions of the Existing Credit Agreement shall be amended and hereby are amended, superseded and restated in its their entirety by the terms and provisions of this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force This Agreement is not intended to and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of novation. Subject to Section 13.20, all Loans made and Obligations incurred under the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Credit Agreement or under any of which are outstanding on the Other Documents, effective date hereof shall continue to as Loans and Obligations under (and shall be secured by, among other things, governed by the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in terms of) this Agreement and the Other other Loan Documents. Each Borrower hereby reaffirms its obligationsWithout limiting the foregoing, liabilities, grants of security interests, pledges and upon the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and effectiveness hereof: (a) all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement “Agent”, the “Agreement” and the “Loan Documents” shall be deemed to be amended to refer to the Agent, this Agreement and the Loan Documents, (b) all Letters of Credit issued and outstanding under the Existing Credit Agreement on the date hereof shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement. Each , (c) all obligations constituting “Obligations” with any Bank or any Affiliate of any Bank which are outstanding on the effective date herefor shall continue as Obligations under this Agreement and the other Loan Documents, (d) the Agent shall make such reallocations, sales, assignments or other relevant actions as are necessary so that each Bank holds its pro rata share of outstanding credit exposure on the effective date herefor, and (e) the Company hereby agrees to compensate each Bank for any and all losses, costs and expenses incurred by such Bank in connection with the sale and assignment of any LIBOR Rate Loans, including as a result of the parties has signed this Agreement effective as of reallocation described above, in each case on the day terms and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCin the manner set forth in Section 5.1 hereof., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. (a) It is the intention of each of the parties hereto that the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA; provided, that subject to the terms herein and the Amendment Agreement, all Loans, Letters of Credit or other Credit Extensions outstanding under the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement with the same Interest Periods as were applicable to such Loans immediately prior to the Amendment Agreement Effective Date. Upon the effectiveness of this Agreement in accordance with the Amendment Agreement, each Credit Document that was in effect immediately prior to the Amendment Agreement Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby or pursuant to the Amendment Agreement, each of the Credit Agreement shall be amended Documents, Appendixes, Exhibits and restated in its entirety by this Agreement. The Schedules to the Existing Obligations outstanding on the Restatement Date ARCA shall continue in full force and effect and, from and constitute Obligations, and after the effectiveness of this Amendment Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever locatedEffective Date, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including to the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement ” contained therein shall be deemed to be amended to refer to this Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon The parties hereto agree that, on the effectiveness of this AgreementClosing Date, the Existing Credit Agreement following transactions shall be amended and restated in its entirety deemed to occur automatically, without further action by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents party hereto: (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreementa) to the Existing Credit Agreement shall be deemed to be amended to refer and restated in its entirety pursuant to this Agreement. Each ; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the parties has signed this obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement effective shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed. On the Closing Date, (i) the Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the day Closing Date, and year first above written(ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 2.01 as in effect on the Closing Date. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer The parties hereto further acknowledge and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000in accordance with the terms of Section 11.01

Amendment and Restatement. Upon On the effectiveness of Effective Date, (i) this Agreement, Agreement shall amend and restate the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations outstanding on but, for the Restatement Date shall continue in full force and effect and constitute Obligationsavoidance of doubt, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligationsparties’ rights and obligations thereunder, together with any and all additional Obligations incurred by Borrowers (ii) the Liens and security interests as granted under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in or any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” Document (as such term is defined in the Existing Credit Agreement) securing payment of indebtedness, liabilities and obligations thereunder are in all respects continuing and in full force and effect. The parties hereto agree and acknowledge that (A) the Revolving Credit Facility set forth in Section 2.1(b) is a continuation of the “Revolving Credit Facility” under and as defined in the Existing Credit Agreement, (B) the Revolving Euro Tranche Facility set forth in Section 2.1(c) is a continuation of the “Revolving Euro Tranche Facility” under and as defined in the Existing Credit Agreement, (C) the Revolving Yen Tranche Facility set forth in Section 2.1(d) is a continuation of the “Revolving Yen Tranche Facility” under and as defined in the Existing Credit Agreement, (D) the proceeds of the Term A Facility set forth in subsection 2.1(a), together with Revolving Credit Loans, will be used on the Initial Funding Date to repay in full amounts outstanding under the “Term A Facility” under and as defined in the Existing Credit Agreement and such existing term facility shall terminate simultaneously with such repayment of amounts owing with respect thereto, and (E) the Revolving Credit Commitments, the Revolving Euro Tranche Commitments, Revolving Yen Tranche Commitments and the Term A Loan Commitments of each of the Lenders as of the Initial Funding Date shall be as set forth in Schedule 2.1. Notwithstanding the foregoing, to the extent the Effective Date is not a Business Day, (x) the commitments under the Existing Credit Agreement shall not be deemed re-allocated until the Initial Funding Date and (y) interest rates applicable with respect to be amended to refer to this Agreement. Each of the parties has signed this Agreement effective as of loans outstanding under the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx “Term A Facility” under and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000defined in the Existing Credit Agreement shall continue to apply on the Effective Date until such loans are paid in full on the Initial Funding Date. 202

Amendment and Restatement. Upon This Agreement shall become effective, and shall amend and restate the effectiveness Original Amended and Restated Loan Agreement, as amended by the First Amendment and the Second Amendment, upon the execution of this Agreement by Borrower and Lender; and from and after such effective time, (i) all references made to the Original Amended and Restated Loan Agreement, as amended by the Existing Credit First Amendment and the Second Amendment in the Loan Documents or in any other instrument or document executed and/or delivered pursuant thereto shall, without anything further, be deemed to refer to this Agreement and (ii) the Original Amended and Restated Loan Agreement, as amended by the First Amendment and the Second Amendment, shall be deemed amended and restated restated, without novation, in its entirety by this Agreementhereby. The Existing Obligations outstanding on All the Restatement Date Other Agreements are hereby reaffirmed and shall continue in full force and effect effect. Borrower acknowledges that the Revolving Loans and constitute Obligationsother Obligations evidenced by the Original Amended and Restated Loan Agreement, as amended by the First Amendment and the effectiveness of this Agreement shall Second Amendment, including all the other instruments, documents and agreements executed and delivered in connection with the Original Amended and Restated Loan Agreement, as amended by the First Amendment and the Second Amendment, have not constitute a novation or repayment been satisfied but instead have become part of the Existing Obligations. Such Existing Obligations, together with any Loans and all additional Obligations incurred by Borrowers under this Agreement or and under any the other Loan Documents. Borrower further acknowledges that all of the Other Liens granted by Borrower under the Original Amended and Restated Loan Agreement, as amended by the First Amendment and the Second Amendment and all instruments, documents and agreements executed in connection therewith are hereby reaffirmed and shall continue hereafter to secure the Obligations under the Loan Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired until all Obligations are repaid in full in cash and wheresoever located, all as more specifically set forth in this Agreement is terminated. Signature Page to Second Amended and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges Restated Loan and the validity of all covenants by it contained in the Existing Credit Security Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: – Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000Loans

Amendment and Restatement. Upon This Agreement amends and restates in its entirety the effectiveness of this Existing Loan Agreement. The Borrower confirms that the Existing Loan Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as all such capitalized terms are defined in the Existing Credit Agreement shall be amended Loan Agreement) have at all times, since the date of the execution and restated in its entirety by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue delivery of such documents, remained in full force and effect and, except and constitute Obligations, and to the effectiveness of this Agreement shall not constitute a novation or repayment extent any Collateral was released pursuant to Section 3.7 of the Existing Obligations. Such Loan Agreement, continued to secure such obligations that are continued as the Obligations hereunder as amended hereby; and, all such Collateral (as defined in the Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any Loan Agreement) that was not previously released pursuant to Section 3.7 of the Other DocumentsExisting Loan Agreement, pursuant to the Loan Documents hereunder shall continue to be secured bysecure the Obligations hereunder. The Revolving Credit Loans hereunder are a continuation of the Revolving Credit Loans under (and as such term is defined in) the Existing Loan Agreement. The Borrower acknowledges and agrees that the amendment and restatement of the Existing Loan Agreement by this Agreement is not intended to constitute, among nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the Existing Loan Agreement and other things, Loan Documents thereunder or the Collateral, whether now existing or hereafter acquired collateral security and wheresoever located, all as more specifically set forth in guaranties therefor and this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges other Loan Documents are entitled to all rights and benefits originally pertaining to the Existing Loan Agreement and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other other Loan Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) therein). Any reference to the Existing Credit Loan Agreement and the obligations thereunder in any Loan Document, instrument, or agreement shall be deemed to be amended to refer to this Agreement. Each of the parties has signed hereafter mean and include this Agreement effective and these Obligations, as of the day and year first above writtenamended hereby. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000[Signatures begin on next page]

