<PAGE>   1
                                                                   EXHIBIT 10.46


               AMENDED AND RESTATED REVOLVING/TERM LOAN AGREEMENT




                            Dated as of March 5, 1999




                                      among




                              SAFESKIN CORPORATION




                            THE LENDERS HEREIN NAMED




                                       and




                         UNION BANK OF CALIFORNIA, N.A.,
                             as Administrative Agent


<PAGE>   2



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                       Page
                                                                                       ----
<S>                                                                                    <C>

Article 1 DEFINITIONS AND ACCOUNTING TERMS................................................1

      1.1 Defined Terms...................................................................1
      1.2 Use of Defined Terms...........................................................30
      1.3 Accounting Terms...............................................................30
      1.4 Rounding.......................................................................30
      1.5 Exhibits and Schedules.........................................................30
      1.6 References to "Borrower and its Subsidiaries"..................................30
      1.7 Miscellaneous Terms............................................................30

Article 2 LOANS AND LETTERS OF CREDIT....................................................31

      2.1 Loans-General..................................................................31
      2.2 Alternate Base Rate Loans......................................................32
      2.3 Eurodollar Rate Loans..........................................................33
      2.4 Letters of Credit..............................................................33
      2.5 Voluntary Reduction of Revolving Commitment....................................37
      2.6 Optional Termination of Commitments............................................38
      2.7 Administrative Agent's Right to Assume Funds Available for
          Advances.......................................................................38
      2.8 Collateral.....................................................................39

Article 3 PAYMENTS AND FEES..............................................................40

      3.1 Principal and Interest.........................................................40
      3.2 Arranger and Agency Fees.......................................................42
      3.3 Commitment Fee.................................................................42
      3.4 Letter of Credit Fees..........................................................42
      3.5 Increased Commitment Costs.....................................................43
      3.6 Eurodollar Costs and Related Matters...........................................44
      3.7 Late Payments..................................................................48
      3.8 Computation of Interest and Fees...............................................48
      3.9 Non-Banking Days...............................................................48
      3.10 Manner and Treatment of Payments..............................................49
      3.11 Funding Sources...............................................................50
      3.12 Failure to Charge Not Subsequent Waiver.......................................50
</TABLE>


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<TABLE>
<CAPTION>
                                                                                       Page
                                                                                       ----
<S>                                                                                    <C>
      3.13 Administrative Agent's Right to Assume Payments Will be Made..................50
      3.14 Fee Determination Detail......................................................51
      3.15 Survivability.................................................................51
                                                                               
Article 4 REPRESENTATIONS AND WARRANTIES.................................................52

      4.1 Existence and Qualification; Power; Compliance With Laws.......................52
      4.2 Authority; Compliance With Other Agreements and Instruments
          and Government Regulations.....................................................52
      4.3 No Governmental Approvals Required.............................................53
      4.4 Subsidiaries...................................................................53
      4.5 Financial Statements...........................................................54
      4.6 No Other Liabilities; No Material Adverse Changes .............................54
      4.7 Title to and Location of Property..............................................55
      4.8 Intangible Assets..............................................................55
      4.9 Public Utility Holding Company Act.............................................55
      4.10 Litigation....................................................................55
      4.11 Binding Obligations...........................................................55
      4.12 No Default....................................................................56
      4.13 ERISA.........................................................................56
      4.14 Regulation U; Investment Company Act..........................................56
      4.15 Disclosure....................................................................57
      4.16 Tax Liability.................................................................57
      4.17 Projections...................................................................57
      4.18 Hazardous Materials...........................................................57
      4.19 Security Interests............................................................57

Article 5 AFFIRMATIVE COVENANTS (OTHER THAN INFORMATION AND
      REPORTING REQUIREMENTS)............................................................59

      5.1 Payment of Taxes and Other Potential Liens.....................................59
      5.2 Preservation of Existence......................................................59
      5.3 Maintenance of Properties......................................................59
      5.4 Maintenance of Insurance.......................................................60
      5.5 Compliance With Laws...........................................................60
      5.6 Inspection Rights..............................................................60
      5.7 Keeping of Records and Books of Account........................................60
      5.8 Compliance With Agreements.....................................................60
</TABLE>


                                      -ii-

<PAGE>   4


<TABLE>
<CAPTION>
                                                                                       Page
                                                                                       ----
<S>                                                                                    <C>
      5.9 Use of Proceeds................................................................60
      5.10 Hazardous Materials Laws......................................................60
      5.11 Future Subsidiaries...........................................................61
      5.12 Future Real Property..........................................................61
      5.13 Year 2000 Compliance..........................................................61
      5.14 Security Interest in Property of Foreign Subsidiaries ........................62
      5.15 Syndication Process...........................................................62

Article 6 NEGATIVE COVENANTS.............................................................63

      6.1 Payment of Subordinated Obligations............................................63
      6.2 Disposition of Property........................................................63
      6.3 Mergers........................................................................63
      6.4 Hostile Acquisitions...........................................................64
      6.5 Acquisitions...................................................................64
      6.6 Distributions..................................................................64
      6.7 ERISA..........................................................................64
      6.8 Change in Nature of Business...................................................65
      6.9 Liens and Negative Pledges.....................................................65
      6.10 Indebtedness and Guaranty Obligations.........................................66
      6.11 Transactions with Affiliates..................................................67
      6.12 Leverage Ratio................................................................67
      6.13 Interest Coverage Ratio.......................................................67
      6.14 Fixed Charge Coverage Ratio...................................................67
      6.15 Tangible Net Worth............................................................68
      6.16 Adjusted Current Ratio........................................................68
      6.17 Net Income....................................................................68
      6.18 Investments...................................................................68
      6.19 Capital Expenditures..........................................................69
      6.20 Operating Leases..............................................................70
      6.21 Subsidiary Indebtedness.......................................................70
      6.22 Amendments to Subordinated Obligations........................................70

Article 7 INFORMATION AND REPORTING REQUIREMENTS.........................................71

      7.1 Financial and Business Information.............................................71
      7.2 Compliance Certificates........................................................74
</TABLE>


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<TABLE>
<CAPTION>
                                                                                       Page
                                                                                       ----
<S>                                                                                    <C>

Article 8 CONDITIONS.....................................................................75

      8.1 Initial Advances...............................................................75
      8.2 Any Advance....................................................................77

Article 9 EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT ..........................79

      9.1 Events of Default..............................................................79
      9.2 Remedies Upon Event of Default.................................................81

Article 10 THE ADMINISTRATIVE AGENT......................................................85

      10.1  Appointment and Authorization................................................85
      10.2  Administrative Agent and Affiliates..........................................85
      10.3  Proportionate Interest in any Collateral.....................................85
      10.4  Lenders' Credit Decisions....................................................86
      10.5  Action by Administrative Agent...............................................86
      10.6  Liability of Administrative Agent............................................87
      10.7  Indemnification..............................................................88
      10.8  Successor Administrative Agent...............................................89
      10.9  No Obligations of Borrower...................................................90
                                                                                
Article 11 MISCELLANEOUS.................................................................91

      11.1  Cumulative Remedies; No Waiver...............................................91
      11.2  Amendments; Consents.........................................................91
      11.3  Costs, Expenses and Taxes....................................................92
      11.4  Nature of Lenders' Obligations...............................................93
      11.5  Survival of Representations and Warranties...................................93
      11.6  Notices......................................................................93
      11.7  Execution of Loan Documents..................................................94
      11.8  Binding Effect; Assignment...................................................94
      11.9  Right of Setoff..............................................................97
      11.10 Sharing of Setoffs...........................................................97
      11.11 Indemnity by Borrower........................................................98
      11.12 Nonliability of the Lenders..................................................99
      11.13 No Third Parties Benefited..................................................100
</TABLE>



                                      -iv-

<PAGE>   6

<TABLE>
<CAPTION>
                                                                                       Page
                                                                                       ----
<S>                                                                                    <C>
      11.14 Confidentiality.............................................................101
      11.15 Further Assurances..........................................................101
      11.16 Integration.................................................................101
      11.17 Governing Law; JURISDICTION AND VENUE.......................................102
      11.18 Severability of Provisions..................................................102
      11.19 Headings....................................................................102
      11.20 Time of the Essence.........................................................103
      11.21 Foreign Lenders and Participants............................................103
      11.22 Hazardous Material Indemnity................................................103
      11.23 Waiver of Right to Trial by Jury............................................104
      11.24 Purported Oral Amendments...................................................105

Exhibits

A       -      Commitment Assignment and Acceptance
B       -      Compliance Certificate
C       -      Intercreditor Agreement
D       -      Opinion of Counsel
E       -      Pledge Agreement
F       -      Pricing Certificate
G       -      Request for Letter of Credit
H       -      Request for Loan
I       -      Revolving Note
J       -      Security Agreement
K       -      Subsidiary Guaranty
L       -      Term Note

Schedules

1.1            Lender Commitments
2.4            Existing Letters of Credit
4.4            Subsidiaries
4.7A           Existing Liens, Negative Pledges and Rights of Others
4.7B           Location of Property
4.10           Material Litigation
4.18           Hazardous Materials Matters
6.10           Existing Indebtedness and Guaranty Obligations
6.18           Existing Investments

</TABLE>


                                       -v-

<PAGE>   7



               AMENDED AND RESTATED REVOLVING/TERM LOAN AGREEMENT

                            Dated as of March 5, 1999

                  This AMENDED AND RESTATED REVOLVING/TERM LOAN AGREEMENT
("Agreement") is entered into by and among Safeskin Corporation, a Florida
corporation ("Borrower"), each lender whose name is set forth on the signature
pages of this Agreement and each lender which may hereafter become a party to
this Agreement pursuant to Section 11.8 (collectively, the "Lenders" and
individually, a "Lender"), and Union Bank of California, N.A., as Administrative
Agent, with reference to the following facts:

                                    RECITALS

                  A. Borrower, the Lenders and the Administrative Agent are
parties to that certain Revolving/Term Loan Agreement dated as of July 30, 1998
(the "Prior Agreement"), pursuant to which the Lenders agreed to provide
Borrower with the revolving and term loan financing described therein.

                  B. Borrower, the Lenders and the Administrative Agent wish to
enter into this Agreement, which shall amend, restate, replace and supersede the
Prior Agreement in its entirety.

                  NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto covenant and agree as follows:

                                    Article 1
                        DEFINITIONS AND ACCOUNTING TERMS


                  1.1 Defined Terms. As used in this Agreement, the following
terms shall have the respective meanings set forth below:

                  "Acquisition" means any transaction, or any series of related
         transactions, consummated after the Closing Date, by which Borrower
         and/or any of its Subsidiaries directly or indirectly (a) acquires any
         ongoing business or all or substantially all of the assets of any
         Person engaged in any ongoing business, whether through purchase of
         assets, merger or otherwise, (b) acquires control of securities of a
         Person engaged in an ongoing business representing more than 50% of the
         ordinary voting power for the election of directors or 




                                       -1-

<PAGE>   8


         other governing position if the business affairs of such Person are
         managed by a board of directors or other governing body or (c) acquires
         control of more than 50% of the ownership interest in any partnership,
         joint venture, limited liability company, business trust or other
         Person engaged in an ongoing business that is not managed by a board of
         directors or other governing body.

                  "Additional Senior Indebtedness" has the meaning specified in
         the Intercreditor Agreement.

                  "Adjusted Current Ratio" means, as of the last day of any
         Fiscal Quarter, the ratio of (a) the current assets of Borrower and its
         Subsidiaries on such date, determined in accordance with GAAP to (b)
         the sum of (i) the current liabilities of Borrower and its Subsidiaries
         on such date, determined in accordance with GAAP plus (ii) the average
         daily balance of the Indebtedness evidenced by the Revolving Notes for
         such Fiscal Quarter (or, if such Fiscal Quarter commenced prior to the
         Closing Date, for the period commencing on the Closing Date ended on
         the last day of such Fiscal Quarter), to the extent not included under
         clause (i) above).

                  "Administrative Agent" means Union Bank of California, N.A.
         when acting in its capacity as the Administrative Agent under any of
         the Loan Documents, or any successor Administrative Agent.

                  "Administrative Agent's Office" means the Administrative
         Agent's address as set forth on the signature pages of this Agreement,
         or such other address as the Administrative Agent hereafter may
         designate by written notice to Borrower and the Lenders.

                  "Advance" means any advance made or to be made by any Lender
         to Borrower as provided in Article 2, and includes each Alternate Base
         Rate Advance and Eurodollar Rate Advance.

                  "Affiliate" means, as to any Person, any other Person which
         directly or indirectly controls, or is under common control with, or is
         controlled by, such Person. As used in this definition, "control" (and
         the correlative terms, "controlled by" and "under common control with")
         shall mean possession, directly or indirectly, of power to direct or
         cause the direction of management or policies (whether through
         ownership of securities or partnership or other ownership interests, by
         contract or otherwise); provided that, in any event, any Person that
         owns, directly or indirectly, 10% or more of the securities having



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<PAGE>   9


         ordinary voting power for the election of directors or other governing
         body of a corporation that has more than 100 record holders of such
         securities, or 10% or more of the partnership or other ownership
         interests of any other Person that has more than 100 record holders of
         such interests, will be deemed to be an Affiliate of such corporation,
         partnership or other Person.

                  "Agreement" means this Amended and Restated Revolving/Term
         Loan Agreement, either as originally executed or as it may from time to
         time be supplemented, modified, amended, restated or extended.

                  "Aggregate Effective Amount" means, as of any date of
         determination and with respect to all Letters of Credit then
         outstanding, the sum of (a) the aggregate effective face amounts of all
         such Letters of Credit not then paid by the Issuing Lender plus (b) the
         aggregate amounts paid by the Issuing Lender under such Letters of
         Credit not then reimbursed to the Issuing Lender by Borrower pursuant
         to Section 2.4(d) and not the subject of Advances made pursuant to
         Section 2.4(e).

                  "Alternate Base Rate" means, as of any date of determination,
         the rate per annum (rounded upwards, if necessary, to the next 1/100 of
         1%) equal to the higher of (a) the Prime Rate in effect on such date
         and (b) the Federal Funds Rate in effect on such date plus 1/2 of 1%
         (50 basis points).

                  "Alternate Base Rate Advance" means an Advance made hereunder
         and specified to be an Alternate Base Rate Advance in accordance with
         Article 2.

                  "Alternate Base Rate Loan" means a Loan made hereunder and
         specified to be an Alternate Base Rate Loan in accordance with Article
         2.

                  "Amortization Amount" means, with respect to each Amortization
         Date described below, the amount set forth below opposite that
         Amortization Date:

<TABLE>
<CAPTION>
Amortization Date                                   Amount
-----------------                                -----------
<S>                                              <C>

First four (4)
Amortization Dates after
Closing Date                                      $1,500,000

Next four (4)
Amortization Dates                                $2,250,000
</TABLE>


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<PAGE>   10


<TABLE>
<S>                                              <C>
Next four (4)
Amortization Dates                                $3,000,000


Next four (4)
Amortization Dates                                $3,750,000

Next five (5)
Amortization Dates                                $3,600,000
(including the
Maturity Date)
</TABLE>

                  "Amortization Date" means the first Quarterly Payment Date
         after the Closing Date, and each Quarterly Payment Date thereafter
         through the Maturity Date.

                  "Applicable Commitment Fee Rate" means, for each Pricing
         Period, the rate set forth below (expressed in basis points per annum)
         opposite the Applicable Pricing Level for that Pricing Period:


<TABLE>
<CAPTION>
                             Applicable
                            Pricing Level             Commitment Fee
                            -------------             --------------
<S>                                                   <C>
                                  I                      20
                                 II                      25
                                 III                     25
                                 IV                      37.5
                                  V                      37.5
</TABLE>


                  "Applicable Eurodollar Rate Margin" means, for each Pricing
         Period, the interest rate margin set forth below (expressed in basis
         points per annum) opposite the Applicable Pricing Level for that
         Pricing Period:

<TABLE>
<CAPTION>
                             Applicable
                            Pricing Level                      Margin
                            -------------                      ------
<S>                                                            <C> 
                                  I                              87.5
                                 II                             112.5
                                 III                            125
                                 IV                             137.5
                                  V                             150

</TABLE>


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<PAGE>   11



                  "Applicable Pricing Level" means, for each Pricing Period, the
         pricing level set forth below opposite the Leverage Ratio as of the
         last day of the Fiscal Quarter most recently ended prior to the
         commencement of that Pricing Period:

<TABLE>
<CAPTION>
                Pricing Level             Leverage Ratio
                -------------             --------------
<S>                                       <C>

                    I                     Less than or equal to 1.00 to 1.00
                    II                    Greater than 1.00 to 1.00, but less
                                                   than or equal to 1.50 to 1.00
                    III                   Greater than 1.50 to 1.00, but less
                                                   than or equal to 2.00 to 1.00
                    IV                    Greater than 2.00 to 1.00, but less
                                                   than or equal to 2.50 to 1.00
                    V                     Greater than 2.50 to 1.00
</TABLE>

         provided that (i) in the event that Borrower does not deliver a Pricing
         Certificate with respect to any Pricing Period prior to the
         commencement of such Pricing Period, then until (but only until) such
         Pricing Certificate is delivered the Applicable Pricing Level for that
         Pricing Period shall be Pricing Level V and (ii) if any Pricing
         Certificate is subsequently determined to be in error, then any
         resulting change in the Applicable Pricing Level shall be made
         retroactively to the beginning of the relevant Pricing Period.

                  "Applicable Standby Letter of Credit Fee Rate" means, as of
         any date of determination, the then effective Applicable Eurodollar
         Rate Margin.

                  "Arranger" means Union Bank of California, N.A.

                  "Banking Day" means any Monday, Tuesday, Wednesday, Thursday
         or Friday, other than a day on which banks are authorized or required
         to be closed in California or New York.

                  "Capital Expenditure" means any expenditure by Borrower or any
         of its Subsidiaries for or related to fixed assets or purchased
         intangibles that is treated as a capital expenditure under GAAP,
         including any amount which is required to be treated as an asset
         subject to a Capital Lease Obligation. The amount of Capital
         Expenditures in respect of fixed assets purchased or constructed by
         Borrower or any of its Subsidiaries in any fiscal period shall be net
         of (a) any net sales proceeds received during such fiscal period by
         Borrower or such Subsidiary for fixed assets sold by Borrower or such
         Subsidiary and (b) any 


                                       -5-

<PAGE>   12
         casualty insurance proceeds received during such fiscal period by
         Borrower or such Subsidiary for casualties to fixed assets and applied
         to the repair or replacement thereof.

                  "Capital Lease Obligations" means all monetary obligations of
         a Person under any leasing or similar arrangement which, in accordance
         with GAAP, is classified as a capital lease.

                  "Cash" means, when used in connection with any Person, all
         monetary and non-monetary items owned by that Person that are treated
         as cash in accordance with GAAP, consistently applied.

                  "Cash Equivalents" means, when used in connection with any
         Person, that Person's Investments in:

                           (a) Government Securities due within one year after 
        the date of the making of the Investment;

                           (b) readily marketable direct obligations of any
         State of the United States of America or any political subdivision of
         any such State or any public agency or instrumentality thereof given on
         the date of such Investment a credit rating of at least Aa by Moody's
         Investors Service, Inc. or AA by Standard & Poor's Rating Group (a
         division of McGraw-Hill, Inc.), in each case due within one year from
         the making of the Investment;

                           (c) certificates of deposit issued by, bank deposits
         in, Eurodollar deposits through, bankers' acceptances of, and
         repurchase agreements covering Government Securities executed by any
         Lender or any bank incorporated under the Laws of the United States of
         America, any State thereof or the District of Columbia and having on
         the date of such Investment combined capital, surplus and undivided
         profits of at least $250,000,000, or total assets of at least
         $5,000,000,000, in each case due within one year after the date of the
         making of the Investment;

                           (d) certificates of deposit issued by, bank deposits
         in, Eurodollar deposits through, bankers' acceptances of, and
         repurchase agreements covering Government Securities executed by any
         Lender or any branch or office located in the United States of America
         of a bank incorporated under the Laws of any jurisdiction outside the
         United States of America having on the date of such Investment combined
         capital, surplus and undivided profits 

                                       -6-

<PAGE>   13

         of at least $500,000,000, or total assets of at least $15,000,000,000,
         in each case due within one year after the date of the making of the
         Investment;

                           (e) repurchase agreements covering Government
         Securities executed by a broker or dealer registered under Section
         15(b) of the Securities Exchange Act of 1934, as amended, having on the
         date of the Investment capital of at least $50,000,000, due within 90
         days after the date of the making of the Investment; provided that the
         maker of the Investment receives written confirmation of the transfer
         to it of record ownership of the Government Securities on the books of
         a "primary dealer" in such Government Securities or on the books of
         such registered broker or dealer, as soon as practicable after the
         making of the Investment;

                           (f) readily marketable commercial paper or other debt
         securities issued by corporations doing business in and incorporated
         under the Laws of the United States of America or any State thereof or
         of any corporation that is the holding company for a bank described in
         clause (c) or (d) above given on the date of such Investment a credit
         rating of at least P-1 by Moody's Investors Service, Inc. or A-1 by
         Standard & Poor's Rating Group (a division of McGraw-Hill, Inc.), in
         each case due within one year after the date of the making of the
         Investment;

                           (g) "money market preferred stock" issued by a
         corporation incorporated under the Laws of the United States of America
         or any State thereof (i) given on the date of such Investment a credit
         rating of at least Aa by Moody's Investors Service, Inc. and AA by
         Standard & Poor's Rating Group (a division of McGraw-Hill, Inc.), in
         each case having an investment period not exceeding 50 days or (ii) to
         the extent that investors therein have the benefit of a standby letter
         of credit issued by a Lender or a bank described in clauses (c) or (d)
         above; provided that (y) the amount of all such Investments issued by
         the same issuer does not exceed $5,000,000 and (z) the aggregate amount
         of all such Investments does not exceed $15,000,000;

                           (h) a readily redeemable "money market mutual fund"
         sponsored by a bank described in clause (c) or (d) hereof, or a
         registered broker or dealer described in clause (e) hereof, that has
         and maintains an investment policy limiting its investments primarily
         to instruments of the types described in clauses (a) through (g) hereof
         and given on the date of such Investment a credit rating of at least Aa
         by Moody's Investors Service, Inc. and AA by Standard & Poor's Rating
         Group (a division of McGraw-Hill, Inc.); and

                                      -7-
<PAGE>   14

                           (i) corporate notes or bonds having an original term
         to maturity of not more than one year issued by a corporation
         incorporated under the Laws of the United States of America, or a
         participation interest therein; provided that (i) commercial paper
         issued by such corporation is given on the date of such Investment a
         credit rating of at least Aa by Moody's Investors Service, Inc. and AA
         by Standard & Poor's Rating Group (a division of McGraw-Hill, Inc.),
         (ii) the amount of all such Investments issued by the same issuer does
         not exceed $5,000,000 and (iii) the aggregate amount of all such
         Investments does not exceed $15,000,000.

                  "Cash Income Taxes" means, with respect to any fiscal period,
         taxes on or measured by the income of Borrower that are paid or
         currently payable in Cash by Borrower during that fiscal period.

                  "Cash Interest Expense" means Interest Expense that is paid or
         currently payable in Cash.

                  "Certificate" means a certificate signed by a Senior Officer
         or Responsible Official (as applicable) of the Person providing the
         certificate.

                  "Change in Control" means (a) any transaction or series of
         related transactions in which any Unrelated Person or two or more
         Unrelated Persons acting in concert acquire beneficial ownership
         (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange
         Act of 1934, as amended), directly or indirectly, of 20% or more of the
         outstanding Common Stock, (b) Borrower consolidates with or merges into
         another Person or conveys, transfers or leases its properties and
         assets substantially as an entirety to any Person or any Person
         consolidates with or merges into Borrower, in either event pursuant to
         a transaction in which the outstanding Common Stock is changed into or
         exchanged for cash, securities or other property, with the effect that
         any Unrelated Person becomes the beneficial owner, directly or
         indirectly, of 20% or more of Common Stock or that the Persons who were
         the holders of Common Stock immediately prior to the transaction hold
         less than 80% of the common stock of the surviving corporation after
         the transaction, (c) during any period of 24 consecutive months,
         individuals who at the beginning of such period constituted the board
         of directors of Borrower (together with any new or replacement
         directors whose election by the board of directors, or whose nomination
         for election, was approved by a vote of at least a majority of the
         directors then still in office who were either directors at the
         beginning of such period or whose election or nomination for reelection
         was previously so 



                                      -8-
<PAGE>   15

         approved) cease for any reason to constitute a majority of the
         directors then in office or (d) a "change in control" as defined in any
         document governing Indebtedness of Borrower in excess of $5,000,000
         which gives the holders of such Indebtedness the right to accelerate or
         otherwise require payment of such Indebtedness prior to the maturity
         date thereof. For purposes of the foregoing, the term "Unrelated
         Person" means any Person other than (i) Richard Jaffe, Irving Jaffe,
         Neil Braverman, any Affiliate of any thereof and members of the
         immediate family of any thereof, (ii) a Subsidiary of Borrower or (iii)
         an employee stock ownership plan or other employee benefit plan
         covering the employees of Borrower and its Subsidiaries.

                  "Closing Date" means the time and Banking Day on which the
         conditions set forth in Section 8.1 are satisfied or waived. The
         Administrative Agent shall notify Borrower and the Lenders of the date
         that is the Closing Date.

