EXHIBIT 99.2 AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT NO. 2 dated as of January 21, 2005 ("Amendment") between VIRCO MFG. CORPORATION, a Delaware corporation (the "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the...Credit Agreement • January 27th, 2005 • Virco MFG Corporation • Public bldg & related furniture • California
ANDRights Agreement • October 25th, 1996 • Virco MFG Corporation • Public bldg & related furniture • Delaware
Security Agreement by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and...Security Agreement • January 30th, 2004 • Virco MFG Corporation • Public bldg & related furniture • California
LEASE BETWEEN FHL GROUP, ALease • May 1st, 2002 • Virco MFG Corporation • Public bldg & related furniture • California
RECITALSCredit Agreement • May 1st, 2002 • Virco MFG Corporation • Public bldg & related furniture • California
TERM NOTETerm Note • January 30th, 2004 • Virco MFG Corporation • Public bldg & related furniture • California
ANNEX A to CREDIT AGREEMENT (DEFINITIONS)Credit Agreement • January 30th, 2004 • Virco MFG Corporation • Public bldg & related furniture • California
AMENDMENT NO. 4 TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • June 7th, 2024 • Virco MFG Corporation • Public bldg & related furniture • New York
This Amended and Restated Revolving Credit and Security Agreement dated as of September 28, 2021 among VIRCO MFG. CORPORATION, a corporation organized under the laws of the State of Delaware (“VMC”), VIRCO INC., a corporation organized under the laws of the State of Delaware (“Virco”) (VMC, Virco and each Person joined hereto as a borrower from time to time, collectively, the “Borrowers”, and each a “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, “Agent”).
RESTATED EXHIBIT C COMPLIANCE CERTIFICATE TO: WELLS FARGO BANK, NATIONAL ASSOCIATION This Compliance Certificate is delivered with reference to the Amended and Restated Credit Agreement dated as of January 27, 2004 (as the same may be amended,...Credit Agreement • January 27th, 2005 • Virco MFG Corporation • Public bldg & related furniture
MORTGAGE WITH ABSOLUTE ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILINGMortgage • January 30th, 2004 • Virco MFG Corporation • Public bldg & related furniture • Arkansas
MASTER DESIGN AGREEMENTMaster Design Agreement • January 25th, 2008 • Virco MFG Corporation • Public bldg & related furniture • California
This Master Design Agreement (this “Agreement”) is effective as of December 1, 2007 (the “Effective Date”) by and between VIRCO MGMT. CORPORATION, a Delaware corporation (“CLIENT”), and HEDGEHOG DESIGN LLC, a California limited liability company (“DESIGNER”) and agreed to and acknowledged by VIRCO MFG. CORPORATION, a Delaware corporation and the parent of CLIENT (“Parent”). CLIENT and DESIGNER are referred to herein together as the “Parties” and individually as a “Party.”
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 21st, 2019 • Virco MFG Corporation • Public bldg & related furniture
THIS AGREEMENT made as of _____________, 2019 [insert date on which Committee grants the Option] (the “Grant Date”), by and between Virco Mfg. Corporation (the “Company”), and ____________________ (the “Optionee”).
WARRANT AGREEMENTWarrant Agreement • June 8th, 2006 • Virco MFG Corporation • Public bldg & related furniture • California
THIS WARRANT AND THE UNDERLYING COMMON STOCK MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.
RECITALSSubsidiary Guaranty • January 30th, 2004 • Virco MFG Corporation • Public bldg & related furniture • California
AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 9th, 2010 • Virco MFG Corporation • Public bldg & related furniture • California
AMENDMENT NO. 6 dated as of October 29, 2010 (“Amendment”) between VIRCO MFG. CORPORATION, a Delaware corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Bank”), amending the Second Amended and Restated Credit Agreement dated as of March 12, 2008 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) between the Borrower and the Bank. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein defined.
2 - 1* Monthly Base Rent of USD$726,700.00 is abated for the Abatement Period. Operating Expenses will be due during the Abatement Period (and all other periods as provided in this Lease). n) Initial Estimated Monthly Operating Expenses: Taxes:...Lease Agreement • July 24th, 2024 • Virco MFG Corporation • Public bldg & related furniture
THIS MORTGAGE SECURES A NOTE THAT PROVIDES FOR A VARIABLE INTEREST RATE AMENDED AND RESTATED MORTGAGE WITH ABSOLUTE ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILINGMortgage • March 24th, 2008 • Virco MFG Corporation • Public bldg & related furniture • Arkansas
THE PARTIES TO THIS AMENDED AND RESTATED MORTGAGE WITH ABSOLUTE ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage”), made as of March 12, 2008, are VIRCO MFG. CORPORATION, a Delaware corporation (“Mortgagor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Mortgagee”). The mailing address of Mortgagor and Mortgagee are the addresses for those parties set forth or referred to in Section 7.10 below.
