0000950124-07-003217 Sample Contracts

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights 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.

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