CADMUS COMMUNICATIONS CORP/NEW
EX-10.31.3 THIRD AMENDMENT TO RESTATED CREDIT AGMT
<DOCUMENT>
<TYPE>EX-10.31.3
<SEQUENCE>5
<FILENAME>g85028exv10w31w3.txt
<DESCRIPTION>EX-10.31.3 THIRD AMENDMENT TO RESTATED CREDIT AGMT
<TEXT>
<PAGE>
                                                                 EXHIBIT 10.31.3


            THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


         THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is made as of the 3rd day of July, 2003, by and among CADMUS
COMMUNICATIONS CORPORATION (the "Borrower"), WACHOVIA BANK, NATIONAL
ASSOCIATION, as Agent and as a Bank, BANK OF AMERICA, N.A., FLEET NATIONAL BANK,
SUNTRUST BANK, NATIONAL CITY BANK, and CREDIT LYONNAIS NEW YORK BRANCH
(collectively referred to herein as the "Banks"), CADMUS JOURNAL SERVICES, INC.,
PORT CITY PRESS, INC., WASHBURN GRAPHICS, INC., and MACK PRINTING COMPANY
(collectively referred to herein as the "Guarantors").

                                R E C I T A L S:

         The Borrower, the Agent and the Banks have entered into a certain
Amended and Restated Credit Agreement dated June 21, 2001, as amended by that
First Amendment to Amended and Restated Credit Agreement dated as of June 21,
2002 and that Second Amendment to Amended and Restated Credit Agreement dated as
of November 1, 2002 (as amended, the "Credit Agreement"). Capitalized terms used
in this Amendment which are not otherwise defined in this Amendment shall have
the respective meanings assigned to them in the Credit Agreement.

         The Guarantors have executed or otherwise become a party to a certain
Guaranty Agreement dated as of June 21, 2001 (the "Guaranty").

         The Borrower and Guarantors have requested the Agent and the Banks to
amend the Credit Agreement upon the terms and conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the Recitals and the mutual
promises contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Borrower, the
Agent and the Banks, intending to be legally bound hereby, agree as follows:

         SECTION 1. Recitals. The Recitals are incorporated herein by reference
and shall be deemed to be a part of this Amendment.

         SECTION 2. Amendment. The Credit Agreement is hereby amended as set
forth in this Section 2.

         SECTION 2.1 Amendment to Definitions. Section 1.01 of the Credit
Agreement is hereby amended by inserting a new definition of "Additional Minimum
Liability," in appropriate alphabetical order, into Section 1.01 to read as
follows:

                  "Additional Minimum Liability" means the excess of the
actuarially

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         computed accumulated benefit obligation of the Borrower with respect to
         any Plan over the fair value of the assets of such Plan.

         SECTION 2.2 Amendment to Section 6.05. Section 6.05 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

                  SECTION 6.05 Minimum Consolidated Net Worth. Consolidated Net
         Worth will at no time be less than the amount determined by the
         following computation: (1) 90% of Consolidated Net Worth, determined as
         of March 31, 2001 (such 90% of Consolidated Net Worth being equal to
         $100,050,300); plus (2) the sum of (i) 100% of the cumulative Net
         Proceeds of Capital Stock received during any period after the Closing
         Date, calculated quarterly, and (ii) 100% of the cumulative Reported
         Net Income of the Borrower and its Consolidated Subsidiaries during any
         period after March 31, 2001 (taken as one accounting period), but, for
         purposes of calculating cumulative Reported Net Income under this
         clause (ii), excluding any quarter in which Reported Net Income is
         negative; minus (3) any Restricted Payments made during such period to
         the extent permitted by Section 6.31, calculated quarterly; minus (4)
         the after-tax charges of the Borrower for restructuring charges
         incurred during the Fiscal Quarter ending June 30, 2001 (not to exceed
         $1,500,000); minus (5) the non-cash charges (not to exceed $50,000,000)
         incurred by the Borrower upon the adoption of Financial Accounting
         Standards Board Statement No. 142; minus (6) the after-tax charges of
         the Borrower for restructuring charges incurred during the four Fiscal
         Quarter period ending September 30, 2003 (not to exceed $12,000,000);
         and minus (7) the after-tax charges of the Borrower incurred during the
         Fiscal Quarter ended June 30, 2003 (not to exceed $25,000,000) related
         to its Additional Minimum Liability under any Plan.

