
<PAGE>
 
Portions of this exhibit have been omitted pursuant to a request 
for confidential treatment
- - ----------------------------

                                 Exhibit 10(c)




                            DATED January 27, 1994








                              AMDAHL CORPORATION

                                      and

                                FUJITSU LIMITED









                                LOAN AGREEMENT

(The indebtedness evidenced by this instrument is subordinated to the prior
payment in full of the Senior Obligations (as defined in Schedule II hereof)
pursuant to, and to the extent provided in, Schedule II, by the maker hereof 
and the payee named herein in favor of the Senior Creditors referred to in 
Schedule II)
<PAGE>
 
                                   CONTENTS

Clause          Heading

 1.     Definitions
 2.     The Facility and Subordination
 3.     Purpose
 4.     Maximum Amount
 5.     Conditions Precedent
 6.     Conditions Subsequent
 7.     Availability of the Loan Facility
 8.     Interest Period for the Loan
 9.     Interest on the Loan
10.     Alternative Interest Rates and 
          Interest on Late Payments
11.     Repayment of Loan Facility
12.     Prepayment of Loan
13.     Payments; Subordination
14.     Deduction of Tax
15.     Representations and Warranties
16.     Affirmative Covenants
17.     Acceleration and Termination
          in Case of Default
18.     Expenses
19.     Stamp Duty
20.     Assignments and Transfers
21.     Calculations and evidence of debt
22.     Notices
23.     Invalidity of Provisions
24.     Waivers and Counterparts
25.     Governing Law and Jurisdiction


                                   SCHEDULES

Schedule I      Form of Notice of Drawdown
Schedule II     Terms and Conditions of Subordination
<PAGE>
 
THIS AGREEMENT (together with the Schedules hereto, "the Agreement") is made on
January 27, 1994

BETWEEN

(1)     AMDAHL CORPORATION, a U.S. corporation incorporated under the laws of
        the state of Delaware, with its principal office at 1250 East Arques
        Avenue, P.O. Box 3470, Sunnyvale, California, 94088-3470, U.S.A. ("the
        Borrower"); and

(2)     FUJITSU LIMITED, a Japanese company, with its principal office at 6-1
        Marunouchi 1-chome, Chiyoda-ku, Tokyo 100, Japan ("the Lender").

WHEREAS

(A)     The Borrower is negotiating a credit facility whereby the Syndicate
        Banks would agree to make certain loans available to the Borrower upon
        and subject to the terms and conditions of the Syndicate Credit
        Agreement and the Offshore Credit Facilities, respectively; and

(B)     The Lender has agreed to make available to the Borrower the Loan
        Facility and has further agreed that its rights and obligations in
        respect of the Loan Facility shall be subordinated to those of the
        Syndicate Banks and Offshore Lenders on the terms and conditions set out
        herein; and

(C)     The Lender has accordingly agreed to make available to the Borrower the
        Loan Facility upon and subject to the terms and conditions of this
        Agreement.
<PAGE>
 
NOW IT IS HEREBY AGREED as follows:-


                                  DEFINITIONS
                                  -----------

1.      Definitions
        -----------

1.1     In this Agreement, save where the context otherwise requires:

"Bankruptcy Code"       means the Federal Bankruptcy Reform Act of 1978 (11
                        U.S.C. (S)101, et seq.).
                                       ------

"Borrowings"            means in relation to any person, at any time, any
                        indebtedness incurred in respect of:-

                        (i)     the principal amount outstanding in respect 
                                of moneys borrowed or raised other than, in 
                                the case of the Borrower,  between members      
                                of the Borrower's group of companies, but       
                                including bank borrowings as defined in         
                                Clause 6.1;

                        (ii)    the capital portion of any hire purchase        
                                and finance lease commitments;

                        (iii)   the principal amount outstanding in respect 
                                of any indebtedness in respect of any           
                                debenture, loan, stock, note, bond or other 
                                security or acceptance credit bill              
                                discounting or note purchase facility;

                        (iv)    any indebtedness in respect of the              
                                acquisition cost of assets or services to       
                                the extent payable more than six months         
                                after the time of acquisition or possession 
                                thereof by the party liable;

                        (v)     any guarantee (other than guarantees of the 
                                obligations of other group companies) or        
                                other assurance against financial loss in       
                                respect of such monies, capital portion or      
                                indebtedness;

                        (vi)    any letters of credit, stand-by letters of      
                                credit or other instruments issued in           
                                connection with the performance of              
                                contracts; and
<PAGE>
 
                        (vii)   any forward overseas exchange contracts         
                                entered into with indebtedness calculated       
                                at the rate of 10% of the contract value        
                                for contracts of up to twelve months            
                                duration and 20% of the contract value for      
                                contracts in excess of twelve months;

"Business Day"          means any weekday which is not a public holiday in
                        Japan, California, New York or London;

"Closing Date"          means the date on which all conditions precedent set
                        forth in Clause 5 are satisfied or waived by the Lender.

"Code"                  means the Internal Revenue Code of 1986, and regulations
                        promulgated thereunder.

"Commitment Period"     means, in relation to the Loan Facility, the period
                        beginning on the Closing Date and ending on the
                        Repayment Date;

"Contractual 
   Obligation"          means as to any Person any provision of any security
                        issued by such Person or any agreement, undertaking,
                        contract, indenture, mortgage, deed of trust or other
                        instrument, document or agreement to which such Person
                        is a party or by which it or any of its property is
                        bound;

"Drawdown"              means the making of an advance under the Loan Facility;

"Drawdown Date"         means the date of Drawdown of a tranche in accordance
                        with the terms of Clause 7.2;

"Environmental 
   Claims"              means all claims, however asserted, by any Governmental
                        Authority or other Person alleging potential liability
                        or responsibility for violation of any Environmental
                        Law, or for release or injury to the environment or
                        threat to public health, personal injury (including
                        sickness, disease or death), property damage, natural
                        resources damage, or otherwise alleging liability or
                        responsibility for damages (punitive or otherwise),
                        cleanup, removal, remedial or response costs,
                        restitution, civil or criminal penalties, injunctive
                        relief, or other type of relief, resulting from or based
                        upon the presence, placement, 
<PAGE>
 
                        discharge, emission or release (including intentional
                        and unintentional, negligent and non-negligent, sudden
                        or non-sudden, accidental or non-accidental, placement,
                        spills, leaks, discharges, emissions or releases) of any
                        Hazardous Material at, in, or from property, whether or
                        not owned by the Borrower or any of its Subsidiaries.

"Environmental Laws"    means all federal, state or local laws, statutes, common
                        law duties, rules, regulations, ordinances and codes,
                        together with all administrative orders, directed
                        duties, requests, licenses, authorizations and permits
                        of, and agreements with, any Governmental Authorities,
                        in each case relating to environmental, health, safety
                        and land use matters; including the Comprehensive
                        Environmental Response, Compensation and Liability Act
                        of 1980 ("CERCLA"), the Clean Air Act, the Federal Water
                                 --------
                        Pollution Control Act 1972, the Solid Waste Disposal
                        Act, the Federal Resource Conservation and Recovery Act,
                        the Toxic Substances Control Act, the Emergency Planning
                        and Community Right-to-Know Act, the California
                        Hazardous Waste Control Law, the California Solid Waste
                        Management, Resource, Recovery and Recycling Act, the
                        California Water Code and the California Health and
                        Safety Code.

"ERISA"                 means the Employee Retirement Income Security Act of
                        1974, and regulations promulgated thereunder.