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • June 8th, 2007 • Virco MFG Corporation • Public bldg & related furniture • New York
This Amendment No. 1 to Rights Agreement (this “Amendment”), is entered into on April 27, 2007 and effective as of October 18, 2006, between Virco Mfg. Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, as successor to The Chase Manhattan Bank (the “Rights Agent”). This Amendment amends that certain Rights Agreement, dated as of October 18, 1996 (the “Agreement”), between the Company and the Rights Agent. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Agreement.
TERM NOTETerm Note • April 16th, 2007 • Virco MFG Corporation • Public bldg & related furniture • California
This Term Note (this “Note”) evidences the Original Term Loan and the Incremental Term Loan and replaces the Term Note originally issued on December 6, 2005 pursuant to the Amended and Restated Credit Agreement dated as of January 27, 2004 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) between Borrower and Bank. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein defined. Reference hereby is made to the Loan Documents for a description of the assets in which a Lien has been granted, the nature and extent of the security and the guaranties, the terms and conditions upon which the Liens and each guaranty were granted and the rights of the holder of this Note in respect thereof.
May 24, 2011 HAND DELIVERED MR. LARRY O. WONDER Re: SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS Dear Larry:Separation Agreement • June 9th, 2011 • Virco MFG Corporation • Public bldg & related furniture • California
This letter will serve as the Separation Agreement and General Release of all Claims (the “Agreement”) between you and Virco. As used in this Agreement, the term “Virco” or “Company” shall include Virco Mfg. Corporation, its divisions, subsidiaries, affiliates, and past, present or future officers, directors, shareholders, employees, agents and representatives.
TENTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • September 11th, 2015 • Virco MFG Corporation • Public bldg & related furniture • New York
This TENTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of June 18, 2015, by and among VIRCO MFG. CORPORATION, a Delaware corporation (“VMC”), VIRCO INC., a Delaware corporation (“Virco”, and together with VMC, “Borrowers” and, each individually, a “Borrower”), the financial institutions from time to time party to the Credit Agreement (as defined below) as lenders (collectively, “Lenders”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrative agent for Lenders (PNC, in such capacity, “Agent”), with respect to the following:
FIFTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • March 4th, 2013 • Virco MFG Corporation • Public bldg & related furniture • New York
This FIFTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March 1, 2013, by and among VIRCO MFG. CORPORATION, a Delaware corporation (“VMC”), VIRCO INC., a Delaware corporation (“Virco”, and together with VMC, “Borrowers” and, each individually, a “Borrower”), the financial institutions from time to time party to the Credit Agreement (as defined below) as lenders (collectively, “Lenders”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrative agent for Lenders (PNC, in such capacity, “Agent”), with respect to the following:
AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT AND LIMITED WAIVERRevolving Credit and Security Agreement • December 13th, 2021 • Virco MFG Corporation • Public bldg & related furniture • New York
This AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT AND LIMITED WAIVER (this “Amendment”) is entered into as of December 7, 2021 by and among VIRCO MFG. CORPORATION, a Delaware corporation (“VMC”), VIRCO INC., a Delaware corporation (“Virco”, and together with VMC, “Borrowers” and, each individually, a “Borrower”), the financial institutions from time to time party to the Credit Agreement (as defined below) as lenders (collectively, “Lenders”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrative agent for Lenders (PNC, in such capacity, “Agent”), with respect to the following:
FOURTH AMENDMENT TO LEASE AGREEMENTLease Agreement • November 15th, 2017 • Virco MFG Corporation • Public bldg & related furniture
THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of November 14, 2017, by and between Starboard Distribution Center, LLC, a Delaware limited liability company (“Landlord”) and Virco Mfg. Corporation, a Delaware corporation (“Tenant”).
