FIFTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

      THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT  AGREEMENT (the "Fifth
Amendment") dated as of February 5, 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, 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 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 "Consolidated  Capital Expenditures" in Section
      1.1 of the Credit Agreement is 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,  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 not be
            included in the determination of Consolidated  Capital  Expenditures
            hereunder."

            2.  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 (other than  EuroNimbus  S.A. in
            the event it  becomes a  wholly-owned  Subsidiary)  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  owned 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);  provided,  however,  that with
            respect to the fiscal years ending March 31, 1998 and March 31, 1999
            only,  EuroNimbus  S.A. may become and remain liable with respect to
            other  Indebtedness in an aggregate  amount at any time  outstanding
            not to  exceed  $12,000,000;  provided,  further,  that at any  time
            occurring  thereafter,  EuroNimbus S.A. may become and remain liable
            with respect to other  Indebtedness  in an  aggregate  amount at any
            time outstanding not to exceed $16,500,000."

            3.  Section 7.3 of the Credit Agreement is amended and modified
      in its entirety to read as follows:

            "7.3  Investments; Joint Ventures.

                  Company   shall   not,   and  shall  not  permit  any  of  its
            Subsidiaries to, directly or indirectly,  make or own any Investment
            in any Person, including any Joint Venture, except:

                        (i)   Company and its Subsidiaries may make and own
                  Investments in Cash Equivalents;

                        (ii)  Company and its Subsidiaries may make and own
                  other Investments (excluding Investments in EuroNimbus
                  S.A.) in an aggregate amount not to exceed $1,500,000; and

                        (iii) Company and its Subsidiaries may make and own
                  Investments with respect to share capital contributions to
                  EuroNimbus S.A. in an aggregate amount not to exceed
                  $5,000,000."

      B.  Notwithstanding the provisions of Sections 6.09 and 6.10 of the Credit
Agreement,  the Lenders hereby confirm and agree that  EuroNimbus S.A. shall not
be  required  to  become a  Subsidiary  Guarantor  under the  Credit  Agreement;
provided,  however,  if  Company  or any of its  Subsidiaries  shall at any time
during the term of the Credit Agreement pledge or otherwise encumber the capital
stock of  EuroNimbus  S.A.,  then an Event of  Default  shall be  deemed to have
occurred under the terms of the Credit Agreement.

      C.    Company hereby represents and warrants that (except as otherwise
permitted under the terms of the Credit Agreement) with respect to any grants
extended to, or in favor of, EuroNimbus S. A. by (a) the Government of the
Grand Duchy of Luxembourg or any agency or instrumentality thereof (the
"Government), neither Company nor any of its Subsidiaries (other than
EuroNimbus S. A.) shall incur any repayment obligation to the Government
under any circumstances, and (b) with respect to the Societe Nationale de
Credit et d'Investissement ("SNCI"), neither Company nor any of its
Subsidiaries (other than EuroNimbus S.A.) shall incur any repayment
obligation to SNCI under any circumstances.

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

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

      F. This Fifth  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 Fifth  Amendment to produce or
account for more than one such counterpart.

      G. This Fifth 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 Fifth  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__________________________________