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EXHIBIT 99.3
RESTATED EXHIBIT A-1
FORM OF LINE OF CREDIT NOTE
REVOLVING LINE OF CREDIT NOTE
$40,000,000 Los Angeles, California
January 21, 2005
FOR VALUE RECEIVED, the undersigned VIRCO MFG. CORPORATION
("Borrower")
promises to pay to the order of WELLS FARGO BANK, NATIONAL
ASSOCIATION ("Bank")
at its office at 333 South Grand Avenue, Suite 940, Los Angeles,
California
90071, or at such other place as the holder hereof may
designate, in lawful
money of the United States of America and in immediately
available funds, the
principal sum of Forty Million Dollars ($40,000,000), or so much
thereof as may
be advanced and be outstanding, with interest thereon, to be
computed on each
advance from the date of its disbursement as set forth
herein.
This Revolving Line of Credit Note (this "Note") replaces the
Line of
Credit Note originally issued on January 27, 2004 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.
DEFINITIONS:
As used herein, the following terms shall have the meanings set
forth
after each, and any other term defined in this Note shall have
the meaning set
forth at the place defined:
(a) "Applicable Margin" means, as of any date of determination,
(i) 1.50%
minus (ii) so long as no Default or Event of Default has
occurred and is
continuing or would result therefrom and the reduction in the
outstanding
principal amount of the Term Loan contemplated by this clause
(ii) was not
effected with the net cash proceeds from an Advance or a sale of
assets (other
than sales of inventory in the ordinary course of business) (A)
if the aggregate
principal amount of the Term Loan outstanding is less than
$15,000,000 but
greater than or equal to $10,000,000, 0.25%, (B) if the
aggregate principal
amount of the Term Loan outstanding is less than $10,000,000 but
greater than or
equal to $5,000,000, 0.50%, and (C) if the aggregate principal
amount of the
Term Loan outstanding is less than $5,000,000, 0.75%.
(b) "Prime Rate" means at any time the rate of interest most
recently
announced within Bank at its principal office as its Prime Rate,
with the
understanding that the Prime Rate is one of Bank's base rates
and serves as the
basis upon which effective rates of interest are
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calculated for those loans making reference thereto, and is
evidenced by the
recording thereof after its announcement in such internal
publication or
publi
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