                  Notwithstanding the foregoing, for the purposes of calculating
         cumulative Reported Net Income in clause (ii) above for the quarter in
         which the Borrower shall have adopted Financial Accounting Standards
         Board Statement No. 142, the non-cash charges described in clause (5)
         above shall be excluded from the calculation of Reported Net Income in
         clause (ii) above.

         SECTION 3. Conditions to Effectiveness. The effectiveness of this
Amendment and the obligations of the Banks hereunder are subject to the
following conditions:

         (a)      receipt by the Agent from each of the parties hereto of a duly
executed counterpart of this Amendment signed by the Borrower, the Guarantors,
and the Required Banks;

         (b)      receipt by the Agent from the Borrower of any and all fees and
expenses to be paid by the Borrower to the Agent in connection with this
Amendment; and


                                       2
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         (c)      the fact that the representations and warranties of the
Borrower contained in Article V of the Credit Agreement and in Section 5 of this
Amendment shall be true on and as of the date hereof.

         SECTION 4. No Other Amendment. Except for the amendments set forth
above, the text of the Credit Agreement shall remain unchanged and in full force
and effect. This Amendment is not intended to effect, nor shall it be construed
as, a novation. The Credit Agreement and this Amendment shall be construed
together as a single agreement. Nothing herein contained shall waive, annul,
vary or affect any provision, condition, covenant or agreement contained in the
Credit Agreement, except as herein amended, nor affect nor impair any rights,
powers or remedies under the Credit Agreement as hereby amended. The Banks and
the Agent do hereby reserve all of their rights and remedies against all parties
who may be or may hereafter become secondarily liable for the repayment of the
Notes. The Borrower promises and agrees to perform all of the requirements,
conditions, agreements and obligations under the terms of the Credit Agreement,
as heretofore and hereby amended, the Credit Agreement, as amended, being hereby
ratified and affirmed. The Borrower hereby expressly agrees that the Credit
Agreement, as amended, is in full force and effect.

         SECTION 5. Representations and Warranties. The Borrower hereby
represents and warrants to each of the Banks as follows:

         (a)      No Default under the Credit Agreement has occurred and is
continuing unwaived by the Banks on the date hereof.

         (b)      The Borrower and Guarantors have the power and authority to
enter into this Amendment and to do all acts and things as are required or
contemplated hereunder to be done, observed and performed by them.

         (c)      This Amendment has been duly authorized, validly executed and
delivered by one or more authorized officers of the Borrower and Guarantors and
constitutes a legal, valid and binding obligation of the Borrower, and each
Guarantor enforceable against it in accordance with its terms, provided that
such enforceability is subject to general principles of equity.

         (d)      The execution and delivery of this Amendment and the
performance of the Borrower and Guarantors hereunder do not and will not require
the consent or approval of any regulatory authority or governmental authority or
agency having jurisdiction over the Borrower or any Guarantor, nor be in
contravention of or in conflict with the articles of incorporation or bylaws of
the Borrower, or any Guarantor, or the provision of any statute, or any
judgment, order or indenture, instrument, agreement or undertaking, to which the
Borrower, or any Guarantor is party or by which the assets or properties of the
Borrower and Guarantors are or may become bound.

         SECTION 6. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same agreement.


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         SECTION 7. Governing Law. This Amendment shall be construed in
accordance with and governed by the laws of the State of Georgia.

         SECTION 8. Consent by Guarantors. The Guarantors consent to the
foregoing amendments. The Guarantors promise and agree to perform all of the
requirements, conditions, agreements and obligations under the terms of the
Guaranty and Indemnity, Subrogation and Contribution Agreement, said Guaranty
and Indemnity, Subrogation and Contribution Agreement being hereby ratified and
affirmed. The Guarantors hereby expressly agree that the Guaranty and Indemnity,
Subrogation and Contribution Agreement are in full force and effect.