                  "Code" means the Internal Revenue Code of 1986, as amended or
         replaced and as in effect from time to time.

                  "Collateral" means all of the collateral covered by the
         Collateral Documents.

                  "Collateral Agent" means Union Bank of California, N.A. when
         acting in its capacity as the Collateral Agent under the Intercreditor
         Agreement for the ratable benefit of the Secured Creditors identified
         therein, or any successor Collateral Agent.

                  "Collateral Documents" means, collectively, the Security
         Agreement, the Pledge Agreement and any other security agreement,
         pledge agreement, deed of trust, mortgage, notice to or acknowledgment
         of a registrar or depositary institution, control agreement or other
         collateral security agreement executed and delivered by Borrower or any
         of its Subsidiaries (and executed by any third party whose signature is
         necessary) to secure the Obligations.

                  "Commercial Letter of Credit" means each Letter of Credit
         issued to support the purchase of goods by Borrower which is determined
         to be a commercial letter of credit by the Issuing Lender.

                  "Commitments" means, collectively, the Revolving Commitment
         and the Term Commitment.

                                      -9-
<PAGE>   16

                  "Commitment Assignment and Acceptance" means a commitment
         assignment and acceptance substantially in the form of Exhibit A.

                  "Common Stock" means the common stock of Borrower or its
         successor.

                  "Compliance Certificate" means a certificate in the form of
         Exhibit B, properly completed and signed by a Senior Officer of
         Borrower.

                  "Contractual Obligation" means, as to any Person, any
         provision of any outstanding security issued by that Person or of any
         material agreement, instrument or undertaking to which that Person is a
         party or by which it or any of its Property is bound.

                  "Debtor Relief Laws" means the Bankruptcy Code of the United
         States of America, as amended from time to time, and all other
         applicable liquidation, conservatorship, bankruptcy, moratorium,
         rearrangement, receivership, insolvency, reorganization, or similar
         debtor relief Laws from time to time in effect affecting the rights of
         creditors generally.

                  "Default" means any event that, with the giving of any
         applicable notice or passage of time specified in Section 9.1, or both,
         would be an Event of Default.

                  "Default Rate" means the sum of (a) any incremental interest
         rate then in effect pursuant to Section 3.1(d) plus (b) the interest
         rate prescribed in Section 3.7.

                  "Designated Deposit Account" means a deposit account to be
         maintained by Borrower with Union Bank of California, N.A. or one of
         its Affiliates, as from time to time designated by Borrower by written
         notification to the Administrative Agent.

                  "Designated Eurodollar Market" means, with respect to any
         Eurodollar Rate Loan, the London Eurodollar Market.

                  "Disqualified Stock" means any capital stock, warrants,
         options or other rights to acquire capital stock (but excluding any
         debt security which is conver tible, or exchangeable, for capital
         stock), which, by its terms (or by the terms of any security into which
         it is convertible or for which it is exchangeable), or upon the
         happening of any event, matures or is mandatorily redeemable, 



                                      -10-
<PAGE>   17

         pursuant to a sinking fund obligation or otherwise, or is redeemable at
         the option of the holder thereof, in whole or in part, on or prior to
         the Maturity Date.

                  "Disposition" means the sale, transfer or other disposition in
         any single transaction or series of related transactions of any asset,
         or group of related assets, of Borrower or any of its Subsidiaries (a)
         which asset or assets constitute a line of business or substantially
         all the assets of Borrower or the Subsidiary or (b) the aggregate
         amount of the Net Cash Sales Proceeds of such assets is more than
         $500,000, other than (i) inventory or other assets sold or otherwise
         disposed of in the ordinary course of business of Borrower or its
         Subsidiary, (ii) equipment sold or otherwise disposed of where
         substantially similar equipment in replacement thereof has theretofore
         been acquired, or thereafter within 90 days is acquired, by Borrower or
         its Subsidiary and (iii) obsolete assets no longer useful in the
         business of Borrower and its Subsidiaries whose carrying value on the
         books of Borrower or such Subsidiary is zero or de minimus.

                  "Distribution" means, with respect to any shares of capital
         stock or any warrant or option to purchase an equity security or other
         equity security issued by a Person, (a) the retirement, redemption,
         purchase or other acquisition for Cash or for Property by such Person
         of any such security, (b) the declaration or (without duplication)
         payment by such Person of any dividend in Cash or in Property on or
         with respect to any such security, (c) any Investment by such Person in
         the holder of 5% or more of any such security if a purpose of such
         Investment is to avoid characterization of the transaction as a
         Distribution and (d) any other payment in Cash or Property by such
         Person constituting a distribution under applicable Laws with respect
         to such security.

                  "Dollars" or "$" means United States of America dollars.

                  "EBITDA" means, with respect to any fiscal period, the sum of
         (a) Net Income for that period, plus (b) any non-operating
         non-recurring loss reflected in such Net Income, including Borrower's
         non-recurring loss for the Fiscal Quarter ended December 31, 1998
         associated with the closure and relocation of certain of Borrower's
         facilities, minus (c) any non-operating non-recurring gain reflected in
         such Net Income, plus (d) Interest Expense of Borrower and its
         Subsidiaries for that period, plus (e) the aggregate amount of federal
         and state taxes on or measured by income of Borrower and its
         Subsidiaries for that period (whether or not payable during that
         period), minus (f) the aggregate amount of 



                                      -11-
<PAGE>   18

         federal and state credits against taxes on or measured by income of
         Borrower and its Subsidiaries for that period (whether or not usable
         during that period), plus (g) depreciation, amortization and all other
         non-cash expenses of Borrower and its Subsidiaries for that period,
         plus (h) payments in respect of the Synthetic Lease Outstandings (as
         defined in the Intercreditor Agreement), in each case as determined in
         accordance with GAAP, consistently applied.

                  "Eligible Assignee" means (a) another Lender, (b) with respect
         to any Lender, any Affiliate of that Lender, (c) any commercial bank
         having total assets of $1,000,000,000 or more, (d) any (i) savings
         bank, savings and loan association or similar financial institution or
         (ii) insurance company engaged in the business of writing insurance
         which, in either case (A) has total assets of $1,000,000,000 or more,
         (B) is engaged in the business of lending money and extending credit
         under credit facilities substantially similar to those extended under
         this Agreement and (C) is operationally and procedurally able to meet
         the obligations of a Lender hereunder to the same degree as a
         commercial bank and (e) any other financial institution (including a
         mutual fund or other fund) having total assets of $1,000,000,000 or
         more which meets the requirements set forth in subclauses (B) and (C)
         of clause (d) above; provided that each Eligible Assignee must either
         (aa) be organized under the Laws of the United States of America, any
         State thereof or the District of Columbia or (bb) be organized under
         the Laws of the Cayman Islands or any country which is a member of the
         Organization for Economic Cooperation and Development, or a political
         subdivision of such a country, and (i) act hereunder through a branch,
         agency or funding office located in the United States of America and
         (ii) be exempt from withholding of tax on interest and deliver the
         documents related thereto pursuant to Section 11.21.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, and any regulations issued pursuant thereto, as amended or
         replaced and as in effect from time to time.

                  "ERISA Affiliate" means each Person (whether or not
         incorporated) which is required to be aggregated with Borrower pursuant
         to Section 414 of the Code.

                  "Eurodollar Banking Day" means any Banking Day on which
         dealings in Dollar deposits are conducted by and among banks in the
         Designated Eurodollar Market.

                                      -12-
<PAGE>   19

                  "Eurodollar Lending Office" means, as to each Lender, its
         office or branch so designated by written notice to Borrower and the
         Administrative Agent as its Eurodollar Lending Office. If no Eurodollar
         Lending Office is designated by a Lender, its Eurodollar Lending Office
         shall be its office at its address for purposes of notices hereunder.

                  "Eurodollar Market" means a regular established market located
         outside the United States of America by and among banks for the
         solicitation, offer and acceptance of Dollar deposits in such banks.

                  "Eurodollar Obligations" means eurocurrency liabilities, as
         defined in Regulation D or any comparable regulation of any
         Governmental Agency having jurisdiction over any Lender.

                  "Eurodollar Period" means, as to each Eurodollar Rate Loan,
         the period commencing on the date specified by Borrower pursuant to
         Section 2.1(c) and ending 7, 14, or 21 days or 1, 2, 3 or 6 months (or,
         with the written consent of all of the Lenders, any other period)
         thereafter, as specified by Borrower in the applicable Request for
         Loan; provided that:

                           (a) The first day of any Eurodollar Period shall be a
                  Eurodollar Banking Day;

                           (b) Any Eurodollar Period that would otherwise end on
                  a day that is not a Eurodollar Banking Day shall be extended
                  to the immediately succeeding Eurodollar Banking Day unless
                  such Eurodollar Banking Day falls in another calendar month,
                  in which case such Eurodollar Period shall end on the
                  immediately preceding Eurodollar Banking Day;

                           (c) Borrower may not specify a Eurodollar Period with
                  respect to a Term Loan that extends beyond the next
                  Amortization Date unless the aggregate principal amount of the
                  Eurodollar Loans that are Term Loans having a Eurodollar
                  Period ending after such Amortization Date does not exceed the
                  outstanding amount of Term Loans (after giving effect to the
                  Amortization Amount to be paid on such Amortization Date); and

                           (d) No Eurodollar Period shall extend beyond the
                  Maturity Date.

                                      -13-
<PAGE>   20

                  "Eurodollar Rate" means, with respect to any Eurodollar Rate
         Loan, the average of the interest rates per annum (rounded upward, if
         necessary, to the next 1/16 of 1%) at which deposits in Dollars are
         offered to the Administrative Agent in the Designated Eurodollar Market
         at or about 11:00 a.m. local time in the Designated Eurodollar Market,
         two (2) Eurodollar Banking Days before the first day of the applicable
         Eurodollar Period in an aggregate amount approximately equal to the
         amount of the Advance to be made by the Administrative Agent with
         respect to such Eurodollar Rate Loan and for a period of time
         comparable to the number of days in the applicable Eurodollar Period.

                  "Eurodollar Rate Advance" means an Advance made hereunder and
         specified to be a Eurodollar Rate Advance in accordance with Article 2.

                  "Eurodollar Rate Loan" means a Loan made hereunder and
         specified to be a Eurodollar Rate Loan in accordance with Article 2.

                  "Event of Default" shall have the meaning provided in Section
         9.1.

                  "Existing Letters of Credit" means the letters of credit, if
         any, outstanding on the Closing Date listed on Schedule 2.4.

                  "Federal Funds Rate" means, as of any date of determination,
         the rate set forth in the weekly statistical release designated as
         H.15(519), or any successor publication, published by the Federal
         Reserve Board (including any such successor, "H.15(519)") for such date
         opposite the caption "Federal Funds (Effective)". If for any relevant
         date such rate is not yet published in H.15(519), the rate for such
         date will be the rate set forth in the daily statistical release
         designated as the Composite 3:30 p.m. Quotations for U.S. Government
         Securities, or any successor publication, published by the Federal
         Reserve Lender of New York (including any such successor, the
         "Composite 3:30 p.m. Quotation") for such date under the caption
         "Federal Funds Effective Rate". If on any relevant date the appropriate
         rate for such date is not yet published in either H.15(519) or the
         Composite 3:30 p.m. Quotations, the rate for such date will be the
         arithmetic mean of the rates for the last transaction in overnight
         Federal funds arranged prior to 9:00 a.m. (New York City time) on that
         date by each of three leading brokers of Federal funds transactions in
         New York City selected by the Administrative Agent. For purposes of
         this Agreement, any change in the Alternate Base Rate due to a change
         in the Federal Funds Rate 



                                      -14-
<PAGE>   21

         shall be effective as of the opening of business on the effective date
         of such change.

                  "Fiscal Quarter" means the fiscal quarter of Borrower ending
         on each March 31, June 30, September 30 and December 31.

                  "Fiscal Year" means the fiscal year of Borrower ending on each
         December 31.

                  "Fixed Charge Coverage Ratio" means, as of the last day of any
         Fiscal Quarter, the ratio of (a) EBITDA for the fiscal period
         consisting of the four (4) Fiscal Quarters ended on that date minus
         Capital Expenditures made by Borrower and its Subsidiaries during such
         fiscal period to (b) the sum of (i) Interest Expense of Borrower and
         its Subsidiaries for such fiscal period plus (ii) Cash Income Taxes of
         Borrower with respect to such fiscal period plus (iii) Cash dividends
         on Common Stock paid during such period plus (iv) the current portion
         of long-term debt of Borrower and its Subsidiaries on such date plus
         (v) the current portion of long-term lease obligations of Borrower and
         its Subsidiaries on such date plus (vi) payments in respect of the
         Synthetic Lease Outstandings (as defined in the Intercreditor
         Agreement).

                  "Foreign Subsidiary" means a Subsidiary of Borrower that (a)
         is organized under the Laws of a country (or political subdivision
         thereof) other than the United States of America and (b) holds all or
         substantially all of its assets outside the United States of America.

                  "GAAP" means, as of any date of determination, accounting
         principles (a) set forth as generally accepted in then currently
         effective Opinions of the Accounting Principles Board of the American
         Institute of Certified Public Accountants, (b) set forth as generally
         accepted in then currently effective Statements of the Financial
         Accounting Standards Board or (c) that are then approved by such other
         entity as may be approved by a significant segment of the accounting
         profession in the United States of America. The term "consistently
         applied," as used in connection therewith, means that the accounting
         principles applied are consistent in all material respects with those
         applied at prior dates or for prior periods.

                  "Government Securities" means readily marketable (a) direct
         full faith and credit obligations of the United States of America or
         obligations guaranteed by the full faith and credit of the United
         States of America and (b) obligations 



                                      -15-
<PAGE>   22

         of an agency or instrumentality of, or corporation owned, controlled or
         sponsored by, the United States of America that are generally
         considered in the securities industry to be implicit obligations of the
         United States of America.

                  "Governmental Agency" means (a) any international, foreign,
         federal, state, county or municipal government, or political
         subdivision thereof, (b) any governmental or quasi-governmental agency,
         authority, board, bureau, commission, department, instrumentality or
         public body or (c) any court or administrative tribunal of competent
         jurisdiction.

                  "Guaranty Obligation" means, as to any Person, any (a)
         guarantee by that Person of Indebtedness of, or other obligation
         performable by, any other Person or (b) assurance given by that Person
         to an obligee of any other Person with respect to the performance of an
         obligation by, or the financial condition of, such other Person,
         whether direct, indirect or contingent, including any purchase or
         repurchase agreement covering such obligation or any collateral
         security therefor, any agreement to provide funds (by means of loans,
         capital contributions or otherwise) to such other Person, any agreement
         to support the solvency or level of any balance sheet item of such
         other Person or any "keep-well" or other arrangement of whatever nature
         given for the purpose of assuring or holding harmless such obligee
         against loss with respect to any obligation of such other Person;
         provided, however, that the term Guaranty Obligation shall not include
         endorsements of instruments for deposit or collection in the ordinary
         course of business. The amount of any Guaranty Obligation in respect of
         Indebtedness shall be deemed to be an amount equal to the stated or
         determinable amount of the related Indebtedness (unless the Guaranty
         Obligation is limited by its terms to a lesser amount, in which case to
         the extent of such amount) or, if not stated or determinable, the
         maximum reasonably anticipated liability in respect thereof as
         determined by the Person in good faith. The amount of any other
         Guaranty Obligation shall be deemed to be zero unless and until the
         amount thereof has been (or in accordance with Financial Accounting
         Standards Board Statement No. 5 should be) quantified and reflected or
         disclosed in the consolidated financial statements (or notes thereto)
         of Borrower.

                  "Hazardous Materials" means substances defined as "hazardous
         substances" pursuant to the Comprehensive Environmental Response,
         Compensation and Liability Act of 1980, 42 U.S.C. Section 9601 et seq.,
         or as "hazardous", "toxic" or "pollutant" substances or as "solid
         waste" pursuant to the Hazardous Materials Transportation Act, 49
         U.S.C. Section 1801, et seq., the 



                                      -16-
<PAGE>   23

         Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et
         seq., or as "friable asbestos" pursuant to the Toxic Substances Control
         Act, 15 U.S.C. Section 2601 et seq. or any other applicable Hazardous
         Materials Law, in each case as such Laws are amended from time to time.

                  "Hazardous Materials Laws" means all Laws governing the
         treatment, transportation or disposal of Hazardous Materials applicable
         to any of the Real Property.

                  "Indebtedness" means, as to any Person (without duplication),
         (a) indebtedness of such Person for borrowed money or for the deferred
         purchase price of Property (excluding trade and other accounts payable
         in the ordinary course of business in accordance with ordinary trade
         terms), including any Guaranty Obligation for any such indebtedness,
         (b) indebtedness of such Person of the nature described in clause (a)
         that is non-recourse to the credit of such Person but is secured by
         assets of such Person, to the extent of the fair market value of such
         assets as determined in good faith by such Person, (c) Capital Lease
         Obligations of such Person, (d) indebtedness of such Person arising
         under bankers' acceptance facilities or under facilities for the
         discount of accounts receivable of such Person, (e) any direct or
         contingent obligations of such Person under letters of credit issued
         for the account of such Person, (f) any net obligations of such Person
         under Interest Rate Protection Agreements and (g) indebtedness,
         liabilities and obligations of such Person in respect of the Noteholder
         Outstandings or the Synthetic Lease Outstandings (as such terms are
         defined in the Intercreditor Agreement). In no event shall the
         obligations of any Person in connection with foreign exchange contracts
         constitute "Indebtedness".

                  "Intangible Assets" means assets that are considered
         intangible assets under GAAP, including customer lists, goodwill,
         covenants not to compete, copyrights, trade names, trademarks and
         patents.

                  "Intercreditor Agreement" means the intercreditor and
         collateral agency agreement to be executed and delivered pursuant to
         Article 8 by Borrower, the Subsidiary Guarantors, the Administrative
         Agent and the representatives of Borrower's other secured creditors
         identified more particularly therein, in the form of Exhibit C, either
         as originally executed or as it may from time to time be supplemented,
         modified, amended, extended or supplanted.

                  "Interest Coverage Ratio" means, as of the last day of any
         Fiscal Quarter, the ratio of (a) EBITDA for the fiscal period
         consisting of the four (4) Fiscal 



                                      -17-
<PAGE>   24

         Quarters ended on such date to (b) the sum of (i) Interest Expense of
         Borrower and its Subsidiaries for such fiscal period and (ii) payments
         by Borrower and its Subsidiaries for such fiscal period in respect of
         the Synthetic Lease Outstandings (as defined in the Intercreditor
         Agreement).

                  "Interest Expense" means, with respect to any Person and as of
         the last day of any fiscal period, the sum of (a) all interest, fees,
         charges and related expenses (in each case as such expenses are
         calculated according to GAAP) paid or payable (without duplication) for
         that fiscal period by that Person to a lender in connection with
         borrowed money (including any obligations for fees, charges and related
         expenses payable to the issuer of any letter of credit) or the deferred
         purchase price of assets that are considered "interest expense" under
         GAAP plus (b) the portion of rent paid or payable (without duplication)
         for that fiscal period by that Person under Capital Lease Obligations
         that should be treated as interest in accordance with Financial
         Accounting Standards Board Statement No. 13.

                  "Interest Rate Protection Agreement" means a written agreement
         between Borrower and one or more financial institutions providing for
         "swap", "cap", "collar" or other interest rate protection with respect
         to any Indebtedness.

                  "Investment" means, when used in connection with any Person,
         any investment by or of that Person, whether by means of purchase or
         other acquisition of stock or other securities of any other Person or
         by means of a loan, advance creating a debt, capital contribution,
         guaranty or other debt or equity participation or interest in any other
         Person, including any partnership and joint venture interests of such
         Person. The amount of any Investment shall be the amount actually
         invested (minus any return of capital with respect to such Investment
         which has actually been received in Cash or has been converted into
         Cash), without adjustment for subsequent increases or decreases in the
         value of such Investment.

                  "Issuing Lender" means Union Bank of California, N.A.

                  "Joint Venture" means any Investment by Borrower in any Person
         that is not a Wholly-Owned Subsidiary of Borrower, which Person is
         engaged in the same or a similar line of business as Borrower.

                                      -18-
<PAGE>   25

                  "Laws" means, collectively, all international, foreign,
         federal, state and local statutes, treaties, rules, regulations,
         ordinances, codes and administrative or judicial precedents.

                  "Lender" means each lender whose name is set forth in the
         signature pages of this Agreement and each lender which may hereafter
         become a party to this Agreement pursuant to Section 11.8.

                  "Letters of Credit" means (a) the Existing Letters of Credit
         and (b) any of the Commercial Letters of Credit or Standby Letters of
         Credit issued by the Issuing Lender under the Revolving Commitment
         pursuant to Section 2.4, either as originally issued or as the same may
         be supplemented, modified, amended, renewed, extended or supplanted.

                  "Leverage Ratio" means, as of the last day of any Fiscal
         Quarter, the ratio of (a) the sum of (i) all Indebtedness of Borrower
         and its Subsidiaries on that date other than Indebtedness evidenced by
         the Revolving Notes plus (ii) the average daily balance of Indebtedness
         evidenced by the Revolving Notes for such Fiscal Quarter (or, if such
         Fiscal Quarter commenced prior to the Closing Date, for the period
         commencing on the Closing Date and ended on the last day of such Fiscal
         Quarter) to (b) EBITDA for the fiscal period consisting of the four (4)
         Fiscal Quarters ended on that date.

                  "Lien" means any mortgage, deed of trust, pledge,
         hypothecation, assignment for security, security interest, encumbrance,
         lien or charge of any kind, whether voluntarily incurred or arising by
         operation of Law or otherwise, affecting any Property, including any
         conditional sale or other title retention agreement, any lease in the
         nature of a security interest, and/or the filing of any financing
         statement (other than a precautionary financing statement with respect
         to a lease that is not in the nature of a security interest) under the
         Uniform Commercial Code or comparable Law of any jurisdiction with
         respect to any Property.

                  "Loan" means the aggregate of the Advances made at any one
         time by the Lenders pursuant to Section 2.1.

                  "Loan Documents" means, collectively, this Agreement, the
         Notes, the Subsidiary Guaranty, the Collateral Documents, the
         Intercreditor Agreement and any other agreements of any type or nature
         hereafter executed and delivered by Borrower or any of the Subsidiary
         Guarantors to the Administrative Agent or 



                                      -19-
<PAGE>   26

         to any Lender in any way relating to or in furtherance of this
         Agreement, in each case either as originally executed or as the same
         may from time to time be supplemented, modified, amended, restated,
         extended or supplanted.

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

                  "Material Adverse Effect" means any set of circumstances or
         events which (a) has had or could reasonably be expected to have any
         material adverse effect whatsoever upon the validity or enforceability
         of any Loan Document, (b) has been or could reasonably be expected to
         be material and adverse to the business or condition (financial or
         otherwise) of Borrower and its Subsidiaries, taken as a whole or (c)
         has materially impaired or could reasonably be expected to materially
         impair the ability of Borrower to perform the Obligations.

                  "Maturity Date" means the fifth anniversary of the first
         Quarterly Payment Date after the Closing Date.

                  "Monthly Payment Date" means the last day of each calendar
         month.

                  "Multiemployer Plan" means any employee benefit plan of the
         type described in Section 4001(a)(3) of ERISA to which Borrower or any
         of its ERISA Affiliates contributes or is obligated to contribute.

                  "Negative Pledge" means a Contractual Obligation which
         contains a covenant binding on Borrower or any of its Subsidiaries that
         prohibits Liens on any of its Property, other than (a) any such
         covenant contained in a Contractual Obligation granting or relating to
         a particular Lien which affects only the Property that is the subject
         of such Lien and (b) any such covenant that does not apply to Liens
         securing the Obligations.

                  "Net Cash Issuance Proceeds" means, with respect to the
         issuance of any debt security or equity security by Borrower or any of
         its Subsidiaries, the Cash proceeds received by or for the account of
         Borrower or such Subsidiary in consideration of such issuance net of
         (a) underwriting discounts and commissions actually paid to any Person
         not an Affiliate of Borrower and (b) professional fees and
         disbursements actually paid in connection therewith.

                  "Net Cash Sales Proceeds" means, with respect to any
         Disposition, the sum of (a) the Cash proceeds received by or for the
         account of Borrower and its 



                                      -20-
<PAGE>   27

         Subsidiaries from such Disposition plus (b) the amount of Cash received
         by or for the account of Borrower and its Subsidiaries upon the sale,
         collection or other liquidation of any proceeds that are not Cash from
         such Disposition, in each case net of (i) any amount required to be
         paid to any Person owning an interest in the assets disposed of, (ii)
         any amount applied to the repayment of Indebtedness secured by a Lien
         permitted under Section 6.9 on the asset disposed of, (iii) any
         transfer, income or other taxes payable as a result of such
         Disposition, (iv) professional fees and expenses, fees due to any
         Governmental Agency, broker's commissions and other out-of-pocket costs
         of sale actually paid to any Person that is not an Affiliate of
         Borrower attributable to such Disposition and (v) any reserves
         established in accordance with GAAP in connection with such
         Disposition.

                  "Net Income" means, with respect to any fiscal period, the
         consolidated net income of Borrower and its Subsidiaries for that
         period, determined in accordance with GAAP, consistently applied.

                  "Note" means any of the Revolving Notes or the Term Notes, and
         "Notes" means, collectively, the Revolving Notes and the Term Notes.