"ERISA Event"           means (a) a Reportable Event with respect to a Pension
                        Plan; (b) a withdrawal by the Borrower from a Pension
                        Plan subject to Section 4063 of ERISA during a plan year
                        in which it was a substantial employer (as defined in
                        Section 4001 (a)(2) of ERISA) or a cessation of
                        operations which is treated as such a withdrawal under
                        Section 4062(e) of ERISA; (c) the filing of a notice of
                        intent to terminate, the treatment of a plan amendment
                        as a termination under Section 4041 or 4041A of ERISA or
                        the commencement of proceedings by the PBGC to terminate
                        a Pension Plan subject to Title IV of ERISA; (d) a
                        failure by the Borrower to make required contributions
                        to a Pension Plan or other Plan subject to Section 412
<PAGE>
 
                        of the Code; (e) an event or condition which might
                        reasonably be expected to constitute grounds under
                        Section 4042 of ERISA for the termination of, or the
                        appointment of a trustee to administer, any Pension
                        Plan; (f) the imposition of any liability under Title IV
                        of ERISA, other than PBGC premiums due but not
                        delinquent under Section 4007 of ERISA, upon the
                        Borrower; or (g) an application for a funding waiver or
                        an extension of any amortization period pursuant to
                        Section 412 of the Code with respect to any Pension
                        Plan.

"Event of Default"      means any of the events specified in Clause 17.1;

"Exchange Act"          means the Securities and Exchange Act of 1934, and
                        regulations promulgated thereunder.

"FRB"                   means the Board of Governors of the Federal Reserve
                        System, and any Governmental Authority succeeding to any
                        of its principal functions.

"Governmental 
   Authority"           means any nation or government, any state or other
                        political subdivision thereof, any central bank (or
                        similar monetary or regulatory authority) thereof, any
                        entity exercising executive, legislative, judicial,
                        regulatory or administrative functions of or pertaining
                        to government, and any corporation or other entity owned
                        or controlled, through stock or capital ownership or
                        otherwise, by any of the foregoing.

"Hazardous 
   Materials"           means all those substances that are regulated by, or
                        which may form the basis of liability under, any
                        Environmental Law, including all substances identified
                        under any Environmental Law as a pollutant, contaminant,
                        hazardous waste, hazardous constituent, special waste,
                        hazardous substance, hazardous material, or toxic
                        substance, or petroleum or petroleum derived substance
                        or waste.

"IRS"                   means the Internal Revenue Service, and any Governmental
                        Authority succeeding to any of 
<PAGE>
 
                        its principal functions.

"Intercreditor 
   Agreement"           means the agreement to be entered into from time to time
                        between the Syndicate Banks and certain financial
                        institutions providing for sharing of collateral and
                        other matters relating to the Offshore Credit Facilities
                        and the Syndicate Credit Agreement with the same period
                        as the Syndicate Credit Agreement.

"Interest               means in respect of the Loan and any Interest Period
   Determination        relating thereto the Interest Determination Date as
   Date"                defined in Clause 9.2;

"Interest Payment       means the last day of an Interest Period;
   Date"                        


"Interest Period"       means, in relation to the Loan a period of three months
                        as determined in accordance with Clause 8 for the
                        purpose of determining the rate of interest applicable
                        to the Loan from time to time;

"LIBOR"                 means LIBOR as determined pursuant to Clause 9;

"Loan"                  means the principal amount for the time being
                        outstanding under the Loan Facility;

"Loan Facility"         means the term loan facility in the maximum aggregate
                        principal United States dollars amount of US$100,000,000
                        granted to the Borrower by the Lender pursuant to Clause
                        2;

"Margin Stock"          means "margin stock" as such term is defined in
                        Regulation U of the FRB.

"Material Adverse 
   Effect"              means (a) a material adverse change in, or a material
                        adverse effect upon, the financial condition of the
                        Borrower and its Subsidiaries taken as a whole; (b) a
                        material impairment of the ability of the Borrower to
                        perform under any Subordinated Loan Document and avoid
                        any Event of Default (other than an Event of Default
                        waived by the Lender in its sole discretion); or (c) a
                        material adverse effect upon the legality, validity,
                        binding 
<PAGE>
 
                        effect or enforceability against the Borrower of
                        any Subordinated Loan Document;

"Notice of Drawdown"    means a notice in the form set out in Schedule I duly
                        completed and signed by the Borrower;

"Offshore Credit        means any loan agreement, credit agreement, note, letter
   Facilities"          of credit reimbursement agreement or other document,
                        instrument or agreement governing the extension of
                        credit by any Offshore Lender now or hereafter existing,
                        in the amount of up to $70,000,000, to the extent that
                        the obligations of the Subsidiaries of the Borrower to
                        the Offshore Lenders are secured by the security
                        interests which are the subject of the Intercreditor
                        Agreement, and guaranties and collateral documents
                        relating thereto.

"Offshore Lender"       means any bank or other financial institution which is
                        or becomes a party to the Intercreditor Agreement in a
                        capacity other than as a Syndicate Bank.

"Organization 
   Documents"           means, for any corporation, the certificate or articles
                        of incorporation, the bylaws, any certificate of
                        determination or instrument relating to the rights of
                        preferred shareholders of such corporation, any
                        shareholder rights agreement, and all applicable
                        resolutions of the board of directors (or any committee
                        thereof) of such corporation.

"PBGC"                  means the Pension Benefit Guaranty Corporation, or any
                        Governmental Authority succeeding to any of its
                        principal functions under ERISA.

"Person"                means an individual, corporation, partnership, joint
                        venture, trust, unincorporated organization or any other
                        juridical entity.

"Plan"                  means an employee benefit plan (as defined in Section
                        3(3) of ERISA) which the Borrower sponsors or maintains
                        or to which the Borrower makes, or is obligated to make
                        contributions and includes any Pension Plan.
<PAGE>
 
Portions of this exhibit have been omitted pursuant to a request 
for confidential treatment
- - --------------------------
"Potential Event of     means any event which, with the giving of notice and/or
   Default"             the lapse of time would constitute an Event of Default;

"Reference Banks"       means the principal London office of Bank of America and
                        The Industrial Bank of Japan, Limited;

"Repayment Date"        means January 28, 1997;

"Reportable Event"      means, any of the events set forth in Section 4043 (b)
                        of ERISA, other than any such event for which the 30-day
                        notice requirement under ERISA has been waived in
                        regulations issued by the PBGC.

"Responsible            means the chairman, chief executive officer, chief
   Officer"             financial officer, treasurer or assistant treasurer of
                        the Borrower, or any other officer having substantially
                        the same authority and responsibility.

"Senior Creditor        means the Agent under the Intercreditor Agreement and
   Agent"               any successor thereto.
  
"Senior Loan            means the Syndicate Loan Documents and the Offshore
   Documents"           Credit Facilities.

"Spread"                means [    ]% ([               ] per cent);

"Subordinated Loan      means this Agreement and all other documents delivered
   Documents"           by or on behalf of the Borrower or any Subsidiary to the
                        Lender in connection herewith or therewith.

"Subordinated           means any obligations of the Borrower to the Lender
   Obligations"         under this Agreement, whether for principal, interest
                        (including without limitation interest accruing after
                        the filing of any bankruptcy or insolvency proceedings),
                        fees, expenses or otherwise.

"Subsidiary"            of a Person means any corporation of which more than 50%
                        of the voting stock is owned or controlled directly or
                        indirectly by the Person, or one or more of the
                        Subsidiaries of the Person, or a combination thereof.
                        Unless the context otherwise clearly requires,
                        references herein to a "Subsidiary" refer to a
                        Subsidiary of the Borrower, and include Amdahl Capital
<PAGE>
 
                        Corporation.