         SECTION 9. Effective Date. Upon satisfaction of the conditions to
effectiveness in Section 3 hereof, this Amendment shall be effective as of June
30, 2003.

             [The remainder of this page intentionally left blank.]


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         IN WITNESS WHEREOF, the parties hereto have executed and delivered, or
have caused their respective duly authorized officers or representatives to
execute and deliver, this Amendment as of the day and year first above written.

                           BORROWER:

                           CADMUS COMMUNICATIONS CORPORATION


                           By:  /s/ Paul K. Suijk
                              ---------------------------------
                           Name:   Paul K. Suijk
                                -------------------------------
                           Title:  Senior VP & CFO
                                 ------------------------------



                               Signature Page of
            Third Amendment to Amended and Restated Credit Agreement
                                  Page 1 of 8

<PAGE>

                           WACHOVIA BANK, NATIONAL ASSOCIATION, as
                           Agent and as a Bank


                           By:  /s/ Laura Kubovcik
                              ---------------------------------
                           Name:   Laura Kubovcik
                                -------------------------------
                           Title:  Associate
                                 ------------------------------



                               Signature Page of
            Third Amendment to Amended and Restated Credit Agreement
                                  Page 2 of 8
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                           BANK OF AMERICA, N.A.


                           By:  /s/ Scott K. Mitchell
                              ---------------------------------
                           Name:   Scott K. Mitchell
                                -------------------------------
                           Title:  Senior Vice President
                                 ------------------------------



                               Signature Page of
            Third Amendment to Amended and Restated Credit Agreement
                                   Page 3 of 8


<PAGE>


                           FLEET NATIONAL BANK


                           By:  /s/ Christopher J. Wickles
                              ---------------------------------
                           Name:   CHRISTOPHER J. WICKLES
                                -------------------------------
                           Title:  Vice President
                                 ------------------------------




                               Signature Page of
            Third Amendment to Amended and Restated Credit Agreement
                                  Page 4 of 8


<PAGE>

                           SUNTRUST BANK



                           By:
                              ---------------------------------
                           Name:
                                -------------------------------
                           Title:
                                 ------------------------------




                               Signature Page of
            Third Amendment to Amended and Restated Credit Agreement
                                  Page 5 of 8


<PAGE>
                           NATIONAL CITY BANK



                           By:
                              ---------------------------------
                           Name:
                                -------------------------------
                           Title:
                                 ------------------------------



                               Signature Page of
            Third Amendment to Amended and Restated Credit Agreement
                                  Page 6 of 8


<PAGE>


                           CREDIT LYONNAIS NEW YORK BRANCH


                           By:  /s/ Rod Hurst
                              ---------------------------------
                           Name:   Rod Hurst
                                -------------------------------
                           Title:  Vice President
                                 ------------------------------



                               Signature Page of
            Third Amendment to Amended and Restated Credit Agreement
                                  Page 7 of 8


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                           GUARANTORS:


                           CADMUS JOURNAL SERVICES, INC.

                           By:  /s/ Christopher T. Schools
                              ---------------------------------
                           Name:   Christopher T. Schools
                                -------------------------------
                           Title:  VP & Treasurer
                                 ------------------------------


                           MACK PRINTING COMPANY

                           By:  /s/ Christopher T. Schools
                              ---------------------------------
                           Name:   Christopher T. Schools
                                -------------------------------
                           Title:  VP & Treasurer
                                 ------------------------------

                           PORT CITY PRESS, INC.

                           By:  /s/ Christopher T. Schools
                              ---------------------------------
                           Name:   Christopher T. Schools
                                -------------------------------
                           Title:  VP & Treasurer
                                 ------------------------------


                           WASHBURN GRAPHICS, INC.

                           By:  /s/ Christopher T. Schools
                              ---------------------------------
                           Name:   Christopher T. Schools
                                -------------------------------
                           Title:  VP & Treasurer
                                 ------------------------------


                               Signature Page of
            Third Amendment to Amended and Restated Credit Agreement
                                  Page 8 of 8


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