December 8, 1995
Nimbus CD International, Inc.
Nimbus Manufacturing Inc.
CD Manufacturing (UK) Limited
Nimbus Manufacturing (UK) Limited
X.X. Xxx 0000
Xxxxxxxxxxxxxxx, Xxxxxxxx 00000
Re: Amended and Restated Credit Agreement dated as
of October 30, 1995
Ladies and Gentlemen:
Reference is made to that certain Amended and Restated Credit Agreement
(the "Credit Agreement") dated as of October 30, 1995 by and among Nimbus CD
International, Inc., Nimbus Manufacturing Inc., Nimbus Manufacturing (UK)
Limited, the Lenders listed therein as lenders and The Chase Manhattan Bank,
N.A., as agent. Capitalized terms used herein without definition shall have the
meanings assigned those terms in the Credit Agreement.
Each of the undersigned parties to the Credit Agreement hereby
acknowledges and agrees as follows:
1. Subsection 1.1 of the Credit Agreement is hereby amended by deleting
each of the defined terms "Adjusted Domestic Sterling Rate" and "Domestic
Sterling Rate Loans" therefrom (but not the definitions of such terms contained
therein) and substituting the terms "Adjusted Eurosterling Rate" and
"Eurosterling Rate Loans", respectively, therefor and all references to Adjusted
Domestic Sterling Rate and Domestic Sterling Rate Loans in the Credit Agreement,
the other Loan Documents and related documents delivered in connection with the
Credit Agreement shall refer to Adjusted Eurosterling Rate and Eurosterling Rate
Loans, respectively;
2. The third paragraph of subsection 2.1A(iii) of the Credit Agreement is
hereby amended by deleting the following contained therein in its entirety:
"no later than 12:00 Noon (New York time) at least one Business Day in
advance of the proposed Funding Date, a notice (which shall be deemed to
be a Notice of Borrowing given by Company) requesting Lenders to make
Revolving Loans that are Base Rate Loans, in the case of U.S. Borrower, or
Revolving Loans that are Domestic Sterling Rate Loans, in the case of U.K.
Borrower"
and substituting the following therefor:
"a notice (which shall be deemed to be a Notice of Borrowing given by
Company) requesting Lenders to make Revolving Loans no later than 12:00
Noon (New York time) or 12:00 Noon (London time), as applicable, (i) for
Base Rate Loans, in the case of U.S. Borrower, at least one Business Day
in advance of the proposed Funding Date, or (ii) for Eurosterling Rate
Loans, in the case of U.K. Borrower, at least three Business Days in
advance of the proposed Funding Date";
3. The fourth paragraph of subsection 2.1A(iii) of the Credit Agreement is
hereby amended by deleting the phrase "[u]pon one Business Day's notice from
Swing Line Lender" contained therein in its entirety and substituting the phrase
"[u]pon (i) one Business Day's notice from Swing Line Lender, in the case of
Base Rate Loans, or (ii) three Business Day's notice from Swing Line Lender, in
the case of Eurosterling Rate Loans" therefor;
4. The first paragraph of subsection 2.1B of the Credit Agreement is
hereby amended by deleting the phrase "(i) for Base Rate Loans and Sterling
Loans, at least one Business Day in advance of the proposed Funding Date, and
(ii) for Eurodollar Rate Loans, at least three Business Days in advance of the
proposed Funding Date" contained therein in its entirety and substituting the
phrase "(i) for Base Rate Loans, at least one Business Day in advance of the
proposed Funding Date, and (ii) for Eurosterling Rate Loans or Eurodollar Rate
Loans, at least three Business Days in advance of the proposed Funding Date"
therefor;
5. Clause (a) of subsection 2.4B(iii) of the Credit Agreement is
hereby amended by deleting the phrase "in excess of such amount" contained
therein in its entirety;
6. Clause (b) of subsection 3.2(i) of the Credit Agreement is hereby
amended by deleting the reference to "1/2 of 1%" contained therein and
substituting "1.75%" therefor;
7. The terms of paragraphs one through six above shall be deemed to be
effective as of the Closing Date; and
8. Schedule 2.1 to the Credit Agreement is hereby amended by deleting it
in its entirety and substituting in place thereof a new Schedule 2.1 in the form
of Annex A to this letter agreement and the terms of this paragraph 8 shall be
effective as of the date of effectiveness of those certain Assignment Agreements
entered into by the Lenders.
This letter agreement may be executed in any number of counterparts and by
the different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original for all purposes; but
all such counterparts together shall constitute but one and the same instrument.
THE CHASE MANHATTAN BANK, N.A.,
individually and as Agent
(L.S.) Xxxx XxXxxxxxxx, Vice President
BANK OF SCOTLAND
By:
MIDLAND BANK PLC
By:
NATIONSBANK, N.A.
By:
ACKNOWLEDGED AND AGREED:
NIMBUS CD INTERNATIONAL, INC.,
as Parent and Guarantor
NIMBUS MANUFACTURING INC.,
as U.S. Borrower
(L.S.) L. Xxxxxx Xxxxxx
Executive Vice President
NIMBUS MANUFACTURING (UK) LIMITED,
as U.K. Borrower
(L.S.) L. Xxxxxx Xxxxxx
Director
Annex A
SCHEDULE 2.1
LENDERS' COMMITMENTS AND PRO RATA SHARES
Term Loan Revolving Pro Rata
Lenders Commitment Loan Share
Commitment
The Chase Manhattan Bank, $6,666,667.00 $6,666,667.00 26.666668%
N.A.
NationsBank, N.A. $6,666,666.50 $6,666,666.50 26.666666%
Midland Bank PLC $6,666,666.50 $6,666,666.50 26.666666%
Bank of Scotland $5,000,000.00 $5,000,000.00 20%
Total $25,000,000.00 $25,000,000.00 100%