                  "Obligations" means all present and future obligations of
         every kind or nature of Borrower or any of the Subsidiary Guarantors at
         any time and from time to time owed to the Administrative Agent or the
         Lenders or any one or more of them, under any one or more of the Loan
         Documents, whether due or to become due, matured or unmatured,
         liquidated or unliquidated, or contingent or noncontingent, including
         obligations of performance as well as obligations of payment, and
         including interest that accrues after the commencement of any
         proceeding under any Debtor Relief Law by or against Borrower or any of
         the Subsidiary Guarantors.

                  "Opinion of Counsel" means the favorable written legal opinion
         of Morgan, Lewis & Bockius LLP, special counsel to Borrower,
         substantially in the form of Exhibit D, together with copies of factual
         certificates and legal opinions, if any, delivered to such counsel in
         connection with such opinion upon which such counsel has relied.

                  "Original Credit Agreement" means that certain Amended and
         Restated Loan Agreement dated as of May 4, 1998, as amended, between
         Borrower and Union Bank of California, N.A.

                                      -21-
<PAGE>   28

                  "Party" means any Person other than the Administrative Agent
         and the Lenders, which now or hereafter is a party to any of the Loan
         Documents.

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
         successor thereof established under ERISA.

                  "Pension Plan" means any "employee pension benefit plan" (as
         such term is defined in Section 3(2) of ERISA), other than a
         Multiemployer Plan, which is subject to Title IV of ERISA and is
         maintained by Borrower or to which Borrower contributes or has an
         obligation to contribute.

                  "Permitted Encumbrances" means:

                           (a) Inchoate Liens incident to construction on or
         maintenance of Property; or Liens incident to construction on or
         maintenance of Property now or hereafter filed of record for which
         adequate reserves have been set aside (or deposits made pursuant to
         applicable Law) and which are being contested in good faith by
         appropriate proceedings and have not proceeded to judgment,
         provided that, by reason of nonpayment of the obligations secured by
         such Liens, no such Property is subject to a material impending risk of
         loss or forfeiture;

                           (b) Liens for taxes and assessments on Property which
         are not yet past due; or Liens for taxes and assessments on Property
         for which adequate reserves have been set aside and are being contested
         in good faith by appropriate proceedings and have not proceeded to
         judgment, provided that, by reason of nonpayment of the obligations
         secured by such Liens, no such Property is subject to a material
         impending risk of loss or forfeiture;

                           (c) defects and irregularities in title to any
         Property which in the aggregate do not materially impair the fair
         market value or use of the Property for the purposes for which it is or
         may reasonably be expected to be held;

                           (d) easements, exceptions, reservations, or other
         agreements for the purpose of pipelines, conduits, cables, wire
         communication lines, power lines and substations, streets, trails,
         walkways, drainage, irrigation, water, and sewerage purposes, dikes,
         canals, ditches, the removal of oil, gas, coal, or other minerals, and
         other like purposes affecting Property which in the aggregate do 



                                      -22-
<PAGE>   29

         not materially burden or impair the fair market value or use of such
         Property for the purposes for which it is or may reasonably be expected
         to be held;

                           (e) easements, exceptions, reservations, or other
         agreements for the purpose of facilitating the joint or common use of
         Property in or adjacent to a shopping center or similar project
         affecting Property which in the aggregate do not materially burden or
         impair the fair market value or use of such Property for the purposes
         for which it is or may reasonably be expected to be held;

                           (f) rights reserved to or vested in any Governmental
         Agency to control or regulate, or obligations or duties to any
         Governmental Agency with respect to, the use of any Property;

                           (g) rights reserved to or vested in any Governmental
         Agency to control or regulate, or obligations or duties to any
         Governmental Agency with respect to, any right, power, franchise,
         grant, license, or permit;

                           (h) present or future zoning laws and ordinances or
         other laws and ordinances restricting the occupancy, use, or enjoyment
         of Property;

                           (i) statutory Liens, other than those described in
         clauses (a) or (b) above, arising in the ordinary course of business
         with respect to obligations which are not delinquent or are being
         contested in good faith, provided that, if delinquent, adequate
         reserves have been set aside with respect thereto and, by reason of
         nonpayment, no Property is subject to a material impending risk of loss
         or forfeiture;

                           (j) covenants, conditions, and restrictions affecting
         the use of Property which in the aggregate do not materially impair the
         fair market value or use of the Property for the purposes for which it
         is or may reasonably be expected to be held;

                           (k) rights of tenants under leases and rental
         agreements covering Property entered into in the ordinary course of
         business of the Person owning such Property;

                           (l) Liens consisting of pledges or deposits to secure
         obligations under workers' compensation laws or similar legislation,
         including Liens of judgments thereunder which are not currently
         dischargeable;

                                      -23-
<PAGE>   30

                           (m) Liens consisting of pledges or deposits of
         Property to secure performance in connection with operating leases made
         in the ordinary course of business, provided the aggregate value of all
         such pledges and deposits in connection with any such lease does not at
         any time exceed 20% of the annual fixed rentals payable under such
         lease;

                           (n) Liens consisting of deposits of Property to
         secure bids made with respect to, or performance of, contracts (other
         than contracts creating or evidencing an extension of credit to the
         depositor);

                           (o) Liens consisting of any right of offset, or
         statutory bankers' lien, on bank deposit accounts maintained in the
         ordinary course of business so long as such bank deposit accounts are
         not established or maintained for the purpose of providing such right
         of offset or bankers' lien;

                           (p) Liens consisting of deposits of Property to
         secure statutory obligations of Borrower;

                           (q) Liens consisting of deposits of Property to
         secure (or in lieu of) surety, appeal or customs bonds;

                           (r) Liens created by or resulting from any litigation
         or legal proceeding in the ordinary course of business which is
         currently being contested in good faith by appropriate proceedings,
         provided that, adequate reserves have been set aside and no material
         Property is subject to a material impending risk of loss or forfeiture;
         and

                           (s) other non-consensual Liens incurred in the
         ordinary course of business but not in connection with the incurrence
         of any Indebtedness, which do not in the aggregate, when taken together
         with all other Liens, materially impair the fair market value or use of
         the Property for the purposes for which it is or may reasonably be
         expected to be held.

                  "Permitted Right of Others" means a Right of Others consisting
         of (a) an interest (other than a legal or equitable co-ownership
         interest, an option or right to acquire a legal or equitable
         co-ownership interest and any interest of a ground lessor under a
         ground lease), that does not materially impair the fair market value or
         use of Property for the purposes for which it is or may reasonably be
         expected to be held, (b) an option or right to acquire a Lien that
         would be a Permitted Encumbrance, (c) the subordination of a lease or
         sublease in favor of 



                                      -24-
<PAGE>   31

         a financing entity and (d) a license, or similar right, of or to
         Intangible Assets granted in the ordinary course of business.

                  "Person" means any individual or entity, including a trustee,
         corporation, limited liability company, general partnership, limited
         partnership, joint stock company, trust, estate, unincorporated
         organization, business association, firm, joint venture, Governmental
         Agency, or other entity.

                  "Pledge Agreement" means the pledge agreement to be executed
         and delivered pursuant to Article 8 by Borrower, in the form of Exhibit
         E, either as originally executed or as it may from time to time be
         supplemented, modified, amended, extended or supplanted.

                  "Pledged Collateral" means (a) the certificates evidencing
         100% of the shares of capital stock held by Borrower in all Significant
         Domestic Subsidiaries and (b) certificates evidencing 65% of the shares
         of capital stock held by Borrower in all Significant Foreign
         Subsidiaries other than Safeskin Corporation (Malaysia) SDN BHD.

                  "Pricing Certificate" means a certificate in the form of
         Exhibit F, properly completed and signed by a Senior Officer of
         Borrower.

                  "Pricing Period" means (a) the period commencing on the
         Closing Date and ending on August 15, November 15, February 15 or May
         15, whichever first occurs, (b) the period commencing on each August 16
         and ending on the next following November 15, (c) the period commencing
         on each November 16 and ending on the next following February 15, (d)
         the period commencing on each February 16 and ending on the next
         following May 15 and (e) the period commencing on each May 16 and
         ending on the next following August 15.

                  "Prime Rate" means the rate of interest publicly announced
         from time to time by the Administrative Agent in San Francisco,
         California (or other headquarters city of the Administrative Agent), as
         its "reference rate." The "reference rate" is one of several base rates
         used by the Administrative Agent and serves as the basis upon which
         effective rates of interest are calculated for loans and other credits
         making reference thereto. The "reference rate" is not necessarily the
         lowest base interest rate used by the Administrative Agent. The
         "reference rate" is evidenced by the recording thereof after its
         announcement in such internal publication or publications as the
         Administrative Agent may designate. Any change in the Prime Rate
         announced by the Administrative 



                                      -25-
<PAGE>   32

         Agent shall take effect at the opening of business on the day specified
         in the public announcement of such change.

                  "Projections" means the projected financial information to be
         prepared by Borrower and to be contained in the Confidential Offering
         Memorandum furnished to the Lenders as part of the syndication process
         referred to in Section 5.14.

                  "Property" means any interest in any kind of property or
         asset, whether real, personal or mixed, or tangible or intangible.

                  "Pro Rata Share" means, with respect to each Lender, the
         percentage of the Revolving Commitment and Term Commitment set forth
         opposite the name of that Lender on Schedule 1.1, as such percentage
         may be increased or decreased pursuant to a Commitment Assignment and
         Acceptance executed in accordance with Section 11.8.

                  "Quarterly Payment Date" means each June 30, September 30,
         December 31 and March 31, commencing with June 30, 1999.

                  "Real Property" means, as of any date of determination, all
         real property then or theretofore owned, leased or occupied by any of
         Borrower.

                  "Regulation D" means Regulation D, as at any time amended, of
         the Board of Governors of the Federal Reserve System, or any other
         regulation in substance substituted therefor.

                  "Regulation U" means Regulation U, as at any time amended, of
         the Board of Governors of the Federal Reserve System, or any other
         regulation in substance substituted therefor.

                  "Request for Letter of Credit" means a written request for a
         Letter of Credit substantially in the form of Exhibit G, signed by a
         Responsible Official of Borrower and properly completed to provide all
         information required to be included therein.

                  "Request for Loan" means a written request for a Loan
         substantially in the form of Exhibit H, signed by a Responsible
         Official of Borrower, on behalf of Borrower, and properly completed to
         provide all information required to be included therein.

                                      -26-
<PAGE>   33

                  "Requirement of Law" means, as to any Person, the articles or
         certificate of incorporation and by-laws or other organizational or
         governing documents of such Person, and any Law, or judgment, award,
         decree, writ or determination of a Governmental Agency, in each case
         applicable to or binding upon such Person or any of its Property or to
         which such Person or any of its Property is subject.

                  "Requisite Lenders" means (a) as of any date of determination
         if the Commitments are then in effect, Lenders having in the aggregate
         66-2/3% or more of the Commitments then in effect and (b) as of any
         date of determination if the Commitments have then been suspended or
         terminated and there is then any Indebtedness evidenced by the Notes,
         Lenders holding Notes evidencing in the aggregate 66-2/3% or more of
         the aggregate Indebtedness then evidenced by the Notes.

                  "Responsible Official" means (a) any Senior Officer of
         Borrower and (b) any other responsible official of Borrower so
         designated in a written notice thereof from a Senior Officer to the
         Administrative Agent. The Lenders shall be entitled to conclusively
         rely upon any document or certificate that is signed or executed by a
         Responsible Official of Borrower or any of its Subsidiaries as having
         been authorized by all necessary corporate, partnership and/or other
         action on the part of Borrower or such Subsidiary.

                  "Revolving Commitment" means, subject to Section 2.5,
         $40,000,000. The respective Pro Rata Shares of the Lenders with respect
         to the Revolving Commitment are set forth in Schedule 1.1.

                  "Revolving Loan" means a Loan made under the Revolving
         Commitment.

                  "Revolving Note" means any of the promissory notes made by
         Borrower to a Lender evidencing Advances under that Lender's Pro Rata
         Share of the Revolving Commitment, substantially in the form of Exhibit
         I, either as originally executed or as the same may from time to time
         be supplemented, modified, amended, renewed, extended or supplanted.

                  "Right of Others" means, as to any Property in which a Person
         has an interest, any legal or equitable right, title or other interest
         (other than a Lien) held by any other Person in that Property, and any
         option or right held by any other Person to acquire any such right,
         title or other interest in that Property, including any option or right
         to acquire a Lien; provided, however, that (a) no 



                                      -27-
<PAGE>   34

         covenant restricting the use or disposition of Property of such Person
         contained in any Contractual Obligation of such Person and (b) no
         provision contained in a contract creating a right of payment or
         performance in favor of a Person that conditions, limits, restricts,
         diminishes, transfers or terminates such right shall be deemed to
         constitute a Right of Others.

                  "Security Agreement" means the security agreement to be
         executed and delivered pursuant to Article 8 by Borrower and the
         Subsidiary Guarantors, in the form of Exhibit J, either as originally
         executed or as it may from time to time be supplemented, modified,
         amended, extended or supplanted.

                  "Senior Officer" means (a) the chief executive officer, (b)
         the president, (c) any executive vice president, (d) the chief
         financial officer or (e) the treasurer, in each case of Borrower.

                  "Significant Domestic Subsidiary" means a Significant
         Subsidiary that is not a Foreign Subsidiary.

                  "Significant Foreign Subsidiary" means a Foreign Subsidiary
         that is a Significant Subsidiary.

                  "Significant Subsidiary" means a Subsidiary that either (i)
had net income for the Fiscal Year then most recently ended in excess of 5% of
Net Income for such Fiscal Year or (ii) had assets in excess of 5% of the total
assets of Borrower and its Subsidiaries on a consolidated basis as at the end of
the Fiscal Year then most recently ended.

                  "Special Eurodollar Circumstance" means the application or
adoption after the Closing Date of any Law or interpretation, or any change
therein or thereof, or any change in the interpretation or administration
thereof by any Governmental Agency, central bank or comparable authority charged
with the interpretation or administration thereof, or compliance by any Lender
or its Eurodollar Lending Office with any request or directive (whether or not
having the force of Law) of any such Governmental Agency, central bank or
comparable authority.

                  "Standby Letter of Credit" means each Letter of Credit that is
not a Commercial Letter of Credit.

                  "Stockholders' Equity" means, as of any date of determination
and with respect to any Person, the consolidated stockholders' equity of the
Person as of that 



                                      -28-
<PAGE>   35

date determined in accordance with GAAP; provided that there shall be excluded
from Stockholders' Equity any amount attributable to Disqualified Stock.

                  "Subordinated Obligations" means any Indebtedness of Borrower
that (a) does not have any scheduled principal payment, mandatory principal
prepayment or sinking fund payment due prior to the date that is one year after
the Maturity Date, (b) is not secured by any Lien on any Property of Borrower or
any of its Subsidiaries, (c) is not guarantied by any Subsidiary of Borrower,
(d) is subordinated by its terms in right of payment to the Obligations pursuant
to provisions acceptable to the Requisite Lenders, (e) is subject to such
financial and other covenants and events of defaults as may be acceptable to the
Requisite Lenders and (f) is subject to customary interest blockage and delayed
acceleration provisions as may be acceptable to the Requisite Lenders.

                  "Subsidiary" means, as of any date of determination and with
respect to any Person, any corporation, limited liability company or partnership
(whether or not, in any case, characterized as such or as a "joint venture"),
whether now existing or hereafter organized or acquired: (a) in the case of a
corporation or limited liability company, of which a majority of the securities
having ordinary voting power for the election of directors or other governing
body (other than securities having such power only by reason of the happening of
a contingency) are at the time beneficially owned by such Person and/or one or
more Subsidiaries of such Person, or (b) in the case of a partnership, of which
a majority of the partnership or other ownership interests are at the time
beneficially owned by such Person and/or one or more of its Subsidiaries.

                  "Subsidiary Guarantors" means all Significant Domestic
Subsidiaries.

                  "Subsidiary Guaranty" means the continuing guaranty of the
Obligations to be executed and delivered pursuant to Article 8 by the Subsidiary
Guarantors, in the form of Exhibit K, either as originally executed or as it may
from time to time be supplemented, modified, amended, extended or supplanted.

                  "Tangible Net Worth" means, as of the last day of any Fiscal
Quarter, (a) Stockholders' Equity of Borrower and its Subsidiaries on such date
minus (b) all Intangible Assets of Borrower and its Subsidiaries on such date.

                  "Term Commitment" means $60,000,000. The respective Pro Rata
Shares of the Lenders with respect to the Term Commitment are set forth in
Schedule 1.1.

                                      -29-
<PAGE>   36

                  "Term Loan" means a Loan made under the Term Commitment.

                  "Term Note" means any of the promissory notes made by Borrower
to a Lender evidencing Advances under that Lender's Pro Rata Share of the Term
Commitment, substantially in the form of Exhibit L, either as originally
executed or as the same may from time to time be supplemented, modified,
amended, renewed, extended or supplanted.

                  "to the best knowledge of" means, when modifying a
representation, warranty or other statement of any Person, that the fact or
situation described therein is known by the Person (or, in the case of a Person
other than a natural Person, known by a Responsible Official of that Person)
making the representation, warranty or other statement, or with the exercise of
reasonable due diligence under the circumstances (in accordance with the
standard of what a reasonable Person in similar circumstances would have done)
would have been known by the Person (or, in the case of a Person other than a
natural Person, would have been known by a Responsible Official of that Person).

                  "type", when used with respect to any Loan or Advance, means
the designation of whether such Loan or Advance is an Alternate Base Rate Loan
or Advance, or a Eurodollar Rate Loan or Advance.

                  "Wholly-Owned Subsidiary" means a Subsidiary of Borrower, 100%
of the capital stock or other equity interest of which is owned, directly or
indirectly, by Borrower, except for director's qualifying shares required by
applicable Laws.

                  1.2 Use of Defined Terms. Any defined term used in the plural
shall refer to all members of the relevant class, and any defined term used in
the singular shall refer to any one or more of the members of the relevant
class.

                  1.3 Accounting Terms. All accounting terms not specifically
defined in this Agreement shall be construed in conformity with, and all
financial data required to be submitted by this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, except as otherwise
specifically prescribed herein. In the event that GAAP changes during the term
of this Agreement such that the covenants contained in Sections 6.12 through
6.17, inclusive, would then be calculated in a different manner or with
different components, (a) Borrower and the Lenders agree to amend this Agreement
in such respects as are necessary to conform those covenants as criteria for
evaluating Borrower's financial condition to substantially the same criteria as
were effective prior to such change in GAAP and (b) Borrower shall be deemed to



                                      -30-
<PAGE>   37

be in compliance with the covenants contained in the aforesaid Sections if and
to the extent that Borrower would have been in compliance therewith under GAAP
as in effect immediately prior to such change, but shall have the obligation to
deliver each of the materials described in Article 7 to the Administrative Agent
and the Lenders, on the dates therein specified, with financial data presented
in a manner which conforms with GAAP as in effect immediately prior to such
change.

                  1.4 Rounding. Any financial ratios required to be maintained
by Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed in this
Agreement and rounding the result up or down to the nearest number (with a
round-up if there is no nearest number) to the number of places by which such
ratio is expressed in this Agreement.

                  1.5 Exhibits and Schedules. All Exhibits and Schedules to this
Agreement, either as originally existing or as the same may from time to time be
supplemented, modified or amended, are incorporated herein by this reference. A
matter disclosed on any Schedule shall be deemed disclosed on all Schedules.

                  1.6 References to "Borrower and its Subsidiaries". Any
reference herein to "Borrower and its Subsidiaries" or the like shall refer
solely to Borrower during such times, if any, as Borrower shall have no
Subsidiaries.

                  1.7 Miscellaneous Terms. The term "or" is disjunctive; the
term "and" is conjunctive. The term "shall" is mandatory; the term "may" is
permissive. Masculine terms also apply to females; feminine terms also apply to
males. The term "including" is by way of example and not limitation.

                                      -31-
<PAGE>   38



                                    Article 2
                           LOANS AND LETTERS OF CREDIT


                  2.1 Loans-General.

                           (a) Subject to the terms and conditions set forth in
         this Agreement, at any time and from time to time from the Closing Date
         through the Maturity Date, each Lender shall, pro rata according to
         that Lender's Pro Rata Share of the then applicable Revolving
         Commitment, make Advances to Borrower under the Revolving Commitment in
         such amounts as Borrower may request that do not result in the sum of
         (i) the aggregate principal amount outstanding under the Revolving
         Notes and (ii) the Aggregate Effective Amount of all outstanding
         Letters of Credit to exceed the Revolving Commitment. Subject to the
         limitations set forth herein, Borrower may borrow, repay and reborrow
         under the Revolving Commitment without premium or penalty.

                           (b) Subject to the terms and conditions set forth in
         this Agreement, on the Closing Date, each Lender shall, pro rata
         according to that Lender's Pro Rata Share of the Term Commitment, make
         an Advance to Borrower under the Term Commitment such that the
         aggregate of all such Advances equals the Term Commitment. Amounts
         repaid under the Term Commitment may not be reborrowed.

                           (c) Subject to the next sentence, each Loan shall be
         made pursuant to a Request for Loan which shall specify the requested
         (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan,
         and (iv) in the case of a Eurodollar Rate Loan, the Eurodollar Period
         for such Loan. Unless the Administrative Agent has notified, in its
         sole and absolute discretion, Borrower to the contrary, a Loan may be
         requested by telephone by a Responsible Official of Borrower, in which
         case Borrower shall confirm such request by promptly delivering a
         Request for Loan (conforming to the preceding sentence) in person or by
         telecopier to the Administrative Agent. The Administrative Agent shall
         incur no liability whatsoever hereunder in acting upon any telephonic
         request for Loan purportedly made by a Responsible Official of
         Borrower, and Borrower hereby agrees to indemnify the Administrative
         Agent from any loss, cost, expense or liability as a result of so
         acting.

                           (d) Promptly following receipt of a Request for Loan,
         the Administrative Agent shall notify each Lender by telephone or
         telecopier (and if 



                                      -32-
<PAGE>   39

         by telephone, promptly confirmed by telecopier) of the date and type of
         the Loan, the applicable Eurodollar Period, and that Lender's Pro Rata
         Share of the Loan. Not later than 10:00 a.m., California time, on the
         date specified for any Loan (which must be a Banking Day), each Lender
         shall make its Pro Rata Share of the Loan in immediately available
         funds available to the Administrative Agent at the Administrative
         Agent's Office. Upon satisfaction or waiver of the applicable
         conditions set forth in Article 8, all Advances shall be credited on
         that date in immediately available funds to the Designated Deposit
         Account.

                           (e) Unless the Requisite Lenders otherwise consent,
         each Alternate Base Rate Loan shall be not less than $1,000,000 and in
         an integral multiple of $100,000 and each Eurodollar Rate Loan shall be
         not less than $3,000,000 and in an integral multiple of $1,000,000.

                           (f) Notwithstanding Section 2.1(c), during the period
         commencing on the Closing Date and ending on the earlier of (i) six (6)
         months after the Closing Date or (ii) the completion of the syndication
         process referred to in Section 5.14, Borrower may not request a
         Eurodollar Rate Loan with a Eurodollar Period longer than one (1)
         month.

                           (g) The Advances made by each Lender under the
         Revolving Commitment shall be evidenced by that Lender's Revolving
         Note. The Advances made by each Lender under the Term Commitment shall
         be evidenced by that Lender's Term Note.

                           (h) A Request for Loan shall be irrevocable upon the
         Administrative Agent's first notification thereof.

                           (i) If no Request for Loan (or telephonic request for
         Loan referred to in the second sentence of Section 2.1(c), if
         applicable) has been made within the requisite notice periods set forth
         in Section 2.2 or 2.3 prior to the end of the Eurodollar Period for any
         outstanding Eurodollar Rate Loan, then on the last day of such
         Eurodollar Period, such Eurodollar Rate Loan shall be automatically
         converted into an Alternate Base Rate Loan in the same amount.

                  2.2 Alternate Base Rate Loans. Each request by Borrower for an
Alternate Base Rate Loan shall be made pursuant to a Request for Loan (or
telephonic or other request for loan referred to in the second sentence of
Section 2.1(c), if appli cable) received by the Administrative Agent, at the
Administrative Agent's Office, not 



                                      -33-
<PAGE>   40

later than 11:00 a.m. California time, on the date (which must be a Banking Day)
immediately prior to the date of the requested Alternate Base Rate Loan. All
Loans shall constitute Alternate Base Rate Loans unless properly designated as a
Eurodollar Rate Loan pursuant to Section 2.3.

                  2.3  Eurodollar Rate Loans.

                           (a) Each request by Borrower for a Eurodollar Rate
         Loan shall be made pursuant to a Request for Loan (or telephonic or
         other request for Loan referred to in the second sentence of Section
         2.1(c), if applicable) received by the Administrative Agent, at the
         Administrative Agent's Office, not later than 9:00 a.m., California
         time, at least three (3) Eurodollar Banking Days before the first day
         of the applicable Eurodollar Period.

                           (b) On the date which is two (2) Eurodollar Banking
         Days before the first day of the applicable Eurodollar Period, the
         Administrative Agent shall confirm its determination of the applicable
         Eurodollar Rate (which determination shall be conclusive in the absence
         of manifest error) and promptly shall give notice of the same to
         Borrower and the Lenders by telephone or telecopier (and if by
         telephone, promptly confirmed by telecopier).

