\
EXHIBIT 99.5
RESTATED EXHIBIT C
COMPLIANCE CERTIFICATE
TO: XXXXX 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, supplemented, replaced, renewed or otherwise modified from time to
time, the "Credit Agreement"), between VIRCO MFG. CORPORATION, a Delaware
corporation (the "Borrower"), and XXXXX FARGO BANK, NATIONAL ASSOCIATION
("Bank"). Terms defined in the Credit Agreement and not otherwise defined in
this Compliance Certificate (this "Certificate") shall have the meanings defined
for them in the Credit Agreement. Section references herein relate to the Credit
Agreement unless stated otherwise.
This Certificate is delivered in accordance with Section 4.3(f) of the
Credit Agreement by the Chief Financial Officer of the Borrower. This
Certificate is delivered with respect to the [fiscal quarter][fiscal month]
ended _________________, _____ (the "Test Date"). Computations indicating
compliance with respect to certain covenants set forth in the Credit Agreement
are set forth below:
I. Section 5.2 - Capital Expenditures. The maximum additional investment in
fixed assets in any fiscal year is $5,000,000. The additional investment in
fixed assets of Borrower for the fiscal year ended __________, 200_ is
_____________. The additional consolidated investment in fixed assets of the
Borrower and its Subsidiaries for the fiscal year ended ___________, 200_ [is/is
not] greater than or equal to $5,000,000, as set forth in Section 5.2 of the
Credit Agreement.
II. Section 5.13 - Minimum Revenues. The minimum consolidated revenues of the
Borrower for the twelve months ended on the Test Date is $180,000,000. The
Borrower's consolidated revenues for the twelve months ended on the Test Date
was $____________. The Borrower's consolidated revenues for the twelve months
ended on the Test Date [is/is not] greater than or equal to $180,000,000, as set
forth in Section 5.13 of the Credit Agreement.
III. Section 5.14 - Minimum Consolidated EBITDA. The Consolidated EBITDA
required by the Credit Agreement for the period ended on the Test Date is
$__________. For the period contemplated for such Test Date, the Consolidated
EBITDA of the Borrower was $_________, calculated as follows:
A. Consolidated EBITDA for the period contemplated for such Test Date:
(a) Net Income of the Borrower and its Subsidiaries
for such period: $____________
5
(b) Interest Expense for such period, to the extent
deducted from Net Income: $____________
(c) income taxes for such period, to the extent
deducted from Net Income: $____________
(d) depreciation and amortization for such period,
to the extent deducted from Net Income: $____________
(e) gains from the sale of capital assets, during
such period: $____________
(f) income or gain from extraordinary items, during
such period: $____________
(g) income or gain from non-recurring items, during
such period: $____________
Consolidated EBITDA (Item (a) plus the sum of
Items (b), (c) and (d) minus the sum of
Items (e), (f) and (g)): $____________
The Consolidated EBITDA set forth above [is/is not] more than or equal to the
amount set forth in Section 5.14 of the Credit Agreement for the contemplated
period ended on the Test Date.
IV. The undersigned Chief Financial Officer of the Borrower certifies that the
calculations made and the information contained herein are derived from the
books and records of the Borrower and its Subsidiaries, as applicable, and that
each and every matter contained herein correctly reflects those books and
records in all material respects [if there has been a change in generally
accepted accounting principles: and attached hereto as Schedule 1 is a
reconciliation of the financial statements of the Borrower to GAAP].
V. To the best knowledge of the undersigned no Default or Event of Default has
occurred, except for such conditions or events set forth on Schedule 1 attached
hereto, specifying the nature and period of existence thereof and what action
the Borrower has taken, is taking or proposes to take with respect thereto.
Dated: _______________, _____
VIRCO MFG.CORPORATION
By:
________________________
Name:
Title:
6
