Banque Internationale A Luxembourg
Conformed Copy

Credit Facility Agreement

1.    Term Loan, LUF 225,000,000
2.    Short Term Facility, LUF 50,000,000

EuroNimbus S.A.
Nimbus Manufacturing (UK) Ltd.
Saarbrucker Zeitung, Verlag und Druckerei GMBH

Banque Internationale A Luxembourg S.A.

Credit Facility Agreement

This Credit Facility Agreement is made the 12th day of May 1997

BETWEEN:    EURONIMBUS Societe Anonyme, having its registered office in 29A 
boulevard Grande Duchesse Charlotte L-1331 Luxembourg (hereinafter referred to
as the "Borrower")

AND:        BANQUE INTERNATIONALE A LUXEMBOURG S.A. having its registered office
69, route d'Esch L-1470 Luxembourg (hereinafter referred to as the "Bank")

WHEREAS the Borrower has requested  and the Bank has agreed to make  available a
credit  facility,  comprising  a Term Loan of LUF  225,000,000  and a Short Term
Facility of LUF 50,000,000,  the two parties  involved agree to make this Credit
Facility  Agreement  subject to the  following  terms and  conditions,  it being
understood that the proceeds of this Credit Facility  Agreement will be used for
the partial financing of the first phase of the Borrower's investment program in
Foetz  and the  financing  of the  working  capital  needs as per the  Executive
Summary.

IT IS HEREBY AGREED AS FOLLOWS

Definitions and interpretation

In this Credit Facility  Agreement the following meanings have been given to the
terms therein mentioned.

Advance:  means a partial or full utilisation of the Term Loan and the Short 
Term Facility made or to be made by the Bank to the Borrower under the Credit 
Facility Agreement.

Bank:  Banque Internationale a Luxembourg S.A., 69 route d'Esch L-1470 
Luxembourg.

Borrower:  EuroNimbus S.A., 29A boulevard Grande Duchesse Charlotte L-1331 
Luxembourg.

Business Day:  means for the purpose of payment(s), and for the fixing of the 
LUXIBOR rate, a day on which banks are open for business in Luxembourg and 
Brussels.

Credit Facility Agreement:  means the documentation by which the Bank grants a 
Term Loan and a Short Term Facility to the Borrower.

Event of Default:  means any circumstances described as such in article 6.

Executive Summary:  means the business plan (April 1997 - March 2002) elaborated
by the Shareholders in connection with the investment program to be executed in
Foetz as per document dated December 19th, 1996.

LUXIBOR:  means the rate for the relevant interest period as conclusively 
determined by the Bank at 12.00 a.m. Luxembourg time 2 Business Days prior to 
the beginning of the relevant interest period.

Margin:  (1) for the Term Loan means 0.75  percent per annum;  (2) for the fixed
rate option  means 0.75  percent  per annum plus a premium of 0.125  percent per
annum; (3) for the Short Term Facility means 0.50 percent per annum.

Short Term Facility:  means the aggregate principal amount for the time being
outstanding and/or remaining available to be used for working capital purposes.

Shareholders:  means (1) Nimbus  Manufacturing  (UK) Limited,  Llantarnam  Park,
Cwmbran, Gwent NP44 3AB, United Kingdom, an indirect wholly-owned  subsidiary of
Nimbus CD International,  Inc., P.O. Box 7427, Charlottesville,  Virginia 22906,
USA;  2)   Saarbrucker   Zeitung,   Verlag  und   Druckerei   Gmbh   Saarbrucken
Gutenbergstrasse 11-23, 66117 Saarbrucken, B.R.D.

Shareholders Agreement:  means the agreement between the Shareholders, dated 
29.01.1997.

Term Loan:  means the aggregate principal amount for the time being outstanding
under the Credit Facility Agreement for the partial financing of the first phase
of the Borrower's investment program in Foetz.

1. The Term Loan.  The Bank grants to the  Borrower  under this Credit  Facility
Agreement a Term Loan of an amount of LUF  225,000,000-  (Luxembourg  francs two
hundred and twenty five million).