                           (c) Unless the Administrative Agent and the Requisite
         Lenders otherwise consent, no more than ten (10) Eurodollar Rate Loans
         shall be out standing at any one time, not more than three (3) of which
         shall have a Eurodollar Period of shorter than one (1) month.

                           (d) No Eurodollar Rate Loan may be requested during
         the continuation of a Default or Event of Default.

                           (e) Nothing contained herein shall require any Lender
         to fund any Eurodollar Rate Advance in the Designated Eurodollar
         Market.

                  2.4  Letters of Credit.

                           (a) The Existing Letters of Credit described in
         Schedule 2.4 shall be Letters of Credit for all purposes under this
         Agreement. Subject to the terms and conditions hereof, at any time and
         from time to time from the Closing Date through the Maturity Date, the
         Issuing Lender shall issue such Letters of Credit under the Revolving
         Commitment as Borrower may request by a Request for Letter of Credit;
         provided that (i) giving effect to all such Letters of Credit, 



                                      -34-
<PAGE>   41

         the sum of (A) the aggregate principal amount outstanding under the
         Revolving Notes plus (B) the Aggregate Effective Amount of all
         outstanding Letters of Credit, does not exceed the then applicable
         Revolving Commitment and (ii) the Aggregate Effective Amount under all
         outstanding Letters of Credit does not exceed $5,000,000. Each Letter
         of Credit shall be in a form acceptable to the Issuing Lender. Unless
         all the Lenders otherwise consent in a writing delivered to the
         Administrative Agent, the term of any Letter of Credit shall not exceed
         one (1) year or extend beyond the Maturity Date.

                           (b) Each Request for Letter of Credit shall be
         submitted to the Issuing Lender, with a copy to the Administrative
         Agent, at least two (2) Banking Days prior to the date upon which the
         related Letter of Credit is proposed to be issued. The Administrative
         Agent shall promptly notify the Issuing Lender whether such Request for
         Letter of Credit, and the issuance of a Letter of Credit pursuant
         thereto, conforms to the requirements of this Agreement. Upon issuance
         of a Letter of Credit, the Issuing Lender shall promptly notify the
         Administrative Agent, and the Administrative Agent shall promptly
         notify the Lenders, of the amount and terms thereof.

                           (c) Upon the issuance of a Letter of Credit, each
         Lender shall be deemed to have purchased a pro rata participation in
         such Letter of Credit from the Issuing Lender in an amount equal to
         that Lender's Pro Rata Share. Without limiting the scope and nature of
         each Lender's participation in any Letter of Credit, to the extent that
         the Issuing Lender has not been reimbursed by Borrower for any payment
         required to be made by the Issuing Lender under any Letter of Credit,
         each Lender shall, pro rata according to its Pro Rata Share, reimburse
         the Issuing Lender through the Administrative Agent promptly upon
         demand for the amount of such payment. The obligation of each Lender to
         so reimburse the Issuing Lender shall be absolute and unconditional and
         shall not be affected by the occurrence of an Event of Default or any
         other occurrence or event. Any such reimbursement shall not relieve or
         otherwise impair the obligation of Borrower to reimburse the Issuing
         Lender for the amount of any payment made by the Issuing Lender under
         any Letter of Credit together with interest as hereinafter provided.

                           (d) Borrower agrees to pay to the Issuing Lender
         through the Administrative Agent an amount equal to any payment made by
         the Issuing Lender with respect to each Letter of Credit within one (1)
         Banking Day after demand made by the Issuing Lender therefor, together
         with interest on such amount from the date of any payment made by the
         Issuing Lender at the rate 



                                      -35-
<PAGE>   42

         applicable to Alternate Base Rate Loans for two (2) Banking Days and
         thereafter at the Default Rate. The principal amount of any such
         payment shall be used to reimburse the Issuing Lender for the payment
         made by it under the Letter of Credit and, to the extent that the
         Lenders have not reimbursed the Issuing Lender pursuant to Section
         2.4(c), the interest amount of any such payment shall be for the
         account of the Issuing Lender. Each Lender that has reimbursed the
         Issuing Lender pursuant to Section 2.4(c) for its Pro Rata Share of any
         payment made by the Issuing Lender under a Letter of Credit shall
         thereupon acquire a pro rata participation, to the extent of such
         reimbursement, in the claim of the Issuing Lender against Borrower for
         reimbursement of principal and interest under this Section 2.4(d) and
         shall share, in accordance with that pro rata participation, in any
         principal payment made by Borrower with respect to such claim and in
         any interest payment made by Borrower (but only with respect to periods
         subsequent to the date such Lender reimbursed the Issuing Lender) with
         respect to such claim.

                           (e) Borrower may, pursuant to a Request for Loan,
         request that Advances be made pursuant to Section 2.1(a) to provide
         funds for the payment required by Section 2.4(d) and, for this purpose,
         the conditions precedent set forth in Article 8 shall not apply. The
         proceeds of such Advances shall be paid directly to the Issuing Lender
         to reimburse it for the payment made by it under the Letter of Credit.

                           (f) If Borrower fails to make the payment required by
         Section 2.4(d) within the time period therein set forth, in lieu of the
         reimbursement to the Issuing Lender under Section 2.4(c) the Issuing
         Lender may (but is not required to), without notice to or the consent
         of Borrower, instruct the Administrative Agent to cause Advances to be
         made by the Lenders under the Revolving Commitment in an aggregate
         amount equal to the amount paid by the Issuing Lender with respect to
         that Letter of Credit and, for this purpose, the conditions precedent
         set forth in Article 8 shall not apply. The proceeds of such Advances
         shall be paid directly to the Issuing Lender to reimburse it for the
         payment made by it under the Letter of Credit.

                           (g) The issuance of any supplement, modification,
         amendment, renewal, or extension to or of any Letter of Credit shall be
         treated in all respects the same as the issuance of a new Letter of
         Credit.

                           (h) The obligation of Borrower to pay to the Issuing
         Lender the amount of any payment made by the Issuing Lender under any
         Letter of 



                                      -36-
<PAGE>   43

         Credit shall be absolute, unconditional, and irrevocable, subject only
         to performance by the Issuing Lender of its obligations to Borrower
         under Uniform Commercial Code Section 5109. Without limiting the
         foregoing, Borrower's obligations shall not be affected by any of the
         following circumstances:

                                    (i) any lack of validity or enforceability
                  prior to its stated expiration date of the Letter of Credit,
                  this Agreement, or any other agreement or instrument relating
                  thereto;

                                   (ii) any amendment or waiver of or any
                  consent to departure from the Letter of Credit, this
                  Agreement, or any other agreement or instrument relating
                  thereto, with the consent of Borrower;

                                  (iii) the existence of any claim, setoff,
                  defense, or other rights which Borrower may have at any time
                  against the Issuing Lender, the Administrative Agent or any
                  Lender, any beneficiary of the Letter of Credit (or any
                  persons or entities for whom any such beneficiary may be
                  acting) or any other Person, whether in connection with the
                  Letter of Credit, this Agreement, or any other agreement or
                  instrument relating thereto, or any unrelated transactions;

                                   (iv) any demand, statement, or any other
                  document presented under the Letter of Credit proving to be
                  forged, fraudulent, invalid, or insufficient in any respect or
                  any statement therein being untrue or inaccurate in any
                  respect whatsoever so long as any such document appeared
                  substantially to comply with the terms of the Letter of
                  Credit;

                                    (v) payment by the Issuing Lender in good
                  faith under the Letter of Credit against presentation of a
                  draft or any accompanying document which does not strictly
                  comply with the terms of the Letter of Credit;

                                   (vi) the existence, character, quality,
                  quantity, condition, packing, value or delivery of any
                  Property purported to be represented by documents presented in
                  connection with any Letter of Credit or any difference between
                  any such Property and the character, quality, quantity,
                  condition, or value of such Property as described in such
                  documents;

                                      -37-
<PAGE>   44

                           (vii) the time, place, manner, order or contents of
                  shipments or deliveries of Property as described in documents
                  presented in connection with any Letter of Credit or the
                  existence, nature and extent of any insurance relative
                  thereto;

                           (viii) the solvency or financial responsibility of
                  any party issuing any documents in connection with a Letter of
                  Credit;

                           (ix) any failure or delay in notice of shipments or
                  arrival of any Property;

                           (x) any error in the transmission of any message
                  relating to a Letter of Credit not caused by the Issuing
                  Lender, or any delay or interruption in any such message;

                           (xi) any error, neglect or default of any
                  correspondent of the Issuing Lender in connection with a
                  Letter of Credit;

                           (xii) any consequence arising from acts of God, war,
                  insurrection, civil unrest, disturbances, labor disputes,
                  emergency conditions or other causes beyond the control of the
                  Issuing Lender;

                           (xiii) so long as the Issuing Lender in good faith
                  determines that the contract or document appears substantially
                  to comply with the terms of the Letter of Credit, the form,
                  accuracy, genuineness or legal effect of any contract or
                  document referred to in any document submitted to the Issuing
                  Lender in connection with a Letter of Credit; and

                           (xiv) where the Issuing Lender has acted in good
                  faith and observed general banking usage, any other
                  circumstances whatsoever.

                           (i) The Issuing Lender shall be entitled to the
         protection accorded to the Administrative Agent pursuant to Section
         10.6, mutatis mutandis.

                           (j) The Uniform Customs and Practice for Documentary
         Credits, as published in its most current version by the International
         Chamber of 



                                      -38-
<PAGE>   45

         Commerce, shall be deemed a part of this Section and shall apply to all
         Letters of Credit to the extent not inconsistent with applicable Law.

                  2.5 Voluntary Reduction of Revolving Commitment. Borrower
shall have the right, at any time and from time to time, without penalty or
charge, upon at least five (5) Banking Days' prior written notice by a
Responsible Official of Borrower to the Administrative Agent, voluntarily to
reduce, permanently and irrevocably, in aggregate principal amounts in an
integral multiple of $500,000 but not less than $5,000,000, or to terminate, all
or a portion of the then undisbursed portion of the Revolving Commitment. The
Administrative Agent shall promptly notify the Lenders of any reduction or
termination of the Revolving Commitment under this Section.

                  2.6 Optional Termination of Commitments. Following the
occurrence of a Change in Control, the Requisite Lenders may in their sole and
absolute discretion elect, during the thirty (30) day period immediately
subsequent to the later of (a) such occurrence or (b) the earlier of (i) receipt
of Borrower's written notice to the Administrative Agent of such occurrence or
(ii) if no such notice has been received by the Administrative Agent, the date
upon which the Administrative Agent has actual knowledge thereof, to terminate
the Commitments, in which case the Commitments shall be terminated, and all
outstanding Loans shall be repaid, effective on the date which is thirty (30)
days subsequent to written notice from the Administrative Agent to Borrower
thereof.

                  2.7 Administrative Agent's Right to Assume Funds Available for
Advances. Unless the Administrative Agent shall have been notified by any Lender
no later than 10:00 a.m. on the Banking Day of the proposed funding by the
Administrative Agent of any Loan that such Lender does not intend to make
available to the Administrative Agent such Lender's portion of the total amount
of such Loan, the Administrative Agent may assume that such Lender has made such
amount avail able to the Administrative Agent on the date of the Loan and the
Administrative Agent may, in reliance upon such assumption, make available to
Borrower a corresponding amount. If the Administrative Agent has made funds
available to Borrower based on such assumption and such corresponding amount is
not in fact made available to the Administrative Agent by such Lender, the
Administrative Agent shall be entitled to recover such corresponding amount on
demand from such Lender. If such Lender does not pay such corresponding amount
forthwith upon the Administrative Agent's demand therefor, the Administrative
Agent promptly shall notify Borrower and Borrower shall pay such corresponding
amount to the Administrative Agent. The Administrative Agent also shall be
entitled to recover from such Lender interest on such correspond ing amount in
respect of each day from the date such corresponding amount was made 



                                      -39-
<PAGE>   46

available by the Administrative Agent to Borrower to the date such corresponding
amount is recovered by the Administrative Agent, at a rate per annum equal to
the daily Federal Funds Rate. Nothing herein shall be deemed to relieve any
Lender from its obligation to fulfill its share of the Commitments or to
prejudice any rights which the Administrative Agent or Borrower may have against
any Lender as a result of any default by such Lender hereunder.

                  2.8 Collateral. The Obligations shall be secured by a first
priority (subject to Liens permitted by Section 6.9) perfected Lien on the
Collateral pursuant to the Collateral Documents.







                                      -40-
<PAGE>   47



                                    Article 3
                                PAYMENTS AND FEES


                  3.1 Principal and Interest.

                           (a) Interest shall be payable on the outstanding
         daily unpaid principal amount of each Advance from the date thereof
         until payment in full is made and shall accrue and be payable at the
         rates set forth or provided for herein before and after Default, before
         and after maturity, before and after judgment, and before and after the
         commencement of any proceeding under any Debtor Relief Law, with
         interest on overdue interest at the Default Rate to the fullest extent
         permitted by applicable Laws.

                           (b) Interest accrued on each Alternate Base Rate Loan
         shall be due and payable on each Monthly Payment Date. Except as
         otherwise provided in Sections 3.1(d) and 3.8, the unpaid principal
         amount of any Alternate Base Rate Loan shall bear interest at a
         fluctuating rate per annum equal to the Alternate Base Rate. Each
         change in the interest rate under this Section 3.1(b) due to a change
         in the Alternate Base Rate shall take effect simultaneously with the
         corresponding change in the Alternate Base Rate.

                           (c) Interest accrued on each Eurodollar Rate Loan
         which is for a term of three months or less shall be due and payable on
         the last day of the related Eurodollar Period. Interest accrued on each
         other Eurodollar Rate Loan shall be due and payable on the date which
         is three months after the date such Eurodollar Rate Loan was made (and,
         in the event that all of the Lenders have approved a Eurodollar Period
         of longer than six months, every three months thereafter through the
         last day of the Eurodollar Period) and on the last day of the related
         Eurodollar Period. Except as otherwise provided in Sections 3.1(d) and
         3.8, the unpaid principal amount of any Eurodollar Rate Loan shall bear
         interest at a rate per annum equal to the Eurodollar Rate for that
         Eurodollar Rate Loan plus the Applicable Eurodollar Rate Margin.

                           (d) During the existence of an Event of Default, the
         Loans shall bear interest at a rate equal to the sum of (i) the
         interest rate specified in Sections 3.1(b) or 3.1(c), whichever is
         applicable plus (ii) such incremental rate not in excess of 2% per
         annum as may be specified by the Requisite Lenders.



                                      -41-
<PAGE>   48

                           (e) If not sooner paid, the principal Indebtedness
         evidenced by the Notes shall be payable as follows:

                                    (i) the amount, if any, by which the sum of
                  (A) the principal Indebtedness evidenced by the Revolving
                  Notes plus (B) the Aggregate Effective Amount of all
                  outstanding Letters of Credit at any time exceeds the then
                  applicable Revolving Commitment shall be pay able immediately;

                                   (ii) the Amortization Amount with respect to
                  each Amortization Date under the Term Notes shall be payable
                  on such Amortization Date; and

                                  (iii) the principal Indebtedness evidenced by
                  the Notes shall in any event be payable on the Maturity Date.

                           (f) The principal Indebtedness evidenced by the Term
         Notes shall be prepaid on or before the third Banking Day following the
         receipt by Borrower or any of its Subsidiaries of (i) Net Cash Sales
         Proceeds from the Disposition of the physical plant in Malaysia owned
         by Safeskin Corporation (Malaysia) SDN BHD by an amount equal to fifty
         percent (50%) of such Net Cash Sales Proceeds, (ii) Net Cash Sales
         Proceeds from Dispositions (other than the Disposition of the physical
         plant in Malaysia referred to in clause (i) above) in excess of
         $3,000,000 in any Fiscal Year, by an amount equal to the amount of such
         Net Cash Sales Proceeds in excess of $3,000,000, (iii) except for Net
         Cash Issuance Proceeds from either (A) the issuance of the Senior Notes
         (as defined in the Intercreditor Agreement) or (B) an issuance of debt
         securities of Borrower or any of its Subsidiaries, Net Cash Issuance
         Proceeds from the issuance of debt securities of Borrower or any of its
         Subsidiaries in an amount exceeding the Permitted Additional Senior
         Indebtedness Amount, by an amount equal to 75% of such Net Cash
         Issuance Proceeds and (iv) Net Cash Issuance Proceeds from the issuance
         of equity securities of Borrower or any of its Subsidiaries (except an
         issuance of equity securities to Borrower or to a Wholly-Owned
         Subsidiary or to employees or former employees of Borrower pursuant to
         an employee stock option plan maintained by Borrower), by an amount
         equal to 50% of such Net Cash Issuance Proceeds. Any prepayment of the
         Term Notes under this Subsection shall be applied to principal coming
         due in reverse order of maturity.

                                      -42-
<PAGE>   49

                           (g) The principal Indebtedness evidenced by the Notes
         may, at any time and from time to time, voluntarily be paid or prepaid
         in whole or in part without premium or penalty, except that with
         respect to any voluntary prepayment under this Subsection, (i) any
         partial prepayment shall be not less than $1,000,000 and shall be an
         integral multiple of $500,000, (ii) the Administrative Agent shall have
         received written notice of any prepayment by 9:00 a.m. California time
         on the date that is one (1) Banking Day before the date of prepayment
         (which must be a Banking Day) in the case of an Alternate Base Rate
         Loan, and, in the case of a Eurodollar Rate Loan, three (3) Banking
         Days before the date of prepayment, which notice shall identify the
         date and amount of the prepayment and the Loan(s) being prepaid, (iii)
         each prepayment of principal on any Eurodollar Rate Loan shall be
         accompanied by payment of interest accrued to the date of payment on
         the amount of principal paid, (iv) any payment or prepayment of all or
         any part of any Eurodollar Rate Loan on a day other than the last day
         of the applicable Eurodollar Period shall be subject to Section 3.7(e),
         and (v) prepayment of the Term Notes under this Subsection shall be
         applied 50% to principal coming due in order of maturity and 50% to
         principal coming due in reverse order of maturity.

                  3.2 Arranger and Agency Fees. On the Closing Date and on each
other date upon which a fee is payable, Borrower shall pay to the Arranger and
the Administrative Agent such fees as heretofore agreed upon by letter agreement
between Borrower and the Arranger. The fees paid to the Arranger and the
Administrative Agent, are solely for their own account and are nonrefundable.

                  3.3 Commitment Fee. From the Closing Date through the Maturity
Date, Borrower shall pay to the Administrative Agent, for the ratable accounts
of the Lenders pro rata according to their Pro Rata Share of the Revolving
Commitment, a commitment fee equal to the Applicable Commitment Fee Rate per
annum times the average daily amount by which the Revolving Commitment exceeds
the sum of (a) the aggregate daily principal Indebtedness evidenced by the
Revolving Notes plus (b) the Aggregate Effective Amount of all outstanding
Letters of Credit. The commitment fee shall be payable quarterly in arrears as
of each Quarterly Payment Date within ten (10) days after receipt by Borrower of
an invoice therefor from the Administrative Agent.

                  3.4 Letter of Credit Fees. With respect to each Letter of
Credit, Borrower shall pay the following fees:

                           (a) concurrently with the issuance of each Standby
         Letter of Credit, a letter of credit issuance fee to the Issuing Lender
         for the sole account 



                                      -43-
<PAGE>   50

         of the Issuing Lender, in an amount set forth in the letter agreement
         between Borrower and the Issuing Lender;

                           (b) concurrently with the issuance of each Standby
         Letter of Credit, to the Administrative Agent for the ratable account
         of the Lenders in accordance with their Pro Rata Share of the Revolving
         Commitment, a standby letter of credit fee in an amount equal to the
         Applicable Standby Letter of Credit Fee Rate as of the date of such
         issuance times the face amount of such Standby Letter of Credit through
         the termination or expiration of such Standby Letter of Credit, which
         the Administrative Agent shall promptly pay to the Lenders; and

                           (c) concurrently with each issuance, negotiation,
         drawing or amendment of each Commercial Letter of Credit, to the
         Issuing Lender for the sole account of the Issuing Lender, issuance,
         negotiation, drawing and amendment fees in the amounts set forth from
         time to time as the Issuing Lender's published scheduled fees for such
         services.

         Each of the fees payable with respect to Letters of Credit under this
         Section is earned when due and is nonrefundable.

                  3.5 Increased Commitment Costs. If any Lender shall determine
in good faith that the introduction after the Closing Date of any applicable
law, rule, regulation or guideline regarding capital adequacy, or any change
therein or any change in the interpretation or administration thereof by any
central bank or other Governmental Agency charged with the interpretation or
administration thereof, or compliance by such Lender (or its Eurodollar Lending
Office) or any corporation controlling such Lender, with any request, guideline
or directive regarding capital adequacy (whether or not having the force of Law)
of any such central bank or other authority not imposed as a result of such
Lender's or such corporation's failure to comply with any other Laws, affects or
would affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and (taking into consideration
such Lender's or such corporation's policies with respect to capital adequacy
and such Lender's desired return on capital) determines in good faith that the
amount of such capital is increased, or the rate of return on capital is
reduced, as a consequence of its obligations under this Agreement, then, within
five (5) Banking Days after demand of such Lender, Borrower shall pay to such
Lender, from time to time as specified in good faith by such Lender, additional
amounts sufficient to compensate such Lender in light of such circumstances, to
the extent reasonably allocable to such obligations under this Agreement,
provided that Borrower shall not be obligated to pay any such amount which arose
prior to the date which is ninety (90) days preceding the date of such 



                                      -44-
<PAGE>   51

demand or is attributable to periods prior to the date which is ninety (90) days
preceding the date of such demand. Each Lender's determination of such amounts
shall be conclusive in the absence of manifest error.

                  3.6  Eurodollar Costs and Related Matters.

                           (a) In the event that any Governmental Agency imposes
         on any Lender any reserve or comparable requirement (including any
         emergency, supplemental or other reserve) with respect to the
         Eurodollar Obligations of that Lender, Borrower shall pay that Lender
         within five (5) Banking Days after demand all amounts necessary to
         compensate such Lender (determined as though such Lender's Eurodollar
         Lending Office had funded 100% of its Eurodollar Rate Advance in the
         Designated Eurodollar Market) in respect of the imposition of such
         reserve requirements (provided, that Borrower shall not be obligated to
         pay any such amount which arose prior to the date which is ninety (90)
         days preceding the date of such demand or is attributable to periods
         prior to the date which is ninety (90) days preceding the date of such
         demand). The Lender's determination of such amount shall be conclusive
         in the absence of manifest error.

                           (b) If, after the date hereof, the existence or
         occurrence of any Special Eurodollar Circumstance:

                                    (1) shall subject any Lender or its
                  Eurodollar Lending Office to any tax, duty or other charge or
                  cost with respect to any Eurodollar Rate Advance, any of its
                  Notes evidencing Eurodollar Rate Loans or its obligation to
                  make Eurodollar Rate Advances, or shall change the basis of
                  taxation of payments to any Lender attributable to the
                  principal of or interest on any Eurodollar Rate Advance or any
                  other amounts due under this Agreement in respect of any
                  Eurodollar Rate Advance, any of its Notes evidencing
                  Eurodollar Rate Loans or its obligation to make Eurodollar
                  Rate Advances, excluding (i) taxes imposed on or measured in
                  whole or in part by its overall net income by (A) any
                  jurisdiction (or political subdivision thereof) in which it is
                  orga nized or maintains its principal office or Eurodollar
                  Lending Office or (B) any jurisdiction (or political
                  subdivision thereof) in which it is "doing business" and (ii)
                  any withholding taxes or other taxes based on gross income
                  imposed by the United States of America for any period with
                  respect to which it has failed to provide Borrower with the
                  appropriate 



                                      -45-
<PAGE>   52

                  form or forms required by Section 11.21, to the extent such
                  forms are then required by applicable Laws;

                                    (2) shall impose, modify or deem applicable
                  any reserve not applicable or deemed applicable on the date
                  hereof (including any reserve imposed by the Board of
                  Governors of the Federal Reserve System, special deposit,
                  capital or similar requirements against assets of, deposits
                  with or for the account of, or credit extended by, any Lender
                  or its Eurodollar Lending Office); or

                                    (3) shall impose on any Lender or its
                  Eurodollar Lending Office or the Designated Eurodollar Market
                  any other condition affecting any Eurodollar Rate Advance, any
                  of its Notes evidencing Eurodollar Rate Loans, its obligation
                  to make Eurodollar Rate Advances or this Agreement, or shall
                  otherwise affect any of the same;

         and the result of any of the foregoing, as determined in good faith by
         such Lender, increases the cost to such Lender or its Eurodollar
         Lending Office of making or maintaining any Eurodollar Rate Advance or
         in respect of any Eurodollar Rate Advance, any of its Notes evidencing
         Eurodollar Rate Loans or its obligation to make Eurodollar Rate
         Advances or reduces the amount of any sum received or receivable by
         such Lender or its Eurodollar Lending Office with respect to any
         Eurodollar Rate Advance, any of its Notes evidencing Eurodollar Rate
         Loans or its obligation to make Eurodollar Rate Advances (assuming such
         Lender's Eurodollar Lending Office had funded 100% of its Eurodollar
         Rate Advance in the Designated Eurodollar Market), then, within five
         (5) Banking Days after demand by such Lender (with a copy to the
         Administrative Agent), Borrower shall pay to such Lender such
         additional amount or amounts as will compensate such Lender for such
         increased cost or reduction (determined as though such Lender's
         Eurodollar Lending Office had funded 100% of its Eurodollar Rate
         Advance in the Designated Eurodollar Market); provided, that Borrower
         shall not be obligated to pay any such amount which arose prior to the
         date which is ninety (90) days preceding the date of such demand or is
         attributable to periods prior to the date which is ninety (90) days
         preceding the date of such demand. A statement of any Lender claiming
         compensation under this subsection shall be conclusive in the absence
         of manifest error.