Amendment and Restatement. Upon (a) On the effectiveness of this AgreementClosing Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement. The , and the Existing Obligations outstanding Credit Agreement shall thereafter be of no further force and effect, except that the Borrower, the Administrative Agent and the Lenders agree that (i) the “Indebtedness” incurred by the Borrower under and as defined in the Existing Credit Agreement (whether or not such Indebtedness is contingent as of the Closing Date) shall continue to exist under and be evidenced by this Agreement and the other Credit Documents, (ii) the Lenders under the Existing Credit Agreement hereby waive the reimbursement of any breakage costs incurred on the Restatement Closing Date under Section 2.17 of the Existing Credit Agreement, (iii) the Existing Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Closing Date, (iv) except as expressly stated herein or amended, amended and restated or otherwise modified, the other Credit Documents are ratified and confirmed as remaining unmodified and in full force and effect and constitute Obligationswith respect to all Indebtedness, and the effectiveness of this Agreement shall not constitute a novation or repayment of (v) the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Credit Agreement or under any of the Other Documents, shall continue to evidence any action or omission performed or required to be secured byperformed pursuant to the Existing Credit Agreement prior to the Closing Date (including any failure, among other thingsprior to the Closing Date, to comply with the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement Agreement). The amendments and in restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) Agreement existing prior to the Closing Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement shall be deemed to be amended to refer to this Agreementor evidence payment of all or any portion of such obligations and liabilities. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000138 |US-DOCS\140878708.9||

Amendment and Restatement. Upon (a) On the effectiveness of this AgreementSecond Restatement Effective Date, the Existing Credit ABL Collateral Agreement shall be amended and restated in its entirety by this Agreement. This Agreement shall not constitute a novation of the Existing ABL Collateral Agreement or any of the other Security Documents. The parties hereto acknowledge and agree that (i) the grant by the Grantors of security interests in the Collateral (as amended and restated hereby) and by the Granting Parties of security interests in the Pledged Collateral (as amended and restated hereby), in each case, pursuant to the Existing Obligations ABL Collateral Agreement was made as of the Closing Date (or as of such later date on which a Grantor became a party thereto) and the amendment and restatement of the Existing ABL Collateral Agreement as contemplated hereby continues such grants, (ii) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in Existing ABL Collateral Agreement), which remain outstanding on as of the Second Restatement Date shall continue Effective Date, (iii) the “Obligations” (as defined in Existing ABL Collateral Agreement) are in all respects continuing (as amended and restated hereby and by the Credit Agreement and which are in all respects hereinafter subject to the terms herein) and (iv) the Liens and security interests as granted under the Existing ABL Collateral Agreement and the other applicable Loan Documents are in all respects continuing and in full force and effect and constitute Obligationsare reaffirmed hereby. To the extent applicable, the Grantors hereby acknowledge, confirm and agree that any financing statements, fixture filings, filings with the effectiveness of this Agreement shall not constitute a novation United States Patent and Trademark Office or repayment the United States Copyright Office or other instrument similar in effect to the foregoing under applicable law covering all or any part of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any Collateral previously filed in favor of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in Collateral Agent under the Existing Credit ABL Collateral Agreement are in full force and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Each of the parties has signed this Agreement effective effect as of the day Second Restatement Effective Date, and year first above written. BORROWERS: VIRCO MFG. CORPORATIONeach Grantor ratifies its authorization for the Collateral Agent to file in any relevant jurisdictions any such financing statement, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Financefixture filing, Treasurer and Secretary VIRCO INCfiling or other instrument relating to all or any part of the Collateral if filed prior to the Second Restatement Effective Date., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon The parties hereto agree that, on the effectiveness of this AgreementClosing Date, the Existing Credit Agreement following transactions shall be amended and restated in its entirety deemed to occur automatically, without further action by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents party hereto: (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreementa) to the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all Obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the Guarantees made to the Lenders, each Swap Bank, each Treasury Management Bank, and the Administrative Agent pursuant to the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed and that each Guarantor has taken all necessary corporate or company action to approve the reaffirmation of such Guarantor’s Guaranty; (d) the Collateral Documents and the Liens created thereunder in favor of Bank of America, as Administrative Agent for the benefit of the holders of the Obligations (as defined in the Existing Credit Agreement) shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; (e) all Existing Letters of Credit outstanding under the Existing Credit Agreement on the Closing Date shall be deemed to be Letters of Credit outstanding on the Closing Date under this Agreement; and (f) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. Each The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.01 of the parties has signed this Agreement effective as of the day and year first above writtenExisting Credit Agreement. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000125

Amendment and Restatement. Upon the effectiveness of this Agreement(a) This Agreement amends, the Existing Credit Agreement shall be amended restates, replaces and restated supersedes in its entirety the Prior Agreement; provided, however, nothing contained herein shall impair the liens and security interests established or continued by this the Prior Agreement. The Existing Obligations outstanding on the Restatement Date , which liens and security interests shall continue in full force and effect effect. All “Pledged Mortgage Loans” (as defined in the Prior Agreement) which are owned by the Borrower and constitute Obligations, and included in the effectiveness of this “Borrowing Base” (as defined in the Prior Agreement) under the Prior Agreement shall not constitute a novation or repayment as of the date hereof (the “Existing Obligations. Such Existing ObligationsPledged Mortgage Loans”), together with any and all additional Obligations incurred by Borrowers shall be included in the Borrowing Base as Pledged Mortgage Loans under this Agreement or as if originally funded with Advances under any this Agreement so long as such Existing Pledged Mortgage Loans meet all of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired requirements for eligibility and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained inclusion in the Borrowing Base under this Agreement, provided, however, (a) the Warehouse Periods for such Existing Credit Agreement and Pledged Mortgage Loans shall commence from the time such Existing Pledged Mortgage Loans were first included in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 DocumentsBorrowing Base” (as such term is defined in the Existing Credit Prior Agreement) to under the Prior Agreement, and (b) such Existing Credit Agreement Pledged Mortgage Loans shall be deemed to be amended to refer to this Agreement. Each comply with the requirement of paragraph (l) of the parties has signed definition of “Eligible Mortgage Loan” under this Agreement effective if the date of each underlying Mortgage Note for such Existing Pledged Mortgage Loans was not earlier than 30 days prior to the date such Existing Pledged Mortgage Loans were first included in the “Borrowing Base” (as of defined in the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCPrior Agreement) under the Prior Agreement., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon The parties hereto agree that, on the effectiveness of this AgreementClosing Date, the Existing Credit Agreement following transactions shall be amended and restated in its entirety deemed to occur automatically, without further action by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents party hereto: (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreementa) to the Existing Credit Agreement shall be deemed to be amended to refer and restated in its entirety pursuant to this Agreement. Each ; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the parties has signed this obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; and (d) the security interests and Liens in favor of Cadence Bank, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement effective shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed. On the Closing Date, (i) the Loan Parties shall prepay any loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Loans ratable with the revised Commitments as of the day Closing Date, and year first above written(ii) the credit extensions and commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Commitments of the Lenders shall be as set forth on Schedule 1.01(b). BORROWERS: VIRCO MFGThe parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.01 of the Existing Credit Agreement. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000118 119

Amendment and Restatement. Upon This Agreement amends and restates in its entirety the effectiveness of this 2018 Credit Agreement; and the Loan Parties confirm that the 2018 Credit Agreement, the Existing other Loan Documents and the Collateral for the Obligations thereunder (as all such capitalized terms are defined in the 2018 Credit Agreement shall be amended Agreement) have at all times, since the date of the execution and restated in its entirety by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue delivery of such documents, remained in full force and effect and constitute Obligations, and continued to secure such obligations which are continued as the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any Obligations hereunder as amended hereby; and all additional Obligations incurred by Borrowers under this Agreement or under any of such Collateral (as defined in the Other Documents, 2018 Credit Agreement) shall continue to be secured by, among other thingssecure the Obligations hereunder. The Loans hereunder are a continuation of the Loans under (and as such terms are defined in) the 2018 Credit Agreement. The Loan Parties, the CollateralAdministrative Agent and the Lenders acknowledge and agree that the amendment and restatement of the 2018 Credit Agreement by this Agreement is not intended to constitute, whether now existing nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or hereafter acquired and wheresoever locatedtermination of the Loan Documents (as defined in the 2018 Credit Agreement) or the obligations, all as more specifically set forth in this loans, liabilities, or indebtedness under the 2018 Credit Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other other Loan Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in therein) thereunder or the Existing Credit Agreement) collateral security therefor and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the Existing 2018 Credit Agreement shall be deemed to be amended to refer to this Agreementand the other Loan Documents (as such term is defined therein). Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000[Signature Pages Intentionally Omitted] SCHEDULES TO AMENDED AND RESTATED CREDIT AGREEMENT [See attached] Exhibit 1.1(G)(1) Guarantor Joinder [See attached] Exhibit 8.3.3 Quarterly Compliance Certificate [See attached]

