THIRD AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

      THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT  AGREEMENT (the "Third
Amendment")  dated as of November 21, 1996, is to that 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,  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 revolving credit facility;

      WHEREAS,  the U.K. Borrower has requested that the Agent provide a standby
letter  of credit on its  behalf  in favor of The Chase  Manhattan  Bank or such
other lender providing the U.K.  Borrower's  overdraft  facility (the "Overdraft
Letter of Credit");

      WHEREAS,  the Borrowers wish to amend the Credit  Agreement to include the
Overdraft  Letter of Credit in the  definition of "Loan  Documents"  and thereby
making the Overdraft Letter of Credit a secured obligation of the Borrowers;

      WHEREAS,  the Required  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 "Loan Documents" in Section 1.1 of the
      Credit Agreement is amended and modified to read as follows:

                  "Loan Documents" means this Agreement,  the Notes, the Letters
            of Credit and Revolving Credit Guarantees (and any applications for,
            or  reimbursement  agreements  or other  documents  or  certificates
            executed  by  Company  or the  applicable  Borrower  in  favor of an
            Issuing  Lender  relating to, the Letters of Credit or the Revolving
            Credit Guarantees),  the Guaranties, any Interest Rate Agreements or
            Currency Agreement entered into between any Borrower and any Lender,
            the  letter of credit in the  amount  of  1,000,000  British  pounds
            issued by NationsBank,  N.A. on behalf of the U.K. Borrower in favor
            of The Chase Manhattan Bank or other overdraft lender to support the
            overdraft  account  of  the  U.K.   Borrower,   and  the  Collateral
            Documents;  provided  that for all  purposes  under any  Guaranty or
            Collateral  Document  to which U.K.  Borrower  is a party,  the term
            "Loan  Documents" shall include,  in addition to the foregoing,  any
            agreements  or   instruments   evidencing   any   Permitted   Lender
            Indebtedness.

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

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

      D. This Third  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 Third  Amendment to produce or
account for more than one such counterpart.

      E. This Third 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.

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      IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Third  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__________________________________