                           (c) If, after the date hereof, the existence or
         occurrence of any Special Eurodollar Circumstance shall, in the good
         faith opinion of any Lender, 



                                      -46-
<PAGE>   53

         make it unlawful or impossible for such Lender or its Eurodollar
         Lending Office to make, maintain or fund its portion of any Eurodollar
         Rate Loan, or materially restrict the authority of such Lender to
         purchase or sell, or to take deposits of, Dollars in the Designated
         Eurodollar Market, or to determine or charge interest rates based upon
         the Eurodollar Rate, and such Lender shall so notify the Administrative
         Agent, then such Lender's obligation to make Eurodollar Rate Advances
         shall be suspended for the duration of such illegality or impossibility
         and the Administrative Agent forthwith shall give notice thereof to the
         other Lenders and Borrower. Upon receipt of such notice, the
         outstanding principal amount of such Lender's Eurodollar Rate Advances,
         together with accrued interest thereon, automatically shall be
         converted to Alternate Base Rate Advances on either (1) the last day of
         the Eurodollar Period(s) applicable to such Eurodollar Rate Advances if
         such Lender may lawfully continue to main tain and fund such Eurodollar
         Rate Advances to such day(s) or (2) immediately if such Lender may not
         lawfully continue to fund and maintain such Eurodollar Rate Advances to
         such day(s), provided that in such event the conversion shall not be
         subject to payment of a prepayment fee under Section 3.6(e). Each
         Lender agrees to endeavor promptly to notify Borrower of any event of
         which it has actual knowledge, occurring after the Closing Date, which
         will cause that Lender to notify the Administrative Agent under this
         Section, and agrees to designate a different Eurodollar Lending Office
         if such designation will avoid the need for such notice and will not,
         in the good faith judgment of such Lender, otherwise be materially
         disadvantageous to such Lender. In the event that any Lender is unable,
         for the reasons set forth above, to make, maintain or fund its portion
         of any Eurodollar Rate Loan, such Lender shall fund such amount as an
         Alternate Base Rate Advance for the same period of time, and such
         amount shall be treated in all respects as an Alternate Base Rate
         Advance. Any Lender whose obligation to make Eurodollar Rate Advances
         has been suspended under this Section shall promptly notify the
         Administrative Agent and Borrower of the cessation of the Special
         Eurodollar Circumstance which gave rise to such suspension.

                           (d) If, with respect to any proposed Eurodollar Rate
         Loan:

                                    (1) the Administrative Agent reasonably
                  determines that, by reason of circumstances affecting the
                  Designated Eurodollar Market generally that are beyond the
                  reasonable control of the Lenders, deposits in Dollars (in the
                  applicable amounts) are not being offered to any Lender in the
                  Designated Eurodollar Market for the applicable Eurodollar
                  Period; or

                                      -47-
<PAGE>   54

                                    (2) the Requisite Lenders advise the
                  Administrative Agent that the Eurodollar Rate as determined by
                  the Administrative Agent (i) does not represent the effective
                  pricing to such Lenders for deposits in Dollars in the
                  Designated Eurodollar Market in the relevant amount for the
                  applicable Eurodollar Period, or (ii) will not adequately and
                  fairly reflect the cost to such Lenders of making the
                  applicable Euro dollar Rate Advances;

         then the Administrative Agent forthwith shall give notice thereof to
         Borrower and the Lenders, whereupon until the Administrative Agent
         notifies Borrower that the circumstances giving rise to such suspension
         no longer exist, the obligation of the Lenders to make any future
         Eurodollar Rate Advances shall be suspended.

                           (e) Upon payment or prepayment of any Eurodollar Rate
         Advance (other than as the result of a conversion required under
         Section 3.6(c) on a day other than the last day in the applicable
         Eurodollar Period (whether voluntarily, involuntarily, by reason of
         acceleration, or otherwise), or upon the failure of Borrower (for a
         reason other than the breach by a Lender of its obligation pursuant to
         Section 2.1(a) to make an Advance) to borrow on the date or in the
         amount specified for a Eurodollar Rate Loan in any Request for Loan,
         Borrower shall pay to the appropriate Lender within five (5) Banking
         Days after demand a prepayment fee or failure to borrow fee, as the
         case may be (determined as though 100% of the Eurodollar Rate Advance
         had been funded in the Designated Eurodollar Market) equal to the sum
         of:

                                    (1) $250; plus

                                    (2) the amount, if any, by which (i) the
                  additional interest would have accrued on the amount prepaid
                  or not borrowed at the Eurodollar Rate plus the Applicable
                  Eurodollar Rate Margin if that amount had remained or been
                  outstanding through the last day of the applicable Eurodollar
                  Period exceeds (ii) the interest that the Lender could recover
                  by placing such amount on deposit in the Designated Eurodollar
                  Market for a period beginning on the date of the prepayment or
                  failure to borrow and ending on the last day of the applicable
                  Eurodollar Period (or, if no deposit rate quotation is
                  available for such period, for the most comparable period for
                  which a deposit rate quotation may be obtained); plus

                                      -48-
<PAGE>   55

                                    (3) all out-of-pocket expenses incurred by
                  the Lender reasonably attributable to such payment, prepayment
                  or failure to borrow.

         Each Lender's determination of the amount of any prepayment fee payable
         under this Section shall be conclusive in the absence of manifest
         error.

                           (f) Each Lender agrees to endeavor promptly to notify
         Borrower of any event of which it has actual knowledge, occurring after
         the Closing Date, which will entitle such Lender to compensation
         pursuant to clause (a) or clause (b) of this Section, and agrees to
         designate a different Eurodollar Lending Office if such designation
         will avoid the need for or reduce the amount of such compensation and
         will not, in the good faith judgment of such Lender, otherwise be
         materially disadvantageous to such Lender. Any request for compensation
         by a Lender under this Section shall set forth the basis upon which it
         has been determined that such an amount is due from Borrower, a
         calculation of the amount due, and a certification that the
         corresponding costs have been incurred by the Lender.

                  3.7 Late Payments. If any installment of principal or interest
or any fee or cost or other amount payable under any Loan Document to the
Administrative Agent or any Lender is not paid when due, it shall thereafter
bear interest at a fluctuating interest rate per annum at all times equal to the
sum of the Alternate Base Rate plus 2%, to the fullest extent permitted by
applicable Laws. Accrued and unpaid interest on past due amounts (including,
without limitation, interest on past due interest) shall be compounded monthly,
on the last day of each calendar month, to the fullest extent permitted by
applicable Laws.

                  3.8 Computation of Interest and Fees. Computation of interest
and fees under this Agreement shall be calculated on the basis of a year of 360
days and the actual number of days elapsed. Interest shall accrue on each Loan
for the day on which the Loan is made; interest shall not accrue on a Loan, or
any portion thereof, for the day on which the Loan or such portion is paid. Any
Loan that is repaid on the same day on which it is made shall bear interest for
one day. Notwithstanding anything in this Agreement to the contrary, interest in
excess of the maximum amount permitted by applicable Laws shall not accrue or be
payable hereunder or under the Notes, and any amount paid as interest hereunder
or under the Notes which would otherwise be in excess of such maximum permitted
amount shall instead be treated as a payment of principal.

                                      -49-
<PAGE>   56

                  3.9 Non-Banking Days. If any payment to be made by Borrower or
any other Party under any Loan Document shall come due on a day other than a
Banking Day, payment shall instead be considered due on the next succeeding
Banking Day and the extension of time shall be reflected in computing interest
and fees.

                  3.10 Manner and Treatment of Payments.

                           (a) Each payment hereunder (except payments pursuant
         to Sections 3.5, 3.6, 11.3, 11.11 and 11.22) or on the Notes or under
         any other Loan Document shall be made to the Administrative Agent at
         the Administrative Agent's Office for the account of each of the
         Lenders or the Administrative Agent, as the case may be, in immediately
         available funds not later than 11:00 a.m. California time, on the day
         of payment (which must be a Banking Day). All payments received after
         such time, on any Banking Day, shall be deemed received on the next
         succeeding Banking Day. The amount of all payments received by the
         Administrative Agent for the account of each Lender shall be
         immediately paid by the Administrative Agent to the applicable Lender
         in immediately available funds and, if such payment was received by the
         Administrative Agent by 11:00 a.m., California time, on a Banking Day
         and not so made available to the account of a Lender on that Banking
         Day, the Administrative Agent shall reimburse that Lender for the cost
         to such Lender of funding the amount of such payment at the Federal
         Funds Rate. All payments shall be made in lawful money of the United
         States of America.

                           (b) Borrower hereby authorizes the Administrative
         Agent to debit the general operating bank account of Borrower to effect
         any payment due to the Lenders or the Administrative Agent pursuant to
         this Agreement. Any resulting overdraft in such account shall be
         payable by Borrower to the Administrative Agent on the next following
         Banking Day.

                           (c) Each payment or prepayment on account of any Loan
         shall be applied pro rata according to the outstanding Advances made by
         each Lender comprising such Loan.

                           (d) Each Lender shall use its best efforts to keep a
         record (in writing or by an electronic data entry system) of Advances
         made by it and payments received by it with respect to each of its
         Notes and, subject to Section 10.6(g), such record shall, as against
         Borrower, be presumptive evidence of the amounts owing. Notwithstanding
         the foregoing sentence, the 



                                      -50-
<PAGE>   57

         failure by any Lender to keep such a record shall not affect Borrower's
         obligation to pay the Obligations.

                           (e) Each payment of any amount payable by Borrower or
         any other Party under this Agreement or any other Loan Document shall
         be made free and clear of, and without reduction by reason of, any
         taxes, assessments or other charges imposed by any Governmental Agency,
         central bank or comparable authority, excluding (i) taxes imposed on or
         measured in whole or in part by its overall net income by (A) any
         jurisdiction (or political subdivision thereof) in which it is
         organized or maintains its principal office or Eurodollar Lending
         Office or (B) any jurisdiction (or political subdivision thereof) in
         which it is "doing business" and (ii) any withholding taxes or other
         taxes based on gross income imposed by the United States of America for
         any period with respect to which it has failed to provide Borrower with
         the appropriate form or forms required by Section 11.21, to the extent
         such forms are then required by applicable Laws (all such non-excluded
         taxes, assessments or other charges being hereinafter referred to as
         "Taxes"). To the extent that Borrower is obligated by applicable Laws
         to make any deduction or withholding on account of Taxes from any
         amount payable to any Lender under this Agreement, Borrower shall (i)
         make such deduction or withholding and pay the same to the relevant
         Governmental Agency and (ii) pay such additional amount to that Lender
         as is necessary to result in that Lender's receiving a net after-Tax
         amount equal to the amount to which that Lender would have been
         entitled under this Agreement absent such deduction or withholding. If
         and when receipt of such payment results in an excess payment or credit
         to that Lender on account of such Taxes, that Lender shall promptly
         refund such excess to Borrower.

                  3.11 Funding Sources. Nothing in this Agreement shall be
deemed to obligate any Lender to obtain the funds for any Loan or Advance in any
particular place or manner or to constitute a representation by any Lender that
it has obtained or will obtain the funds for any Loan or Advance in any
particular place or manner.

                  3.12 Failure to Charge Not Subsequent Waiver. Any decision by
the Administrative Agent or any Lender not to require payment of any interest
(including interest arising under Section 3.7), fee, cost or other amount
payable under any Loan Document, or to calculate any amount payable by a
particular method, on any occasion shall in no way limit or be deemed a waiver
of the Administrative Agent's or such Lender's right to require full payment of
any interest (including interest arising under Section 3.7), fee, cost or other
amount payable under any Loan Document, or to 



                                      -51-
<PAGE>   58

calculate an amount payable by another method that is not inconsistent with this
Agreement, on any other or subsequent occasion.

                  3.13 Administrative Agent's Right to Assume Payments Will be
Made. Unless the Administrative Agent shall have been notified by Borrower prior
to the date on which any payment to be made by Borrower hereunder is due that
Borrower does not intend to remit such payment, the Administrative Agent may, in
its discretion, assume that Borrower has remitted such payment when so due and
the Administrative Agent may, in its discretion and in reliance upon such
assumption, make available to each Lender on such payment date an amount equal
to such Lender's share of such assumed payment. If Borrower has not in fact
remitted such payment to the Administrative Agent, each Lender shall forthwith
on demand repay to the Administrative Agent the amount of such assumed payment
made available to such Lender, together with interest thereon in respect of each
day from and including the date such amount was made available by the
Administrative Agent to such Lender to the date such amount is repaid to the
Administrative Agent at the Federal Funds Rate.

                  3.14 Fee Determination Detail. The Administrative Agent, and
any Lender, shall provide reasonable detail to Borrower regarding the manner in
which the amount of any payment to the Administrative Agent and the Lenders, or
that Lender, under Article 3 has been determined, concurrently with demand for
such payment.

                  3.15 Survivability. All of Borrower's obligations under
Sections 3.5 and 3.6 shall survive for the ninety (90) day period following the
date on which the Commitment is terminated and all Loans hereunder are fully
paid, and Borrower shall remain obligated thereunder for all claims under such
Sections made by any Lender to Borrower prior to the expiration of such period.


                                      -52-
<PAGE>   59



                                    Article 4
                         REPRESENTATIONS AND WARRANTIES


                  Borrower represents and warrants to the Lenders that:

                  4.1 Existence and Qualification; Power; Compliance With Laws.
Borrower is a corporation duly formed, validly existing and in good standing
under the Laws of Florida. Borrower is duly qualified or registered to transact
business and is in good standing in California and each other jurisdiction in
which the conduct of its business or the ownership or leasing of its Properties
makes such qualification or registration necessary, except where the failure so
to qualify or register and to be in good standing would not constitute a
Material Adverse Effect. Borrower has all requisite power and authority to
conduct its business, to own and lease its Properties and to execute and deliver
each Loan Document to which it is a Party and to perform its Obligations. The
chief executive offices of Borrower are located in California. All outstanding
shares of capital stock of Borrower are duly authorized, validly issued, fully
paid and non-assessable, and no holder thereof has any enforceable right of
rescission under any applicable state or federal securities Laws. Borrower is in
compliance with all Laws and other legal requirements applicable to its
business, has obtained all authorizations, consents, approvals, orders, licenses
and permits from, and has accomplished all filings, registrations and
qualifications with, or obtained exemptions from any of the foregoing from, any
Governmental Agency that are necessary for the transaction of its business,
except where the failure so to comply, obtain authorizations, etc., file,
register, qualify or obtain exemptions does not constitute a Material Adverse
Effect.

                  4.2 Authority; Compliance With Other Agreements and
Instruments and Government Regulations. The execution, delivery and performance
by Borrower and the Subsidiary Guarantors of the Loan Documents to which it is a
Party have been duly authorized by all necessary corporate action, and do not
and will not:

                           (a) Require any consent or approval not heretofore
         obtained of any partner, director, stockholder, security holder or
         creditor of such Party;

                           (b) Violate or conflict with any provision of such
         Party's charter, articles of incorporation or bylaws, as applicable;

                           (c) Result in or require the creation or imposition
         of any Lien (other than pursuant to the Loan Documents) or Right of
         Others upon or with


                                      -53-
<PAGE>   60




         respect to any Property now owned or leased or hereafter acquired by
         such Party;

                           (d) Violate any Requirement of Law applicable to such
         Party;

                           (e) Result in a breach of or constitute a default
         under, or cause or permit the acceleration of any obligation owed
         under, any indenture or loan or credit agreement or any other
         Contractual Obligation to which such Party is a party or by which such
         Party or any of its Property is bound or affected;

and such Party is not in violation of, or default under, any Requirement of Law
or Contractual Obligation, or any indenture, loan or credit agreement described
in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

                  4.3 No Governmental Approvals Required. Except as previously
obtained or made, no authorization, consent, approval, order, license or permit
from, or filing, registration or qualification with, any Governmental Agency is
or will be required to authorize or permit under applicable Laws the execution,
delivery and performance by Borrower or any Subsidiary Guarantor of the Loan
Documents to which it is a Party.

                  4.4 Subsidiaries.

                           (a) Schedule 4.4 hereto correctly sets forth the
         names, form of legal entity, number of shares of capital stock issued
         and outstanding, number of shares owned by Borrower or a Subsidiary of
         Borrower (specifying such owner) and jurisdictions of organization of
         all Subsidiaries of Borrower and specifies which thereof, as of the
         Closing Date, are Inactive Subsidiaries. Except as described in
         Schedule 4.4, Borrower does not own any capital stock, equity interest
         or debt security which is convertible, or exchangeable, for capital
         stock or equity interest in any Person. Unless otherwise indicated in
         Schedule 4.4, all of the outstanding shares of capital stock, or all of
         the units of equity interest, as the case may be, of each Subsidiary
         are owned of record and beneficially by Borrower, there are no
         outstanding options, warrants or other rights to purchase capital stock
         of any such Subsidiary, and all such shares or equity interests so
         owned are duly authorized, validly issued, fully paid and
         non-assessable, and were issued in compliance with all applicable state
         and federal securities and other Laws, and are free and clear of all
         Liens, except for Permitted Encumbrances.


                                      -54-
<PAGE>   61

                           (b) Each Subsidiary is a legal entity of the type
         described in Schedule 4.4 duly formed, validly existing and in good
         standing under the Laws of its jurisdiction of organization, is duly
         qualified to do business as a foreign organization and is in good
         standing as such in each jurisdiction in which the conduct of its
         business or the ownership or leasing of its Properties makes such
         qualification necessary (except where the failure to be so duly
         qualified and in good standing does not constitute a Material Adverse
         Effect), and has all requisite power and authority to conduct its
         business and to own and lease its Properties.

                           (c) Each Subsidiary is in compliance with all Laws
         and other requirements applicable to its business and has obtained all
         authorizations, consents, approvals, orders, licenses, and permits
         from, and each such Subsidiary has accomplished all filings,
         registrations, and qualifications with, or obtained exemptions from any
         of the foregoing from, any Governmental Agency that are necessary for
         the transaction of its business, except where the failure to be in such
         compliance, obtain such authorizations, consents, approvals, orders,
         licenses, and permits, accomplish such filings, registrations, and
         qualifications, or obtain such exemptions, does not constitute a
         Material Adverse Effect.

                  4.5 Financial Statements. Borrower has furnished to the
Lenders (a) the audited financial statements of Borrower for the Fiscal Year
ended December 31, 1997 and (b) the unaudited balance sheet and statement of
operations of Borrower for the Fiscal Quarter ended September 30, 1998. The
financial statements described in clause (a) fairly present in all material
respects the financial condition, results of operations and changes in financial
position, and the balance sheet and statement of operations described in clause
(b) fairly present the financial condition and results of operations of Borrower
as of such dates and for such periods in conformity with GAAP consistently
applied, subject only to normal year-end accruals and audit adjustments.

                  4.6 No Other Liabilities; No Material Adverse Changes.
Borrower and its Subsidiaries do not have any material liability or material
contingent liability required under GAAP to be reflected or disclosed, and not
reflected or disclosed, in the balance sheet described in Section 4.5(b), other
than liabilities and contingent liabilities arising in the ordinary course of
business since the date of such financial statements. Except as set forth on
Schedule 4.6, as of the Closing Date, no circumstance or event has occurred that
constitutes a Material Adverse Effect since September 30, 1998.




                                      -55-
<PAGE>   62
                  4.7 Title to and Location of Property. Borrower and its
Subsidiaries have valid title to the Property (other than assets which are the
subject of a Capital Lease Obligation) reflected in the balance sheet described
in Section 4.5(b), other than items of Property or exceptions to title which are
in each case immaterial and Property subsequently sold or disposed of in the
ordinary course of business. Such Property is free and clear of all Liens and
Rights of Others, other than Liens or Rights of Others described in Schedule
4.7A and Permitted Encumbrances and Permitted Rights of Others. All Property of
Borrower and its Subsidiaries is located at one of the locations described in
Schedule 4.7B.

                  4.8 Intangible Assets. Borrower and its Subsidiaries own, or
possess the right to use to the extent necessary in their respective businesses,
all material trademarks, trade names, copyrights, patents, patent rights,
computer software, licenses and other Intangible Assets that are used in the
conduct of their businesses as now operated, and no such Intangible Asset, to
the best knowledge of Borrower, conflicts with the valid trademark, trade name,
copyright, patent, patent right or Intangible Asset of any other Person to the
extent that such conflict constitutes a Material Adverse Effect. Except as set
forth in Schedule 4.8, Borrower has not used any trade name, trade style or
"dba" during the five year period ending on the Closing Date.

                  4.9 Public Utility Holding Company Act. Neither Borrower nor
any of its Subsidiaries is a "holding company", or a "subsidiary company" of a
"holding company", or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company", within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

                  4.10 Litigation. Except for (a) any matter fully covered as to
subject matter and amount (subject to applicable deductibles and retentions) by
insurance for which the insurance carrier has not asserted lack of subject
matter coverage or reserved its right to do so, (b) any matter, or series of
related matters, involving a claim against Borrower or any of its Subsidiaries
of less than $1,000,000, (c) matters of an administrative nature not involving
a claim or charge against Borrower or any of its Subsidiaries and (d) matters
set forth in Schedule 4.10, there are no actions, suits, proceedings or
investigations pending as to which Borrower or any of its Subsidiaries have been
served or have received notice or, to the best knowledge of Borrower, threatened
against or affecting Borrower or any of its Subsidiaries or any Property of any
of them before any Governmental Agency.

                  4.11 Binding Obligations. Each of the Loan Documents to which
Borrower and any Subsidiary Guarantor is a Party will, when executed and
delivered 



                                      -56-
<PAGE>   63

by such Party, constitute the legal, valid and binding obligation of such Party,
enforceable against such Party in accordance with its terms, except as
enforcement may be limited by Debtor Relief Laws or equitable principles
relating to the granting of specific performance and other equitable remedies as
a matter of judicial discretion.

                  4.12 No Default. No event has occurred and is continuing that 
is a Default or Event of Default.

                  4.13  ERISA.

                           (a) With respect to each Pension Plan:

                                    (i) such Pension Plan complies in all
                  material respects with ERISA and any other applicable Laws to
                  the extent that noncompliance could reasonably be expected to
                  have a Material Adverse Effect;

                                   (ii) such Pension Plan has not incurred any
                  "accumulated funding deficiency" (as defined in Section 302 of
                  ERISA) that could reasonably be expected to have a Material
                  Adverse Effect;

                                  (iii) no "reportable event" (as defined in
                  Section 4043 of ERISA, but excluding such events as to which
                  the PBGC has by regulation waived the requirement therein
                  contained that it be notified within thirty days of the
                  occurrence of such event) has occurred that could reasonably
                  be expected to have a Material Adverse Effect; and

                                   (iv) neither Borrower nor any of its
                  Subsidiaries has engaged in any non-exempt "prohibited
                  transaction" (as defined in Section 4975 of the Code) that
                  could reasonably be expected to have a Material Adverse
                  Effect.

                           (b) Neither Borrower nor any of its Subsidiaries has
         incurred or expects to incur any withdrawal liability to any
         Multiemployer Plan that could reasonably be expected to have a Material
         Adverse Effect.

                  4.14 Regulation U; Investment Company Act. No part of the
proceeds of any Loan hereunder will be used to purchase or carry, or to extend
credit to others for the purpose of purchasing or carrying, any Margin Stock in
violation of Regu-


                                      -57-
<PAGE>   64

lation U. Neither Borrower nor any of its Subsidiaries is or is required to be
registered as an "investment company" under the Investment Company Act of 1940.

                  4.15 Disclosure. No written statement made by a Senior Officer
to the Administrative Agent or any Lender in connection with this Agreement, or
in connection with any Loan, as of the date thereof contained any untrue
statement of a material fact or omitted a material fact necessary to make the
statement made not misleading in light of all the circumstances existing at the
date the statement was made.

                  4.16 Tax Liability. Borrower and its Subsidiaries have filed
all tax returns which are required to be filed, and have paid, or made provision
for the payment of, all taxes with respect to the periods, Property or
transactions covered by said returns, or pursuant to any assessment received by
Borrower or any of its Subsidiaries, except (a) such taxes, if any, as are being
contested in good faith by appropriate proceedings and as to which adequate
reserves have been established and maintained and (b) immaterial taxes so long
as no material Property of Borrower or any of its Subsidiaries is at impending
risk of being seized, levied upon or forfeited.

                  4.17 Projections. As of the Closing Date, to the best
knowledge of Borrower, the assumptions set forth in the Projections are
reasonable and consistent with each other and with all facts known to Borrower,
and the Projections are reasonably based on such assumptions. Nothing in this
Section 4.17 shall be construed as a representation or covenant that the
Projections in fact will be achieved.