Amendment and Restatement. Upon It is the effectiveness intention of this Agreement, each of the parties hereto that (a) the Existing Credit Agreement shall be amended and restated in its entirety by pursuant to this Agreement so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement. The Existing , (b) all Indebtedness and Obligations outstanding on of the Restatement Date shall continue in full force and effect and constitute Obligations, Borrower and the effectiveness of Guarantors hereunder and under the other Loan Documents shall be secured by the liens and security interests evidenced under the Loan Documents and (c) this Agreement shall does not constitute a novation or repayment termination of the Existing Obligations. Such Existing Obligations, together with any obligations and all additional Obligations incurred by Borrowers liabilities existing under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in (or serve to terminate Section 10.3 of the Existing Credit Agreement or any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by of the Other Documents delivered on Borrower’s obligations thereunder with respect to the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” Administrative Agent (as such term is defined in the Existing Credit Agreement) to or the Lenders (as defined in the Existing Credit Agreement) or any other Indemnitee (as defined in the Existing Credit Agreement)). The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing Credit Agreement made under and in accordance with the terms of Section 10.2 of the Existing Credit Agreement. In addition, unless specifically amended hereby or in connection herewith, each of the Loan Documents shall continue in full force and effect. This Agreement restates and replaces, in its entirety, the Existing Credit Agreement; from and after the Amendment and Restatement 153 US-DOCS\151470090.12 Effective Date, any reference in any of the other Loan Documents to the “Credit Agreement” or any like term shall be deemed to be amended to refer to this Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, Lender with a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum on the Amendment and Restatement Effective Date shall be deemed to have agreed that its Revolving Commitment Amount $70,000,000set forth on Schedule I hereto replaces in its entirety such Lender’s “Revolving Commitment” under the Existing Credit Agreement (if any).

Amendment and Restatement. Upon This Agreement shall (and it is the effectiveness intent of the parties hereto that this AgreementAgreement shall) amend, restate and replace the Original Credit Agreement and the Guaranty shall (and it is the intent of the parties hereto that the Guaranty shall) amend, restate and replace the Original Guaranty and, in each case, re-evidence the obligations outstanding thereunder on the First Amended and Restated Effective Date as contemplated hereby, and not constitute a novation of the obligations and liabilities of the parties under the Original Credit Agreement and the Original Guaranty. In addition, unless specifically amended hereby, each of the Loan Documents (other than the Original Guaranty) and the exhibits and schedules to the Existing Credit Loan Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations outstanding on the Restatement Date other Loan Documents shall continue in full force and effect and constitute Obligationsthat, from and after the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any First Amended and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever locatedRestated Effective Date, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including to the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement ” contained therein shall be deemed to refer to this Agreement and all references to the “Guaranty” contained therein shall be amended deemed to refer to the Guaranty. The parties hereto further acknowledge and agree that (i) this Agreement. Each Agreement constitutes an amendment of the parties has signed this Original Credit Agreement effective as made under and in accordance with the terms of Section 15.1 of the day Original Credit Agreement and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer (ii) the Revolving Note (as defined in the Original Credit Agreement) is hereby cancelled and Secretary VIRCO INCshall have no further force or effect it being understood that (x) the obligations thereunder were purchased by the Initial Lenders pursuant to the Assumption and Assignment Agreement and (y) such obligations so purchased constitute Existing Obligations hereunder for all purposes., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon Except as set forth in the effectiveness Paragon Plan, it is the intention of this Agreement, each of the parties hereto that each of the Existing Credit Agreement shall Agreements be amended and restated in its entirety pursuant hereto so as to preserve and continue the perfection and priority of all Liens securing Indebtedness and obligations under the Existing Agreements (other than the letters of credit that shall be continued under the Existing L/C Agreement) and that all such Indebtedness and obligations of the Borrower and the Subsidiary Guarantors hereunder shall be secured by the Liens evidenced under the Collateral Documents and that this AgreementAgreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Agreements. The Notwithstanding the foregoing, it is the intention of each of the parties hereto to release each of Paragon International Finance and Paragon Offshore from their respective obligations under the Existing Obligations outstanding Agreements on the Restatement Effective Date as a borrower thereunder and to acknowledge that the Borrower assumes all Indebtedness and obligations under the Existing Agreements as the sole borrower. In addition, unless specifically amended hereby, each of the Credit Documents shall continue in full force and effect and constitute Obligationsthat, from and after the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever locatedEffective Date, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including to the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement ” contained therein shall be deemed to be amended to refer to this Agreement. Each of Agreement and all references to “Borrower”, “Borrowers” or “Cayman Borrower” therein shall be deemed to refer solely to the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCBorrower., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon the effectiveness of this Agreement, This Agreement amends and restates the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment as of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Effective Date. Any and all references in any Other Documents (including the “Loan 129 Documents” All Obligations (as such term is defined in the Existing Credit Agreement) to outstanding under the Existing Credit Agreement shall constitute Obligations under this Agreement and, without limiting the foregoing, the Revolving Loans, Swingline Loans and Letters of Credit (each under and as defined in the Existing Agreement) shall be deemed to be amended to refer to Revolving Loans, Swingline Loans and Letters of Credit, respectively, under this Agreement (with an Interest Period ending on the same day as the last day of the “Interest Period” if any, under the Existing Agreement and related thereto), and each Lender shall have the Commitments with respect thereto as stated in this Agreement. Each The Lenders acknowledge and agree that such transfer of rights and interests under the parties has signed this Agreement effective Loan Documents shall take place among the Lenders as of the day Effective Date to give effect to the Commitments set forth herein such that each Lender holds each Loan and year first above writtenhas a participation in the LC Exposure and Swingline Exposure in accordance with its Commitments hereunder. BORROWERS: VIRCO MFGThe Lenders and any Existing Lender which will not continue as a Lender hereunder (an “Exiting Lender”) will make such payments among themselves as directed by the Administrative Agent to give effect to the Commitments hereunder; provided that the Borrowers shall be liable for any breakage costs under Section 2.16 in connection therewith. CORPORATIONNothing herein shall be interpreted to constitute a novation or satisfaction of the Obligations (as defined in the Existing Credit Agreement), and the Obligations hereunder shall be deemed a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer continuation thereof and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx shall be entitled to the same collateral with the same priority as the Obligations under and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000defined in the Existing Credit Agreement.