"Syndicate Banks"       means any and all banks and other financial institutions
                        with Bank of America National Trust and Saving
                        Association as Agent as are from time to time party to
                        the Syndicate Credit Agreement.

"Syndicate Credit       means an agreement being negotiated or to be negotiated
     Agreement"         among the Syndicate Banks, the Borrower and Amdahl
                        Capital Corporation providing for a secured revolving
                        credit facility in the amount of up to $100,000,000 with
                        the committed period of not more than two (2) years.

"Syndicate Loan         means the Syndicate Credit Agreement, and all Notes,
   Documents"           Guaranties, Collateral Documents, the Fee Letter, and
                        the L/C Related Documents referred to (and as defined
                        in) in the Syndicate Credit Agreement, and all other
                        documents delivered by the Borrower to the Syndicate
                        Banks or the agent for the Syndicate Banks in connection
                        with the Syndicate Credit Agreement, but shall not
                        include any extension, or renewal or replacement thereof
                        beyond the original revolving commitment termination
                        date unless such extension, renewal or replacement was
                        entered into at a time when there is an "Event of
                        Default" (or an event which with the passage of time,
                        giving of notice, or both, would become an "Event of
                        Default" thereunder) existing under the Syndicate Loan
                        Documents.

"Taxes"                 means all present and future taxes, levies, duties,
                        charges, fees, deductions and withholdings imposed or
                        levied by any governmental, fiscal or other competent
                        authority in the U.S.A. or any other jurisdiction from
                        which the Borrower makes payment not being a tax on
                        overall net income and "Tax" and "Taxation" shall be
                        construed accordingly;

"Writing"               includes tested telex and facsimile transmission legibly
                        received, except in relation to any certificate,
                        forecast, report, notice, resolution or other document
                        which is expressly required by this Agreement to be
                        signed, and "written" has a corresponding meaning.
<PAGE>
 
1.2     Save as otherwise expressly provided, references in this Agreement to
        this Agreement or to any other agreement, instrument or document include
        references to this Agreement or such other document (including the
        Senior Loan Documents) as varied, supplemented, novated and/or replaced
        in any manner from time to time.

1.3     References in this Agreement to clauses, sub-clauses, paragraphs,
        schedules and annexes are to be construed as references to clauses, sub-
        clauses, paragraphs, schedules and annexes of this Agreement unless
        otherwise stated.

1.4     References in this Agreement to any enactment shall be deemed to include
        references to such enactment as re-enacted, amended or extended.

1.5     References in this Agreement to the Borrower or the Lender shall, where
        relevant, be deemed to be references to or to include, as appropriate,
        their respective successors or permitted assigns.

1.6     Clause headings in this Agreement are for convenience only and shall in
        no way affect the construction hereof.


                                 THE FACILITY
                                 ------------

2.      The Facility and Subordination
        ------------------------------

2.1     Upon and subject to the terms and conditions of this Agreement and in
        reliance on the representations and warranties contained in Clause 15
        the Lender agrees to make the Loan Facility available to the Borrower.

2.2     The parties agree that the Loan Facility shall be subordinated on the
        terms and conditions set out in Schedule II.


3.      Purpose
        -------

        The Loan Facility shall be used by the Borrower for its working capital
        requirements and general corporate purposes.


4.      Maximum Amount
        --------------

        Notwithstanding any other provision of this Agreement the aggregate
        principal amount of the Loan outstanding shall not exceed
        U.S.$100,000,000.
<PAGE>
 
                      CONDITIONS PRECEDENT AND SUBSEQUENT
                      -----------------------------------

5.      Conditions Precedent
        --------------------

5.1     The obligation of the Lender hereunder to make any advance under the
        Loan Facility is subject to the condition that the Lender shall first
        have received all of the documents specified in Clause 5.3.

5.2     The obligation of the Lender hereunder to make any advance under the
        Loan Facility is subject to the further conditions precedent that on
        each Drawdown Date:-

        5.2.1   the matters represented and warranted by the Borrower in Clause
                15 are true and correct in all material respects and will be
                true and correct in all material respects immediately after the
                advance is made; and

        5.2.2   no Event of Default or Potential Event of Default has occurred
                and is continuing and has not been waived by the Lender or would
                result from the making of the advance.

5.3     The documents referred to in Clause 5.1 are as follows:-

        5.3.1   a copy, certified by a duly authorised officer of the Borrower
                as being a true copy, of the certificate of incorporation and 
                By-Laws of the Borrower;

        5.3.2   a certificate of the Secretary or Assistant Secretary of the
                Borrower to the effect that the requisite board resolutions in
                the agreed terms have been duly and properly passed at a duly
                convened and constituted meeting of the Borrower:-

                5.3.2.1  authorising the execution, delivery and performance on
                         behalf of the Borrower of this Agreement; and

                5.3.2.2  authorising a named person or persons specified therein
                         and whose specimen signature(s) appear thereon to sign
                         on behalf of the Borrower this Agreement and to give
                         any notices or certificates required in connection
                         therewith and confirming that such resolutions are
                         still in effect and have not been varied or rescinded;

        5.3.3   a certificate of a duly authorised officer of the       
<PAGE>
 
                Borrower confirming that at the Drawdown Date the aggregate of
                the Borrowings of the Borrower (including borrowing under the
                Senior Loan Documents) do not or, as the case may be would not,
                if fully drawn, exceed any borrowing limit contained in the
                Borrower's constitutional documents or in any trust deed or
                other agreement or instrument to which the Borrower is a party;

        5.3.4   this Agreement executed by each of the parties hereto;

        5.3.5   the foreign exchange clearance document to be issued by the
                Minister of Finance of Japan for the Loan Facility; and

        5.3.6   such other documents and information as the Lender may
                reasonably require.


6.      Conditions Subsequent
        ---------------------

6.1     In respect of each fiscal month of each year of the Commitment Period
        the Borrower shall deliver to the Lender within 15 days of the end of
        such fiscal month a report on its outstanding bank credit usage,
        including details of the aggregate bank borrowings outstanding at the
        end of such fiscal month, with a breakdown of such aggregate bank
        borrowings between U.S. and offshore loans, between secured and
        unsecured debt and between Senior Obligations (referred to in SCHEDULE
        II) and other obligations. For these purposes, "bank borrowings" means
        any indebtedness of the Borrower and its consolidated subsidiaries
        incurred in respect of moneys borrowed from, or guaranties provided by,
        any bank, including without limitation indebtedness outstanding under
        the Loan Facility and indebtedness outstanding in favor of the Syndicate
        Banks and the Offshore Lenders. The first relevant fiscal month for such
        reporting shall be January, 1994.

6.2     The Borrower shall deliver to the Lender, promptly upon execution
        thereof, duly executed copies of the Senior Loan Documents and the
        Intercreditor Agreement.

6.3     The Borrower shall not enter into any loan, credit, or other finance
        agreement with any third party under which any rights whatsoever of the
        lender(s) thereunder rank senior in priority to any of the rights of the
        Lender hereunder, without the prior written approval of the Lender. The
        Borrower shall, for the purposes of obtaining such approval, supply the
        Lender with all and any documents and information which are relevant
        thereto in sufficient time to allow the Lender to consider the same.
        This Sub-clause 6.3 shall not apply to the Senior Loan Document upon
        condition that the 
<PAGE>
 
        Senior Loan Documents are submitted to the Lender well in advance for
        the execution thereof.


