SIXTH AMENDMENT TO
                    AMENDED AND RESTATED CREDIT AGREEMENT

      THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT  AGREEMENT (the "Sixth
Amendment")  dated as of November  17,  1997,  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 further  amended by that  Second  Amendment  to Amended and  Restated  Credit
Agreement  dated as of  November  14,  1996,  as  further  amended by that Third
Amendment  to Amended and  Restated  Credit  Agreement  dated as of November 21,
1996, as further amended by that Fourth Amendment to Amended and Restated Credit
Agreement  dated as of  December  30,  1996,  as  further  amended by that Fifth
Amendment to Amended and Restated Credit Agreement dated as of February 5, 1997,
and 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,  NIMBUS  MANUFACTURING
INC., as U.S. Borrower, NIMBUS MANUFACTURING (UK) LIMITED, as U.K. Borrower, the
Lenders party thereto and NATIONSBANK, N.A., as Agent (the "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 Borrowers wish to amend the Credit Agreement to modify
certain provisions contained therein;

      WHEREAS,  the Requisite Lenders have agreed to the requested  amendment 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 respect:

            1. The definition of "Agent's Funding and Payment Office" in Section
      1.1 of the Credit  Agreement  is hereby  amended  and  modified to read as
      follows:

                  "Agent's  Funding  and Payment  Office"  means (i) at any time
            when there is more than one Lender providing Loans to the Borrowers,
            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)
            or (ii) at any time when there is only one Lender providing Loans to
            the Borrowers, (A) with regard to Dollar Loans, the office of Agent,
            located  at 300 East Main  Street,  VA2-965-03-03,  Charlottesville,
            Virginia 22902 and (B) with regard to Sterling Loans,  the office of
            the Agent  located at 35 New Broad  Street,  New Broad Street House,
            London, England EC2-M1NH.

            2. The  definition  of  "Business  Day" in Section 1.1 of the Credit
      Agreement is hereby amended and modified to read as follows:

                  "Business  Day"  means  (i) for  all  purposes  other  than as
            covered by clause (ii) below, any day excluding Saturday, Sunday and
            any day which is a legal  holiday under the laws of the State of New
            York  or  the  State  of  Virginia  or is a  day  on  which  banking
            institutions located in such state are authorized or required by law
            or other governmental  action to close, and (ii) with respect to all
            notices,   determinations,   fundings,  issuances  and  payments  in
            connection with the Adjusted  Eurodollar Rate, the Adjusted Domestic
            Sterling Rate, the Floating Eurodollar Rate, the Sterling Base Rate,
            any Loans made with reference to such rates or any Revolving  Credit
            Guarantees,  any day that is a Business Day  described in clause (i)
            above and that is also (a) a day for trading by and between banks in
            Dollar  or  Sterling,  as the case may be,  deposits  in the  London
            interbank  market and (b) a day on which  banking  institutions  are
            open for business in London.

            3. The definition of "Consolidated  Capital Expenditures" in Section
      1.1 of the Credit  Agreement  is hereby  amended  and  modified to read as
      follows:

                  "Consolidated Capital Expenditures" means, for any period, the
            sum of (i) the aggregate of all  expenditures  (whether paid in cash
            or other  consideration or accrued as a liability and including that
            portion of Capital Leases which is  capitalized on the  consolidated
            balance  sheet of Company and its  Subsidiaries)  by Company and its
            Subsidiaries  during that period then in conformity with GAAP, which
            are included in  "purchases  of  property,  plant or  equipment"  or
            comparable  items  reflected in the  consolidated  statement of cash
            flows of Company  and its  Subsidiaries  plus (ii) to the extent not
            covered  by clause  (i) of this  definition,  the  aggregate  of all
            expenditures by Company and its  Subsidiaries  during that period to
            acquire (by purchase or otherwise)  the business,  property  (except
            inventory in the ordinary course of business) or fixed assets of any
            Person,  or stock or other  evidence of beneficial  ownership of any
            Person that, as a result of the  acquisition  of such stock or other
            evidence, becomes a Subsidiary of Company;  provided,  however, that
            Investments   with  respect  to  share  capital   contributions   to
            EuroNimbus S.A.  permitted pursuant to Section 7.3 shall be included
            in the determination of Consolidated Capital Expenditures hereunder.