Amendment and Restatement. Upon This Agreement shall become effective on the effectiveness Closing Date and shall supersede all provisions of the Existing Credit Agreement as of such date. From and after the Closing Date, (a)(i) the commitments of those Lenders under the Existing Credit Agreement that are continuing as Lenders under this AgreementAgreement (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Existing Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Closing Date (the “New Lenders”); (b) all outstanding “Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.13 of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Closing Date) on the Closing Date (and the Borrower and Canadian Borrowers, as applicable, shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.13 of the Existing Credit Agreement as if the outstanding Loans had been prepaid on the Closing Date); and (c) all outstanding “Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” and “Canadian Letters of Credit” under the Existing Credit Agreement shall be amended remain outstanding as the initial Loans, Letters of Credit and restated in its entirety by this AgreementCanadian Letters of Credit hereunder. The Existing Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Loans, L/C Obligations and Canadian L/C Obligations outstanding on the Restatement Closing Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Percentage of outstanding Loans and risk participation interests in outstanding L/C Obligations and Canadian L/C Obligations based on their Commitments as in effect after giving effect hereto (such purchases and sales shall continue be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in full force and effect and constitute Obligationsconnection therewith), and the effectiveness with all subsequent extensions of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers credit under this Agreement or under any (including, without limitation, participations in respect of all Swing Loans, Letters of Credit and Canadian Letters of Credit) to be made in accordance with the respective Commitments of the Other Documents, shall continue Lenders from time to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in time party to this Agreement and the Other Documentsas provided herein. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all All references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) made to the Existing Credit Agreement shall in any Loan Document or in any other instrument or document shall, without more, be deemed to be amended to refer to this Agreement. Each This Agreement amends and restates the Existing Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the parties has signed this Existing Credit Agreement effective or the indebtedness, obligations and liabilities of the Borrower, the Canadian Borrowers or any Guarantor evidenced or provided for thereunder. This Agreement is entered into between us for the uses and purposes hereinabove set forth as of the day and year date first above written. BORROWERSStudent Transportation of America, Inc., as Borrower and Guarantor By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Chief Executive Officer Student Transportation of Canada Inc., as Canadian Borrower By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Chief Executive Officer Parkview Transit Inc., as Canadian Borrower By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Chief Executive Officer [Third Amended and Restated Credit Agreement] Student Transportation of America Holdings, Inc., as Guarantor Student Transportation of America ULC, as Guarantor Santa Xxxxxxx Transportation Corporation, as Guarantor STA of Connecticut, Inc., as Guarantor Goffstown Truck Center, Inc., as Guarantor Xxxx Bus Company, as Guarantor STA of Pennsylvania, Inc., as Guarantor Xxxxx Bus Service, Inc., as Guarantor Student Transportation of Vermont, Inc., as Guarantor STA of New York, Inc., as Guarantor Ledgemere Transportation, Inc., as Guarantor Positive Connections, Inc., as a Guarantor Altoona Student Transportation, Inc., as Guarantor Mid-City Transit Corporation, as Guarantor Middletown Transit Corp., as Guarantor Student Transportation of Florida, Inc., as Guarantor Jordan Transportation, Inc., as Guarantor Jordan Bus Service, Inc., as Guarantor Grand Island Transit Corporation, as Guarantor Ridge Road Express, Inc., as Guarantor Scholastic Transportation Management Services, Inc., as Guarantor By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Chief Executive Officer [Third Amended and Restated Credit Agreement] Xxxxxx X.X., as L/C Issuer and as Administrative Agent By /s/ Xxxxxxx X. Xxxxxxx Name: VIRCO MFGXxxxxxx X. Xxxxxxx Title: Senior Vice President [Third Amended and Restated Credit Agreement] BMO Xxxxxx Financing, Inc., as a U.S. Lender By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President [Third Amended and Restated Credit Agreement] CIBC Inc., as a U.S. Lender By /s/ Xxxx Xxxxx Name Xxxx Xxxxx Title Executive Director By /s/ Xxxxxxx X. Xxxxxxxx Name Xxxxxxx X. Xxxxxxxx Title Executive Director [Third Amended and Restated Credit Agreement] Bank of Montreal, as a Canadian Lender and Canadian L/C Issuer By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President [Third Amended and Restated Credit Agreement] Canadian Imperial Bank of Commerce, as a Canadian Lender By /s/ Xxxxx Xxxxxx Name Xxxxx Xxxxxx Title Director By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Managing Director [Third Amended and Restated Credit Agreement] Scotiabanc Inc., as a U.S. Lender By /s/ X.X. Xxxx Name X.X. Xxxx Title Managing Director [Third Amended and Restated Credit Agreement] The Bank of Nova Scotia, as a Canadian Lender By /s/ Xxxxxxx X. Xxxxx Name Xxxxxxx X. Xxxxx Title Director By /s/ Xxxxxx Xxxxx Name Xxxxxx Xxxxx Title Director [Third Amended and Restated Credit Agreement] Xxxxxxx Xxxxx Bank, FSB, as a U.S. Lender By /s/ Xxxxx Xxxxxxx Name Xxxxx Xxxxxxx Title Vice President [Third Amended and Restated Credit Agreement] Siemens Financial Services, Inc. By /s/ Xxxxxxx Xxxxx Name Xxxxxxx Xxxxx Title Managing Director By /s/ Xxxxxx Xxxxxxxxx Name Xxxxxx Xxxxxxxxx Title Vice President, Lending Operations [Third Amended and Restated Credit Agreement] Exhibit A Notice of Payment Request [Date] [Name of Lender] [Address] Attention: Reference is made to the Third Amended and Restated Credit Agreement, dated as of February 4, 2011, among Student Transportation of America, Inc., Student Transportation of Canada Inc., Parkview Transit, Inc., the Guarantors party thereto, the Lenders party thereto, and Xxxxxx X.X., as Administrative Agent (the “Credit Agreement”). CORPORATION, a Delaware corporation By: Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. [The [Canadian] Borrower has failed to pay its [Canadian] Reimbursement Obligation in the amount of $___________. Your [Canadian] Revolver Percentage of the unpaid [Canadian] Reimbursement Obligation is $_____________] or [__________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., has been required to return a Delaware corporation By: payment by the [Canadian] Borrower of a [Canadian] Reimbursement Obligation in the amount of $________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: . Your [Canadian] Revolver Percentage of the returned [Canadian] Reimbursement Obligation is $____________________.] Very truly yours, as [Canadian] L/C Issuer By Name Title Exhibit B Notice of Borrowing Date: , ____ NameTo: TitleXxxxxx X.X., as Administrative Agent for the Lenders parties to the Third Amended and Restated Credit Agreement dated as of February 4, 2011 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Student Transportation of America, Inc., Student Transportation of Canada Inc., Parkview Transit, Inc., the Guarantors party thereto, certain Lenders which are signatories thereto, and Xxxxxx X.X., as Administrative Agent Ladies and Gentlemen: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000The undersigned, Student Transportation of America, Inc. (the “Borrower”), refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 1.7 of the Credit Agreement, of the Borrowing specified below:

Amendment and Restatement. Upon This Agreement shall become effective on the effectiveness Closing Date and shall supersede all provisions of the Existing Credit Agreement as of such date. From and after the Closing Date, (a)(i) the commitments of those Lenders under the Existing Credit Agreement that are continuing as Lenders under this AgreementAgreement (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Existing Credit Agreement that are not continuing as Lenders under this Agreement (the “Non‑Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Closing Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.11 hereof of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Closing Date) on the Closing Date (and the Company shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.11 hereof of the Existing Credit Agreement as if the outstanding Revolving Loans had been prepaid on the Closing Date); and (c) all outstanding “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall be amended remain outstanding as the initial Revolving Loans and restated in its entirety by this AgreementLetters of Credit hereunder. The Existing Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding on the Restatement Closing Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall continue be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in full force and effect and constitute Obligationsconnection therewith), and the effectiveness with all subsequent extensions of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers credit under this Agreement or under any (including, without limitation, participations in respect of all Swing Line Loans and Letters of Credit) to be made in accordance with the respective Revolving Credit Commitments of the Other Documents, shall continue Lenders from time to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in time party to this Agreement and the Other Documentsas provided herein. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all All references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) made to the Existing Credit Agreement shall in any Credit Document or in any other instrument or document shall, without more, be deemed to be amended to refer to this Agreement. Each This Agreement amends and restates the Existing Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the parties has signed this Existing Credit Agreement effective or the indebtedness, obligations and liabilities of the Borrower, or any Guarantor evidenced or provided for thereunder. 91 This Agreement is entered into between us for the uses and purposes hereinabove set forth as of the day and year date first above written. “BORROWERS” and “GUARANTORS” CTS CORPORATION, an Indiana corporation By: VIRCO MFG. /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Vice President CTS INTERNATIONAL B.V. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Director B “GUARANTORS” CTS CORPORATION, a Delaware corporation By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President and Secretary CTS ELECTRONIC COMPONENTS, INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President and Secretary CTS AUTOMOTIVE HOLDINGS, L.L.C. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President and Secretary “LENDERS” BMO XXXXXX BANK N.A., in its individual capacity as a Lender, as L/C Issuer, and as Administrative Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director BANK OF AMERICA, N.A. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President 94 PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Senior Vice President XXXXX FARGO, N.A. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President THE NORTHERN TRUST COMPANY By: /s/ Xxxx XxXxxxxxxxxx Name: Xxxx XxXxxxxxxxxx Title: Senior Vice President 97 U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President EXHIBIT A NOTICE OF PAYMENT REQUEST [Date] [Name of Lender] [Address] Attention: Reference is made to the Amended and Restated Credit Agreement, dated as of February 12, 2019, among CTS Corporation, CTS International B.V., the Guarantors party thereto, the Lenders party thereto, and BMO Xxxxxx Bank N.A., as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. [The Borrower has failed to pay its Reimbursement Obligation in the amount of $____________. Your Revolver Percentage multiplied by the unpaid Reimbursement Obligation is $_____________] or [__________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., has been required to return a Delaware corporation By: payment by such Borrower of a Reimbursement Obligation in the amount of $________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: . Your Revolver Percentage multiplied by the returned Reimbursement Obligation is $____________________.] Very truly yours, , as L/C Issuer By: Name: Title: EXHIBIT B NOTICE OF BORROWING Date: , ____ NameTo: TitleBMO Xxxxxx Bank N.A., as Administrative Agent for the Lenders parties to the Amended and Restated Credit Agreement dated as of February 12, 2019 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among CTS Corporation, CTS International B.V., certain signatories which are Guarantors thereto, certain Lenders which are signatories thereto, and BMO Xxxxxx Bank N.A., as Administrative Agent Ladies and Gentlemen: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000The undersigned, CTS Corporation (the “Company”), refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 1.5 of the Credit Agreement, of the Borrowing specified below:

Amendment and Restatement. Upon It is the effectiveness intention of this Agreement, each of the parties hereto that (a) the Existing Credit Agreement shall be amended and restated in its entirety by pursuant to this Agreement so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement. The Existing , (b) that all Indebtedness and Obligations outstanding on of the Restatement Date shall continue in full force and effect and constitute Obligations, Borrower and the effectiveness of Guarantors hereunder and under the other Loan Documents shall be secured by the liens and security interests evidenced under the Loan Documents and (c) that this Agreement shall does not constitute a novation or repayment termination of the Existing Obligations. Such Existing Obligations, together with any obligations and all additional Obligations incurred by Borrowers liabilities existing under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in (or serve to terminate Section 10.3 of the Existing Credit Agreement or any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by of the Other Documents delivered on Borrower’s obligations thereunder with respect to the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” Administrative Agent (as such term is defined in the Existing Credit Agreement) to or the Lenders (as defined in the Existing Credit Agreement) or any other Indemnitee (as defined in the Existing Credit Agreement)). The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing Credit Agreement made under and in accordance with the terms of Section 10.2 of the Existing Credit Agreement. In addition, unless specifically amended hereby or in connection herewith, each of the Loan Documents shall continue in full force and effect. This Agreement restates and replaces, in its entirety, the Existing Credit Agreement; from and after the Closing Date, any reference in any of the other Loan Documents to the “Credit Agreement” or any like term shall be deemed to be amended to refer to this Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, Lender with a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum on the Closing Date shall be deemed to have agreed that its Revolving Commitment Amount $70,000,000set forth on Schedule I(a) hereto replaces in its entirety such Lender’s “Revolving Commitment” under the Existing Credit Agreement (if any). (remainder of page left intentionally blank) US-DOCS\51545218.9

Amendment and Restatement. Upon The parties hereto agree that, on the effectiveness of this AgreementClosing Date, the Existing Credit Agreement following transactions shall be amended and restated in its entirety deemed to occur automatically, without further action by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents party hereto: (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreementa) to the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement, (b) all Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement shall be deemed to be Obligations outstanding hereunder and this Agreement shall not constitute a novation of such Obligations or any of the rights, duties and obligations of the parties hereunder and (c) all references in the other Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. Each The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.01 of the parties has signed this Existing Facility Agreement. All revolving loans outstanding under the Existing Credit Agreement effective immediately prior to the Closing Date shall, as of the day Closing Date, be deemed to be a borrowing of Revolving Loans in an equivalent amount and year first above written. BORROWERS: VIRCO MFG. CORPORATIONwith the same Interest Period (to the extent applicable for Eurocurrency Rate Loans) hereunder as of the Closing Date and in connection therewith, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Financethe Administrative Agent, Treasurer the Borrowers and Secretary VIRCO INCthe Lenders hereby acknowledge and agree that the revolving commitments in effect under the Existing Credit Agreement immediately prior to the Closing Date have been reallocated to the Revolving Commitments set forth on Schedule 2.01 and the revolving loans outstanding under the Existing Credit Agreement immediately prior to the Closing Date have been reallocated as necessary to give effect to the Revolving Commitments, and such reallocations shall be effective on the Closing Date and do not require any Assignment and Assumption or any other action of any Person., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon (a) On the effectiveness of this AgreementEffective Date, the Existing Original Credit Agreement shall be amended amended, restated and restated superseded in its entirety by the terms and provisions of this Agreement. The Existing All Loans made and Obligations incurred under the Original Credit Agreement which are outstanding on the Restatement Effective Date shall continue in full force as Loans and effect Obligations under (and constitute Obligations, and shall be governed by the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in terms of) this Agreement and the Other other Credit Documents. Each Borrower hereby reaffirms its obligationsWithout limiting the foregoing, liabilities, grants of security interests, pledges and upon the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and effectiveness hereof: (i) all references in any Other Documents (including the “Loan 129 Credit Documents” (as such term is defined in the Existing Original Credit Agreement) to the Existing “Administrative Agent”, the “Collateral Agent”, the “Credit Agreement Agreement” and the “Credit Documents” shall be deemed to be amended to refer to the Administrative Agent, the Collateral Agent, this Agreement. Each Agreement and the Credit Documents, (ii) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Credit Documents, (iii) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Original Credit Agreement as are necessary in order that each such Lender’s Commitments and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the parties has signed this Agreement effective as aggregate Commitments of the day applicable Class on the Effective Date and year first above written. BORROWERS: VIRCO MFG. CORPORATION(iv) the Borrower hereby agrees to compensate each Lender for any and all losses, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Financecosts and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans (including the “Eurocurrency Loans” under the Original Credit Agreement) and such reallocation described above, Treasurer in each case on the terms and Secretary VIRCO INCin the manner set forth in Section 2.16 hereof., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon The parties hereto agree that, on the effectiveness of this AgreementEffective Date, the Existing Credit Agreement following transactions shall be amended and restated in its entirety deemed to occur automatically, without further action by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents party hereto: (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreementa) to the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all Obligations under the Existing Credit Agreement outstanding on the Effective Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guaranties made pursuant to the Existing Credit Agreement and related loan documents, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; (d) the Collateral Documents and the Liens created thereunder in favor of Bank of America, for the benefit of the Guaranteed Creditors, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; (e) all Existing Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall be deemed to be Letters of Credit outstanding on the Effective Date under this Agreement; (f) all term loans outstanding under the Existing Credit Agreement on the Effective Date, after giving effect to any prepayments thereof pursuant to Section 5.01(m) of this Agreement, shall be deemed to be Term A Loans made and outstanding on the Effective Date under this Agreement; and (g) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. Each The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.01 of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCExisting Credit Agreement., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon This Agreement shall become effective on the effectiveness Effective Date and shall supersede all provisions of the Existing Credit Agreement as of such date. From and after the Effective Date, (a)(i) the commitments of those Lenders under the Existing Credit Agreement that are continuing as Lenders under this AgreementAgreement (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Existing Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.12 hereof of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement as if the outstanding Revolving Loans had been prepaid on the Effective Date); and (c) all outstanding “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall be amended remain outstanding as the initial Revolving Loans and restated in its entirety by this AgreementLetters of Credit hereunder. The Existing Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding on the Restatement Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall continue be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in full force and effect and constitute Obligationsconnection therewith), and the effectiveness with all subsequent extensions of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers credit under this Agreement or under any (including, without limitation, participations in respect of the Other Documents, shall continue all Swingline Signature Page to be secured by, among other thingsXxxxx Xxxx LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Agreement IN WITNESS WHEREOF, the Collateral, whether now existing or hereafter acquired parties hereto have caused their duly authorized officers to execute and wheresoever located, all as more specifically set forth in deliver this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Each of the parties has signed this Agreement effective as of the day and year date first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: XXXXX XXXX LASALLE FINANCE B.V. By ____________________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: Title _________________________________ Name: Xxxxxx X. Dose Title: Senior Vice President FinanceXXXXX XXXX LASALLE INCORPORATED, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: Guarantor By ____________________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000Title _________________________________ XXXXX XXXX LASALLE CO-INVESTMENT, INC., as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE INTERNATIONAL, INC., as Guarantor By ____________________________________ Title _________________________________ LASALLE INVESTMENT MANAGEMENT, INC., as Guarantor By ____________________________________ Title _________________________________ Signature Page to Xxxxx Xxxx LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Agreement XXXXX XXXX LASALLE AMERICAS, INC., as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE LIMITED, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE SE, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE NEW ENGLAND LLC, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE BROKERAGE, INC., as Guarantor By ____________________________________ Title _________________________________