GENERAL AND SPECIAL RELEASE AGREEMENTGeneral and Special Release Agreement • December 15th, 2011 • Virco MFG Corporation • Public bldg & related furniture
TWENTY-FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT AND LIMITED WAIVERRevolving Credit and Security Agreement • September 14th, 2020 • Virco MFG Corporation • Public bldg & related furniture • New York
This TWENTY-FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT AND LIMITED WAIVER (this “Amendment”) is entered into as of September 8, 2020 by and among VIRCO MFG. CORPORATION, a Delaware corporation (“VMC”), VIRCO INC., a Delaware corporation (“Virco”, and together with VMC, “Borrowers” and, each individually, a “Borrower”), the financial institutions from time to time party to the Credit Agreement (as defined below) as lenders (collectively, “Lenders”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrative agent for Lenders (PNC, in such capacity, “Agent”), with respect to the following:
THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • September 14th, 2012 • Virco MFG Corporation • Public bldg & related furniture • New York
This THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of September 12, 2012, by and among VIRCO MFG. CORPORATION, a Delaware corporation (“VMC”), VIRCO INC., a Delaware corporation (“Virco”, and together with VMC, “Borrowers” and, each individually, a “Borrower”), the financial institutions from time to time party to the Credit Agreement (as defined below) as lenders (collectively, “Lenders”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrative agent for Lenders (PNC, in such capacity, “Agent”), with respect to the following:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 8th, 2006 • Virco MFG Corporation • Public bldg & related furniture • California
This STOCK PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of June 6, 2006, by and between VIRCO MFG. CORPORATION, a Delaware corporation (the “Company”), and the purchasers set forth below (each a “Purchaser” and collectively the “Purchasers”).
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 16th, 2010 • Virco MFG Corporation • Public bldg & related furniture • California
Any increase or decrease in the Applicable Margin resulting from a change in the Consolidated EBITDA for any relevant period shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 4.3(f); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Tier 1 shall apply as of the first Business Day
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED Credit AGREEMENTCredit Agreement • September 9th, 2008 • Virco MFG Corporation • Public bldg & related furniture • California
AMENDMENT NO. 1 dated as of July 31, 2008 (“Amendment”) between VIRCO MFG. CORPORATION, a Delaware corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Bank”), and amends the Second Amended and Restated Credit Agreement dated as of March 12, 2008 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) between the Borrower and the Bank. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein defined.
TWELFTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • April 26th, 2016 • Virco MFG Corporation • Public bldg & related furniture • New York
This TWELFTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of April 4, 2016, by and among VIRCO MFG. CORPORATION, a Delaware corporation (“VMC”), VIRCO INC., a Delaware corporation (“Virco”, and together with VMC, “Borrowers” and, each individually, a “Borrower”), the financial institutions from time to time party to the Credit Agreement (as defined below) as lenders (collectively, “Lenders”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrative agent for Lenders (PNC, in such capacity, “Agent”), with respect to the following:
SEVENTEENTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • March 22nd, 2018 • Virco MFG Corporation • Public bldg & related furniture • New York
This SEVENTEENTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March 19, 2018 by and among VIRCO MFG. CORPORATION, a Delaware corporation (“VMC”), VIRCO INC., a Delaware corporation (“Virco”, and together with VMC, “Borrowers” and, each individually, a “Borrower”), the financial institutions from time to time party to the Credit Agreement (as defined below) as lenders (collectively, “Lenders”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrative agent for Lenders (PNC, in such capacity, “Agent”), with respect to the following:
FOURTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • December 7th, 2012 • Virco MFG Corporation • Public bldg & related furniture • New York
This FOURTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of December 6, 2012, by and among VIRCO MFG. CORPORATION, a Delaware corporation (“VMC”), VIRCO INC., a Delaware corporation (“Virco”, and together with VMC, “Borrowers” and, each individually, a “Borrower”), the financial institutions from time to time party to the Credit Agreement (as defined below) as lenders (collectively, “Lenders”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrative agent for Lenders (PNC, in such capacity, “Agent”), with respect to the following:
FOURTEENTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • June 12th, 2017 • Virco MFG Corporation • Public bldg & related furniture • New York
AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 8th, 2010 • Virco MFG Corporation • Public bldg & related furniture • California
AMENDMENT NO. 4 dated as of April 28, 2010 (“Amendment”) between VIRCO MFG. CORPORATION, a Delaware corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Bank”), amending the Second Amended and Restated Credit Agreement dated as of March 12, 2008 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) between the Borrower and the Bank. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein defined.