            4. The definition of "Floating  Eurodollar Rate" is added in Section
      1.1 of the Credit Agreement to read as follows:

                  "Floating  Eurodollar  Rate"  means,  for any day,  the  "Wall
            Street  Journal LIBOR Rate." The Wall Street Journal LIBOR Rate is a
            daily  fluctuating  rate of interest  equal to the one month  London
            Interbank  Offered Rate as published in the "Money Rates" section of
            the Wall Street Journal for the immediately  preceding  Business Day
            as adjusted  from time to time in Agent's sole  discretion  for then
            applicable reserve requirements,  deposit insurance assessment rates
            and other regulatory costs. Interest will accrue on any non-Business
            Day at the rate in effect on the immediately preceding Business Day.

            5. The  definition of "Floating  Eurodollar  Rate Loans" is added to
      Section 1.1 of the Credit Agreement to read as follows:

                  "Floating  Eurodollar  Rate  Loans"  means  Loans made to U.S.
            Borrower  bearing  interest at rates  determined by reference to the
            Floating Eurodollar Rate.

            6. The  definition of "Interest  Payment Date" in Section 1.1 of the
      Credit Agreement is amended and modified to read as follows:

                  "Interest  Payment  Date"  means (i) with  respect to any Base
            Rate Loan,  each March 31, June 30,  September 30 and December 31 of
            each year,  commencing  on December 31,  1995,  (ii) with respect to
            Eurodollar Rate Loans or Domestic  Sterling Rate Loans, the last day
            of each Interest  Period  applicable to such Loan;  provided that in
            the case of each  Interest  Period  of  longer  than  three  months,
            "Interest  Payment  Date" shall also  include the date that is three
            months after the commencement of such interest Period and (iii) with
            respect to  Floating  Eurodollar  Rate  Loans,  the last day of each
            calendar month.

            7. The  definition  of  "Subsidiary"  in  Section  1.1 of the Credit
      Agreement is amended and modified to read as follows:

                  "Subsidiary"   means,   with   respect  to  any  Person,   any
            corporation,   partnership,  association,  joint  venture  or  other
            business  entity of which more than 50% of the total voting power of
            shares of stock or other ownership interest entitled (without regard
            to the occurrence of any contingency) to vote in the election of the
            Person or Persons (whether  directors,  managers,  trustees or other
            Persons  performing similar functions) having the power to direct or
            cause the direction of the management and policies thereof is at the
            time owned or controlled,  directly or indirectly, by that Person or
            one  or  more  of  the  other  Subsidiaries  of  that  Person  or  a
            combination thereof;  provided,  however,  that for purposes hereof,
            EuroNimbus S.A. shall not be deemed to be a Subsidiary of Company or
            any of its Subsidiaries.

            8. The definition of "Adjusted  Domestic  Sterling Rate" is added to
      Section 1.1 of the Credit Agreement to read as follows:

                  "Adjusted Domestic Sterling Rate" means, for any Interest Rate
            Determination Date, the rate at which Sterling  denominated deposits
            in an amount comparable to the amount of the relevant Loan and for a
            period  equal to the  relevant  Interest  Period is  offered  to the
            Lender in the London interbank market at or about 11:00 a.m. (London
            time) on the  Interest  Rate  Determination  Date,  adjusted for the
            following formula:

                               AB+C(B-D)+E(B-F)
                                  100-(A+E)
      Where:

            A           = The percentage of Agent's eligible liabilities for the
                        time  being  required  to be  held on an  interest  free
                        deposit with the Bank of England (or other  governmental
                        authorities  or  agencies) in  accordance  with its cash
                        ratio requirements.

            B           = The  percentage  rate per annum at which  three  month
                        Sterling  fixed  deposits  are  offered  to Agent in the
                        London interbank market at 11:00 A.M. (London time)

            C           = The average  percentage of eligible  liabilities which
                        (as a result of the requirements of the Bank of England)
                        Agent is required to maintain as secured  deposits  with
                        members  of  the  London  Discount  Market   Association
                        ("LDMA")   and/or   with  money   brokers   and/or  with
                        gilt-edged market makers.

            D           = the rate at which the members of LDMA bid for deposits
                        with  maturities  comparable  to the  relevant  Interest
                        Period or of three months, whichever is shorter.

            E           = The percentage of eligible  liabilities required to be
                        placed on special deposit with the Bank of England.