1.1.  Utilisation.  The  Term  Loan  will be in line  with the  progress  of the
investment  program.  It shall at all times be duly proportionate to the paid in
share  capital of the Borrower,  the SNCI loan and the amount of the  government
grants, in accordance with the Executive Summary.  The Borrower has to address a
certificate to the Bank that the necessary  amount of the  utilisation is needed
within the framework of the progress of the investment program. Part of the Term
Loan can be utilised for the issuing of bank  guarantees in the framework of the
investment program.

1.2.  Draw  Down.  The Term Loan is to be drawn in  several  Advances  after the
signature  of the  Credit  Facility  Agreement  by giving a prior  notice of two
Business Days to the Bank, by indicating the amount,  the interest  period,  the
beneficiary(ies) of the payment(s), by submitting the certificate as per article
1.1 and by observing the conditions as per article 5.

1.3   Interest

1.3.1.  Interest  period.  Interest  periods  of 3 or 6 months can be defined by
giving  a prior  written  notice  of two  Business  Days  before  the end of the
preceding  interest period.  If less than two Business Days before the end of an
interest  period,  the Borrower  fails to give such notice,  the duration of the
succeeding  interest  period will be the same as the preceding one. A fixed rate
option can be  determined  after the execution of the whole  investment  program
being the  31.12.1997 by giving a prior notice of two Business Days to the Bank.
Until the full  utilisation  of the Term  Loan,  as per  paragraph  here  above,
interest  periods  of 1,  2 and 3  months  are  available  under  the  hereabove
mentioned conditions.

1.3.2. Interest rate. The interests to be paid from time to time on each Advance
and for the respective interest period shall be the LUXIBOR rate plus the Margin
(1) or (2) as the case may be. In case an amount due and  payable  hereunder  is
not paid when due,  the amount in default  shall be subject to default  interest
equal to the interest rate as fixed plus a default margin of 200 basis points.

1.3.3. Interest  calculation.  Interest calculation will be done on the basis of
the effective days elapsed divided by 360.

1.3.4. Interest payment. The payment of interests will be done in arrears at the
end of each interest period. If any such interest payment date is not a Business
Day, the interest payment date will fall on the next Business Day.

1.4. Repayment of principal.  The outstanding amount of the Term Loan at the end
of  the  investment  period,  being  the  31.12.1997,   shall  be  consolidated.
Thereafter  the  principal  amount  will  be  repaid  in  6  equal   semi-annual
installments starting on 30.6.1999.

2.  Short Term  Facility.  The Bank  grants to the  Borrower  under this  Credit
Facility  Agreement  a  Short  Term  Facility  up to a  maximum  amount  of  LUF
50,000,000 - (Luxembourg francs fifty million).

2.1.  Draw Down.

2.1.1. The Short Term Facility can be drawn in one or several Advances after the
signing of the Credit Facility  Agreement up to the maximum amount as stipulated
under  article 2, by giving a prior notice of two Business  Days to the Bank, by
indicating the amount to be drawn and the interest period.

2.1.2.  The Short Term Facility can also be utilised in the form of an overdraft
facility up to a maximum amount as per article 2.

2.2.  Interest

2.2.1. Interest period. Interest periods of 1, 3, 6 and 12 months can be defined
by giving a prior  written  notice of two  Business  Days  before the end of the
preceding  interest  period,  for the draw downs as per 2.1.1.  If less than two
Business Days before the end of an interest  period,  the Borrower fails to give
such notice,  the duration of the next  interest  period will be the same as the
preceding one.

2.2.2. Interest rate. The interests to be paid from time to time on each Advance
and for the respective interest period shall be the LUXIBOR rate plus the Margin
(3).  In case an amount  due and  payable  hereunder  is not paid when due,  the
amount in default  shall be subject to default  interest  equal to the  interest
rate as fixed plus a default margin of 200 basis points.