                         AVAILABILITY OF THE FACILITY
                         ----------------------------


7.      Availability of the Loan Facility
        ---------------------------------

7.1     The availability of the Loan Facility shall be subject to the provisions
        of Clause 5.

7.2     The Loan Facility shall be available for drawdown in two or more
        tranches as follows:

        7.2.1   the first tranche shall be in the amount of US$80,000,000;

        7.2.2   the second and subsequent tranches, which shall be in the amount
                of US$20,000,000 or any smaller amount, may be drawn down on the
                request of the Borrower at any time after January 28, 1994 but
                during the Commitment Period,

        and any undrawn part of the Loan Facility shall be cancelled at the end
        of the Commitment Period.

7.3     No Drawdown under the Loan Facility shall be made if an Event of Default
        or Potential Event of Default has occurred and is continuing and has not
        been waived by the Lender whether or not the Lender shall have made any
        declaration pursuant to Clause 17.

7.4     As agreed by the parties, the first Drawdown shall be made on January
        28, 1994. A subsequent Drawdown may not be made unless a Notice of
        Drawdown has been delivered to the Lender not later than 60 calendar
        days before the proposed Drawdown Date.


                                   INTEREST
                                   --------

8.      Interest Periods for the Loan
        -----------------------------

        Subject to Clause 10 the period for which the Loan is outstanding shall
        be divided into successive Interest Periods of three months duration
        (ending April 28, July 28, October 28 and January 28 each year) with the
        first such Interest Period commencing on the initial Drawdown Date,
<PAGE>
 
        provided that any Interest Period that would otherwise end at any time
        after the Repayment Date shall end on that date. As to the second and
        subsequent tranches, the same Interest Periods as the first such
        Interest Period commencing on such second and subsequent Drawdown Date
        shall be applicable, and if such Drawdown Date is not the first day of
        the Interest Period, the interest on the first such Interest Period
        shall be calculated on an accrual basis.


9.      Interest on the Loan
        --------------------

9.1     For each tranche, the Borrower shall pay interest in arrears on the Loan
        on each Interest Payment Date, such interest to be computed during all
        or part of the Interest Period current or ending on that date at a rate
        per annum equal to the aggregate sum of (i) LIBOR for the advance and
        that Interest Period and (ii) the Spread for that Interest Period. Such
        interest shall be calculated on the basis of a 360 day year and actual
        days elapsed and shall accrue from day to day.

9.2     For the purpose of the determination of LIBOR applicable during each
        Interest Period, the Lender will, on the second London business day
        (being a day on which commercial banks and foreign exchange markets
        settle payments in London) prior to the commencement of each Interest
        Period (the "Interest Determination Date"), record at 11:00 a.m. (London
        time) the offered rate for U.S. dollar deposits in London for a three-
        month period ("Three Month Deposits") as at 11:00 a.m. (London time) on
        the Interest Determination Date in question, as displayed on the
        Telerate System as Telerate Page No. 3750 or such other page or pages as
        may replace Telerate Page No. 3750 on that system or such other system
        as may be nominated by British Banker's Association as the information
        vendor for the purpose of displaying British Banker's Association
        offered rates for U.S. dollars (the "Screen Page"). Subject as follows,
        such rate shall be "LIBOR" for the purposes of this Agreement.
        
9.3     If for any reason the Screen Page does not display the information
        referred to in Clause 9.2 above by 1:00 p.m. (London time) on any
        Interest Determination Date then the Lender will, on such Interest
        Determination Date, request the Reference Banks to provide the Lender
        with their offered quotations to lending banks for Three Month Deposits
        as at 11:00 a.m. (London time) on the Interest Determination Date in
        question and, in this event, LIBOR shall, subject as provided below, be
        the arithmetic average (rounded if necessary to the nearest 0.00001 per
        cent., 0.000005 per cent. being rounded upwards) of such offered
        quotations, as determined by the Lender.
<PAGE>
 
9.4     If on any Interest Determination Date on which the provisions of Clause
        9.3 above apply one only or none of the Reference Banks provides such an
        offered quotation to the Lender then the applicable LIBOR shall be
        determined pursuant to Clause 10.1 and 10.2.


10.     Alternative Interest Rates and Interest on Late Payments
        --------------------------------------------------------

10.1    Notwithstanding anything to the contrary herein contained, if prior to
        or on an Interest Payment Date the Lender acting reasonably and in good
        faith determines (which determination shall be conclusive and binding on
        the Borrower) that, by reason of circumstances affecting the London
        Interbank Market generally, adequate and fair means do not exist for
        ascertaining LIBOR applicable to the Loan for the relevant Interest
        Period the Lender shall promptly give written notice of such
        determination to the Borrower.

10.2    If the Lender gives a notice under Clause 10.1, during such Interest
        Period the rate of interest applicable to the Loan shall be the rate of
        interest calculated in respect of the immediately preceding Interest
        Period in accordance with Clause 9.

10.3    The Borrower shall pay interest on any amount (each an "overdue amount")
        of principal, interest or any other sum payable hereunder which is not
        paid when due hereunder for the period from the due date to the date of
        actual payment (as well after as before judgment) and such interest
        shall be due and payable on the last day of each successive default
        interest period (each a "default period") selected by the Lender into
        which such period shall be divided, each of which (other than the first)
        shall start on the last day of the immediately preceding default period.

10.4    During all or part of each default period for an overdue amount,
        interest shall accrue thereon at the rate per annum determined by the
        Lender as being the sum of (i) 2%, (ii) the Spread and (iii) LIBOR
        calculated as if that overdue amount was an advance under the Loan
        Facility and that the default period was the Interest Period therefor,
        for the relevant overdue amount.

10.5    Anything herein to the contrary notwithstanding, the obligations of the
        Borrower hereunder shall be subject to the limitation that payments of
        interest shall not be required, for any period for which interest is
        computed hereunder, to the extent that contracting for or receiving such
        payment by the Lender would be contrary to the provisions of any law
        applicable to the Lender limiting the highest rate of interest which may
        be lawfully contracted for, charged or received by the Lender.
<PAGE>
 
                      REPAYMENT, PREPAYMENT AND PAYMENTS
                      ----------------------------------

11.     Repayment of Loan Facility
        --------------------------

        Subject to the terms of Schedule II, the Loan shall be repaid in full by
        the Borrower on the Repayment Date.


12.     Prepayment of Loan
        ------------------

12.1    At any time after the expiry of 2 years from the initial Drawdown Date
        the Borrower may, with any required prior written consent of, or on
        behalf of, all the Syndicate Banks addressed to the Borrower and the
        Lender, give the Lender not less than three months' prior written notice
        that it wishes to prepay the whole of the Loan, or any part of the Loan
        in increments of US$20,000,000, on any Interest Payment Date for the
        Loan. No prepayment fee shall be payable by the Borrower in such case.

12.2    Any notice of intended prepayment shall be irrevocable and shall specify
        the date upon which such prepayment is to be made and the amount of such
        prepayment and the Borrower shall be obliged to make such prepayment on
        such date.
        
12.3    No amount prepaid shall be redrawn. 


13.     Payments; Subordination
        -----------------------

13.1    Each payment of interest and the repayment and any prepayment of
        principal under this Agreement shall be made in U.S. dollars.

13.2    Each payment due from the Borrower shall be made to the Lender in
        immediately available freely transferable cleared funds not later than
        11.00 a.m. (Japan time) on the due date at such bank account in Tokyo as
        the Lender shall have notified to the Borrower. The Lender shall also
        notify the Borrower of the amount to be paid by the Borrower and the
        relevant due date thereof.

13.3    If any date for payment of any sum due is not a Business Day then such
        payment shall be made on the next following Business Day or, if that
        Business Day would fall in the following month, such payment shall be
        made on the preceding Business Day.

