SECOND AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

      THIS  SECOND  AMENDMENT  TO AMENDED AND  RESTATED  CREDIT  AGREEMENT  (the
"Second  Amendment")  dated as of  November  14,  1996,  is to that  Amended and
Restated Credit  Agreement dated as of October 30, 1995 as amended by that First
Amendment to Amended and Restated Credit  Agreement dated as of December 8, 1995
(as amended and modified hereby and as further amended and modified from time to
time hereafter,  the "Credit  Agreement";  terms used but not otherwise  defined
herein shall have the meanings assigned in the Credit  Agreement),  by and among
NIMBUS CD INTERNATIONAL,  INC., as Parent and Guarantor (the "Company"),  NIMBUS
MANUFACTURING INC., as U.S. Borrower, NIMBUS MANUFACTURING (UK) LIMITED, as U.K.
Borrower  (together  with  Nimbus  Manufacturing  Inc.,  each a  "Borrower"  and
collectively, the "Borrowers"), the Lenders listed on the signature pages hereto
and NATIONSBANK,  N.A. (the "Agent"),  as successor agent to The Chase Manhattan
Bank, N.A. (the "Replaced Agent").

                               W I T N E S S E T H

      WHEREAS,  the Lenders have, pursuant to the terms of the Credit Agreement,
made available to the Borrowers a $50,000,000 credit facility;

      WHEREAS, the Agent individually in its capacity as a Lender has assumed
the Commitments of the Replaced Agent in their entirety;

      WHEREAS,  concurrently with the effectiveness of this Amendment, The Chase
Manhattan  Bank shall resign as Agent  pursuant to Section  9.5(A) of the Credit
Agreement  and shall resign as Swing Line Lender  pursuant to Section  9.5(B) of
the Credit Agreement and be replaced in each capacity by NationsBank, N.A.;

      WHEREAS, the Company,  the Borrowers,  the Lenders and the Agent desire to
amend the Credit  Agreement to provide for certain  modifications to reflect the
assignment of the role of agent from the Replaced Agent to the Agent; and

      WHEREAS, the Lenders have agreed to the requested changes on the terms
and conditions hereinafter set forth;

      NOW,  THEREFORE,  IN  CONSIDERATION  of the  premises  and other  good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

      A.    The Credit Agreement is amended in the following respects:

            1. In connection  with the  assignment of the role of agent from the
      Replaced  Agent to the Agent,  all  references in the Credit  Agreement to
      "The Chase  Manhattan  Bank,  N.A." shall be replaced  with  "NationsBank,
      N.A." and all references to "Chase" shall be replaced with "NationsBank".

            2. All  references to the terms  "Overdraft",  "Overdraft  Account",
      "Overdraft Amount" and "Overdraft  Commitment" in the Credit Agreement are
      hereby deleted in their entirety, and in connection therewith, there shall
      be no overdraft facility available to the U.K. Borrower under the terms of
      the Credit Agreement.

            3.    The definition of "Adjusted Eurodollar Rate" in Section 1.1
      is amended and modified to read as follows:

                  "Adjusted  Eurodollar Rate" means, for the Interest Period for
            each  Eurodollar  Rate Loan  comprising  part of the same  borrowing
            (including  conversions,  extensions  and  renewals),  a  per  annum
            interest rate determined pursuant to the following formula:

                  Adjusted Eurodollar Rate = Interbank Offered Rate/
      1 - Eurodollar Reserve Percentage

            4.    The definition of "Agent's Funding and Payment Office" in
      Section 1.1 is amended and modified to read as follows:

                  "Agent's Funding and Payment Office" means the office of Agent
            located   at   Independence   Center,   101  North   Tryon   Street,
            NC1-001-15-04, Charlotte, North Carolina 28255, for the attention of
            Agency Services (or, if NationsBank  shall no longer be Agent,  such
            offices of the successor  Agent as specified by such successor Agent
            in a written notice to the Loan Parties and Lenders).