2.2.3. Interest  calculation.  Interest calculation will be done on the basis of
the effective days elapsed divided by 360.

2.2.4. Interest payment. The payment of interests will be done in arrears at the
end of each  interest  period  for the  draw  downs  as per  2.1.1.  If any such
interest payment date is not a Business Day, the interest payment date will fall
on the next  Business  Day. For the draw downs under 2.1.2 the interest  will be
paid at the end of each calendar quarter.

2.3 Maturity. The Short Term Facility is made available for one year starting at
the date of the Credit  Facility  Agreement.  It can be renewed  thereafter on a
yearly basis upon mutual consent and confirmed by writing.

3.    Securities.

3.1. Mortgage on the superficial right "droit de superficie" covering the entire
surface  and  industrial  location of the  Borrower on a real estate  located in
FOETZ,  as per contract to be signed between the Luxembourg  Authorities and the
Borrower in a reasonable time after the date of the Credit  Facility  Agreement,
for a principal  amount of LUF  275,000,000  (Luxembourg  francs two hundred and
seventy five million),  being the amount of the Term Loan and the maximum of the
Short Term  Facility.  Furthermore,  the  Borrower  will  grant a notarial  deed
"Mandat  a  l'effet   d'hypthequer"   entitling  the  Bank  to  proceed  to  the
establishment of the mortgage.

3.2. Pledge on the "fonds de commerce" of the Borrower for the same total amount
as per article 3.1..

4.    Covenants

4.1. As long as any amount is outstanding  under the Credit Facility  Agreement,
the Shareholders agree not to change the proportion of their shareholding as per
the signing date of the Credit Facility  Agreement,  which proportion amounts to
70% for Nimbus  Manufacturing  (UK) Limited and to 30% for Saarbrucker  Zeitung,
Verlag  und  Druckerei  Gmbh.  In case of change of the  foregoing  shareholders
structure, the following procedure is applicable: (a) information of the Bank of
the  change  in  the  shareholders  structure;  (b)  approval  of the  Bank  for
maintaining the Credit Facility Agreement under the new shareholders  structure.
The right of the Bank shall be subject to the provisions of Art.
6.1. of Luxembourg Civil code.

4.2. The Borrower will respect during the life of the Credit Facility  Agreement
a ratio of equity/net  financial debts of at least 1 to 2.5 until 31.12.1998 and
thereafter 1 to 2 as per appendix 1.

4.3. The Borrower will insure that all  obligations due under the present Credit
Facility  Agreement  will rank pari  passu  with all other  present  and  future
indebtedness,  loans or other  obligations  issued,  created  or  assumed by the
Borrower.  Furthermore,  the  Borrower  shall not  create,  assume or permit any
change of whatever nature on its present and future assets without  granting the
same to the Bank.

4.4. The Borrower shall not create without the previous agreement of the Bank or
permit to subsist  any  encumbrance  on its  present  and future  assets for its
present and future  obligations for debts,  loans or guarantee  purposes without
granting the same to the Bank and at the same rank until full  reimbursement  of
the Term Loan.

5.  Conditions  precedent.  The Bank shall have  received at or before the first
draw downs:

5.1. Confirmation that all the securities as per article 3 exist and are legally
in full force.

5.2. No event of default as per article 6 has occurred.

5.3. A duly confirmed copy of all necessary governmental,  ministerial and local
authorities  permits and  authorisations in order to allow the investment on the
designated location in Foetz.