13.4    Subject to Clause 14 all payments to be made by the Borrower 
<PAGE>
 
        in respect of the Loan Facility (whether of principal, interest, or
        otherwise) shall be made free and clear of and without any deduction for
        or on account of any set-off or counterclaim or, except to the extent
        compelled by law, any deduction on account of any Taxes.

13.5    The Lender's right to receive any payments hereunder and to enforce
        certain remedies upon an Event of Default is subject to the provisions
        of Schedule II incorporated herein by reference.

14.     Deduction of Tax
        ----------------

        If the Borrower is compelled by law to withhold or deduct any Taxes from
        any sum payable hereunder the Borrower shall deliver to the Lender (as
        the case may be) as soon as reasonably practicable but not later than
        one month after the payment, an original receipt or a certified copy
        thereof for the Lender evidencing the payment by the Borrower to the
        appropriate authority of all amounts so required to be withheld or
        deducted.

                  REPRESENTATIONS, COVENANTS AND TERMINATION
                 --------------------------------------------

15.     Representations and Warranties
        ------------------------------

        The Borrower represents and warrants to the Lender with respect to
        itself and its Subsidiaries as follows:

15.1    Corporate Existence and Power.  The Borrower and each of its
        -----------------------------
        Subsidiaries:

        (a)     is a corporation duly organized, validly existing and in good
                standing under the laws of the jurisdiction of its
                incorporation;

        (b)     has the power and authority and all governmental licenses,
                authorizations, consents and approvals to own its assets, carry
                on its business and to execute, delivery, and perform its
                obligations under this Agreement;

        (c)     is duly qualified as a foreign corporation and is licensed and
                in good standing under the laws of each jurisdiction where its
                ownership, lease or operation of property or the conduct of its
                business requires such qualification or license; and

        (d)     is in compliance with all Requirements of Law; except, in each
                case referred to in paragraph (c) or paragraph 
<PAGE>
 
                (d), to the extent that the failure to do so could not
                reasonably be expected to have a Material Adverse Effect.

15.2    Corporate Authorization:  No Contravention.  The execution, delivery
        ------------------------------------------
        and performance by the Borrower of this Agreement have been duly
        authorized by all necessary corporate action, and do not and will not:

        (a)     contravene the terms of any of the Organization Documents;

        (b)     conflict with or result in any breach or contravention of, or
                the creation of any Lien under, any document evidencing any
                Contractual Obligation to which the Borrower is a party or any
                order, injunction, writ or decree of any Governmental Authority
                to which the Borrower or its property is subject; or

        (c)     violate any Requirement of Law.

15.3    Governmental Authorization. No approval, consent, exemption,
        --------------------------
        authorization, or other action by, or notice to, or filing with, any
        Governmental Authority is necessary or required in connection with the
        execution, delivery or performance by, or enforcement against, the
        Borrower or any of its Subsidiaries of the Agreement.

15.4    Binding Effect. This Agreement constitutes the legal, valid and binding
        --------------
        obligation of the Borrower, enforceable against the Borrower in
        accordance with its terms, except as enforceability may be limited by
        applicable bankruptcy, insolvency, or similar laws affecting the
        enforcement of creditors' rights generally or by equitable principles
        relating to enforceability.

15.5    Litigation. Except as specifically disclosed, there are no actions,
        ----------
        suits, proceedings, claims or disputes pending, or to the best knowledge
        of the Borrower, threatened or contemplated, at law, in equity, in
        arbitration or before any Governmental Authority, against the Borrower
        or its Subsidiaries or any of their respective properties which may
        purport to, affect or pertain to this Agreement, or any of the
        transactions contemplated hereby or thereby.

15.6    No Default. No Event of Default exists or would result from the
        ----------
        incurring of any obligations hereunder by the Borrower. As of the
        Closing Date, neither the Borrower nor any of its Subsidiaries is in
        default under or with respect to any 
<PAGE>
 
        Contractual Obligation in any respect which, individually or together
        with all such defaults, could reasonably be expected to have a Material
        Adverse Effect, or that would, if such default had occurred after the
        Closing Date, create an Event of Default under Clause 17.

15.7    ERISA Compliance.
        ----------------

        (a)     Except as specifically disclosed, each Plan is in compliance in
                all material respects with the applicable provisions of ERISA,
                the Code and other federal or state law. Each Plan which is
                intended to qualify under Section 401(a) of the Code has
                received a favorable determination letter from the IRS and to
                the best knowledge of the Borrower, nothing has occurred which
                would cause the loss of such qualification.

        (b)     There are no pending, or to the best knowledge of the Borrower,
                threatened claims, actions or lawsuits, or action by any
                Governmental Authority, with respect to any Plan which has
                resulted or could reasonably be expected to result in a Material
                Adverse Effect. There has been no prohibited transaction or
                other violation of the fiduciary responsibility rule with
                respect to any Plan which could reasonably result in a Material
                Adverse Effect.

        (c)     Except as specifically disclosed, no ERISA Event has occurred or
                is reasonably expected to occur with respect to any Pension
                Plan.

        (d)     Except as specifically disclosed, no Pension Plan has any
                unfunded pension liability. The aggregate unfunded pension
                liability for all Pension Plans does not exceed $10,000,000.

        (e)     Except as specifically disclosed, the Borrower has not incurred,
                nor does it reasonably expect to incur, any liability under
                Title IV of ERISA with respect to any Pension Plan (other than
                premiums due and not delinquent under Section 4007 of ERISA).

        (f)     Except as specifically disclosed, the Borrower has not
                transferred any unfunded pension liability to any Person or
                otherwise engaged in a transaction that could be subject to
                Section 4069 of ERISA.

        (g)     No trade or business (whether or not incorporated under common
                control with the Borrower within the meaning of Section 414(b),
                (c), (m) or (o) of the Code) maintains or contributes to any
                Pension Plan or other Plan subject to Section 412 of the Code.
                Neither 
<PAGE>
 
                the Borrower nor any Person under common control with the
                Borrower (as defined in the preceding sentence) has ever
                contributed to any multiemployer plan within the meaning of
                Section 4001(a)(3) of ERISA.

15.8    Use of Proceeds: Margin Regulations. The proceeds of the Loans are to be
        -----------------------------------
        used solely for the purposes set forth in and permitted by Clause 3.
        Neither the Borrower nor any Subsidiary is generally engaged in the
        business of purchasing or selling Margin Stock or extending credit for
        the purpose of purchasing or carrying Margin Stock.

15.9    Title to Properties. The Borrower and each of its Subsidiaries have good
        -------------------
        record and marketable title in fee simple to, or valid leasehold
        interests in, all real property necessary or used in the ordinary
        conduct of their respective businesses, except for such defects in title
        as could not, individually or in the aggregate, have a Material Adverse
        Effect.

15.10   Taxes. The Borrower and its Subsidiaries have filed all Federal and
        -----
        other material tax returns and reports required to be filed, and have
        paid all Federal and other material taxes, assessments, fees and other
        governmental charges levied or imposed upon them or their properties,
        income or assets otherwise due and payable, except those which are being
        contested in good faith by appropriate proceedings and for which
        adequate reserves have been provided in accordance with GAAP. There is
        no proposed tax assessment against the Borrower or any Subsidiary that
        would, when finally resolved reasonably be expected to have a Material
        Adverse Effect.