            5.    The definition of "Eurodollar Reserve Percentage" is added
      to Section 1.1 to read as follows:

                  "Eurodollar  Reserve  Percentage"  means  for  any  day,  that
            percentage  (expressed as a decimal) which is in effect from time to
            time under  Regulation  D of the Board of  Governors  of the Federal
            Reserve System (or any successor), as such regulation may be amended
            from  time to  time  or any  successor  regulation,  as the  maximum
            reserve  requirement  (including,  without  limitation,  any  basic,
            supplemental,  emergency,  special, or marginal reserves) applicable
            with respect to Eurocurrency  liabilities as that term is defined in
            Regulation  D (or against any other  category  of  liabilities  that
            includes  deposits  by  reference  to  which  the  interest  rate of
            Eurodollar  Rate Loans is  determined),  whether or not a Lender has
            any Eurocurrency  liabilities subject to such reserve requirement at
            that  time.  Eurodollar  Rate  Loans  shall be deemed to  constitute
            Eurocurrency  liabilities  and as such  shall be deemed  subject  to
            reserve  requirements  without  benefits of credits  for  proration,
            exceptions  or offsets that may be available  from time to time to a
            Lender. The Adjusted Eurodollar Rate shall be adjusted automatically
            on and as of the  effective  date of any  change  in the  Eurodollar
            Reserve Percentage.

            6.    The definition of "Interbank Offered Rate" is added to
      Section 1.1 to read as follows:

                  "Interbank  Offered Rate" means,  for the Interest  Period for
            each  Eurodollar  Rate Loan  comprising  part of the same  borrowing
            (including  conversions,  extensions  and  renewals),  a  per  annum
            interest rate (rounded upwards,  if necessary,  to the nearest whole
            multiple of 1/100 of 1%) equal to the rate of interest determined by
            the Agent on the basis of the offered  rates for deposits in dollars
            for a period of time  corresponding  to such  Interest  Period  (and
            commencing on the first day of such Interest  Period),  which appear
            on the Reuters  Screen LIBO Page as of 11:00 A.M.  (London time) two
            (2)  Business  Days  before  the first day of such  Interest  Period
            (provided  that if at least  two such  offered  rates  appear on the
            Reuters  Screen  LIBO Page,  the rate in  respect  of such  Interest
            Period will be the arithmetic mean of such offered  rates).  As used
            herein,  "Reuters Screen LIBO Page" means the display  designated as
            page "LIBO" on the  Reuters  Monitor  Money  Rates  Service (or such
            other  page as may  replace  the LIBO page on that  service  for the
            purpose  of  displaying  London  interbank  offered  rates  of major
            banks).

            7.    The definition of "Interest Rate Determination Date" in
      Section 1.1 is amended and modified to read as follows:

                  "Interest  Rate  Determination  Date"  means,  each  date  for
            calculating   the   Adjusted   Eurodollar   Rate  or  the   Adjusted
            Eurosterling  Rate, for purposes of determining the interest rate in
            respect of an Interest Period.  The Interest Rate Determination Date
            (i) in respect of calculating the Adjusted  Eurodollar Rate shall be
            the  second  Business  Day  prior to the  first  day of the  related
            Interest  Period  and (ii) in respect of  calculating  the  Adjusted
            Eurosterling  Rate  shall be the  second  Business  Day prior to the
            related Interest Period.

            8. Section 2.4(E)(i) of the Credit Agreement entitled  "Fluctuations
      in Currency Exchange Rates" is amended and modified to read as follows:

                  (i)  Fluctuations  in  Currency  Exchange  Rates.  The  Dollar
            Equivalent of any Sterling  Loans shall be calculated on the Funding
            Date  for  such  Sterling  Loans  and/or  at the  beginning  of each
            subsequent  Interest  Period and such  calculation  shall  remain in
            effect for purposes of this  Agreement  until the next date on which
            an  event   described  in  the   foregoing   clause   occurs  and  a
            recalculation is made.

            9.    Section 7.4(vi) of the Credit Agreement is amended and
      modified to read as follows:

                  (vi) Company and its Subsidiaries may become and remain liable
            with  respect to other  Contingent  Obligations;  provided  that the
            maximum aggregate liability, contingent or otherwise, of Company and
            its Subsidiaries in respect of all such Contingent Obligations shall
            at no time exceed (a)  $2,000,000  during such time as  NationsBank,
            N.A. shall provide a standby letter of credit in support of the U.K.
            Borrower's overdraft facility and (b) $500,000 at all other times.

            10.  Schedule 2.1 to the Credit  Agreement is hereby  deleted in its
      entirety and replaced with Annex A attached hereto.

