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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