15.11  Financial Conditions.
       --------------------
        (a)     When issued, the unaudited consolidated financial statements of
                the Borrower and its Subsidiaries dated December 31, 1993, and
                the related consolidated statements of income or operations,
                shareholders' equity and cash flows for the year ended on that
                date:

                (i)     will be prepared in accordance with GAAP consistently
                        applied throughout the period convered thereby, except
                        as otherwise expressly noted therein, subject to
                        ordinary, good faith year end audit adjustments;

                (ii)    will fairly present the financial condition of the
                        Borrower and its Subsidiaries as of the date thereof and
                        results of operations for the period covered thereby;
                        and
<PAGE>
 
                (iii)   except as specifically disclosed, will show all material
                        indebtedness and other liabilities, direct or
                        contingent, of the Borrower and its consolidated
                        Subsidiaries as of the date thereof, including
                        liabilities for taxes and other material commitments.

15.12  Environmental Matters.  
       ---------------------

        (a)     Except as specifically disclosed, the on-going operations of the
                Borrower and each of its Subsidiaries comply in all material
                respects with all Environmental Laws, except such non-compliance
                which would not (if enforced in accordance with applicable law)
                result in liability in excess of $10,000,000 in the aggregate.

        (b)     Except as specifically disclosed, the Borrower and each of its
                Subsidiaries have obtained all material licenses, permits,
                authorizations and registrations required under any
                Environmental Law ("Environmental Permits") and necessary for
                their respective ordinary course operations, all such
                Environmental Permits are in good standing, and the Borrower and
                each of its Subsidiaries is in compliance with all material
                terms and conditions of such Environmental Permits.

        (c)     Except as specifically disclosed, none of the Borrower, any of
                its Subsidiaries or any of their respective present property or
                operations, is subject to any outstanding written order from or
                agreement with any Governmental Authority, nor subject to any
                judicial or docketed administrative proceeding, respecting any
                Environmental Law, Environmental Claim or Hazardous Material.

        (d)     Except as specifically disclosed, there are no Hazardous
                Materials or other conditions or circumstances existing with
                respect to any property of the Borrower or any of its
                Subsidiaries, or arising from operations prior to the Closing
                Date, of the Borrower or any of its Subsidiaries that would
                reasonably be expected to give rise to Environmental Claims with
                a potential liability of the Borrower and its Subsidiaries in
                excess of $10,000,000 in the aggregate for any such condition,
                circumstance or property.

        The above warranties of this Clause apply except to the extent that any
        failure to comply described in sub-Clause (a), failure to obtain
        described in sub-Clause (b), or circumstance or condition described in
        sub-Clause (c) or (d) could not reasonably be expected to have a
        Material Adverse
<PAGE>
 
        Effect.

15.13   Regulated Entities. None of the Borrower or any Subsidiary is an
        ------------------
        "Investment Company" within the meaning of the Investment Company Act of
        1940. The Borrower is not subject to regulation under the Public Utility
        Holding Company Act of 1935, the Federal Power Act, the Interests
        Commerce Act, any state public utilities code, or any other Federal or
        state statute or regulation limiting its ability to incur Borrowings.

15.14   Copyrights, Patents, Trademarks and Licenses, etc. The Borrower or its
        -------------------------------------------------
        Subsidiaries own or are licensed or otherwise have the right to use all
        of the material patents, trademarks, service marks, trade names,
        copyrights, contractual franchises, authorizations and other rights that
        are reasonably necessary for the operation of their respective
        businesses, without conflict with the rights of any other Person. To the
        best knowledge of the Borrower, no slogan or other advertising device,
        product, process, method, substance, part or other material now
        employed, or now contemplated to be employed, by the Borrower or any
        Subsidiary materially infringes upon any rights held by any other
        Person. Except as specifically disclosed, no claim or litigation
        regarding any of the foregoing is pending or threatened, and no patent,
        invention, device, application, principle or any statute, law, rule,
        regulation, standard or code is pending or, to the knowledge of the
        Borrower, proposed, which, in either case, could reasonably be expected
        to have a Material Adverse Effect.

15.15   Subsidiaries. As of the Closing Date, the Borrower has no Subsidiaries
        ------------
        other than those specifically disclosed and has no equity investments in
        any other corporation or entity other than those specifically disclosed.

15.16   Insurance. Except as specifically disclosed, the properties of the
        ---------
        Borrower and its Subsidiaries are insured with financially sound and
        reputable insurance companies not Affiliates of the Borrower, in such
        amounts, with such deductibles and self-insured retentions and covering
        such risks as are customarily carried by companies engaged in similar
        businesses and owning similar properties in localities where the
        Borrower or such Subsidiary operates.

15.17   Full Disclosure. None of the representations or warranties made by the
        ---------------
        Borrower in this Agreement as of the date such representations and
        warranties are made or deemed made, and none of the statements contained
        in any exhibit, 
<PAGE>
 
        report, statement or certificate furnished by or on behalf of the
        Borrower in connection with this Agreement, contains any untrue
        statement of a material fact or omits any material fact required to be
        stated therein or necessary to make the statements made therein, in
        light of the circumstances under which they are made, not misleading as
        of the time when made or delivered.

16.     Affirmative Covenants
        ---------------------

        So long as the Lender shall have any commitment or obligations
        hereunder, or any part of the Loan or other Contractual Obligation of
        the Borrower hereunder shall remain unpaid or unsatisfied unless the
        Lender waives compliance in writing:

16.1    Financial Statements. The Borrower shall deliver to the Lender, in form
        and detail satisfactory to the Lender:-

        (a)     as soon as available, but not later than 90 days after the end
                of each fiscal year (commencing with the fiscal year ended
                December 31, 1993), a copy of the audited consolidated balance
                sheet of the Borrower and its Subsidiaries as at the end of such
                year and the related consolidated statements of income or
                operations, shareholders' equity and cash flows for such year,
                setting forth in each case in comparative form the figures for
                the previous fiscal year, and accompanied by the opinion of
                Arthur Anderson & Co. or another nationally-recognized
                independent public accounting firm ("Independent Auditor") which
                                                    --------------------
                report shall state that such consolidated financial statements
                present fairly the financial position for the periods indicated
                in conformity with GAAP applied on a basis consistent with prior
                years. Such opinion shall not be qualified or limited because of
                a restricted or limited examination by the Independent Auditor
                of any material portion of the Borrower's or any Subsidiary's
                records; and
                
        (b)     as soon as available, but not later than 60 days after the end
                of each of the first three fiscal quarters of each fiscal year
                (commencing with the fiscal quarter ending April 1, 1994), a
                copy of the unaudited consolidated balance sheets of the
                Borrower and its Subsidiaries as of the end of such quarter and
                the related consolidated statements of income, shareholders'
                equity and cash flows for the period commencing on the first day
                and ending on the last day of such quarter.
<PAGE>
 
16.2    Certificates; Other Information. The Borrower shall furnish to the
        -------------------------------
        Lender:

        (a)     promptly, copies of all financial statements and reports that
                the Borrower sends to its shareholders, and copies of all
                financial statements and regular, periodical or special reports
                (including Forms 10K, 10Q and 8K) that the Borrower or any
                Subsidiary may make to, or file with, the SEC;

        (b)     promptly, such additional information regarding the business,
                financial or corporate affairs of the Borrower or any Subsidiary
                as the Lender may from time to time reasonably request; and
                
        (c)     promptly, copies of all certificates and any other documents
                whatsoever delivered to the Syndicate Banks pursuant to the
                Syndicate Loan Documents.