                  4.18 Hazardous Materials. Except as described in Schedule
4.18, as of the Closing Date (a) neither Borrower nor any of its Subsidiaries at
any time has disposed of, discharged, released or threatened the release of any
Hazardous Materials on, from or under the Real Property in violation of any
Hazardous Materials Law that would individually or in the aggregate constitute a
Material Adverse Effect, (b) to the best knowledge of Borrower, no condition
exists that violates any Hazardous Material Law affecting any Real Property
except for such violations that would not individually or in the aggregate
constitute a Material Adverse Effect, (c) no Real Property or any portion
thereof is or has been utilized by Borrower or any of its Subsidiaries as a site
for the manufacture of any Hazardous Materials and (d) to the extent that any
Hazardous Materials are used, generated or stored by Borrower or any of its
Subsidiaries on any Real Property, or transported to or from such Real Property
by Borrower or any of its Subsidiaries, such use, generation, storage and
transportation are in compliance with all Hazardous Materials Laws except for
such non-compliance that would not constitute a Material Adverse Effect or be
materially adverse to the interests of the Lenders.

                                      -58-
<PAGE>   65

                  4.19 Security Interests. Upon the execution and delivery of
the Security Agreement, the Security Agreement will create a valid first
priority security interest in the Collateral described therein securing the
Obligations (subject only to Permitted Encumbrances, Permitted Rights of Others
and other matters permitted by Section 6.9 and to such qualifications and
exceptions as are contained in the Uniform Commercial Code with respect to the
priority of security interests perfected by means other than the filing of a
financing statement or with respect to the creation of security interests in
Property to which Division 9 of the Uniform Commercial Code does not apply) and
all actions necessary to perfect the security interests so created, other than
filing of the UCC-1 financing statements delivered to the Administrative Agent
pursuant to Section 8.1 with the appropriate Governmental Agency, have been
taken and completed. Upon the execution and delivery of the Pledge Agreement,
the Pledge Agreement will create a valid first priority security interest in the
Pledged Collateral and upon delivery of the Pledged Collateral to the
Administrative Agent all action necessary to perfect the security interest so
created will have been taken and completed.





                                      -59-
<PAGE>   66


                                    Article 5
                              AFFIRMATIVE COVENANTS
                           (OTHER THAN INFORMATION AND
                             REPORTING REQUIREMENTS)


                  So long as any Advance remains unpaid, or any other Obligation
remains unpaid, or any portion of the Commitment remains in force, Borrower
shall, and shall cause its Subsidiaries to, unless the Administrative Agent
(with the written approval of the Requisite Lenders) otherwise consents:

                  5.1 Payment of Taxes and Other Potential Liens. Pay and
discharge promptly all taxes, assessments and governmental charges or levies
imposed upon any of them, upon their respective Property or any part thereof and
upon their respective income or profits or any part thereof, except that
Borrower and its Subsidiaries shall not be required to pay or cause to be paid
(a) any tax, assessment, charge or levy that is not yet past due, or is being
contested in good faith by appropriate proceedings so long as the relevant
entity has established and maintains adequate reserves for the payment of the
same or (b) any immaterial tax so long as no material Property of Borrower or
its Subsidiaries is at impending risk of being seized, levied upon or forfeited.

                  5.2 Preservation of Existence. Preserve and maintain their
respective existences in the jurisdiction of their formation and all material
authorizations, rights, franchises, privileges, consents, approvals, orders,
licenses, permits, or registrations from any Governmental Agency that are
necessary for the transaction of their respective business and qualify and
remain qualified to transact business in each jurisdiction in which such
qualification is necessary in view of their respective business or the ownership
or leasing of their respective Properties except (a) a merger permitted by
Section 6.3 or as otherwise permitted by this Agreement and (b) where the
failure to so qualify or remain qualified would not constitute a Material
Adverse Effect.

                  5.3 Maintenance of Properties. Maintain, preserve and protect
all of their respective Properties in good order and condition, subject to wear
and tear in the ordinary course of business, and not permit any waste of their
respective Properties, except that the failure to maintain, preserve and protect
a particular item of Property that is at the end of its useful life or that is
not of significant value, either intrinsically or to the operations of Borrower,
shall not constitute a violation of this covenant.


                                      -60-
<PAGE>   67



                  5.4 Maintenance of Insurance. Maintain liability, casualty and
other insurance (subject to customary deductibles and retentions) with
responsible insurance companies in such amounts and against such risks as is
carried by responsible companies engaged in similar businesses and owning
similar assets in the general areas in which Borrower and its Subsidiaries
operate.

                  5.5 Compliance With Laws. Comply with all Requirements of Law
noncompliance with which constitutes a Material Adverse Effect, except that
Borrower and its Subsidiaries need not comply with a Requirement of Law then
being contested by any of them in good faith by appropriate proceedings.

                  5.6 Inspection Rights. Upon reasonable notice, at any time
during regular business hours and as often as reasonably requested (but not so
as to materially interfere with the business of Borrower or any of its
Subsidiaries) permit the Administrative Agent or any Lender, or any authorized
employee, agent or representative thereof, to examine, audit and make copies and
abstracts from the records and books of account of, and to visit and inspect the
Properties of, Borrower and its Subsidiaries and to discuss the affairs,
finances and accounts of Borrower and its Subsidiaries with any of their
officers, key employees or accountants.

                  5.7 Keeping of Records and Books of Account. Keep adequate
records and books of account reflecting all financial transactions in conformity
with GAAP, consistently applied, and in material conformity with all applicable
requirements of any Governmental Agency having regulatory jurisdiction over
Borrower and its Subsidiaries.

                  5.8 Compliance With Agreements. Promptly and fully comply with
all Contractual Obligations to which any one or more of them is a party, except
for any such Contractual Obligations (a) the performance of which would cause a
Default or (b) then being contested by any of them in good faith by appropriate
proceedings or (c) if the failure to comply does not constitute a Material
Adverse Effect.

                  5.9 Use of Proceeds. Use the proceeds of all Revolving Loans
for working capital and general corporate purposes of Borrower, including
repayment of the Original Credit Agreement, and use the proceeds of the Term
Loan solely to retire Indebtedness of Borrower and its Subsidiaries.

                  5.10 Hazardous Materials Laws. Keep and maintain all Real
Property and each portion thereof in compliance in all material respects with
all applicable Hazardous Materials Laws and promptly notify the Administrative
Agent in writing 



                                      -61-
<PAGE>   68

(attaching a copy of any pertinent written material) of (a) any and all material
enforcement, cleanup, removal or other governmental or regulatory actions
instituted, completed or threatened in writing by a Governmental Agency pursuant
to any applicable Hazardous Materials Laws, (b) any and all material claims made
or threatened in writing by any Person against Borrower relating to damage,
contribution, cost recovery, compensation, loss or injury resulting from any
Hazardous Materials and (c) discovery by any Senior Officer of any of Borrower
of any material occurrence or condition on any real Property adjoining or in the
vicinity of such Real Property that could reasonably be expected to cause such
Real Property or any part thereof to be subject to any restrictions on the
ownership, occupancy, transferability or use of such Real Property under any
applicable Hazardous Materials Laws.

                  5.11 Future Subsidiaries. Pledge all of the capital stock of
any Significant Domestic Subsidiary, and 65% of the capital stock of any
Significant Foreign Subsidiary (other than Safeskin Corporation (Malaysia) SDN
BHD), formed or acquired after the Closing Date pursuant to the Pledge
Agreement, and cause each such Significant Domestic Subsidiary to execute and
deliver an appropriate joinder to the Subsidiary Guaranty and the Security
Agreement.

                  5.12 Future Real Property. Promptly following its acquisition
of any fee simple real property, execute and deliver to the Administrative Agent
a deed of trust or mortgage in form and substance acceptable to the
Administrative Agent creating a first priority Lien on such real property
securing the Obligations, and provide to the Administrative Agent such customary
lender's title insurance policies, appraisals, environmental reports and other
related documents as the Administrative Agent may reasonably request.

                  5.13 Year 2000 Compliance. Take such steps as are reasonably
necessary to assure that, prior to November 1, 1999, (a) Borrower and its
Subsidiaries are Year 2000 Compliant and (b) all customers and vendors of
Borrower and its Subsidiaries that are material to the business of Borrower and
whose ability to perform their business obligations to Borrower may be
materially affected by their not being Year 2000 Compliant are Year 2000
Compliant. Such steps shall include the performance of a comprehensive review
and assessment of all data storage and operating systems and the adoption of a
detailed plan and budget for the remediation, monitoring and testing of such
systems. The term "Year 2000 Compliant" means, for purposes of the foregoing,
that all hardware, software, firmware, equipment, goods and systems used by a
Person, or which are material to the business operations or financial condition
of a Person, will properly perform date-sensitive functions on and after January
1, 2000.

                                      -62-
<PAGE>   69


                  5.14 Security Interest in Property of Foreign Subsidiaries. If
the aggregate sales by Foreign Subsidiaries to unrelated Persons constitute more
than 25% of the aggregate sales by Borrower and its Subsidiaries to unrelated
Persons, promptly execute and deliver such security documents to and in favor of
the Administrative Agent as the Administrative Agent may require to obtain and
perfect a Lien on the Property of any Foreign Subsidiary whose sales to
unrelated Persons constitute more than 15% of the total sales by Borrower and
its Subsidiaries to unrelated Persons.

                  5.15 Syndication Process. Cooperate in such respects as may be
requested by the Arranger in connection with the syndication of the credit
facilities under this Agreement, including the provision of information (in form
and substance acceptable to the Arranger) for inclusion in written materials
furnished to prospective syndicate members and the participation by Senior
Officers in meetings with prospective syndicate members. Nothing in this Section
5.15 shall obligate Borrower to amend any Loan Document.



                                      -63-
<PAGE>   70


                                    Article 6
                               NEGATIVE COVENANTS


                  So long as any Advance remains unpaid, or any other Obligation
remains unpaid, or any portion of the Commitment remains in force, Borrower
shall not, and shall not permit any of its Subsidiaries to, unless the
Administrative Agent (with the written approval of the Requisite Lenders or, if
required by Section 11.2, of all of the Lenders) otherwise consents:

                  6.1 Payment of Subordinated Obligations. Pay any (a) principal
(including sinking fund payments) or any other amount (other than scheduled
interest payments) with respect to any Subordinated Obligation, or purchase or
redeem (or offer to purchase or redeem) any Subordinated Obligation, or deposit
any monies, securities or other Property with any trustee or other Person to
provide assurance that the principal or any portion thereof of any Subordinated
Obligation will be paid when due or otherwise to provide for the defeasance of
any Subordinated Obligation or (b) scheduled interest on any Subordinated
Obligation unless the payment thereof is then permitted pursuant to the terms of
the indenture or other agreement governing such Subordinated Obligation.

                  6.2 Disposition of Property. Make any Disposition of its
Property, whether now owned or hereafter acquired, except (a) a Disposition by
Borrower to a Wholly-Owned Subsidiary, or by a Subsidiary to Borrower or a
Wholly-Owned Subsidiary, (b) a Disposition by Safeskin Corporation (Malaysia)
SDN BHD of all or substantially all of its physical plant in Malaysia, (c)
Dispositions of accounts receivable of Borrower or its Subsidiaries in an
aggregate amount of up to $10,000,000 in any Fiscal Quarter for a sales price of
not less than 80% of the amount of such accounts receivable, provided that at
the time of any such Disposition no Default or Event of Default exists or would
occur as a result of such Disposition, and (d) a Disposition (other than the
Dispositions referred to in clauses (b) and (c) above) for which the Net Cash
Sales Proceeds, when added to the aggregate Net Cash Sales Proceeds of all
Dispositions made during that Fiscal Year, does not exceed $5,000,000.

                  6.3 Mergers. Merge or consolidate with or into any Person,
except (a) mergers and consolidations of a Subsidiary of Borrower into Borrower
or a Wholly-Owned Subsidiary or of Subsidiaries with each other and (b) a merger
or consolidation of a Person into Borrower or with or into a Wholly-Owned
Subsidiary of Borrower which constitutes an Acquisition permitted by Section
6.5; provided that (i) Borrower or a Wholly-Owned Subsidiary is the surviving
entity, (ii) no Change in Control results 



                                      -64-
<PAGE>   71

therefrom, (iii) no Default or Event of Default then exists or would result
therefrom and (iv) Borrower and each of the Subsidiary Guarantors execute such
amendments to the Loan Documents as the Administrative Agent may reasonably
determine are appropriate as a result of such merger.

                  6.4 Hostile Acquisitions. Directly or indirectly use the
proceeds of any Loan in connection with the acquisition of part or all of a
voting interest of five percent (5%) or more in any corporation or other
business entity if such acquisition is opposed by the board of directors of such
corporation or business entity.

                  6.5 Acquisitions. Make any Acquisition, except any Acquisition
of a Person engaged in the same line of business as Borrower if the aggregate
consideration paid and payable by Borrower in respect of such Acquisition and in
respect of all transactions related to such Acquisition does not (a) exceed
$5,000,000 or (b) when aggregated with all other Acquisitions during that Fiscal
Year, exceed an amount equal to 50% of Tangible Net Worth as of the last day of
the immediately preceding Fiscal year; provided that, prior to any such
Acquisition, Borrower furnishes to the Administrative Agent a Certificate which
demonstrates that, giving effect thereto on a pro-forma basis, Borrower would
have been in compliance with Sections 6.12 through 6.17 for each of the four (4)
Fiscal Quarters most recently-ended and is projected to be in compliance with
such Sections for each of the next succeeding four (4) Fiscal Quarters.

                  6.6 Distributions. Make any Distribution, whether from
capital, income or otherwise, and whether in Cash or other Property, except:

                           (a) Distributions by any Subsidiary of Borrower to
                  Borrower or any Wholly-Owned Subsidiary;

                           (b) dividends payable on Common Stock; provided that
                  no Default or Event of Default then exists or would result
                  therefrom; and

                           (c) the repurchase, on or about the Closing Date, of
                  all Common Stock held by Safeskin (B.V.I.), Limited for a
                  purchase price not exceeding the fair market value of such
                  Common Stock, and repurchases of other Common Stock for an
                  aggregate repurchase price not in excess of $10,000,000 in any
                  Fiscal Year; provided that no Default or Event of Default then
                  exists or would result therefrom.



                                      -65-
<PAGE>   72

                  6.7 ERISA. At any time, permit any Pension Plan to: (i) engage
in any non-exempt "prohibited transaction" (as defined in Section 4975 of the
Code); (ii) fail to comply with ERISA or any other applicable Laws; (iii) incur
any material "accumulated funding deficiency" (as defined in Section 302 of
ERISA); or (iv) terminate in any manner, which, with respect to each event
listed above, could reasonably be expected to result in a Material Adverse
Effect or (b) withdraw, completely or partially, from any Multiemployer Plan if
to do so could reasonably be expected to result in a Material Adverse Effect.

                  6.8 Change in Nature of Business. Make any material change in
the nature of the business of Borrower and its Subsidiaries, taken as a whole.

                  6.9 Liens and Negative Pledges. Create, incur, assume or
suffer to exist any Lien or Negative Pledge of any nature upon or with respect
to any of their respective Properties, or engage in any sale and leaseback
transaction with respect to any of their respective Properties, whether now
owned or hereafter acquired, except:

                           (a) Liens and Negative Pledges existing on the
         Closing Date and disclosed in Schedule 4.7 and any renewals/extensions
         or amendments thereof, provided that the obligations secured or
         benefited thereby are not increased;

                           (b) Liens and Negative Pledges under the Loan
         Documents, including Liens in favor of the Collateral Agent for the
         ratable benefit of the Secured Creditors under (and as defined in) the
         Intercreditor Agreement;

                           (c) Permitted Encumbrances;

                           (d) Liens on Property acquired by Borrower or any of
         its Subsidiaries that were in existence at the time of the acquisition
         of such Property and were not created in contemplation of such
         acquisition;

                           (e) Liens securing Indebtedness permitted by Section
         6.10(d) on and limited to the capital assets acquired, constructed or
         financed with the proceeds of such Indebtedness or with the proceeds of
         any Indebtedness directly or indirectly refinanced by such
         Indebtedness;

                           (f) Non-consensual Liens securing Indebtedness of not
         more than $500,000, provided that such Liens are discharged within
         thirty (30) days after their incurrence by Borrower;

                                      -66-
<PAGE>   73

                           (g) Liens securing Additional Senior Indebtedness in
         an aggregate principal amount outstanding at any time of not more than
         the Permitted Additional Senior Indebtedness Amount, provided that the
         holder(s) of such Additional Senior Indebtedness become a party to the
         Intercreditor Agreement; and

                           (h) Liens securing Borrower's obligations to
         purchasers of accounts receivable sold by Borrower as permitted under
         Section 6.2.

               6.10 Indebtedness and Guaranty Obligations. Create, incur or
assume any Indebtedness or Guaranty Obligation except:

                           (a) Indebtedness and Guaranty Obligations existing on
         the Closing Date and disclosed in Schedule 6.10, including the
         Indebtedness and Guaranty Obligations owing to the Secured Creditors
         under (and as defined in) the Intercreditor Agreement, and
         refinancings, renewals, extensions or amendments that do not increase
         the amount thereof;

                           (b) Indebtedness and Guaranty Obligations under the 
         Loan Documents;

                           (c) Indebtedness and Guaranty Obligations owed to 
         Borrower or any of its Subsidiaries;

                           (d) Indebtedness consisting of Capital Lease
         Obligations, or otherwise incurred to finance the purchase or
         construction of capital assets (which shall be deemed to exist if the
         Indebtedness is incurred at or within 90 days before or after the
         purchase or construction of the capital asset), or to refinance any
         such Indebtedness, provided that the aggregate principal amount of such
         Indebtedness incurred in any Fiscal Year does not exceed $10,000,000;

                           (e) Subordinated Obligations in such amount as may be
         approved in writing by the Requisite Lenders;

                           (f) Indebtedness consisting of debt securities for
         which the Net Cash Issuance Proceeds will be applied as a mandatory
         prepayment pursuant to Section 3.1(f);

                                      -67-
<PAGE>   74

                           (g) Indebtedness consisting of Interest Rate
         Protection Agreements;

                           (h) Guaranty Obligations in support of the
         obligations of a Wholly-Owned Subsidiary, provided that such
         obligations are not prohibited by this Agreement; and

                           (i) Additional Senior Indebtedness, provided that the
         holder(s) of such Additional Senior Indebtedness become a party to the
         Intercreditor Agreement.

                  6.11 Transactions with Affiliates. Enter into any transaction
of any kind with any Affiliate of Borrower other than (a) salary, bonus,
employee stock option and other compensation arrangements with directors or
officers in the ordinary course of business, (b) transactions that are fully
disclosed to the board of directors (or executive committee thereof) of Borrower
and expressly authorized by a resolution of the board of directors (or executive
committee) of Borrower which is approved by a majority of the directors (or
executive committee) not having an interest in the transaction, (c) transactions
between or among Borrower and its Subsidiaries and (d) transactions on overall
terms at least as favorable to Borrower or its Subsidiaries as would be the case
in an arm's-length transaction between unrelated parties of equal bargaining
power.

                  6.12 Leverage Ratio. Permit the Leverage Ratio, as of the last
day of any Fiscal Quarter occurring during a period set forth below, to be
greater than the ratio set forth opposite such period:
<TABLE>
<CAPTION>

                           Period                               Ratio
                           ------                               -----
<S>                                                           <C> 
         Closing Date through December 30, 1999               2.75 to 1.00
         December 31, 1999 through December 30, 2000          2.00 to 1.00
         December 31, 2000 through December 30, 2001          1.75 to 1.00
         December 31, 2001 through the Maturity Date          1.50 to 1.00
</TABLE>

                  6.13 Interest Coverage Ratio. Permit the Interest Coverage
Ratio, as of the last day of each Fiscal Quarter occurring during the term of
this Agreement, to be less than 4.00 to 1.00.

                                      -68-
<PAGE>   75

                  6.14 Fixed Charge Coverage Ratio. Permit the Fixed Charge
Coverage Ratio, as of the last day of any Fiscal Quarter occurring during a
period set forth below, to be less than the ratio set forth opposite such
period:
<TABLE>
<CAPTION>

                           Period                                Ratio
                           ------                                -----
<S>                                                           <C>  
         Closing Date through December 30, 1999               1.15 to 1.00
         December 31, 1999 through December 30, 2000          1.25 to 1.00
         December 31, 2000 through December 30, 2001          1.50 to 1.00
         December 31, 2001 through December 30, 2002          1.75 to 1.00
         December 31, 2002 through the Maturity Date          2.00 to 1.00
</TABLE>

                  6.15 Tangible Net Worth. Permit Tangible Net Worth as of
December 31, 1998 to be less than $69,650,000 or permit Tangible Net Worth as of
the last day of each Fiscal Quarter thereafter occurring during the term of this
Agreement to be less than the sum of: (a) 75% of Tangible Net Worth as of the
more recent Fiscal Year end; (b) 75% of cumulative, Fiscal Year-to-date Net
Income (with no deduction for a net loss in such Fiscal Quarter, but excluding
any extraordinary loss or gain due to foreign currency translation adjustments);
and (c) 50% of the proceeds of any issuance by Borrower of equity securities
(except to employees or former employees of Borrower pursuant to an employee
stock option plan maintained by Borrower) subsequent to the Closing Date.

                  6.16 Adjusted Current Ratio. Permit the Adjusted Current
Ratio, as of the last day of any Fiscal Quarter, occurring during a period set
forth below, to be less than the ratio set forth opposite such period:
<TABLE>
<CAPTION>

                           Period                                Ratio
                           ------                                -----
<S>                                                           <C> 
         Closing Date through December 30, 2000               1.25 to 1.00
         December 31, 2000 through December 30, 2001          1.50 to 1.00
         December 31, 2001 through December 30, 2002          1.75 to 1.00
         December 31, 2002 through the Maturity Date          2.25 to 1.00
</TABLE>

                  6.17 Net Income. Permit (a) Net Income for any Fiscal Quarter
to be less than zero or (b) Net Income for any Fiscal Year to be less than an
amount equal to 10% of consolidated gross revenues of Borrower and its
Subsidiaries for such Fiscal Year.

                  6.18 Investments. Make or suffer to exist any Investment,
other than:

                                      -69-
<PAGE>   76

                           (a) Investments in existence on the Closing Date and
                  disclosed on Schedule 6.18;

                           (b) Investments consisting of Cash Equivalents;

                           (c) Investments in a Person that is the subject of an
                  Acquisition permitted by Section 6.5;

                           (d) Investments consisting of advances to officers,
                  directors and employees of Borrower and its Subsidiaries for
                  travel, entertainment, relocation, anticipated bonus and
                  analogous ordinary business purposes;

                           (e) Investments in a Domestic Subsidiary that is a
                  Wholly-Owned Subsidiary;

                           (f) Investments in a Foreign Subsidiary that is a
                  Wholly-Owned Subsidiary and Investments in Joint Ventures;
                  provided that the aggregate of all such Investments in all
                  Foreign Subsidiaries and Joint Ventures in any Fiscal Year
                  does not exceed $50,000,000;

                           (g) Investments consisting of the extension of credit
                  to customers or suppliers of Borrower and its Subsidiaries in
                  the ordinary course of business and any Investments received
                  in satisfaction or partial satisfaction thereof;

                           (h) Investments received in connection with the
                  settlement of a bona fide dispute with another Person;

                           (i) Investments representing all or a portion of the
                  sales price of Property sold or services provided to another
                  Person;

                           (j) Investments by Foreign Subsidiaries in any other
                  Subsidiary of Borrower (whether a Domestic Subsidiary or a
                  Foreign Subsidiary); and

                           (k) Investments not described above not in excess of
                  $50,000 in any Fiscal Year.

                                      -70-
<PAGE>   77

                  6.19 Capital Expenditures. Make any Capital Expenditure in any
Fiscal Year, if to do so would result in the aggregate of all Capital
Expenditures made in such Fiscal Year to exceed the sum of (a) $65,000,000 for
the 1998 Fiscal Year, $65,000,000 for the 1999 Fiscal Year, or $50,000,000 for
each subsequent Fiscal Year, plus (b) the amount, if any, by which Capital
Expenditures of Borrower and its Subsidiaries for the immediately preceding
Fiscal Year was less than the applicable foregoing limit for such Fiscal Year.

                  6.20 Operating Leases. Incur any obligation to pay rent under
an operating lease in any Fiscal Year if to do so would result in the aggregate
obligation of Borrower and its Subsidiaries to pay rent under all operating
leases in that Fiscal Year to exceed the applicable amount set forth below for
such Fiscal Year:
<TABLE>
<CAPTION>

                                                   Maximum Aggregate Annual 
             Fiscal Year                          Operating Lease Obligation
            -------------                         --------------------------
<S>                                               <C>       
               1999                                        $3,250,000
               2000                                        $4,000,000
               2001                                        $6,000,000
               2002                                        $7,000,000
               2003                                        $8,000,000
</TABLE>


                  6.21 Subsidiary Indebtedness. Permit (whether or not otherwise
permitted under Section 6.10) any Subsidiary to create, incur, assume or suffer
to exist any Indebtedness or Guaranty Obligation, except (a) Indebtedness and
Guaranty Obligations in existence on the Closing Date, (b) a Guaranty Obligation
required by Section 5.11, (c) Indebtedness owed to Borrower or another
Subsidiary of Borrower, (d) Capital Lease Obligations and purchase money
obligations of a Subsidiary in respect of Property used by that Subsidiary, and
(e) line of credit debt of up to $10,000,000 outstanding at any time.

                  6.22 Amendments to Subordinated Obligations. Amend or modify
any term or provision of any indenture, agreement or instrument evidencing or
governing any Subordinated Obligation in any respect that will or may adversely
affect the interests of the Lenders.