      B.    The Loan Parties hereby represent and warrant that:

            1.  Any and all  representations  and  warranties  made by the  Loan
      Parties  and  contained  in the Credit  Agreement  (other than those which
      expressly  relate to a prior  period) are true and correct in all material
      respects as of the date of this Second Amendment; and

            2. No Default or Event of Default currently exists and is continuing
      under the Credit Agreement as of the date of this Second Amendment.

      C.    The effectiveness of this Second Amendment is conditioned upon
receipt by the Agent of the following:

            1.    Copies of this Second Amendment executed by the Loan
      Parties and the Lenders; and

            2.    Copies of the resolutions of the Loan Parties approving the
      terms and authorizing execution and delivery of this Second Amendment.

      D.  The  Loan  Parties  will  execute  such  additional  documents  as are
reasonably  requested by the Agent to reflect the terms and  conditions  of this
Second Amendment.

      E. Each of the Loan Parties, as applicable,  affirm the liens and security
interests  created  and  granted  in the  Credit  Agreement  and the other  Loan
Documents  and agree that this  Second  Amendment  shall in no manner  adversely
affect or impair such liens and security interests.

      F.  The  Company  acknowledges  and  consents  to  all of  the  terms  and
conditions of this Second  Amendment and agrees that this Second  Amendment does
not operate to reduce or discharge  the Company's  obligations  under the Credit
Agreement or the other Loan Documents.  The Company acknowledges and agrees that
the Company has no claims,  counterclaims,  offsets,  credits or defenses to the
Loan Documents and the performance of the Company's obligations thereunder or if
the Company has any such claims, counterclaims,  offsets, credits or defenses to
the Loan Documents or any transaction  related to the Loan  Documents,  the same
are hereby waived,  relinquished  and released in  consideration of the Lenders'
execution and delivery of this Second Amendment.

      G.    Except as modified hereby, all of the terms and provisions of the
Credit Agreement (and Exhibits) remain in full force and effect.

      H. The Loan  Parties  jointly and  severally  agree to pay all  reasonable
costs and expenses in connection with the preparation, execution and delivery of
this Second  Amendment,  including  without  limitation the reasonable  fees and
expenses of the Agent's legal counsel.

      I. This Second  Amendment  may be executed in any number of  counterparts,
each of which when so executed and delivered  shall be deemed an original and it
shall not be necessary  in making  proof of this Second  Amendment to produce or
account for more than one such counterpart.

      J. This Second  Amendment  and the Credit  Agreement,  as amended  hereby,
shall be  deemed to be  contracts  made  under,  and for all  purposes  shall be
construed in accordance with the laws of the State of New York.
<PAGE>

      IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this  Second  Amendment  to Amended and  Restated  Credit  Agreement  to be duly
executed under seal and delivered as of the date and year first above written.


COMPANY:                      NIMBUS CD INTERNATIONAL, INC.,
                              as Parent and Guarantor

                              By___________________________________
                              Name_________________________________
                              Title__________________________________


U.S. BORROWER                 NIMBUS MANUFACTURING INC.

                              By___________________________________
                              Name_________________________________
                              Title__________________________________


U.K. BORROWER                 NIMBUS MANUFACTURING (UK) LIMITED

                              By___________________________________
                              Name_________________________________
                              Title__________________________________


BANKS                   NATIONSBANK, N.A., individually in its capacity
                              as a Lender and in its capacity as Agent

                              By___________________________________
                              Name_________________________________
                              Title__________________________________

                                BANK OF SCOTLAND

                              By___________________________________
                              Name_________________________________
                              Title__________________________________

                                MIDLAND BANK, PLC

                              By___________________________________
                              Name_________________________________
                              Title__________________________________

<PAGE>
                                     Annex A

                                  SCHEDULE 2.1

                   LENDERS' COMMITMENTS AND PRO RATA SHARES
<TABLE>
<S>                    <C>                <C>                   <C> 

                         Term Loan        Revolving Loan         Pro Rata
      Lenders            Commitment         Commitment             Share

NationsBank, N.A.      $13,333,333.50     $13,333,333.50        53.333334%

Midland Bank PLC        $6,666,666.50      $6,666,666.50        26.666666%

Bank of Scotland        $5,000,000.00      $5,000,000.00               20%

TOTAL:                 $25,000,000.00     $25,000,000.00              100%

</TABLE>