16.3    Notices.  The Borrower shall promptly notify the Lender:
        -------
        
        (a)     of the occurrence of any Event of Default, and of the occurrence
                or existence of any event or circumstance that could reasonably
                be expected to become an Event of Default;

        (b)     of (i) any breach or non-performance of, or any default under,
                any Contractual Obligation of the Borrower or any of its
                Subsidiaries which could result in a Material Adverse Effect;
                and (ii) any dispute, litigation, investigation, proceeding or
                suspension which may exist at any time between the Borrower or
                any of its Subsidiaries and any Governmental Authority that
                could reasonably be expected to have a Material Adverse Effect;

        (c)     of the commencement of, or any material development in, any
                litigation or proceeding affecting the Borrower or any
                Subsidiary (i) in which the amount of damages claimed is
                $25,000,000 (or its equivalent in another currency or
                currencies) or more, (ii) in which injunctive or similar relief
                is sought and which, if adversely determined, would reasonably
                be expected to have a Material Adverse Effect, or (iii) in which
                the relief sought is an injunction or other stay of the
                performance of this Agreement;

        (d)     of any other litigation or proceeding affecting the Borrower or
                any of its Subsidiaries which the Borrower would be required to
                report to SEC pursuant to the Exchange Act, within four days
                after reporting the same to the SEC;
<PAGE>
 
        (e)     of any of the following events affecting the Borrower, together
                with a copy of any notice with respect to such event that may be
                required to be filed with a Governmental Authority and any
                notice delivered by a Governmental Authority to the Borrower
                with respect to such event:

                (i)     an ERISA Event;

                (ii)    if any of the representations and warranties in Clause
                        15.7 ceases to be true and correct;

                (iii)   the adoption of any new Pension Plan or other Plan
                        subject to Section 412 of the Code;

                (iv)    the adoption of any amendment to a Pension Plan or other
                        Plan subject to Section 412 of the Code, if such
                        amendment results in a material increase in
                        contributions or Unfunded Pension Liability; or

                (v)     the commencement of contributions to any Pension Plan or
                        other Plan subject to Section 412 of the Code; and

        (f)     of any material change in accounting policies or financial
                reporting practices by the Borrower or any of its Subsidiaries.

        Each notice under this Section shall be accompanied by a written
        statement by a Responsible Officer setting forth details of the
        occurrence referred to therein, and stating what action the Borrower or
        any affected Subsidiary proposes to take with respect thereto and at
        what time. Each notice under Clause 16.3(a) shall describe with
        particularity any and all clauses or provisions of this Agreement that
        have been (or foreseeably will be) breached or violated.

16.4    Preservation of Corporate Existence, Etc.  The Borrower shall:
        ----------------------------------------

        (a)     preserve and maintain in full force and effect its corporate
                existence and good standing under the laws of its state or
                jurisdiction of incorporation;

        (b)     preserve and maintain in full force and effect all governmental
                rights, privileges, qualifications, permits, licenses and
                franchises necessary or desirable in the normal conduct of its
                business;

        (c)     use reasonable efforts, in the ordinary course of business, to
                preserve its business organization and goodwill; and
<PAGE>
 
        (d)     preserve or renew all of its registered patents, trademarks,
                trade names and service marks, the non-preservation of which
                could reasonably be expected to have a Material Adverse Effect.

16.5    Maintenance of Property. The Borrower shall maintain, and preserve all
        -----------------------
        its property which is used or useful in its business in good working
        order and condition, ordinary wear and tear excepted and make all
        necessary repairs thereto and renewals and replacements thereof except
        where the failure to do so could not reasonably be expected to have a
        Material Adverse Effect.
        
16.6    Insurance. The Borrower shall maintain, and shall cause each of its
        ---------
        Subsidiaries to maintain, with financially sound and reputable
        independent insurers, insurance with respect to its properties and
        business against loss or damage of the kinds customarily insured by
        persons engaged in the same or similar business, of such types and in
        such amounts as are customarily carried under similar circumstances by
        such other persons; including workers' compensation insurance, public
        liability and property and casualty insurance.
        
16.7    Payment of Obligations. Except to the extent any failure to do so could
        ----------------------
        not reasonably be expected to have a Material Adverse Effect, the
        Borrower shall, and shall require each Subsidiary to, pay and discharge
        as the same shall become due and payable, all their respective
        obligations and liabilities, including:

        (a)     all tax liabilities, assessments and governmental charges or
                levies upon it or its properties or assets, unless the same are
                being contested in good faith by appropriate proceedings and
                adequate reserves in accordance with GAAP are being maintained
                by the Borrower or such Subsidiary;

        (b)     all lawful claims which, if unpaid, would by law become a Lien
                upon its property; and
        
        (c)     all indebtedness, as and when due and payable, but subject to
                any subordination provisions contained in any instrument or
                agreement evidencing such indebtedness.

16.8    Compliance with Laws. Except to the extent any failure to do so could
        --------------------
        not reasonably be expected to have a Material Adverse Effect, the
        Borrower shall comply, and shall require each of its Subsidiaries to
        comply, in all material respects with all Requirements of Law of any
        Governmental Authority 
<PAGE>
 
        having jurisdiction over it or its business (including the Federal Fair
        Labor Standards Act), except such as may be contested in good faith or
        as to which a bona fide dispute may exist.

16.9    Inspection of Property and Books and Records. The Borrower shall
        --------------------------------------------
        maintain and shall cause each Subsidiary to maintain proper books of
        record and account, in which full, true and correct entries in
        conformity with GAAP consistently applied shall be made of all financial
        transactions and matters involving the assets and business of the
        Borrower and such Subsidiary. The Borrower shall permit, and shall cause
        each Subsidiary to permit, representatives and independent contractors
        of the Lender to visit and inspect any of their respective properties,
        to examine their respective corporate financial and operating records,
        and make copies thereof or abstracts therefrom, and to discuss their
        respective affairs, finances and accounts with their respective
        directors, officers, and independent public accountants, all at such
        reasonable times during normal business hours and as often as may be
        reasonably desired, upon reasonable advance notice to the Borrower;
        provided, however, when an Event of Default exists the Lender may do any
        --------  -------
        of the foregoing at the expense of the Borrower at any time during
        normal business hours.

16.10   Environmental Laws. Except to the extent any failure to do so could not
        ------------------
        reasonably be expected to have a Material Adverse Effect, the Borrower
        shall, and shall cause each Subsidiary to, conduct their operations and
        keep and maintain their property in compliance with all Environmental
        Laws.

16.11   Further Assurances. The Borrower shall ensure that all written
        ------------------
        information, exhibits and reports furnished to the Lender do not and
        will not contain any untrue statement of a material fact and do not and
        will not omit to state any material fact or any fact necessary to make
        the statements contained therein not misleading in light of the
        circumstances in which made, and will promptly disclose to the Lender
        and correct any defect or error that may be discovered therein or in the
        execution, acknowledgement or recordation thereof.

17.     Acceleration and Termination in Case of Default
        -----------------------------------------------

17.1    Any of the following events which shall occur shall constitute an "Event
        of Default":
<PAGE>
 
        (a)     Payments. The Borrower shall fail to pay (i) any amount of
                --------
                principal of the Loan on the date due or (ii) any amount of
                interest on the Loan or any other amount payable hereunder
                within five (5) Business Days after the date due.

        (b)     Representations and Warranties. Any representation or warranty
                ------------------------------
                by the Borrower under this Agreement shall prove to have been
                incorrect in any material respect when made or deemed made.

        (c)     Failure by Borrower to Perform Other Covenants. The Borrower
                ----------------------------------------------
                shall fail in any material respect to perform or observe any
                other term, covenant or agreement contained in this Agreement on
                its part to be performed or observed and any such failure shall
                to the Borrower by the Lender of such failure, subject to
                subsection (f) below.