            F           = The percentage  rate of interest per annum  obtainable
                        by Agent on the deposits referred to in "E" above.


            9. The  definition  of  "Domestic  Sterling  Rate Loans" is added to
      Section 1.1 of the Credit Agreement to read as follows:

                  "Domestic  Sterling  Rate  Loans"  means  Loans  made  to U.K.
            Borrower  bearing  interest at rates  determined by reference to the
            Adjusted Domestic Sterling Rate.

            10. Section 1 of the letter  amendment to the Credit Agreement dated
      as of December  8, 1995 is hereby  deleted  such that the terms  "Adjusted
      Eurosterling  Rate" and  "Eurosterling  Rate Loans" no longer  replace the
      terms  "Adjusted  Domestic  Sterling  Rate" and  "Domestic  Sterling  Rate
      Loans," respectively, and all references to the Adjusted Eurosterling Rate
      and  Eurosterling  Rate  Loans in the  Credit  Agreement,  the other  Loan
      Documents and related  documents  delivered in connection  with the Credit
      Agreement shall be deemed to refer to Adjusted  Domestic Sterling Rate and
      Domestic Sterling Rate Loans, respectively.

            11. The first  paragraph of Section 2.1B of the Credit  Agreement is
      hereby amended and modified to read as follows:

                  B.  Borrowing   Mechanics.   Term  Loans  or  Revolving  Loans
            (including any such Loans made as Eurodollar Rate Loans, or Domestic
            Sterling Rate Loans with a particular  Interest  Period) made on any
            Funding Date (other than Revolving  Loans made pursuant to a request
            by Swing  Line  Lender  pursuant  to  subsection  2.1A(iii)  for the
            purpose of repaying any Refunded Swing Line Loans or Revolving Loans
            made pursuant to subsection  3.3B for the purpose of reimbursing any
            Issuing Lender for the amount of a drawing or payment under a Letter
            of Credit or a Revolving  Credit Guarantee issued by it) shall be in
            an aggregate minimum amount of $1,000,000 and integral  multiples of
            $250,000  in excess of that  amount in the case of Dollar  Loans and
            shall be in an aggregate minimum amount of Pounds Sterling 500,000
            and integral multiples of Pounds Sterling 100,000 in excess of that
            amount in the case of Sterling Loans; provided,  however, that 
            Floating Eurodollar Rate Loans,  when  available,  may be made in a
            minimum amount of $1 and in integral multiples thereof.  Swing  Line
            Loans made on any Funding Date shall be in an aggregate minimum 
            amount of $250,000 and integral  multiples  of $50,000 in excess of
            that amount.  Whenever Company  desires that Lenders make Term Loans
            or Revolving  Loans it shall deliver to Agent on behalf of the 
            applicable Borrower a Notice of  Borrowing no later than 12:00 Noon
            (New York time) or 10:00 a.m.(London time), as applicable,  (i) for
            Base Rate Loans, at least one Business  Day in  advance of the  
            proposed  Funding  Date,  (ii) for Eurodollar  Rate Loans,  at least
            three  Business Days in advance of the proposed Funding Date, (iii)
            for Domestic Sterling Rate Loans on the day of the proposed 
            borrowing or (iv) if at any time there shall be only one Lender
            making Loans to the Borrowers hereunder, then the Company may 
            request  Floating  Eurodollar Rate Loans (i) by delivery of a Notice
            of Borrowing no later than 12:00 Noon (New York time) on the day of
            the proposed  borrowing or (ii) as otherwise agreed to by the 
            Company and the Agent.  Whenever Company desires that Swing Line
            Lender make a Swing Line Loan,  it shall  deliver to Agent on behalf
            of U.S. Borrower a Notice of Borrowing no later than 12:00 Noon (New
            York time) on the  proposed  Funding  Date.  The Notice of Borrowing
            shall  specify  (i) the  proposed  Funding  Date  (which  shall be a
            Business Day),  (ii) the amount and type of Loans  requested,  (iii)
            the Borrower to incur such Loans,  (iv) whether such Loans are to be
            Dollar Loans or Sterling Loans,  (v) in the case of Swing Line Loans
            that such Loans  shall be Base Rate  Loans,  and (vi) in the case of
            any Loans requested to be made as Eurodollar Rate Loans, or Domestic
            Sterling Rate Loans, the initial Interest Period requested therefor.
            Term Loans or Revolving  Loans may be continued as or converted into
            Base Rate Loans, Eurodollar Rate Loans, Domestic Sterling Rate Loans
            or, if  applicable,  Floating  Eurodollar  Rate  Loans in the manner
            provided   in   subsection   2.2D.   In  lieu  of   delivering   the
            above-described   Notice  of  Borrowing,   Company  may  give  Agent
            telephonic  notice by the required  time or any  proposed  borrowing
            under this  subsection  2.1B;  provided  that such  notice  shall be
            promptly  confirmed  in writing by delivery of a Notice of Borrowing
            to Agent on or before the applicable Funding Date.

