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.
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__________________________________