        (d)     Bankruptcy. The Borrower shall file a voluntary petition in
                ----------
                bankruptcy or a petition or answer seeking reorganization, to
                effect a plan or other arrangement with creditors or any other
                relief under the U.S. Bankruptcy Code or under any other state
                or U.S. federal law relating to bankruptcy or reorganization
                granting relief to debtors, whether now or hereafter in effect,
                or shall file an answer admitting the jurisdiction of the court
                and the material allegations of any involuntary petition filed
                against the Borrower pursuant to the Bankruptcy Code or any such
                other state or federal law; or the Borrower shall be adjudicated
                a bankrupt, or shall make an assignment for the benefit of
                creditors, or shall apply for or consent to the appointment of
                any custodian, receiver or trustee for all or any substantial
                part of the Borrower's property, or shall take any action to
                authorize any of the actions set forth above in this subsection;
                or an involuntary petition seeking any of the relief specified
                in this subsection shall be filed against the Borrower and shall
                not be dismissed within 60 days; or any order for relief shall
                be entered against the Borrower in any involuntary proceeding
                under the Bankruptcy Code or any such other state or federal law
                referred to in this subsection (d).

        (e)     Syndicate Credit Agreement. All principal and interest of the
                --------------------------
                Senior Obligations under the Syndicate Credit Agreement or the
                Offshore Credit Facilities 
<PAGE>
 
                shall have become due and payable (whether by acceleration or
                otherwise) and shall not have been paid within five (5) days
                after it has become due and payable.

        (f)     Failure to Obtain Approval Under Clause 6.3. The entering into
                -------------------------------------------
                by the Borrower of any relevant agreement without obtaining the
                prior requisite approval of the Lender pursuant to Clause 6.3

17.2    If any Event of Default shall occur, the Lender may, subject to Schedule
        II hereof, (i) by notice to the Borrower, (A) declare its obligation to
        make Loans hereunder to be terminated, whereupon the same shall
        forthwith terminate, and (B) declare the entire unpaid principal amount
        of the Loan, all interest accrued and unpaid thereon and all other
        amounts payable under this Agreement to be forthwith due and payable
        together with the default penalty interest at the rate of 2% per annum
        and all actual losses incurred with the Lender (all amount payable, the
        "Default Amount Payable") due to the penalty, damage exchange loss or
        other payment required to be made to the swap counterparties of the
        Lender in connection with the Loan Facility, whereupon the Default
        amount payable shall become and be forthwith due and payable, without
        presentment, demand, protest or further notice of any kind, all of which
        are hereby expressly waived by the Borrower, provided that if an event
        described in Clause 17.1(d) shall occur, the result which would
        otherwise occur only upon giving of notice by the Lender to the Borrower
        as specified in subclause (A) or (B) of this Clause 17.2 shall occur
        automatically, without the giving of any such notice, and (ii), whether
        or not the actions referred to in the preceding subsection (i) have been
        taken, proceed to enforce all other rights and remedies available to the
        Lender under applicable law.


                            EXPENSES AND STAMP DUTY
                            -----------------------
18.     Expenses
        --------

18.1    The Borrower shall reimburse the Lender in respect of legal fees up to
        US$25,000 and all other reasonable expenses (and any value added or
        similar tax thereon) incurred by the Lender in connection with the
        negotiation, preparation, execution and completion of this Agreement
        save as otherwise expressly provided herein.

18.2    The Borrower shall reimburse the Lender for all actual expenses
        including without limitation legal fees (and any value added or similar
        tax thereon) incurred by it in connection with the enforcement or
        preservation of any of 
<PAGE>
 
        its rights under this Agreement.

19.     Stamp Duty
        ----------

        The Borrower shall pay all present and future stamp, registration and
similar taxes or charges which may be payable or determined to be payable in
connection with the execution, delivery, performance or enforcement of this
Agreement.


                           ASSIGNMENTS AND TRANSFERS
                           -------------------------

20.     Assignments and Transfers
        -------------------------

20.1    Subject to Schedule II, the Lender may assign all or any of its rights
        and benefits or transfer all or any of its rights, benefits and
        obligations hereunder.

20.2    This Agreement shall be binding upon and inure for the benefit of each
        party hereto and its successors and permitted assigns.

20.3    The Borrower shall not be entitled to assign or transfer all or any of
        its rights benefits or obligations hereunder without the prior written
        consent of the Lender.


                                 MISCELLANEOUS
                                 -------------

21.     Calculations and evidence of debt
        ---------------------------------

21.1    The Lender will maintain and keep accounts showing the aggregate amount
        of all sums advanced from time to time by the Lender hereunder and all
        payments made from time to time by the Borrower in respect thereof. The
        accounts kept by the Lender shall in the absence of manifest error
        constitute prima facie evidence of the advances made by the Lender
        pursuant to this Agreement and of such payments.

21.2    A certificate of the Lender as to an interest rate for the purposes of
        Clause 9 or 10 shall constitute prima facie evidence thereof in the
        absence of manifest error.

22.     Notices
        -------

22.1    All communications to be made hereunder shall be made in writing.
<PAGE>
 
22.2    Any notices, proceedings or other documents to be served on a party
        pursuant to this Agreement shall be addressed to it at its principal
        office as first set out herein or at such other address as that party
        may hereafter advise the other party in writing.

22.3    Any notice shall be deemed to have been given:-

        22.3.1  if posted, on the seventh Business Day following the day on
                which it has been properly despatched by airmail postage
                prepaid; and

        22.3.2  if sent by facsimile transmission, on the Business Day on which
                transmitted or, in the case of a written notice lodged by hand,
                at the time of actual delivery thereof at the address referred
                to above.


23.     Invalidity of Provisions
        ------------------------

If at any time any provision hereof is or becomes illegal, invalid or
unenforceable in any respect neither the legality, validity nor enforceability
of the remaining provisions hereof shall in any way be affected or impaired
thereby.


24.     Waivers and Counterparts
        ------------------------

24.1    No failure to exercise and no delay in exercising on the part of the
        Lender any right, power or privilege hereunder shall operate as a waiver
        thereof nor shall any single or partial exercise of any such right,
        power or privilege preclude any other or further exercise thereof or the
        exercise of any other power or right.

24.2    This Agreement shall be executed in California in two counterparts each
        of which shall be an original, but all the counterparts shall together
        constitute one and the same instrument.

25.     Governing Law and Jurisdiction
        ------------------------------

25.1    This Agreement (except Schedule II) shall be governed by and construed
        in accordance with the laws of Japan.

25.2    The parties hereby submit for all purposes of or in connection with this
        Agreement (except Schedule II) to the non-exclusive jurisdiction of the
        Tokyo District Court, and solely for such purposes the Borrower hereby
        appoints Keiji Matsumoto at the office of Hamada & Matsumoto Law Office,
        Tokyo, Japan, or such other person having an address for 
<PAGE>
 
        service in Tokyo, Japan as the Borrower may appoint, to accept service
        on its behalf in any proceedings in such court.

25.3    Schedule II shall be governed by and construed in accordance with the
        laws of the State of California.

25.4    The parties hereby submit in connection with Schedule II to the non-
        exclusive jurisdiction of the courts of the State of California and of
        the United States District Court for the Northern District of
        California.


AS WITNESS the hands of the authorised signatories of the parties hereto the day
and year first above written.
<PAGE>
 
The Borrower
- - ------------



Signed by                               /s/     E. Joseph Zemke
for and on behalf of                            President and
AMDAHL CORPORATION                              Chief Executive Officer

in the presence of :-                   /s/     Michael B. Shahbazian
                                                Vice President and
                                                Treasurer


The Lender
- - ----------



Signed by                               /s/     Tadashi Sekizawa
for and on behalf of                            President and
FUJITSU LIMITED                                 Representative Director

in the presence of :-                   /s/     Satoshi Sugimoto
                                                General Manager
                                                Finance Division
 