            12.  Section  2.2A of the Credit  Agreement  is hereby  amended  and
      modified to read as follows:

                  A. Rate of Interest.  Subject to the provisions of subsections
            2.6 and 2.7,  each  Term Loan and each  Revolving  Loan  shall  bear
            interest on the unpaid  principal  amount thereof from the date made
            through  maturity  (whether by  acceleration or otherwise) at a rate
            determined  by  reference  to (i) in the case of Dollar  Loans,  the
            Dollar Base Rate,  the Adjusted  Eurodollar  Rate, or if applicable,
            the Floating  Eurodollar  Rate,  as the case may be, and (ii) in the
            case of Sterling Loans, the Adjusted Domestic Sterling Rate. Subject
            to the provisions of subsection 2.7, each Swing Line Loan shall bear
            interest on the unpaid  principal  amount thereof from the date made
            through  maturity  (whether by  acceleration or otherwise) at a rate
            determined  by  reference  to the Dollar Base Rate.  The  applicable
            basis for  determining the rate of interest with respect to any Loan
            shall be  selected by Company on behalf of the  applicable  Borrower
            initially at the time a Notice of Borrowing is given with respect to
            such Loan pursuant to subsection 2.1B. The basis for determining the
            interest  rate with respect to any Term Loan or any  Revolving  Loan
            may be changed from time to time pursuant to subsection  2.2D. If on
            any day any Term Loan or any Revolving  Loan  denominated in Dollars
            is  outstanding  with respect to which notice has not been delivered
            to Agent in accordance  with the terms of this Agreement  specifying
            the applicable basis for determining the rate of interest,  then for
            that day that Loan shall bear  interest  determined  by reference to
            the Dollar  Base Rate or, if  applicable,  the  Floating  Eurodollar
            Rate.

                        1.  Term  Loans  and  Revolving  Loans.  Subject  to the
                  provisions of subsections 2.2E and 2.7, the Term Loans and the
                  Revolving  Loans  shall  bear  interest  through  maturity  as
                  follows:

                              (i)   if a Base Rate Loan made to U.S.
                        Borrower, then at the Dollar Base Rate plus .50% per
                        annum; or

                              (ii) if a Eurodollar Rate Loan, then at the sum of
                        the Adjusted Eurodollar Rate, plus 1.50% per annum; or

                              (iii) if a Floating  Eurodollar Rate Loan, then at
                        the sum of the Floating  Eurodollar Rate, plus 1.50% per
                        annum; or

                              (iv) if a Domestic Sterling Rate Loan, then at the
                        sum of the Adjusted  Domestic  Sterling Rate, plus 1.50%
                        per annum.

                        2.  Swing  Line  Loans.  Subject  to the  provisions  of
                  subsections  2.2E and 2.7,  the Swing  Line  Loans  shall bear
                  interest  through  maturity at the Dollar Base Rate, plus .50%
                  per annum.

            13.  Section  2.2C of the Credit  Agreement  is hereby  amended  and
      modified to read as follows:

                  C. Interest Payments.  Subject to the provisions of subsection
            2.2E,  interest  on each Loan  shall be payable in arrears on and to
            each  Interest  Payment  Date  applicable  to that  Loan,  upon  any
            prepayment  of that Loan (to the extent  accrued on the amount being
            prepaid) and at maturity (including final maturity);  provided that,
            in the event that any Swing Line Loans or any  Revolving  Loans that
            are Base Rate Loans,  or if  applicable,  Floating  Eurodollar  Rate
            Loans are prepaid pursuant to subsection  2.4B(i),  interest accrued
            on such Swing Line Loans or Revolving Loans through the date of such
            prepayment shall be payable on the next succeeding  Interest Payment
            Date  applicable  to Base Rate  Loans,  or if  applicable,  Floating
            Eurodollar Rate Loans (or, if earlier, at final maturity).