                                      -71-
<PAGE>   78
                                    Article 7
                     INFORMATION AND REPORTING REQUIREMENTS


                  7.1 Financial and Business Information. So long as any Advance
remains unpaid, or any other Obligation remains unpaid, or any portion of the
Commitment remains in force, Borrower shall, unless the Administrative Agent
(with the written approval of the Requisite Lenders) otherwise consents, at
Borrower's sole expense, deliver to the Administrative Agent for distribution by
it to the Lenders, a sufficient number of copies for all of the Lenders of the
following:

                           (a) As soon as practicable, and in any event within
         45 days after the end of each Fiscal Quarter (other than the fourth
         Fiscal Quarter in any Fiscal Year), the consolidated and consolidating
         balance sheet of Borrower and its Subsidiaries as at the end of such
         Fiscal Quarter and the consolidated and consolidating statements of
         operations and cash flows for such Fiscal Quarter, and the portion of
         the Fiscal Year ended with such Fiscal Quarter, all in reasonable
         detail. Such financial statements shall be certified by the chief
         financial officer of Borrower as fairly presenting the financial
         condition, results of operations and cash flows of Borrower and its
         Subsidiaries in accordance with GAAP (other than footnote disclosures),
         consistently applied, as at such date and for such periods, subject
         only to normal year-end accruals and audit adjustments;

                           (b) As soon as practicable, and in any event within
         45 days after the end of each Fiscal Quarter, a Pricing Certificate
         setting forth a calculation of the Leverage Ratio as of the last day of
         such Fiscal Quarter, and providing reasonable detail as to the
         calculation thereof, which calculations in the case of the fourth
         Fiscal Quarter in any Fiscal Year shall be based on the preliminary
         unaudited financial statements of Borrower and its Subsidiaries for
         such Fiscal Quarter, and as soon as practicable thereafter, in the
         event of any material variance in the actual calculation of the
         Leverage Ratio from such preliminary calculation, a revised Pricing
         Certificate setting forth the actual calculation thereof;

                           (c) As soon as practicable, and in any event within
         90 days after the end of each Fiscal Year, the consolidated and
         consolidating balance sheet of Borrower and its Subsidiaries as at the
         end of such Fiscal Year and the consolidated and consolidating
         statements of operations, stockholders' equity and cash flows, in each
         case of Borrower and its Subsidiaries for such Fiscal 



                                      -72-
<PAGE>   79

         Year, all in reasonable detail. Such financial statements shall be
         prepared in accordance with GAAP, consistently applied, and such
         consolidated financial statements shall be accompanied by a report of
         Deloitte & Touche LLP or other independent public accountants of
         recognized standing selected by Borrower and reasonably satisfactory to
         the Requisite Lenders, which report shall be prepared in accordance
         with generally accepted auditing standards as at such date, and shall
         not be subject to any qualifications or exceptions as to the scope of
         the audit nor to any other qualification or exception determined by the
         Requisite Lenders in their good faith business judgment to be adverse
         to the interests of the Lenders. Such accountants' report shall be
         accompanied by a certificate stating that, in making the examination
         pursuant to generally accepted auditing standards necessary for the
         certification of such financial statements and such report, such
         accountants have obtained no knowledge of any Default then existing or,
         if, in the opinion of such accountants, any such Default shall exist,
         stating the nature and status of such Default, and stating that such
         accountants have reviewed Borrower's financial calculations as at the
         end of such Fiscal Year (which shall accompany such certificate) under
         Sections 6.12 through 6.17, have read such Sections (including the
         definitions of all defined terms used therein) and that nothing has
         come to the attention of such accountants in the course of such
         examination that would cause them to believe that the same were not
         calculated by Borrower in the manner prescribed by this Agreement;

                           (d) As soon as practicable, and in any event not
         later than sixty (60) days after the commencement of each Fiscal Year,
         a budget and projection by Fiscal Quarter for that Fiscal Year and by
         Fiscal Year for the next two succeeding Fiscal Years, including for the
         first such Fiscal Year, projected balance sheets, statements of
         operations and statements of cash flow and, for the second and third
         such Fiscal Years, projected consolidated condensed balance sheets and
         statements of operations and cash flows of Borrower and its Subsi-
         diaries, all in reasonable detail;

                           (e) Promptly after request by the Administrative
         Agent or any Lender, copies of any detailed audit reports by
         independent accountants in connection with the accounts or books of
         Borrower or any of its Subsidiaries, or any audit of any of them;

                           (f) Promptly after the same are available, and in any
         event within five (5) Banking Days after filing with the Securities and
         Exchange Commission, copies of each annual report, proxy or financial
         statement or other 



                                      -73-
<PAGE>   80

         report or communication sent to the stockholders of Borrower, and
         copies of all annual, regular, periodic and special reports and
         registration statements which Borrower may file or be required to file
         with the Securities and Exchange Commission under Section 13 or 15(d)
         of the Securities Exchange Act of 1934, as amended, and not otherwise
         required to be delivered to the Lenders pursuant to other provisions of
         this Section 7.1;

                           (g) Promptly after request by the Administrative
         Agent or any Lender, copies of any other report or other document that
         was filed by Borrower with any Governmental Agency;

                           (h) Promptly upon a Senior Officer becoming aware,
         and in any event within five (5) Banking Days after becoming aware, of
         the occurrence of any (i) "reportable event" (as such term is defined
         in Section 4043 of ERISA, but excluding such events as to which the
         PBGC has by regulation waived the requirement therein contained that it
         be notified within thirty days of the occurrence of such event) or (ii)
         non-exempt "prohibited transaction" (as such term is defined in Section
         406 of ERISA or Section 4975 of the Code) involving any Pension Plan or
         any trust created thereunder, telephonic notice specifying the nature
         thereof, and, no more than two (2) Banking Days after such telephonic
         notice, written notice again specifying the nature thereof and
         specifying what action Borrower is taking or proposes to take with
         respect thereto, and, when known, any action taken by the Internal
         Revenue Service with respect thereto;

                           (i) As soon as practicable, and in any event within
         two (2) Banking Days after a Senior Officer becomes aware of the
         existence of any condition or event which constitutes a Default or
         Event of Default, telephonic notice specifying the nature and period of
         existence thereof, and, no more than two (2) Banking Days after such
         telephonic notice, written notice again specifying the nature and
         period of existence thereof and specifying what action Borrower is
         taking or proposes to take with respect thereto;

                           (j) Promptly upon a Senior Officer becoming aware
         that (i) any Person has commenced a legal proceeding with respect to a
         claim against Borrower that is $1,000,000 or more in excess of the
         amount thereof that is fully covered by insurance, (ii) any creditor
         under a credit agreement involving Indebtedness of $1,000,000 or more
         or any lessor under a lease involving aggregate rent of $1,000,000 or
         more has asserted a default thereunder on the part of Borrower or,
         (iii) any Person has commenced a legal proceeding with 



                                      -74-
<PAGE>   81

         respect to a claim against Borrower under a contract that is not a
         credit agreement or material lease with respect to a claim of in excess
         of $1,000,000 or which otherwise may reasonably be expected to result
         in a Material Adverse Effect, a written notice describing the pertinent
         facts relating thereto and what action Borrower is taking or proposes
         to take with respect thereto; and

                           (k) Such other data and information as from time to
         time may be reasonably requested by the Administrative Agent, any
         Lender (through the Administrative Agent) or the Requisite Lenders.

                  7.2 Compliance Certificates. So long as any Advance remains
unpaid, or any other Obligation remains unpaid or unperformed, or any portion of
the Commitment remains outstanding, Borrower shall, at Borrower's sole expense,
deliver to the Administrative Agent for distribution by it to the Lenders
concurrently with the financial statements required pursuant to Sections 7.1(a)
and 7.1(c), a Compliance Certificate signed by a Senior Officer.

                                      -75-
<PAGE>   82


                                    Article 8
                                   CONDITIONS


                  8.1 Initial Advances. The obligation of each Lender to make
the initial Advance to be made by it, and the obligation of the Issuing Lender
to issue the initial Letter of Credit, is subject to the following conditions
precedent, each of which shall be satisfied prior to the making of the initial
Advances (unless all of the Lenders, in their sole and absolute discretion,
shall agree otherwise):

                           (a) The Administrative Agent shall have received all
         of the following, each of which shall be originals unless otherwise
         specified, each properly executed by a Responsible Official of each
         party thereto, each dated as of the Closing Date and each in form and
         substance satisfactory to the Administrative Agent and its legal
         counsel (unless otherwise specified or, in the case of the date of any
         of the following, unless the Administrative Agent otherwise agrees or
         directs):

                                    (1) at least one (1) executed counterpart of
                  this Agreement, together with arrangements satisfactory to the
                  Administrative Agent for additional executed counterparts,
                  sufficient in number for distribution to the Lenders and
                  Borrower;

                                    (2) Revolving Notes executed by Borrower in
                  favor of each Lender, each in a principal amount equal to that
                  Lender's Pro Rata Share of the Revolving Commitment;

                                    (3) Term Notes executed by Borrower in favor
                  of each Lender, each in a principal amount equal to that
                  Lender's Pro Rata Share of the Term Commitment;

                                    (4) the Subsidiary Guaranty executed by the 
                  Subsidiary Guarantors;

                                    (5) the Pledge Agreement executed by 
                  Borrower;

                                    (6) the Pledged Collateral, together with
                  executed undated stock powers relating thereto;

                                      -76-
<PAGE>   83

                                    (7) the Security Agreement executed by 
                  Borrower and the Subsidiary Guarantors;

                                    (8) the Intercreditor Agreement executed by
                  Borrower, the Subsidiary Guarantors and each other party
                  thereto;

                                    (9) such financing statements on Form UCC-1
                  executed by Borrower and the Subsidiary Guarantors with
                  respect to the Security Agreement as the Administrative Agent
                  may request;

                                    (10) with respect to Borrower and the
                  Subsidiary Guarantors, such documentation as the
                  Administrative Agent may reasonably require to establish the
                  due organization, valid existence and good standing of
                  Borrower and the Subsidiary Guarantors, their qualification to
                  engage in business in each material jurisdiction in which they
                  are engaged in business or required to be so qualified, their
                  authority to execute, deliver and perform the Loan Documents
                  to which it is a Party, the identity, authority and capacity
                  of each Responsible Official thereof authorized to act on its
                  behalf, including certified copies of articles of
                  incorporation and amendments thereto, bylaws and amendments
                  thereto, certificates of good standing and/or qualification to
                  engage in business, tax clearance certificates, certificates
                  of corporate resolutions, incumbency certificates,
                  Certificates of Responsible Officials, and the like;

                                    (11) the Opinion of Counsel;

                                    (12) a Certificate of the chief financial
                  officer of Borrower certifying that the representation
                  contained in Section 4.17 is, to the best of his or her
                  knowledge, true and correct;

                                    (13) a Certificate of the chief financial
                  officer of Borrower certifying that the conditions specified
                  in Sections 8.1(f) and 8.1(g) have been satisfied; and

                                    (14) such other assurances, certificates,
                  documents, consents or opinions as the Administrative Agent or
                  the Requisite Lenders reasonably may require.

                           (b) The fees payable on the Closing Date pursuant to
         Section 3.2 shall have been paid.

                                      -77-
<PAGE>   84

                           (c) All Indebtedness outstanding under the Original
         Credit Agreement shall have been (or shall concurrently be) paid and
         the same shall, together with all Liens securing such Indebtedness,
         have been (or shall concurrently be) terminated.

                           (d) The Administrative Agent shall be reasonably
         satisfied that, upon the filing of the financing statements described
         in Section 8.1(a)(8) with the appropriate Governmental Agencies, the
         Collateral Agent will hold a first priority perfected Lien in the
         Collateral, for the ratable benefit of the Lenders and the other
         Secured Creditors identified in the Intercreditor Agreement, subject
         only to Permitted Encumbrances.

                           (e) The reasonable costs and expenses of the
         Administrative Agent in connection with the preparation of the Loan
         Documents payable pursuant to Section 11.3, and invoiced to Borrower
         prior to the Closing Date, shall have been paid.

                           (f) The representations and warranties of Borrower
         contained in Article 4 shall be true and correct in all material
         respects.

                           (g) Borrower and any other Parties shall be in
         compliance with all the terms and provisions of the Loan Documents, and
         giving effect to the initial Advance, no Default or Event of Default
         shall have occurred and be continuing.

                           (h) All legal matters relating to the Loan Documents
         shall be satisfactory to Sheppard, Mullin, Richter & Hampton LLP,
         special counsel to the Administrative Agent.

                           (i) The Closing Date shall have occurred on or before
         March 15, 1999.

                  8.2 Any Advance. The obligation of each Lender to make any
Advance, and the obligation of the Issuing Lender to issue any Letter of Credit,
is subject to the following conditions precedent (unless the Requisite Lenders
or, in any case where the approval of all of the Lenders is required pursuant to
Section 11.2, all of the Lenders, in their sole and absolute discretion, shall
agree otherwise):

                                      -78-
<PAGE>   85

                           (a) except (i) for representations and warranties
         which expressly speak as of a particular date or are no longer true and
         correct as a result of a change which is permitted by this Agreement or
         (ii) as disclosed by Borrower and approved in writing by the Requisite
         Lenders, the representations and warranties contained in Article 4
         (other than Sections 4.4, 4.6 (first sentence), 4.10 and 4.17) shall be
         true and correct in all material respects on and as of the date of the
         Advance as though made on that date;

                           (b) no circumstance or event shall have occurred that
         constitutes a Material Adverse Effect since the Closing Date;

                           (c) other than matters described in Schedule 4.10 or
         not required as of the Closing Date to be therein described, there
         shall not be then pending or threatened any action, suit, proceeding or
         investigation against or affecting Borrower or any of its Subsidiaries
         or any Property of any of them before any Governmental Agency that
         constitutes a Material Adverse Effect;

                           (d) the Administrative Agent shall have timely
         received a Request for Loan (or telephonic or other request for Loan
         referred to in the second sentence of Section 2.1(b), if applicable),
         or a Request for Letter of Credit (as applicable), in compliance with
         Article 2; and

                           (e) the Administrative Agent shall have received, in
         form and substance satisfactory to the Administrative Agent, such other
         assurances, certificates, documents or consents related to the
         foregoing as the Administrative Agent or Requisite Lenders reasonably
         may require.

                                      -79-
<PAGE>   86


                                    Article 9
              EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT


                  9.1 Events of Default. The existence or occurrence of any one
or more of the following events, whatever the reason therefor and under any
circumstances whatsoever, shall constitute an Event of Default:

                           (a) Borrower fails to pay any principal on any of the
         Notes, or any portion thereof, on the date when due; or

                           (b) Borrower fails to pay any interest on any of the
         Notes, or any fees under Sections 3.3, 3.4 or 3.5, or any portion
         thereof, within two (2) Banking Days after the date when due; or fails
         to pay any other fee or amount payable to the Lenders under any Loan
         Document, or any portion thereof, within two (2) Banking Days after
         demand therefor; or

                           (c) Borrower fails to comply with any of the
         covenants contained in Article 6; or

                           (d) Borrower fails to comply with Section 7.1(i) in
         any respect that is materially adverse to the interests of the Lenders;
         or

                           (e) Borrower or any other Party fails to perform or
         observe any other covenant or agreement (not specified in clause (a),
         (b), (c) or (d) above) contained in any Loan Document on its part to be
         performed or observed within twenty (20) Banking Days after the giving
         of notice by the Administrative Agent on behalf of the Requisite
         Lenders of such Default or, if such Default is not reasonably
         susceptible of cure within such period, within such longer period as is
         reasonably necessary to effect a cure so long as such Borrower or such
         Party continues to diligently pursue cure of such Default but not in
         any event in excess of forty (40) Banking Days; or

                           (f) Any representation or warranty of Borrower or any
         other Party made in any Loan Document, or in any certificate or other
         writing delivered by Borrower or such Party pursuant to any Loan
         Document, proves to have been incorrect when made or reaffirmed in any
         respect that is materially adverse to the interests of the Lenders; or

                                      -80-
<PAGE>   87

                           (g) Borrower (i) fails to pay the principal, or any
         principal installment, of any present or future Indebtedness of
         $5,000,000 or more, or any guaranty of present or future Indebtedness
         of $5,000,000 or more, on its part to be paid, when due (or within any
         stated grace period), whether at the stated maturity, upon
         acceleration, by reason of required prepayment or otherwise or (ii)
         fails to perform or observe any other term, covenant or agreement on
         its part to be performed or observed, or suffers any event of default
         to occur, in connection with any present or future Indebtedness of
         $5,000,000 or more, or of any guaranty of present or future
         Indebtedness of $5,000,000 or more, if as a result of such failure or
         sufferance any holder or holders thereof (or an agent or trustee on its
         or their behalf) has the right to declare such Indebtedness due before
         the date on which it otherwise would become due or the right to require
         Borrower to redeem or purchase, or offer to redeem or purchase, all or
         any portion of such Indebtedness; or

                           (h) Any Loan Document, at any time after its
         execution and delivery and for any reason other than the agreement or
         action (or omission to act) of the Administrative Agent or the Lenders
         or satisfaction in full of all the Obligations, ceases to be in full
         force and effect or is declared by a court of competent jurisdiction to
         be null and void, invalid or unenforceable in any respect which is
         materially adverse to the interests of the Lenders; or any Collateral
         Document ceases (other than by action or inaction of the Administrative
         Agent or any Lender) to create a valid and effective Lien in any
         material portion of the Collateral; or any Party thereto denies in
         writing that it has any or further liability or obligation under any
         Loan Document, or purports to revoke, terminate or rescind same; or

                           (i) A final judgment against Borrower is entered for
         the payment of money in excess of $1,000,000 (not covered by insurance
         or for which an insurer has reserved its rights) and, absent
         procurement of a stay of execution, such judgment remains unsatisfied
         for thirty (30) calendar days after the date of entry of judgment, or
         in any event later than five (5) days prior to the date of any proposed
         sale thereunder; or any writ or warrant of attachment or execution or
         similar process is issued or levied against all or any material part of
         the Property of Borrower and is not released, vacated or fully bonded
         within thirty (30) calendar days after its issue or levy; or

                           (j) Borrower institutes or consents to the
         institution of any proceeding under a Debtor Relief Law relating to it
         or to all or any material part of its Property, or is unable or admits
         in writing its inability to pay its debts as 



                                      -81-
<PAGE>   88

         they mature, or makes an assignment for the benefit of creditors; or
         applies for or consents to the appointment of any receiver, trustee,
         custodian, conservator, liquidator, rehabilitator or similar officer
         for it or for all or any material part of its Property; or any
         receiver, trustee, custodian, conservator, liquidator, rehabilitator or
         similar officer is appointed without the application or consent of that
         Person and the appointment continues undischarged or unstayed for sixty
         (60) calendar days; or any proceeding under a Debtor Relief Law
         relating to any such Person or to all or any part of its Property is
         instituted without the consent of that Person and continues undismissed
         or unstayed for sixty (60) calendar days; or

                           (k) The occurrence of an Event of Default (as such
         term is or may hereafter be specifically defined in any other Loan
         Document) under any other Loan Document; or

                           (l) Any holder of a Subordinated Obligation of more
         than $5,000,000 asserts in writing that such Subordinated Obligation is
         not subordinated to the Obligations in accordance with its terms and
         Borrower does not promptly deny in writing such assertion and contest
         any attempt by such holder to take action based on such assertion; or

                           (m) Any Pension Plan maintained by Borrower is
         finally determined by the PBGC to have a material "accumulated funding
         deficiency" as that term is defined in Section 302 of ERISA in excess
         of an amount equal to 5% of the consolidated total assets of Borrower
         as of the most-recently ended Fiscal Quarter; or

                           (n) The occurrence of an event of default in respect
         of the "Noteholder Outstandings" (as defined in the Intercreditor
         Agreement) or a default by Borrower in respect of its guaranty of the
         "Synthetic Lease Outstandings" (as defined in the Intercreditor
         Agreement); or

                           (o) The Requisite Lenders determine in good faith
         that a circumstance or event has occurred that constitutes a Material
         Adverse Effect.

                  9.2 Remedies Upon Event of Default. Without limiting any other
rights or remedies of the Administrative Agent or the Lenders provided for
elsewhere in this Agreement, or the other Loan Documents, or by applicable Law,
or in equity, or otherwise, but subject, in any event, to the terms and
provisions of the Intercreditor Agreement:

                                      -82-
<PAGE>   89

                           (a) Upon the occurrence, and during the continuance,
         of any Event of Default other than an Event of Default described in
         Section 9.1(j):

                                    (1) the Commitments to make Advances and all
                  other obligations of the Administrative Agent or the Lenders
                  and all rights of Borrower and any other Parties under the
                  Loan Documents shall be suspended without notice to or demand
                  upon Borrower, which are expressly waived by Borrower, except
                  that all of the Lenders or the Requisite Lenders (as the case
                  may be, in accordance with Section 11.2) may waive an Event of
                  Default or, without waiving, determine, upon terms and
                  conditions satisfactory to the Lenders or Requisite Lenders,
                  as the case may be, to reinstate the Commitments and such
                  other obligations and rights and make further Advances, which
                  waiver or determination shall apply equally to, and shall be
                  binding upon, all the Lenders;

                                    (2) the Issuing Lender may, with the
                  approval of the Administrative Agent on behalf of the
                  Requisite Lenders, demand immediate payment by Borrower of an
                  amount equal to the aggregate amount of all outstanding
                  Letters of Credit to be held by the Issuing Lender in an
                  interest-bearing cash collateral account as collateral
                  hereunder; and

                                    (3) the Requisite Lenders may request the
                  Administrative Agent to, and the Administrative Agent
                  thereupon shall, terminate the Commitments and/or declare all
                  or any part of the unpaid principal of all Notes, all interest
                  accrued and unpaid thereon and all other amounts payable under
                  the Loan Documents to be forthwith due and payable, whereupon
                  the same shall become and be forthwith due and payable,
                  without protest, presentment, notice of dishonor, demand or
                  further notice of any kind, all of which are expressly waived
                  by Borrower.

                           (b) Upon the occurrence of any Event of Default
         described in Section 9.1(j):

                                    (1) the Commitments to make Advances and all
                  other obligations of the Administrative Agent or the Lenders
                  and all rights of Borrower and any other Parties under the
                  Loan Documents shall terminate without notice to or demand
                  upon Borrower, which are expressly 

                                      -83-
<PAGE>   90

                  waived by Borrower, except that all of the Lenders may waive
                  the Event of Default or, without waiving, determine, upon
                  terms and conditions satisfactory to all the Lenders, to
                  reinstate the Commitment and such other obligations and rights
                  and make further Advances, which determination shall apply
                  equally to, and shall be binding upon, all the Lenders;

                                    (2) an amount equal to the aggregate amount
                  of all outstanding Letters of Credit shall be immediately due
                  and payable to the Issuing Lender without notice to or demand
                  upon Borrower, which are expressly waived by Borrower, to be
                  held by the Issuing Lender in an interest-bearing cash
                  collateral account as collateral hereunder; and

                                    (3) the unpaid principal of all Notes, all
                  interest accrued and unpaid thereon and all other amounts
                  payable under the Loan Documents shall be forthwith due and
                  payable, without protest, presentment, notice of dishonor,
                  demand or further notice of any kind, all of which are
                  expressly waived by Borrower.

                           (c) Upon the occurrence of any Event of Default, the
         Lenders and the Administrative Agent, or any of them, without notice to
         (except as expressly provided for in any Loan Document) or demand upon
         Borrower, which are expressly waived by Borrower (except as to notices
         expressly provided for in any Loan Document), may proceed (but only
         with the consent of the Requisite Lenders) to protect, exercise and
         enforce their rights and remedies under the Loan Documents against
         Borrower and any other Party and such other rights and remedies as are
         provided by Law or equity.

                           (d) The order and manner in which the Lenders' rights
         and remedies are to be exercised shall be determined by the Requisite
         Lenders in their sole discretion, and all payments received by the
         Administrative Agent and the Lenders, or any of them, shall be applied
         first to the costs and expenses (including reasonable attorneys' fees
         and disbursements and the reasonably allocated costs of attorneys
         employed by the Administrative Agent or by any Lender) of the
         Administrative Agent and of the Lenders, and thereafter paid pro rata
         to the Lenders in the same proportions that the aggregate Obligations
         owed to each Lender under the Loan Documents bear to the aggregate
         Obligations owed under the Loan Documents to all the Lenders, without
         priority or preference among the Lenders. Regardless of how each Lender
         may treat payments for the purpose of its own accounting, for the
         purpose of computing Borrower' Obligations hereunder and under the
         Notes, payments shall be applied 




                                      -84-
<PAGE>   91

         first, to the costs and expenses of the Administrative Agent and the
         Lenders, as set forth above, second, to the payment of accrued and
         unpaid interest due under any Loan Documents to and including the date
         of such application (ratably, and without duplication, according to the
         accrued and unpaid interest due under each of the Loan Documents), and
         third, to the payment of all other amounts (including principal and
         fees) then owing to the Administrative Agent or the Lenders under the
         Loan Documents. No application of payments will cure any Event of
         Default, or prevent acceleration, or continued acceleration, of amounts
         payable under the Loan Documents, or prevent the exercise, or continued
         exercise, of rights or remedies of the Lenders hereunder or thereunder
         or at Law or in equity.