Amendment and Restatement. Upon It is the effectiveness intention of the Borrower, the Administrative Agent, and the Lenders, and such parties hereby agree, from and after the Effective Date, this AgreementAgreement supersedes and replaces the Existing Credit Agreement in its entirety, and that (a) such amendment and restatement shall operate to renew, amend and modify certain of the rights and obligations of the parties under the Existing Credit Agreement as provided herein, but shall not act as a novation thereof, and (b) the Liens securing the “Secured Obligations” under and as defined in the Existing Credit Agreement shall not be extinguished, but shall be carried forward and shall secure such obligations and Indebtedness as renewed, amended, restated, and modified hereby. Unless specifically amended hereby, each of the Loan Documents, the Exhibits and restated in its entirety by this Agreement. The Existing Obligations outstanding on the Restatement Date Schedules shall continue in full force and effect and, from and constitute Obligations, and after the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever locatedEffective Date, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including to the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement ” contained therein shall be deemed to be amended to refer to this Agreement. Each of the The parties has signed hereto have caused this Agreement effective to be duly executed as of the day and year first above written. BORROWERSBORROWER: VIRCO MFG. CORPORATION, a Delaware corporation SOUTHCROSS ENERGY LLC By: ________________________ Name/s/ Xxxxx Xxxxxxx Xxxxx X. Xxxxxxx Chairman and Chief Executive Officer AMENDED AND RESTATED CREDIT AGREEMENT ADMINISTRATIVE AGENT, ISSUING BANK AND LENDER: XXXXX FARGO BANK, N.A. By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Managing Director AMENDED AND RESTATED CREDIT AGREEMENT SOUTHCROSS ENERGY LLC CO-SYNDICATION AGENT AND LENDER: COMPASS BANK By: /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Vice President AMENDED AND RESTATED CREDIT AGREEMENT SOUTHCROSS ENERGY LLC CO-SYNDICATION AGENT AND LENDER: SUNTRUST BANK By: /s/ X. Xxxxxx Xxxxxx III X. Dose TitleXxxxxx Xxxxxx III Vice President AMENDED AND RESTATED CREDIT AGREEMENT SOUTHCROSS ENERGY LLC CO-DOCUMENTATION AGENT AND LENDER: CITIBANK, N.A. By: /s/ Xxxx Xxxxxx Xxxx Xxxxxx Vice President AMENDED AND RESTATED CREDIT AGREEMENT SOUTHCROSS ENERGY LLC CO-DOCUMENTATION AGENT AND LENDER: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxxx Xxxx X. Xxxxxxxx Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation AMENDED AND RESTATED CREDIT AGREEMENT SOUTHCROSS ENERGY LLC LENDER: AMEGY BANK NATIONAL ASSOCIATION By: ________________________ Name/s/ Xxxxx X. Xxxxxxxxx, III Xxxxx X. Xxxxxxxxx, III Assistant Vice President AMENDED AND RESTATED CREDIT AGREEMENT SOUTHCROSS ENERGY LLC LENDER: Xxxxxx BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxxx June Xxxxx June Assistant Vice President AMENDED AND RESTATED CREDIT AGREEMENT SOUTHCROSS ENERGY LLC LENDER: COMERICA BANK By: /s/ Xxxx X. Dose TitleXxxxxxx Xxxx X. Xxxxxxx Assistant Vice President AMENDED AND RESTATED CREDIT AGREEMENT SOUTHCROSS ENERGY LLC LENDER: TEXAS CAPITAL BANK, N.A. By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx Senior Vice President Finance, Treasurer and Secretary 131 PNC AMENDED AND RESTATED CREDIT AGREEMENT SOUTHCROSS ENERGY LLC LENDER: MIDFIRST BANK By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Senior Vice President AMENDED AND RESTATED CREDIT AGREEMENT SOUTHCROSS ENERGY LLC LENDER: XXXXXXX XXXXX BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent FSB By: ________________________ Name/s/ Xxxxxxx XxXxxxxx Xxxxxxx XxXxxxxx Senior Vice President AMENDED AND RESTATED CREDIT AGREEMENT SOUTHCROSS ENERGY LLC LENDER: TitleCAPITAL ONE, N.A. By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Vice President AMENDED AND RESTATED CREDIT AGREEMENT SOUTHCROSS ENERGY LLC ANNEX I LIST OF COMMITMENTS Name of Lender Effective Date Term Loan Commitment Delayed Draw Commitment Total Term Loan Commitment Term Loan Percentage Revolving Loan Commitment Percentage: 100Revolving Loan Percentage Xxxxx Fargo Bank, N.A. $ 23,538,459.00 $ 3,384,618.00 $ 26,923,077.00 15.38461540646 % Maximum Revolving Commitment Amount $70,000,000$ 23,076,923.00 15.38461540646 % Compass Bank 16,006,154.00 2,301,538.00 18,307,692.00 10.46153847640 % 15,692,308.00 10.46153847640 % SunTrust Bank 16,006,154.00 2,301,538.00 18,307,692.00 10.46153847640 % 15,692,308.00 10.46153847640 % Citibank, N.A. 16,006,154.00 2,301,538.00 18,307,692.00 10.46153847640 % 15,692,308.00 10.46153847640 % U.S. Bank National Association 16,006,154.00 2,301,538.00 18,307,692.00 10.46153847640 % 15,692,308.00 10.46153847640 % Amegy Bank National Association 12,946,154.00 1,861,538.00 14,807,692.00 8.46153847355 % 12,692,308.00 8.46153847355 % Branch Banking and Trust Company 12,946,154.00 1,861,538.00 14,807,692.00 8.46153847355 % 12,692,308.00 8.46153847355 % Comerica Bank 9,415,385.00 1,353,846.00 10,769,231.00 6.15384616259 % 9,230,769.00 6.15384616259 % Texas Capital Bank, N.A. 9,415,385.00 1,353,846.00 10,769,231.00 6.15384616259 % 9,230,769.00 6.15384616259 % Midfirst Bank 7,532,308.00 1,083,077.00 8,615,385.00 4.92307693007 % 7,384,615.00 4.92307693007 % Xxxxxxx Xxxxx Bank, FSB 7,532,308.00 1,083,077.00 8,615,385.00 4.92307693007 % 7,384,615.00 4.92307693007 % Capital One, N.A. 5,649,231.00 812,308.00 6,461,539.00 3.69230755554 % 5,538,461.00 3.69230755554 % TOTAL $ 153,000,000.00 $ 22,000,000.00 $ 175,000,000.00 100.00 % $ 150,000,000.00 100.00 %