            14. The first two paragraphs of Section 2.2D of the Credit Agreement
      are hereby amended and modified to read as follows:

                  D.  Conversion or  Continuation.  Subject to the provisions of
            subsection 2.6,  Company shall have the option (i) to convert at any
            time  all or any part of its  outstanding  Term  Loans or  Revolving
            Loans made to U.S.  Borrower  in  amounts  equal to  $1,000,000  and
            integral  multiples  of $250,000 in excess of that amount from Loans
            bearing  interest at a rate  determined by reference to one basis to
            Loans  bearing  interest at a rate  determined  by  reference  to an
            alternative basis or (ii) upon the expiration of any Interest Period
            applicable to a Eurodollar Rate Loan or Domestic Sterling Rate Loan,
            to continue all or any portion of such Loan equal to $1,000,000  and
            integral multiples of $250,000 in excess of that amount (in the case
            of Dollar  Loans) or ^500,000 and integral  multiples of ^100,000 in
            excess  of  that  amount  (in  the  case  of  Sterling  Loans)  as a
            Eurodollar  Rate Loan or  Domestic  Sterling  Rate  Loan;  provided,
            however,  that a Eurodollar Rate Loan or Domestic Sterling Rate Loan
            may only be converted  into a Base Rate Loan,  or if  applicable,  a
            Floating  Eurodollar Rate Loan on the expiration date of an Interest
            Period  applicable  thereto.  Dollar Loans may not be converted into
            Sterling  Loans and Sterling  Loans may not be converted into Dollar
            Loans.

                  Company shall deliver a Notice of  Conversion/Continuation  to
            Agent on behalf of the applicable  Borrower no later than 12:00 Noon
            (New York time) at least one Business Day in advance of the proposed
            conversion date in the case of a conversion to a Base Rate Loan, and
            at  least   three   Business   Days  in  advance  of  the   proposed
            conversion/continuation  date in the case of a  conversion  to, or a
            continuation   of,   a   Eurodollar   Rate   Loan.   A   Notice   of
            Conversion/Continuation  with  respect to Floating  Eurodollar  Rate
            Loans,  if  applicable,  or  Domestic  Sterling  Rate  Loans  may be
            delivered on the same day of the proposed conversion so long as such
            notice is provided  prior to 12:00 Noon (New York time) with respect
            to  Floating  Eurodollar  Loans or 10:00  a.m.  (London  time)  with
            respect   to   Domestic   Sterling   Rate   Loans.   A   Notice   of
            Conversion/Continuation    shall    specify    (i)   the    proposed
            conversion/continuation  date (which shall be a Business Day),  (ii)
            the amount and type of the Loan to be converted/continued, (iii) the
            nature of the proposed conversion/continuation,  (iv) in the case of
            a conversion  to, or a  continuation  of, a Eurodollar  Rate Loan or
            Domestic Sterling Rate Loan, the requested  Interest Period, and (v)
            that no Potential  Event of Default or Event of Default has occurred
            and is continuing.  In lieu of delivering the above-described Notice
            of Conversion/Continuation,  Company may give Agent on behalf of the
            applicable  Borrower  telephonic  notice by the required time of any
            proposed   conversion/continuation   under  this  subsection   2.2D;
            provided that such notice shall be promptly  confirmed in writing by
            delivery  of a  Notice  of  Conversion/Continuation  to  Agent on or
            before the proposed conversion/continuation date.

