FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

      THIS  FOURTH  AMENDMENT  TO AMENDED AND  RESTATED  CREDIT  AGREEMENT  (the
"Fourth  Amendment")  dated as of December 30, 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,  as further  amended by that Third  Amendment to Amended and
Restated  Credit  Agreement  dated as of November 21,  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 the
Minimum Fixed Charge Coverage Ratio;

      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.    Section 7.6(B) of the Credit Agreement is amended and
      modified to read as follows:

                  "B.   Minimum Fixed Charge Coverage Ratio.  The ratio of
            (i) Consolidated EBITDA to (ii) Consolidated Fixed Charges for
            any four-Fiscal Quarter period ending during any of the periods
            set forth below shall be not less than the following:

            December 30, 1996 to June 30, 1997        0.90 to 1.00
            July 1, 1997 and thereafter               1.00 to 1.00"

      B.    The Borrowers will execute such additional documents as are
reasonably requested by the Lenders to reflect the terms and conditions of
this Fourth 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 Fourth  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 Fourth  Amendment to produce or
account for more than one such counterpart.

      E. This Fourth  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  Fourth  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__________________________________