5.4.  The Shareholders Agreement.

6. Event of default. Upon the occurrence of the following events:

6.1.  The  Borrower  shall  fail to pay any sum due under this  Credit  Facility
Agreement at the time, in the amount and in the manner specified herein and such
default shall continue unremedied for 10 Business Days; or

6.2. The Borrower shall fail to perform or to observe any  obligation,  covenant
or undertaking  under this Credit  Facility  Agreement and such  non-performance
continues unremedied for 20 Business Days; or

6.3. The Borrower or the Shareholders  shall enter into voluntary  suspension of
payments, bankruptcy,  liquidation or dissolution, or shall become insolvent, or
a receiver or liquidation  shall be appointed of all or any material part of the
undertaking or assets of the Borrower or proceedings are commenced by or against
the  Borrower  under any law or  regulation  providing  for any  reorganisation,
arrangement, readjustment of debts, dissolution or liquidation; or

6.4.  The  Borrower  changes or threatens to change its purpose or the nature or
scope of its business or suspends or threatens to suspend a substantial  part of
its present business operations as now conducted; or

6.5. The Borrower  transfers its  production  entity  financed  under the Credit
Facility Agreement out of Luxembourg as well as its registered office.

Then and in any such event,  without prior notice other than those  provided for
above, and at any time thereafter if any such event shall then be continuing:

(a)   no drawing may be requested hereunder;
(b)   the Advances not yet drawn down will be canceled;
(c) the Advances or any amount outstanding  hereunder together with all interest
accrued thereon and all other amounts payable  hereunder are immediately due and
payable;  (d) the Borrower shall  indemnify the Bank against any loss or expense
(including  costs incurred in liquidating or otherwise  employing  deposits from
third  parties taken to fund any amount not paid on its due date) which the Bank
may  sustain  or incur as a  consequence  of a default  by the  Borrower  in the
performance of any obligation expressed to be assumed by it in this agreement.

The Borrower will promptly  inform the Bank upon the  occurrence of any Event of
Default.

7.    Undertakings

7.1. The Borrower undertakes that from the date hereof and so long as any amount
payable  hereunder is outstanding or any of the  commitments  are in force,  the
Borrower shall:

7.1.1.  immediately  inform the Bank by written  notice of any  material  legal,
financial  or  industrial  event which might  alter the  Borrower's  capacity to
fulfill its obligations hereunder;

7.1.2.  furnish  to the Bank as soon as  practicable,  an in any event not later
than 90 days after the close of each financial  year, the audited annual reports
of the Borrower for such year;

7.1.3.  supply  to the Bank such  financial  and  other  information,  as can be
reasonably asked by the Bank and concerning more  specifically the annual budget
and the  quarterly  financial  situation,  consisting  of the balance  sheet and
profit and loss account;

7.1.4.  maintain a sufficient  insurance  coverage as it is  customary  for like
activities,  it  being  understood  that  the  Bank  will  in  any  case  by the
beneficiary of insurance payments in case an event of default or a loss in value
of the  securities  results from the occurrence of the insured risk. In any case
the Borrower and the Bank will be co-payees,  the Bank being the sole  recipient
of any funds that are not reinvested in like assets.

7.2. the  Shareholders  will furnish to the Bank as soon as practical and in any
case not  later  than 120 days  after the close of each  financial  year,  their
audited annual reports for such year.

8.  Payments.  The borrower  shall effect all payments of  principal,  interest,
fees,  expenses or other amounts due under this Credit  Facility  Agreement free
and clear of any  restriction or conditions  and/or  deduction or withholding of
any present or future  taxes unless the Borrower is required by law to deduct or
withhold  such taxes from any payment to be made  hereunder,  in which event the
amount due in respect of any such payment  shall be increased to the extent that
is  necessary  to  ensure  that  after  the  making  of any  such  deduction  or
withholding  the Bank receives a sum equal to the sum he would have received had
no such  deduction or  withholding  been required to be made. The Borrower shall
not exercise any rights of retention, set-off or counterclaim with regard to any
claim against the Lender  hereunder,  any such rights being explicitly waived by
the Borrower.

9. Unity of account,  set-off and interrelationship of operations.  All accounts
of the Borrower with the Bank,  whether  denominated  in the same currency or in
different currencies,  whether of a special or different nature, whether at term
or at call and whether bearing the same or different rates of interest, shall de
facto and de jure merely  constitute  the  elements of a single and  indivisible
current account in which the debit or credit position  towards the Bank shall be
determined  only after  conversion  of the balances in foreign  currencies  into
Luxembourg Francs at the exchange rate on the day on which the accounts are made
up.