            15.  Section  2.2F(i) of the Credit  Agreement is hereby amended and
      modified to read as follows:

                  F.    Computation of Interest.

                        (i)  Interest  on the Loans.  Interest  on Dollar  Loans
                  shall be computed  on the basis of a 360-day  year and for the
                  actual  number of days  elapsed in the period  during which it
                  accrues.  Interest on Sterling  Loans shall be computed on the
                  basis of a  365-day  year and for the  actual  number  of days
                  elapsed in the period  during  which it accrues.  In computing
                  interest  on any Loan,  the date of the making of such Loan or
                  the first day of an Interest  Period  applicable  to such Loan
                  or,  with  respect to a Base Rate Loan,  or if  applicable,  a
                  Floating   Eurodollar   Rate  Loan  being   converted  from  a
                  Eurodollar Rate Loan or Domestic  Sterling Rate Loan, the date
                  of  conversion  of  such  Eurodollar  Rate  Loan  or  Domestic
                  Sterling  Rate  Loan  to  such  Base  Rate  Loan  or  Floating
                  Eurodollar  Rate Loan as the case may be,  shall be  included,
                  and the date of payment of such Loan or the expiration date of
                  an Interest Period applicable to such Loan or, with respect to
                  a Base Rate Loan, or if applicable, a Floating Eurodollar Rate
                  Loan,  being  converted to a Eurodollar  Rate Loan or Domestic
                  Sterling  Rate Loan,  the date of conversion of such Base Rate
                  Loan, or if applicable,  such Floating Eurodollar Rate Loan to
                  such  Eurodollar  Rate Loan or  Domestic  Sterling  Rate Loan,
                  shall be  excluded;  provided  that if a Loan is repaid on the
                  same day on which it is made, one day's interest shall be paid
                  on that Loan.

            16.  Section  2.4B(i) of the Credit  Agreement is hereby amended and
      modified to read as follows:

                        (i)  Voluntary  Prepayments.  U.S.  Borrower  may,  upon
                  written  or  telephonic  notice  to Agent on or prior to 12:00
                  Noon (New York time) on the date of prepayment,  which notice,
                  if telephonic,  shall be promptly confirmed in writing, at any
                  time and from time to time prepay, without premium or penalty,
                  any Swing Line Loan on any Business Day in whole or in part in
                  an aggregate minimum amount of $250,000 and integral multiples
                  of $50,000 in excess of that amount.  So long as no Swing Line
                  Loans are then  outstanding,  any Borrower  may, upon not less
                  than one Business Day's prior written or telephonic notice, in
                  the case of Base Rate Loans, or if applicable, upon written or
                  telephonic  notice on the same  Business  Day with  respect to
                  Floating  Eurodollar  Rate  Loans or  Domestic  Sterling  Rate
                  Loans,  and three  Business  Days' prior written or telephonic
                  notice,  in the case of  Eurodollar  Rate Loans,  in each case
                  confirmed  in  writing  to  Agent  (which  notice  Agent  will
                  promptly  transmit  by  telefacsimile  or  telephone  to  each
                  Lender),  at any time and from  time to time  prepay,  without
                  premium or penalty,  the Term Loans or Revolving  Loans on any
                  Business  Day in  whole  or in  part in an  aggregate  minimum
                  amount of  $1,000,000  and  integral  multiples of $250,000 in
                  excess of that  amount (in the case of Dollar  Loans) or in an
                  aggregate minimum amount of ^500,000 and integral multiples of
                  ^100,000  in excess of that  amount  (in the case of  Sterling
                  Loans); provided, however, that Floating Eurodollar Rate Loans
                  may be  prepaid  in a minimum  amount of $1,  and in  integral
                  multiples thereof,  provided,  further,  that in the event any
                  Borrower  shall  prepay a  Eurodollar  Rate  Loan or  Domestic
                  Sterling  Rate  Loan  other  than  on  the  expiration  of the
                  Interest Period  applicable  thereto,  such Borrower shall, at
                  the time of such prepayment, also pay the amount payable under
                  Section 2.6D hereof. Notice of prepayment having been given as
                  aforesaid,  the Loans  shall  become  due and  payable  on the
                  prepayment  date specified in such notice and in the aggregate
                  principal amount specified therein. Any voluntary  prepayments
                  pursuant  to this  subsection  2.4B(i)  shall  be  applied  as
                  specified in subsection 2.4C.

            17.  Section  2.4C(v) of the Credit  Agreement is hereby amended and
      modified to read as follows:

                                    (v)  Application  of  Prepayments  of Dollar
                  Loans to Base Rate  Loans,  Floating  Eurodollar  Rate  Loans,
                  Domestic  Sterling Rate Loans and Eurodollar  Rate Loans.  Any
                  prepayment of Loans shall be applied first to Base Rate Loans,
                  or if applicable,  Floating Eurodollar Rate Loans, to the full
                  extent thereof before  application to Eurodollar Rate Loans or
                  Domestic  Sterling Rate Loans,  in each case in a manner which
                  minimizes  the amount of any  payments  required to be made by
                  the applicable Borrower pursuant to subsection 2.6D.

