December 8, 1995

Nimbus CD International, Inc.
Nimbus Manufacturing Inc.
CD Manufacturing (UK) Limited
Nimbus Manufacturing (UK) Limited
P.O. Box 7427
Charlottesville, Virginia  22906

      Re:  Amended and Restated Credit Agreement dated as
           of October 30, 1995

Ladies and Gentlemen:

      Reference is made to that certain  Amended and Restated  Credit  Agreement
(the  "Credit  Agreement")  dated as of October 30, 1995 by and among  Nimbus CD
International,  Inc.,  Nimbus  Manufacturing  Inc.,  Nimbus  Manufacturing  (UK)
Limited,  the Lenders  listed therein as lenders and The Chase  Manhattan  Bank,
N.A., as agent.  Capitalized terms used herein without definition shall have the
meanings assigned those terms in the Credit Agreement.

      Each  of  the  undersigned   parties  to  the  Credit   Agreement   hereby
acknowledges and agrees as follows:

      1.  Subsection  1.1 of the Credit  Agreement is hereby amended by deleting
each of the  defined  terms  "Adjusted  Domestic  Sterling  Rate" and  "Domestic
Sterling Rate Loans"  therefrom (but not the definitions of such terms contained
therein)  and   substituting   the  terms  "Adjusted   Eurosterling   Rate"  and
"Eurosterling Rate Loans", respectively, therefor and all references to Adjusted
Domestic Sterling Rate and Domestic Sterling Rate Loans in the Credit Agreement,
the other Loan Documents and related documents  delivered in connection with the
Credit Agreement shall refer to Adjusted Eurosterling Rate and Eurosterling Rate
Loans, respectively;

      2. The third paragraph of subsection  2.1A(iii) of the Credit Agreement is
hereby amended by deleting the following contained therein in its entirety:

      "no later than 12:00  Noon (New York  time) at least one  Business  Day in
      advance of the proposed  Funding  Date, a notice (which shall be deemed to
      be a Notice of  Borrowing  given by  Company)  requesting  Lenders to make
      Revolving Loans that are Base Rate Loans, in the case of U.S. Borrower, or
      Revolving Loans that are Domestic Sterling Rate Loans, in the case of U.K.
      Borrower"

and substituting the following therefor:

      "a notice  (which  shall be deemed  to be a Notice of  Borrowing  given by
      Company)  requesting  Lenders to make Revolving  Loans no later than 12:00
      Noon (New York time) or 12:00 Noon (London time),  as applicable,  (i) for
      Base Rate Loans, in the case of U.S.  Borrower,  at least one Business Day
      in advance of the proposed  Funding  Date, or (ii) for  Eurosterling  Rate
      Loans,  in the case of U.K.  Borrower,  at least  three  Business  Days in
      advance of the proposed Funding Date";

      3. The fourth paragraph of subsection 2.1A(iii) of the Credit Agreement is
hereby  amended by deleting the phrase  "[u]pon one  Business  Day's notice from
Swing Line Lender" contained therein in its entirety and substituting the phrase
"[u]pon (i) one Business  Day's  notice from Swing Line  Lender,  in the case of
Base Rate Loans, or (ii) three Business Day's notice from Swing Line Lender,  in
the case of Eurosterling Rate Loans" therefor;

      4. The first  paragraph  of  subsection  2.1B of the Credit  Agreement  is
hereby  amended by  deleting  the phrase  "(i) for Base Rate Loans and  Sterling
Loans,  at least one Business Day in advance of the proposed  Funding Date,  and
(ii) for Eurodollar  Rate Loans,  at least three Business Days in advance of the
proposed  Funding Date" contained  therein in its entirety and  substituting the
phrase "(i) for Base Rate  Loans,  at least one  Business  Day in advance of the
proposed Funding Date, and (ii) for  Eurosterling  Rate Loans or Eurodollar Rate
Loans,  at least three  Business  Days in advance of the proposed  Funding Date"
therefor;

      5.   Clause (a) of subsection 2.4B(iii) of the Credit Agreement is
hereby amended by deleting the phrase "in excess of such amount" contained
therein in its entirety;

      6.   Clause (b) of subsection 3.2(i) of the Credit Agreement is hereby
amended by deleting the reference to "1/2 of 1%" contained therein and
substituting "1.75%" therefor;

      7.   The terms of paragraphs one through six above shall be deemed to be
effective as of the Closing Date; and

      8. Schedule 2.1 to the Credit  Agreement is hereby  amended by deleting it
in its entirety and substituting in place thereof a new Schedule 2.1 in the form
of Annex A to this letter  agreement and the terms of this  paragraph 8 shall be
effective as of the date of effectiveness of those certain Assignment Agreements
entered into by the Lenders.

      This letter agreement may be executed in any number of counterparts and by
the different  parties  hereto in separate  counterparts,  each of which when so
executed and delivered  shall be deemed to be an original for all purposes;  but
all such counterparts together shall constitute but one and the same instrument.

                         THE CHASE MANHATTAN BANK, N.A.,
                            individually and as Agent

                          (L.S.) Mark McGoldrick, Vice President

                          BANK OF SCOTLAND
                          By:

                          MIDLAND BANK PLC
                          By:

                          NATIONSBANK, N.A.
                          By:

ACKNOWLEDGED AND AGREED:

NIMBUS CD INTERNATIONAL, INC.,
as Parent and Guarantor

NIMBUS MANUFACTURING INC.,
as U.S. Borrower

(L.S.) L. Steven Minkel
Executive Vice President

NIMBUS MANUFACTURING (UK) LIMITED,
as U.K. Borrower

(L.S.) L. Steven Minkel
Director


<PAGE>
                            Annex A
                         SCHEDULE 2.1
           LENDERS' COMMITMENTS AND PRO RATA SHARES
<TABLE>
<S>                        <C>              <C>            <C>    
                            Term Loan        Revolving      Pro Rata
         Lenders            Commitment         Loan           Share
                                             Commitment

The Chase Manhattan Bank,  $6,666,667.00    $6,666,667.00   26.666668%
N.A.

NationsBank, N.A.          $6,666,666.50    $6,666,666.50   26.666666%

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>