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.
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__________________________________