            18.  Section  3.2(i) of the Credit  Agreement is hereby  amended and
      modified to read as follows:

                        (i) with  respect to each Letter of Credit or  Revolving
                  Credit  Guarantee,  (a) a fronting  fee equal to 1/4 of 1% per
                  annum of the daily maximum amount  available to be drawn under
                  such Letter of Credit or Revolving  Credit Guarantee and (b) a
                  Letter of Credit/Revolving Credit Guarantee fee equal to 1.50%
                  per annum of the daily  maximum  amount  available to be drawn
                  under such Letter of Credit or Revolving Credit Guarantee,  in
                  each case payable in arrears on and to each March 31, June 30,
                  September  30 and  December  31 of each  year,  commencing  on
                  December 31, 1995, and computed on the basis of a 360-day year
                  for the actual number of days elapsed; and

            19. Sections 6.1(ii) and 6.1(iii) are hereby amended and modified to
      read as follows:

                        (ii) Quarterly  Financials:  as soon as available and in
                  any event within 45 days after the end of each fiscal  quarter
                  of each Fiscal Year, (a) the  consolidated  and  consolidating
                  balance  sheets of  Company  and its  Subsidiaries  (including
                  EuroNimbus  S.A.  for  purposes  hereof) as at the end of such
                  fiscal quarter and the related  consolidated and consolidating
                  statements of income,  stockholders'  equity and cash flows of
                  Company and its  Subsidiaries  (including  EuroNimbus S.A. for
                  purposes  hereof) for such  fiscal  quarter and for the period
                  from the beginning of the then current  Fiscal Year to the end
                  of  such  fiscal  quarter,  setting  forth  in  each  case  in
                  comparative   form   the   corresponding   figures   for   the
                  corresponding  periods  of the  previous  fiscal  year and the
                  corresponding figures from the consolidated plan and financial
                  forecast  for the current  Fiscal Year  delivered  pursuant to
                  subsection  6.1(xiii),  all in reasonable detail and certified
                  by the chief  financial  officer of Company  that they  fairly
                  present, in all material respects,  the financial condition of
                  Company and its  Subsidiaries  (including  EuroNimbus S.A. for
                  purposes  hereof) as at the dates indicated and the results of
                  their   operations  and  their  cash  flows  for  the  periods
                  indicated,  subject to changes resulting from audit and normal
                  year-end  adjustments,  (b) the consolidated balance sheets of
                  EuroNimbus  S.A.  and its  Subsidiaries  as of the end of such
                  fiscal  quarter and the  related  consolidated  statements  of
                  income, stockholders' equity and cash flows of EuroNimbus S.A.
                  and its  Subsidiaries  for  such  fiscal  quarter  and for the
                  period from the  beginning of the then current  Fiscal Year to
                  the end of such fiscal quarter  expressed in U.S.  Dollars and
                  formatted  according  to  GAAP  and  (c)  a  narrative  report
                  describing  the  operations  of Company  and its  Subsidiaries
                  (including   EuroNimbus   S.A.)  in  the  form   prepared  for
                  presentation to senior  management for such fiscal quarter and
                  for the period from the  beginning of the then current  Fiscal
                  Year to the end of such fiscal quarter;