Amendment and Restatement. Upon The parties hereto acknowledge and agree that this Agreement continues, without novation, restates and consolidates the effectiveness of this Original Credit Agreement, as amended hereby, and reflects the Existing entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and constitute Obligations, all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall not constitute a novation or repayment Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing ObligationsGuarantees”) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Such Existing Obligations, together with any Notwithstanding the amendment and all additional Obligations incurred restatement of the Original Credit Agreement by Borrowers under way of the execution and delivery of this Agreement or under the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Other DocumentsCredit Parties hereby irrevocably and unconditionally (i) acknowledges, shall continue confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be secured bybound by each and every covenant, among agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other things, Loan Documents to which it is a party. All references to the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it “Credit Agreement” contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Loan Documents delivered on in connection with the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Original Credit Agreement shall be deemed to be amended to refer to this Agreement. Each Agreement without further amendment of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCthose Loan Documents., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon The parties hereto acknowledge and agree that this Agreement continues, without novation, restates and consolidates the effectiveness of this Original Credit Agreement, as amended hereby, and reflects the Existing entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and constitute Obligations, all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall not constitute a novation or repayment Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing ObligationsGuarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Such Existing Obligations, together with any Notwithstanding the amendment and all additional Obligations incurred restatement of the Original Credit Agreement by Borrowers under way of the execution and delivery of this Agreement or under the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Other DocumentsCredit Parties hereby irrevocably and unconditionally (i) acknowledges, shall continue confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be secured bybound by each and every covenant, among agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other things, Loan Documents to which it is a party. All references to the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it “Credit Agreement” contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Loan Documents delivered on in connection with the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Original Credit Agreement shall be deemed to be amended to refer to this Agreement. Each Agreement without further amendment of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCthose Loan Documents., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon On the Sixth Amended and Restated Effective Date, the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement, any Notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement)) under the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) as in effect prior to the Sixth Amended and Restated Effective Date; (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement, Agreement all loans and letters of credit outstanding under the Existing Original Credit Agreement shall (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) immediately before the effectiveness of this Agreement will be amended part of the Loans and restated Letters of Credit hereunder on the terms and conditions set forth in its entirety by this Agreement. The Existing Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the Sixth Amended and Restated Effective Date secure all Obligations outstanding on hereunder. Notwithstanding the Restatement Date modifications effected by this Agreement of the representations, warranties and covenants of the Loan Parties contained in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement), Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of any Credit Party contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) or any other Loan Document executed in connection therewith shall survive the execution and delivery of this Agreement, provided, further, that the Obligations under the other Loan Documents shall also continue in full force and effect and constitute Obligationsincluding, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other thingswithout limitation, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and Obligations of each Credit Party pursuant to the Other Collateral Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants All indemnification obligations of security interests, pledges and each Credit Party pursuant to the validity of all covenants by it contained in the Existing Original Credit Agreement and in any and all Other Documents, (as previously amended, supplemented restated or otherwise modified by this Agreement including in connection with the Fifth Amended and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Restated Credit Agreement) to (including any arising from a breach of the Existing representations thereunder) shall survive the amendment and restatement of the Original Credit Agreement shall be deemed to be amended to refer (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) pursuant to this Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon This Agreement shall become effective, and shall amend and restate the effectiveness Original Loan Agreement, as amended by the First Term Loan Amendment, the Second Term Loan Amendment and the Third Term Loan Amendment, upon the execution of this Agreement by Borrower and Lender; and from and after such effective time, (i) all references made to the “this Agreement” or “the Loan Agreement” in the Loan Documents or in any other instrument or document executed and/or delivered pursuant thereto shall, without anything further, be deemed to refer to this Agreement and (ii) the Original Loan Agreement, as amended by the Existing Credit Agreement First Term Loan Amendment, the Second Term Loan Amendment and the Third Term Loan Amendment, shall be deemed amended and restated restated, without novation, in its entirety by this Agreementhereby. The Existing Obligations outstanding on All the Restatement Date Other Agreements are hereby reaffirmed and shall continue in full force and effect effect. Borrower acknowledges that the Term Loans and constitute Obligationsother Obligations evidenced by the Original Loan Agreement, as amended by the First Term Loan Amendment, the Second Term Loan Amendment and the effectiveness of this Agreement shall Third Term Loan Amendment, including the Other Agreements and all the other instruments, documents and agreements executed and delivered in connection with the Original Loan Agreement, as amended by the First Term Loan Amendment, the Second Term Loan Amendment and the Third Term Loan Amendment, , have not constitute a novation or repayment been satisfied but instead have become part of the Existing Obligations. Such Existing Obligations, together with any Term Loans and all additional Obligations incurred by Borrowers under this Agreement or and under any the other Loan Documents. Borrower further acknowledges that all of the Other Liens granted by Borrower under the Original Loan Agreement, as amended by the First Term Loan Amendment, the Second Term Loan Amendment and the Third Term Loan Amendment, and all instruments, documents and agreements executed in connection therewith are hereby reaffirmed and shall continue hereafter to secure the Obligations under the Loan Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired until all Obligations are repaid in full in cash and wheresoever located, all as more specifically set forth in this Agreement is terminated. Signature Page to Amended and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges Restated Loan and the validity of all covenants by it contained in the Existing Credit Security Agreement – Term Loan Signature Page to Amended and in any RestatedLoan and all Other Documents, as amended, supplemented or otherwise modified by this Security Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000– Term Loan

Amendment and Restatement. (a) Upon the effectiveness satisfaction of this the terms and conditions set forth in Section 4 below on the Effective Date, the Existing Credit Agreement (excluding the annexes, schedules and exhibits thereto) shall be amended and restated in its entirety and replaced with the Second Amended and Restated Credit Agreement, (b) Appendix A to the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations outstanding on and replaced with the Restatement Date Appendix A to Second Amended and Restated Credit Agreement attached hereto as Exhibit B, (c) Appendix C to Second Amended and Restated Credit Agreement attached hereto as Exhibit C shall continue in full force and effect and constitute Obligationsbe appended to the Credit Agreement as Appendix C thereto, and the effectiveness of this Agreement shall not constitute a novation or repayment (d) each of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) exhibits to the Existing Credit Agreement for which a corresponding exhibit is attached hereto as Exhibit D shall be deemed amended and restated in their entirety and replaced with the corresponding exhibits attached hereto as Exhibit D, and a new Exhibit N to the Credit Agreement shall be inserted in such Exhibits in appropriate alphanumerical order to read as set forth on the Exhibit N that is part of Exhibit D hereto, (e) each of the Schedules to the Existing Credit Agreement appearing in Exhibit E hereto shall be amended and restated in their entirety and replaced with the corresponding schedules attached hereto as Exhibit E and (f) the New Lenders (as defined below) shall be party to refer to this Agreement. Each the Credit Agreement as Lenders and shall have the rights and obligations of a Lender thereunder and under the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCother Loan Documents., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon the effectiveness of this Agreement, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. 124 147420493 Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ /s/ Xxxxxx X. Dose Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ /s/ Xxxxxx X. Dose Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 125 147420493 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx Lender and as Agent By: ________________________ /s/ Xxxxxxxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxxxxx Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000Vice President

Amendment and Restatement. Upon On the Sixth Amended and Restated Effective Date, the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement, any Notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the "Obligations" (as defined in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement)) under the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) as in effect prior to the Sixth Amended and Restated Effective Date; (ii) such "Obligations" are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of such "Obligations" are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement, Agreement all loans and letters of credit outstanding under the Existing Original Credit Agreement shall (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) immediately before the effectiveness of this Agreement will be amended part of the Loans and restated Letters of Credit hereunder on the terms and conditions set forth in its entirety by this Agreement. The Existing Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the Sixth Amended and Restated Effective Date secure all Obligations outstanding on hereunder. Notwithstanding the Restatement Date modifications effected by this Agreement of the representations, warranties and covenants of the Loan Parties contained in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement), Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of any Credit Party contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) or any other Loan Document executed in connection therewith shall survive the execution and delivery of this Agreement, provided, further, that the Obligations under the other Loan Documents shall also continue in full force and effect and constitute Obligationsincluding, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other thingswithout limitation, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and Obligations of each Credit Party pursuant to the Other Collateral Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants All indemnification obligations of security interests, pledges and each Credit Party pursuant to the validity of all covenants by it contained in the Existing Original Credit Agreement and in any and all Other Documents, (as previously amended, supplemented restated or otherwise modified by this Agreement including in connection with the Fifth Amended and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Restated Credit Agreement) to (including any arising from a breach of the Existing representations thereunder) shall survive the amendment and restatement of the Original Credit Agreement shall be deemed to be amended to refer (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) pursuant to this Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon On the Fifth Amended and Restated Effective Date, the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement, any Notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement)) under the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) as in effect prior to the Fifth Amended and Restated Effective Date; (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement, Agreement all loans and letters of credit outstanding under the Existing Original Credit Agreement shall (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) immediately before the effectiveness of this Agreement will be amended part of the Loans and restated Letters of Credit hereunder on the terms and conditions set forth in its entirety by this Agreement. The Existing Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the Fifth Amended and Restated Effective Date secure all Obligations outstanding on hereunder. Notwithstanding the Restatement Date modifications effected by this Agreement of the representations, warranties and covenants of the Loan Parties contained in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement), Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of any Credit Party contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) or any other Loan Document executed in connection therewith shall survive the execution and delivery of this Agreement, provided, further, that the Obligations under the other Loan Documents shall also continue in full force and effect and constitute Obligationsincluding, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other thingswithout limitation, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and Obligations of each Credit Party pursuant to the Other Collateral Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants All indemnification obligations of security interests, pledges and each Credit Party pursuant to the validity of all covenants by it contained in the Existing Original Credit Agreement and in any and all Other Documents, (as previously amended, supplemented restated or otherwise modified by this Agreement including in connection with the Fourth Amended and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Restated Credit Agreement) to (including any arising from a breach of the Existing representations thereunder) shall survive the amendment and restatement of the Original Credit Agreement shall be deemed to be amended to refer (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) pursuant to this Agreement. Each of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon (a) On the effectiveness of this AgreementClosing Date, the Existing Original Credit Agreement shall be amended and restated in its entirety by this Agreement and (a) all references to the Original Credit Agreement in any Loan Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Original Credit Agreement as amended and restated hereby, (b) all references to any section (or subsection) of the Original Credit Agreement in any Loan Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement. The Existing Obligations outstanding on , (c) except as the Restatement Date context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall continue be deemed to be reference to the Original Credit Agreement as amended and restated hereby and (d) each of the Loan Parties hereby (i) reaffirms all of its obligations under each of the Loan Documents to which it is a party and (ii) acknowledges and agrees that subsequent to, and taking into account all of the terms and conditions of the Agreement, each Loan Document to which it is a party shall remain in full force and effect and constitute Obligations, and in accordance with the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreementterms thereof. Each of the parties has signed this Loan Parties, Lenders and Issuing Banks acknowledges and agrees that (A) all Letters of Credit issued under and as defined in the Original Credit Agreement effective and outstanding as of the day Closing Date shall continue as Letters of Credit under this Agreement, (B) all Hedging Obligations under and year first above writtenas defined in the Original Credit Agreement that remain outstanding as of the Closing Date shall continue as Hedging Obligations under this Agreement and (C) all Banking Services Obligations under and as defined in the Original Credit Agreement that remain outstanding as of the Closing Date shall continue as Banking Services Obligations under this Agreement. BORROWERS: VIRCO MFG. CORPORATIONThis Agreement is not intended to constitute, and does not constitute, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer novation of the obligations and Secretary VIRCO INCliabilities under the Original Credit Agreement (including the Obligations) or to evidence payment of all or any portion of such obligations and liabilities., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000