The debit  balance in the single  account,  after  making-up  of the account and
conversion,  shall  be  secured  by  the  encumbrance  attached  to  one  of the
sub-accounts.

It is agreed that he Bank shall have the right,  upon the occurrence of an event
of default,  to offset the credit balance in one  sub-account  against the debit
balance in another  sub-account to the extent  required to eliminate the deficit
in the latter, irrespective of the nature of the sub-accounts,  and carrying out
currency conversions for this purpose if necessary.

All  transactions  that the  Borrower  shall  carry  out with the Bank  shall be
interrelated.   The  Bank  shall  therefore  be  entitled  not  to  perform  its
obligations  if the  Borrower  fails  to  fulfill  any  one  of the  obligations
incumbent upon him.

10. Change in  circumstances.  If, as a result of any change in applicable  law,
order,  regulation,  official  directive  or  change in  interpretation  thereof
(whether  or not  having  the  force of law),  the cost to the Bank of making or
maintaining the Credit Facility Agreement is increased,  then the Borrower shall
pay to the Bank, on receipt of the Bank's written  notice  specifying the change
and the increased cost incurred by the Lender,  the amount of any such increased
cost. In such event the Borrower may repay the whole Loan or part of the Loan on
the following  interest  date  together with the amount of any increased  costs,
interest accrued and any other amounts due hereunder.

11. Fees and expenses. The Borrower shall pay to the Bank a fee of USD 10,000 to
be paid on the day of the  signature  of the Credit  Facility  Agreement.  Legal
expenses and costs in relation  with the  enforcement  of the  securities as per
article 3 are to be borne by the Borrower.

12. Notices.  All notices and communications to be made hereunder shall be given
in writing and by facsimile message to be confirmed by writing, to the following
address of the concerned party:

The Borrower:  EuroNimbus S.A. 29A, boulevard Grande Duchesse Charlotte L-1331 
Luxembourg.

The Bank:  Banque Internationale a Luxembourg S.A., 69, route d'Esch, L-2953 
Luxembourg.

13.  Governing Law. This Credit  Facility  Agreement and the parties' rights and
obligations hereunder are governed by the laws of the Grand-Duchy of Luxembourg.
The Luxembourg courts shall have exclusive jurisdiction over any dispute arising
hereunder. The present Credit Facility Agreement has been executed and signed in
four original documents.

EURONIMBUS S.A.
M. Howard Nash
M. Gunter Kamissek

BANQUE INTERNATIONALE A LUXEMBOURG Societe Anonyme
M. Fernand Reuter
M. Frank N. Wagener

For acceptance of articles 5.4, 6.3 and 7.2.:

NIMBUS MANUFACTURING (UK) LTD.
M. Howard Nash
M. Richard Smart

SAARBRUCKER ZEITUNG VERLAG UND DRUCKEREI Gmbh
M. Gunter Kamissek
M. Uwe Jacobsen

Appendix 1 to the Credit Facility Agreement dated 12th May, 1997

The  ratio  equity/net  financial  debts  shall be  calculated  and based on the
following accounting items:

The equity will be the aggregate of:

(a)   the issued and paid-in capital
(b) the sum of all legal and statutory  reserves as well as the results  brought
forward  (c)  the  current  results  (d)  the  sum of all  equity  consolidation
differences  (e) the minority  interest (f) the sum of all  subordinated  funded
financial debt and which will become due after one
      year
(g)   less any acquisition goodwill and intangible assets
(h)   less any treasury stock

The net debts shall be the aggregate of:

(a)   the  sum  of  all  funded  financial  debt  (including  financial  leases,
      commercial paper, medium term notes, etc.)
(b)   the sum of all subordinated funded financial debt which will become due 
within one year
(c) the sum of all  guarantees  issued to secure debts of third parties (d) less
any cash balance freely held with credit institutions.

This appendix is an integral part of the Credit  Facility  Agreement dated as of
12th May, 1997.