                        (iii) Year-End  Financials:  as soon as available and in
                  any event  within 120 days after the end of each Fiscal  Year,
                  (a) the  consolidated  and  consolidating  balance  sheets  of
                  Company and its  Subsidiaries  (including  EuroNimbus S.A. for
                  purposes  hereof)  as at the end of such  Fiscal  Year and the
                  related  consolidated and consolidating  statements of income,
                  stockholders'  equity  and  cash  flows  of  Company  and  its
                  Subsidiaries (including EuroNimbus S.A.) for such Fiscal Year,
                  setting   forth  in  each   case  in   comparative   form  the
                  corresponding  figures  for the  previous  fiscal year and the
                  corresponding figures from the consolidated plan and financial
                  forecast  delivered  pursuant to subsection  6.1(xiii) for the
                  Fiscal  Year  covered  by such  financial  statements,  all in
                  reasonable detail and certified by the chief financial officer
                  of Company that they fairly present, in all material respects,
                  the  financial  condition  of  Company  and  its  Subsidiaries
                  (including  EuroNimbus S.A.) as at the dates indicated and the
                  results  of their  operations  and  their  cash  flows for the
                  periods  indicated,  (b) the  consolidated  balance  sheets of
                  EuroNimbus  S.A.  and its  Subsidiaries  as of the end of such
                  Fiscal Year and the related consolidated statements of income,
                  stockholders' equity and cash flows of EuroNimbus S.A. and its
                  Subsidiaries  for such Fiscal Year  expressed in U.S.  Dollars
                  and formatted in accordance with GAAP, (c) a narrative  report
                  describing the operations of Company and its  Subsidiaries  in
                  the form prepared for  presentation  to senior  management for
                  such  Fiscal  Year  and (d) in the  case of such  consolidated
                  financial   statements,   a  report   thereon  of  independent
                  certified public  accountants of recognized  national standing
                  selected  by Company  and  reasonably  satisfactory  to Agent,
                  which  report  shall be  unqualified  as to going  concern and
                  scope  of  audit,  and  shall  state  that  such  consolidated
                  financial statements fairly present, in all material respects,
                  the  consolidated   financial  position  of  Company  and  its
                  Subsidiaries  as at the dates  indicated  and the  results  of
                  their   operations  and  their  cash  flows  for  the  periods
                  indicated  in   conformity   with  GAAP  applied  on  a  basis
                  consistent with prior years (except as otherwise  disclosed in
                  such financial  statements)  and that the  examination by such
                  accountants  in connection  with such  consolidated  financial
                  statements has been made in accordance with generally accepted
                  auditing standards;

            20. Sections 7.1(v) and 7.1(vi) of the Credit  Agreement are amended
      and modified to read as follows:

                        "(v)  Company may become and remain  liable with respect
                  to Indebtedness to any of its wholly-owned  Subsidiaries,  and
                  any  wholly-owned  Subsidiary of Company may become and remain
                  liable with  respect to  Indebtedness  to Company or any other
                  wholly-owned  Subsidiary of Company provided that (a) all such
                  intercompany  Indebtedness  shall be evidenced  by  promissory
                  notes, (b) all such intercompany  Indebtedness owed by Company
                  to any of its respective Subsidiaries shall be subordinated in
                  right of  payment to the  payment  in full of the  Obligations
                  pursuant to the terms of the applicable promissory notes or an
                  intercompany  subordination  agreement, and (c) any payment by
                  Company or by any  Subsidiary of Company under any guaranty of
                  the  Obligations  shall result in a pro tanto reduction of the
                  amount of any intercompany  Indebtedness owed by Company or by
                  such Subsidiary to Company or to any of its  Subsidiaries  for
                  whose benefit such payment is made;

                        (vi) Company and its  Subsidiaries may become and remain
                  liable  with  respect to other  Indebtedness  in an  aggregate
                  principal  amount not to exceed  $3,000,000 less the aggregate
                  amount of any liability with respect to Contingent Obligations
                  outstanding pursuant to clause (b) of subsection 7.4(ii).

            21. A new Section  8.15 is hereby  added to the Credit  Agreement to
      read as follows:


            8.15  EuroNimbus S.A.

                  Company or any of its  Subsidiaries  shall incur any repayment
            obligation under any circumstances with respect to any loans, grants
            or  other  extensions  of  credit  extended  to,  or  in  favor  of,
            EuroNimbus  S.A.  by (i)  the  Government  of  the  Grand  Duchy  of
            Luxembourg or any agency or  instrumentality  thereof,  (ii) Societe
            Nationale  de Credit et  d'Investissement,  or (iii) any other third
            party lender or creditor of EuroNimbus S.A.

      B. The parties hereto agree that so long as there shall be only one Lender
providing Loans to the Borrowers under the Credit  Agreement,  the Company shall
be relieved of its  obligation  to pay the annual agency fee to the Agent in the
amount of $50,000.

      C. The Borrowers will execute such additional  documents as are reasonably
requested  by the  Lenders to  reflect  the terms and  conditions  of this Sixth
Amendment.

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

      E. This Sixth  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 Sixth  Amendment to produce or
account for more than one such counterpart.

      F. This Sixth 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 Sixth  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