Amendment and Restatement. Upon This Agreement shall become effective on the effectiveness Effective Date and shall supersede all provisions of the Existing Credit Agreement as of such date. From and after the Effective Date, (a)(i) the commitments of those Lenders under the Existing Credit Agreement that are continuing as Lenders under this AgreementAgreement (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Existing Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.12 hereof of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement as if the outstanding Revolving Loans had been prepaid on the Effective Date); and (c) all outstanding “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall be amended remain outstanding as the initial Revolving Loans and restated in its entirety by this AgreementLetters of Credit hereunder. The Existing Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding on the Restatement Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall continue be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in full force and effect and constitute Obligationsconnection therewith), and the effectiveness with all subsequent extensions of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers credit under this Agreement or under any (including, without limitation, participations in respect of all Swing Loans and Letters of Credit) to be made in accordance with the respective Revolving Credit Commitments of the Other Documents, shall continue Lenders from time to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in time party to this Agreement and the Other Documentsas provided herein. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all All references in any Other Documents (including the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) made to the Existing Credit Agreement shall in any Credit Document or in any other instrument or document shall, without more, be deemed to be amended refer Signature Page to refer to this Agreement. Each of Xxxxx Xxxx LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Agreement IN WITNESS WHEREOF, the parties has signed hereto have caused their duly authorized officers to execute and deliver this Agreement effective as of the day and year date first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: _________________XXXXX LANG LASALLE FINANCE B.V. By /s/ Xxxxxxx Xxxxxxxxx Vroegop_______ Name: Title Director XXXXX LANG LASALLE INCORPORATED, as Guarantor By /s/ Xxxxx X. Xxxxxx X. Dose Title: Senior Vice President FinanceTitle Executive V.P. & Global Treasurer XXXXX LANG LASALLE CO-INVESTMENT, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: as Guarantor By /s/ Xxxxx X. Xxxxxx X. Dose Title: Senior Title Vice President Finance& Treasurer XXXXX LANG LASALLE INTERNATIONAL, INC., as Guarantor By /s/ Xxxxx X. Xxxxxx Title Vice President & Treasurer LASALLE INVESTMENT MANAGEMENT, INC., as Guarantor By /s/ Xxxxxxx Xxxxxxxx Title CFO Signature Page to Xxxxx Xxxx LaSalle Finance B.V. Second Amended and Secretary 131 PNC BANKRestated Multicurrency Credit Agreement XXXXX LANG LASALLE AMERICAS, NATIONAL ASSOCIATIONINC., As as Guarantor By /s/ Xxxxx X. Xxxxxx and Title Executive V.P. & Treasurer XXXXX LANG LASALLE LIMITED, as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000Guarantor By /s/ Xxxxx Xxxxxxxxxxx Title Attorney-in-Fact XXXXX LANG LASALLE GMBH, as Guarantor By /s/ Xxxxx X. Xxxxxx Title Attorney-in-Fact XXXXX LANG LASALLE NEW ENGLAND LLC, as Guarantor By /s/ Xxxxx X. Xxxxxx Title Executive V.P. & Global Treasurer XXXXX LANG LASALLE BROKERAGE, INC., as Guarantor By /s/ Xxxxx X. Xxxxxx Title Treasurer

Amendment and Restatement. Upon It is the intention of each of the parties hereto that (i) the Existing Credit Agreement be amended and restated pursuant to this Agreement so as to preserve the continuing perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement and that all Indebtedness and Secured Obligations of the Borrowers and their Subsidiaries hereunder shall be secured by the Loan Documents, (ii) this Agreement does not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement, (iii) the effectiveness of this Agreement, Agreement will not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement shall be amended or release or discharge of any Guarantee thereof and restated (iv) the Lenders and the other Secured Parties are entitled to and have the continuing benefit of the security interests granted pursuant to the Security Documents, whenever executed. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing Credit Agreement made under and in its entirety by this accordance with the terms of Section 10.01 of the Existing Credit Agreement. The In addition, unless specifically amended hereby or in a separate writing executed by the Administrative Agent, each of the Loan Documents, the Annexes, Exhibits and Schedules to the Existing Obligations outstanding on the Restatement Date Credit Agreement, shall continue in full force and effect and, from and constitute Obligations, and after the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever locatedRestructuring Closing Date, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including to the “Loan 129 Documents” (as such term is defined in the Existing Credit Agreement) ” contained therein shall be deemed to refer to this Agreement, it being understood that certain Annexes, Exhibits and Schedules to the Existing Credit Agreement shall be deemed to be are being amended to refer to and restated pursuant to, or are being omitted from, this Agreement. Each , in each case solely to the extent expressly indicated on the Table of the parties has signed Contents of this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000evidenced by such amended and restated Annexes, Exhibits and Schedules attached hereto.

Amendment and Restatement. Upon This Agreement amends the effectiveness of this Agreement, the Existing Original Credit Agreement shall be amended and restated restates and consolidates in its entirety by this Agreement the terms and provisions of the Original Credit Agreement as so amended, and represents the entire agreement currently constituted between the parties hereto respecting the subject matter of the Original Credit Agreement. The Existing Obligations outstanding on All references, if any, to the Restatement Date shall continue Original Credit Agreement in full force and effect and constitute Obligationsany of the other Loan Documents, and in all other agreements, documents and instruments delivered by the effectiveness Loan Parties or any other Person in connection with any of the Loan Documents, shall mean and be a reference to this Agreement shall as this Agreement may from time to time in the future be further amended, supplemented, restated or replaced. The parties hereto acknowledge and agree that (i) this Agreement and the other agreements, documents and instruments executed and delivered in connection herewith do not constitute a novation or repayment termination of the Existing Obligations. Such Existing Obligations, together with any obligations and all additional Obligations incurred by Borrowers under this Agreement or under liabilities of any of the Other Documentsparties under the Original Credit Agreement as in effect prior to the date hereof, shall continue and (ii) such obligations and liabilities are in all respects continuing (as amended and restated hereby) with the terms of the Original Credit Agreement being modified only as provided in this Agreement. As of the date hereof, after giving effect to be secured by, among other thingsthis Agreement, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically Accommodations Outstanding of each Borrower are set forth in this Agreement on Schedule 7 attached hereto. In addition to the foregoing, the parties hereto acknowledge and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in agree that any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan 129 Documents” existing LIBOR Rate Advances (as such term is defined in the Existing Original Credit Agreement) to that are outstanding on the Existing date of this Agreement shall remain outstanding until the expiry of the interest period applicable thereto (and the provisions of the Original Credit Agreement applicable thereto shall apply mutatis mutandis as if incorporated herein) and thereafter shall (unless otherwise repaid) convert to an Advance bearing interest at Adjusted Term SOFR with an Interest Period selected by the applicable Borrower pursuant to an Interest Rate Election Notice to be provided by such Borrower hereunder, provided that if the applicable Borrower shall fail to deliver an Interest Rate Election Notice in accordance with the foregoing requirements such applicable LIBOR Rate Advances shall be deemed automatically converted to be amended to refer to this Agreement. Each a Base Rate (Canada) Advance on the expiry of the parties has signed this Agreement effective as of the day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INCinterest period applicable thereto., a Delaware corporation By: ________________________ Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 131 PNC BANK, NATIONAL ASSOCIATION, As Xxxxxx and as Agent By: ________________________ Name: Title: Revolving Commitment Percentage: 100% Maximum Revolving Commitment Amount $70,000,000