                                      -85-
<PAGE>   92

                                   Article 10
                            THE ADMINISTRATIVE AGENT


                  10.1 Appointment and Authorization. Subject to Section 10.8,
each Lender hereby irrevocably appoints and authorizes the Administrative Agent
to take such action as agent on its behalf and to exercise such powers under the
Loan Documents as are delegated to the Administrative Agent by the terms thereof
or are reasonably incidental, as determined by the Administrative Agent,
thereto. This appointment and authorization is intended solely for the purpose
of facilitating the servicing of the Loans and does not constitute appointment
of the Administrative Agent as trustee for any Lender or as representative of
any Lender for any other purpose and, except as specifically set forth in the
Loan Documents to the contrary, the Administrative Agent shall take such action
and exercise such powers only in an administrative and ministerial capacity.

                  10.2 Administrative Agent and Affiliates. Union Bank of
California, N.A. (and each successor Administrative Agent) has the same rights
and powers under the Loan Documents as any other Lender and may exercise the
same as though it were not the Administrative Agent, and the term "Lender" or
"Lenders" includes Union Bank of California, N.A. in its individual capacity.
Union Bank of California, N.A. (and each successor Administrative Agent) and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of banking, trust or other business with Borrower, any Subsidiary thereof,
or any Affiliate of Borrower or any Subsidiary thereof, as if it were not the
Administrative Agent and without any duty to account therefor to the Lenders.
Union Bank of California, N.A. (and each successor Administrative Agent) need
not account to any other Lender for any monies received by it for reimbursement
of its costs and expenses as Administrative Agent hereunder, or (subject to
Section 11.10) for any monies received by it in its capacity as a Lender
hereunder. The Administrative Agent shall not be deemed to hold a fiduciary
relationship with any Lender and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Administrative Agent.

                  10.3 Proportionate Interest in any Collateral. The Collateral
Agent, on behalf of all the Lenders and all of the other Secured Creditors
identified in the Intercreditor Agreement, shall hold in accordance with the
Loan Documents all items of any collateral or interests therein received or held
by the Administrative Agent. Subject to the Administrative Agent's and the
Lenders' rights to reimbursement for their costs and expenses hereunder
(including reasonable attorneys' fees and disburse-


                                      -86-
<PAGE>   93

ments and other professional services and the reasonably allocated costs of
attorneys employed by the Administrative Agent or a Lender) and subject to the
application of payments in accordance with Section 9.2(d), each Lender shall
have an interest in the Lenders' interest in such collateral or interests
therein in the same proportions that the aggregate Obligations owed such Lender
under the Loan Documents bear to the aggregate Obligations owed under the Loan
Documents to all the Lenders, without priority or preference among the Lenders.

                  10.4 Lenders' Credit Decisions. Each Lender agrees that it
has, independently and without reliance upon the Administrative Agent, any other
Lender or the directors, officers, agents, employees or attorneys of the
Administrative Agent or of any other Lender, and instead in reliance upon
information supplied to it by or on behalf of Borrower and upon such other
information as it has deemed appropriate, made its own independent credit
analysis and decision to enter into this Agreement. Each Lender also agrees that
it shall, independently and without reliance upon the Administrative Agent, any
other Lender or the directors, officers, agents, employees or attorneys of the
Administrative Agent or of any other Lender, continue to make its own
independent credit analyses and decisions in acting or not acting under the Loan
Documents.

                  10.5  Action by Administrative Agent.

                           (a) Absent actual knowledge of the Administrative
         Agent of the existence of a Default, the Administrative Agent may
         assume that no Default has occurred and is continuing, unless the
         Administrative Agent (or the Lender that is then the Administrative
         Agent) has received notice from Borrower stating the nature of the
         Default or has received notice from a Lender stating the nature of the
         Default and that such Lender considers the Default to have occurred and
         to be continuing.

                           (b) The Administrative Agent has only those
         obligations under the Loan Documents as are expressly set forth
         therein.

                           (c) Except for any obligation expressly set forth in
         the Loan Documents and as long as the Administrative Agent may assume
         that no Event of Default has occurred and is continuing, the
         Administrative Agent may, but shall not be required to, exercise its
         discretion to act or not act, except that the Administrative Agent
         shall be required to act or not act upon the instructions of the
         Requisite Lenders (or of all the Lenders, to the extent required by
         Section 11.2) and those instructions shall be binding upon the
         Administrative 



                                      -87-
<PAGE>   94

         Agent and all the Lenders, provided that the Administrative Agent shall
         not be required to act or not act if to do so would be contrary to any
         Loan Document or to applicable Law or would result, in the reasonable
         judgment of the Administrative Agent, in substantial risk of liability
         to the Administrative Agent.

                           (d) If the Administrative Agent has received a notice
         specified in clause (a), the Administrative Agent shall immediately
         give notice thereof to the Lenders and shall act or not act upon the
         instructions of the Requisite Lenders (or of all the Lenders, to the
         extent required by Section 11.2), provided that the Administrative
         Agent shall not be required to act or not act if to do so would be
         contrary to any Loan Document or to applicable Law or would result, in
         the reasonable judgment of the Administrative Agent, in substantial
         risk of liability to the Administrative Agent, and except that if the
         Requisite Lenders (or all the Lenders, if required under Section 11.2)
         fail, for five (5) Banking Days after the receipt of notice from the
         Administrative Agent, to instruct the Administrative Agent, then the
         Administrative Agent, in its sole discretion, may act or not act as it
         deems advisable for the protection of the interests of the Lenders.

                           (e) The Administrative Agent shall have no liability
         to any Lender for acting, or not acting, as instructed by the Requisite
         Lenders (or all the Lenders, if required under Section 11.2),
         notwithstanding any other provision hereof.

                  10.6 Liability of Administrative Agent. Neither the
Administrative Agent nor any of its directors, officers, agents, employees or
attorneys shall be liable for any action taken or not taken by them under or in
connection with the Loan Documents, except for their own gross negligence or
willful misconduct. Without limitation on the foregoing, the Administrative
Agent and its directors, officers, agents, employees and attorneys:

                           (a) May treat the payee of any Note as the holder
         thereof until the Administrative Agent receives notice of the
         assignment or transfer thereof, in form satisfactory to the
         Administrative Agent, signed by the payee, and may treat each Lender as
         the owner of that Lender's interest in the Obligations for all purposes
         of this Agreement until the Administrative Agent receives notice of the
         assignment or transfer thereof, in form satisfactory to the
         Administrative Agent, signed by that Lender;

                                      -88-
<PAGE>   95

                           (b) May consult with legal counsel (including
         in-house legal counsel), accountants (including in-house accountants)
         and other professionals or experts selected by it, or with legal
         counsel, accountants or other professionals or experts for Borrower
         and/or their Subsidiaries or the Lenders, and shall not be liable for
         any action taken or not taken by it in good faith in accordance with
         any advice of such legal counsel, accountants or other professionals or
         experts selected by it with reasonable care;

                           (c) Shall not be responsible to any Lender for any
         statement, warranty or representation made in any of the Loan Documents
         or in any notice, certificate, report, request or other statement
         (written or oral) given or made in connection with any of the Loan
         Documents except for those expressly made by it;

                           (d) Except to the extent expressly set forth in the
         Loan Documents, shall have no duty to ask or inquire as to the
         performance or observance by Borrower or its Subsidiaries of any of the
         terms, conditions or covenants of any of the Loan Documents or to
         inspect any collateral or any Property, books or records of Borrower or
         their Subsidiaries;

                           (e) Will not be responsible to any Lender for the due
         execution, legality, validity, enforceability, genuineness,
         effectiveness, sufficiency or value of any Loan Document, any other
         instrument or writing furnished pursuant thereto or in connection
         therewith, or any collateral;

                           (f) Will not incur any liability by acting or not
         acting in reliance upon any Loan Document, notice, consent,
         certificate, statement, request or other instrument or writing
         reasonably believed by it to be genuine and signed or sent by the
         proper party or parties; and

                           (g) Will not incur any liability for any arithmetical
         error in computing any amount paid or payable by Borrower or any
         Subsidiary or Affiliate thereof or paid or payable to or received or
         receivable from any Lender under any Loan Document, including, without
         limitation, principal, interest, commitment fees, Advances and other
         amounts; provided that, promptly upon discovery of such an error in
         computation, the Administrative Agent, the Lenders and (to the extent
         applicable) Borrower and/or its Subsidiaries or Affiliates shall make
         such adjustments as are necessary to correct such error and to restore
         the parties to the position that they would have occupied had the error
         not occurred.

                                      -89-
<PAGE>   96

                  10.7 Indemnification. Each Lender shall, ratably in accordance
with its Pro Rata Share of the Commitments (if the Commitments are then in
effect) or in accordance with its proportion of the aggregate Indebtedness then
evidenced by the Notes (if the Commitments have then been terminated), indemnify
and hold the Administrative Agent and its directors, officers, agents, employees
and attorneys harmless against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever (including reasonable attorneys' fees and
disbursements and allocated costs of attorneys employed by the Administrative
Agent) that may be imposed on, incurred by or asserted against it or them in any
way relating to or arising out of the Loan Documents (other than losses incurred
by reason of the failure of Borrower to pay the Indebtedness represented by the
Notes) or any action taken or not taken by it as Administrative Agent
thereunder, except such as result from its own gross negligence or willful
misconduct. Without limitation on the foregoing, each Lender shall reimburse the
Administrative Agent upon demand for that Lender's Pro Rata Share of any
out-of-pocket cost or expense incurred by the Administrative Agent in connection
with the negotiation, preparation, execution, delivery, amendment, waiver,
restructuring, reorganization (including a bankruptcy reorganization),
enforcement or attempted enforcement of the Loan Documents, to the extent that
Borrower or any other Party is required by Section 11.3 to pay that cost or
expense but fails to do so upon demand. Nothing in this Section 10.7 shall
entitle the Administrative Agent or any indemnitee referred to above to recover
any amount from the Lenders if and to the extent that such amount has
theretofore been recovered from Borrower or any of its Subsidiaries. To the
extent that the Administrative Agent or any indemnitee referred to above is
later reimbursed such amount by Borrower or any of its Subsidiaries, it shall
return the amounts paid to it by the Lenders in respect of such amount.

                  10.8 Successor Administrative Agent. The Administrative Agent
may, and at the request of the Requisite Lenders shall, resign as Administrative
Agent upon reasonable notice to the Lenders and Borrower effective upon
acceptance of appointment by a successor Administrative Agent. If the
Administrative Agent shall resign as Administrative Agent under this Agreement,
the Requisite Lenders shall appoint from among the Lenders a successor
Administrative Agent for the Lenders, which successor Administrative Agent shall
be approved by Borrower (and such approval shall not be unreasonably withheld or
delayed). If no successor Administrative Agent is appointed prior to the
effective date of the resignation of the Administrative Agent, the
Administrative Agent may appoint, after consulting with the Lenders and
Borrower, a successor Administrative Agent from among the Lenders. Upon the
acceptance of its appointment as successor Administrative Agent hereunder, 



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such successor Administrative Agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent and the term "Administrative Agent"
shall mean such successor Administrative Agent and the retiring Administrative
Agent's appointment, powers and duties as Administrative Agent shall be
terminated. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article 10, and Sections 11.3,
11.11 and 11.22, shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Administrative Agent under this Agreement.
Notwithstanding the foregoing, if (a) the Administrative Agent has not been paid
its agency fees under Section 3.4 or has not been reimbursed for any expense
reimbursable to it under Section 11.3, in either case for a period of at least
one (1) year and (b) no successor Administrative Agent has accepted appointment
as Administrative Agent by the date which is thirty (30) days following a
retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Requisite Lenders appoint a successor
Administrative Agent as provided for above.

                  10.9 No Obligations of Borrower. Nothing contained in this
Article 10 shall be deemed to impose upon Borrower any obligation in respect of
the due and punctual performance by the Administrative Agent of its obligations
to the Lenders under any provision of this Agreement, and Borrower shall have no
liability to the Administrative Agent or any of the Lenders in respect of any
failure by the Administrative Agent or any Lender to perform any of its
obligations to the Administrative Agent or the Lenders under this Agreement.
Without limiting the generality of the foregoing, where any provision of this
Agreement relating to the payment of any amounts due and owing under the Loan
Documents provides that such payments shall be made by Borrower to the
Administrative Agent for the account of the Lenders, Borrower's obligations to
the Lenders in respect of such payments shall be deemed to be satisfied upon the
making of such payments to the Administrative Agent in the manner provided by
this Agreement. In addition, Borrower may rely on a written statement by the
Administrative Agent to the effect that it has obtained the written consent of
the Requisite Lenders or all of the Lenders, as applicable under Section 11.2,
in connection with a waiver, amendment, consent, approval or other action by the
Lenders hereunder, and shall have no obligation to verify or confirm the same.



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                                   Article 11
                                  MISCELLANEOUS


                  11.1 Cumulative Remedies; No Waiver. The rights, powers,
privileges and remedies of the Administrative Agent and the Lenders provided
herein or in any Note or other Loan Document are cumulative and not exclusive of
any right, power, privilege or remedy provided by Law or equity. No failure or
delay on the part of the Administrative Agent or any Lender in exercising any
right, power, privilege or remedy may be, or may be deemed to be, a waiver
thereof; nor may any single or partial exercise of any right, power, privilege
or remedy preclude any other or further exercise of the same or any other right,
power, privilege or remedy. The terms and conditions of Article 8 hereof are
inserted for the sole benefit of the Administrative Agent and the Lenders; the
same may be waived in whole or in part, with or without terms or conditions, in
respect of any Loan without prejudicing the Administrative Agent's or the
Lenders' rights to assert them in whole or in part in respect of any other Loan.

                  11.2 Amendments; Consents. No amendment, modification,
supplement, extension, termination or waiver of any provision of this Agreement
or any other Loan Document, no approval or consent thereunder, and no consent to
any departure by Borrower or any other Party therefrom, may in any event be
effective unless in writing signed by the Administrative Agent with the written
approval of the Requisite Lenders (and, in the case of any amendment,
modification or supplement of or to any Loan Document to which Borrower is a
Party, signed by Borrower, and, in the case of any amendment, modification or
supplement to Article 10, signed by the Administrative Agent), and then only in
the specific instance and for the specific purpose given; and, without the
approval in writing of all the Lenders, no amendment, modification, supplement,
termination, waiver or consent may be effective:

                           (a) To amend or modify the principal of, or the
         amount of principal, principal prepayments or the rate of interest
         payable on, any Note, or the amount of the Commitments or the Pro Rata
         Share of any Lender or the amount of any commitment fee payable to any
         Lender, or any other fee or amount payable to any Lender under the Loan
         Documents or to waive an Event of Default consisting of the failure of
         Borrower to pay when due principal, interest or any fee;

                           (b) To postpone any date fixed for any payment of
         principal of, prepayment of principal of or any installment of interest
         on, any Note or any installment of any fee, or to extend the term of
         the Commitments;


                                      -92-
<PAGE>   99



                           (c) To amend the provisions of the definition of
         "Requisite Lenders", "Amortization Date", "Amortization Amount", or
         "Maturity Date"; or

                           (d) To release any material Subsidiary Guarantor from
         the Subsidiary Guaranty or to release any material Collateral from the
         Lien of the Collateral Documents, except if such release of material
         Collateral occurs in connection with a Disposition permitted under
         Section 6.2, in which case such release shall not require the consent
         of any of the Lenders; or

                           (e) To amend or waive Article 8 or this Section 11.2;
         or

                           (f) To amend any provision of this Agreement that
         expressly requires the consent or approval of all or a specified
         portion of the Lenders.

Any amendment, modification, supplement, termination, waiver or consent pursuant
to this Section 11.2 shall apply equally to, and shall be binding upon, all the
Lenders and the Administrative Agent.

                  11.3 Costs, Expenses and Taxes. Borrower shall pay within five
(5) Banking Days after demand, accompanied by an invoice therefor, the
reasonable costs and expenses of the Administrative Agent in connection with the
negotiation, preparation, syndication, execution and delivery of the Loan
Documents and any amendment thereto or waiver thereof. Borrower shall also pay
on demand, accompanied by an invoice therefor, the reasonable costs and expenses
of the Administrative Agent and the Lenders in connection with the refinancing,
restructuring, reorganization (including a bankruptcy reorganization) and
enforcement or attempted enforcement of the Loan Documents, and any matter
related thereto. The foregoing costs and expenses shall include filing fees,
recording fees, title insurance fees, appraisal fees, search fees, and other
out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any
legal counsel (including reasonably allocated costs of legal counsel employed by
the Administrative Agent or any Lender), independent public accountants and
other outside experts retained by the Administrative Agent or any Lender,
whether or not such costs and expenses are incurred or suffered by the
Administrative Agent or any Lender in connection with or during the course of
any bankruptcy or insolvency proceedings of any of Borrower or any Subsidiary
thereof. Borrower shall pay any and all documentary and other taxes, excluding
(i) taxes imposed on or measured in whole or in part by a Lender's overall net
income imposed on it by (A) any jurisdiction (or political subdivision thereof)
in which it is organized or maintains its principal office or Eurodollar Lending
Office or 



                                      -93-
<PAGE>   100

(B) any jurisdiction (or political subdivision thereof) in which it is "doing
business" or (ii) any withholding taxes or other taxes based on gross income
imposed by the United States of America for any period with respect to which it
has failed to provide Borrower with the appropriate form or forms required by
Section 11.21, to the extent such forms are then required by applicable Laws,
and all costs, expenses, fees and charges payable or determined to be payable in
connection with the filing or recording of this Agreement, any other Loan
Document or any other instrument or writing to be delivered hereunder or
thereunder, or in connection with any transaction pursuant hereto or thereto,
and shall reimburse, hold harmless and indemnify on the terms set forth in 11.11
the Administrative Agent and the Lenders from and against any and all loss,
liability or legal or other expense with respect to or resulting from any delay
in paying or failure to pay any such tax, cost, expense, fee or charge or that
any of them may suffer or incur by reason of the failure of any Party to perform
any of its Obligations. Any amount payable to the Administrative Agent or any
Lender under this Section 11.3 shall bear interest from the fifth Banking Day
following the date of demand for payment at the Default Rate.

                  11.4 Nature of Lenders' Obligations. The obligations of the
Lenders hereunder are several and not joint or joint and several. Nothing
contained in this Agreement or any other Loan Document and no action taken by
the Administrative Agent or the Lenders or any of them pursuant hereto or
thereto may, or may be deemed to, make the Lenders a partnership, an
association, a joint venture or other entity, either among themselves or with
the Borrower or any Affiliate of any of Borrower. A default by any Lender will
not increase the Pro Rata Share of the Commitments attributable to any other
Lender. Any Lender not in default may, if it desires, assume in such proportion
as the nondefaulting Lenders agree the obligations of any Lender in default, but
is not obligated to do so. The Administrative Agent agrees that it will use its
best efforts either to induce promptly the other Lenders to assume the
obligations of a Lender in default or to obtain promptly another Lender,
reasonably satisfactory to Borrower, to replace such a Lender in default.

                  11.5 Survival of Representations and Warranties. All
representations and warranties contained herein or in any other Loan Document,
or in any certificate or other writing delivered by or on behalf of any one or
more of the Parties to any Loan Document, will survive the making of the Loans
hereunder and the execution and delivery of the Notes, and have been or will be
relied upon by the Administrative Agent and each Lender, notwithstanding any
investigation made by the Administrative Agent or any Lender or on their behalf.

                                      -94-
<PAGE>   101

                  11.6 Notices. Except as otherwise expressly provided in the
Loan Documents, all notices, requests, demands, directions and other
communications provided for hereunder or under any other Loan Document must be
in writing and must be mailed, telegraphed, telecopied, dispatched by commercial
courier or delivered to the appropriate party at the address set forth on the
signature pages of this Agreement or other applicable Loan Document or, as to
any party to any Loan Document, at any other address as may be designated by it
in a written notice sent to all other parties to such Loan Document in
accordance with this Section. Except as otherwise expressly provided in any Loan
Document, if any notice, request, demand, direction or other communication
required or permitted by any Loan Document is given by mail it will be effective
on the earlier of receipt or the fourth Banking Day after deposit in the United
States mail with first class or airmail postage prepaid; if given by telegraph
or cable, when delivered to the telegraph company with charges prepaid; if given
by telecopier, when sent; if dispatched by commercial courier, on the scheduled
delivery date; or if given by personal delivery, when delivered.

                  11.7 Execution of Loan Documents. Unless the Administrative
Agent otherwise specifies with respect to any Loan Document, (a) this Agreement
and any other Loan Document may be executed in any number of counterparts and
any party hereto or thereto may execute any counterpart, each of which when
executed and delivered will be deemed to be an original and all of which
counterparts of this Agreement or any other Loan Document, as the case may be,
when taken together will be deemed to be but one and the same instrument and (b)
execution of any such counterpart may be evidenced by a telecopier transmission
of the signature of such party. The execution of this Agreement or any other
Loan Document by any party hereto or thereto will not become effective until
counterparts hereof or thereof, as the case may be, have been executed by all
the parties hereto or thereto.

                  11.8  Binding Effect; Assignment.

                           (a) This Agreement and the other Loan Documents to
         which Borrower is a Party will be binding upon and inure to the benefit
         of Borrower, the Administrative Agent, each of the Lenders, and their
         respective successors and assigns, except that Borrower may not assign
         its rights hereunder or thereunder or any interest herein or therein
         without the prior written consent of all the Lenders. Each Lender
         represents that it is not acquiring its Note with a view to the
         distribution thereof within the meaning of the Securities Act of 1933,
         as amended (subject to any requirement that disposition of such Note
         must be within the control of such Lender). Any Lender may at any time
         pledge its Note or any other instrument evidencing its rights as a
         Lender under this 



                                      -95-
<PAGE>   102

         Agreement to a Federal Reserve Bank, but no such pledge shall release
         that Lender from its obligations hereunder or grant to such Federal
         Reserve Bank the rights of a Lender hereunder absent foreclosure of
         such pledge.

                           (b) From time to time following the Closing Date,
         each Lender may assign to one or more Eligible Assignees all or any
         portion of its Pro Rata Share of the Commitments; provided that (i)
         such Eligible Assignee, if not then a Lender or an Affiliate of the
         assigning Lender, shall be approved by the Administrative Agent and (if
         no Event of Default then exists) Borrower (neither of which approvals
         shall be unreasonably withheld or delayed), (ii) such assignment shall
         be evidenced by a Commitment Assignment and Acceptance, a copy of which
         shall be furnished to the Administrative Agent as hereinbelow provided,
         (iii) except in the case of an assignment to an Affiliate of the
         assigning Lender, to another Lender or of the entire remaining
         Commitments of the assigning Lender, the assignment shall not assign a
         Pro Rata Share of the Commitments that is equivalent to less than
         $5,000,000 and (iv) the effective date of any such assignment shall be
         as specified in the Commitment Assignment and Acceptance, but not
         earlier than the date which is five (5) Banking Days after the date the
         Administrative Agent has received the Commitment Assignment and
         Acceptance. Upon the effective date of such Commitment Assignment and
         Acceptance, the Eligible Assignee named therein shall be a Lender for
         all purposes of this Agreement, with the Pro Rata Share of the
         Commitments therein set forth and, to the extent of such Pro Rata
         Share, the assigning Lender shall be released from its further
         obligations under this Agreement. Borrower agrees that it shall execute
         and deliver (against delivery by the assigning Lender to Borrower of
         its Notes) to such assignee Lender, Notes evidencing that assignee
         Lender's Pro Rata Share of the Commitments, and to the assigning
         Lender, Notes evidencing the remaining balance Pro Rata Share retained
         by the assigning Lender.

                           (c) By executing and delivering a Commitment
         Assignment and Acceptance, the Eligible Assignee thereunder
         acknowledges and agrees that: (i) other than the representation and
         warranty that it is the legal and beneficial owner of the Pro Rata
         Share of the Commitments being assigned thereby free and clear of any
         adverse claim, the assigning Lender has made no representation or
         warranty and assumes no responsibility with respect to any statements,
         warranties or representations made in or in connection with this
         Agreement or the execution, legality, validity, enforceability,
         genuineness or sufficiency of this Agreement or any other Loan
         Document; (ii) the assigning Lender has made no representation or
         warranty and assumes no responsibility 



                                      -96-
<PAGE>   103

         with respect to the financial condition of Borrower or the performance
         by Borrower of the Obligations; (iii) it has received a copy of this
         Agreement, together with copies of the most recent financial statements
         delivered pursuant to Section 7.1 and such other documents and
         information as it has deemed appropriate to make its own credit
         analysis and decision to enter into such Commitment Assignment and
         Acceptance; (iv) it will, independently and without reliance upon the
         Administrative Agent or any Lender and based on such documents and
         information as it shall deem appropriate at the time, continue to make
         its own credit decisions in taking or not taking action under this
         Agreement; (v) it appoints and authorizes the Administrative Agent to
         take such action and to exercise such powers under this Agreement as
         are delegated to the Administrative Agent by this Agreement; and (vi)
         it will perform in accordance with their terms all of the obligations
         which by the terms of this Agreement are required to be performed by it
         as a Lender.

                           (d) The Administrative Agent shall maintain at the
         Administrative Agent's Office a copy of each Commitment Assignment and
         Acceptance delivered to it and a register (the "Register") of the names
         and address of each of the Lenders and the Pro Rata Share of the
         Commitments held by each Lender, giving effect to each Commitment
         Assignment and Acceptance. The Register shall be available during
         normal business hours for inspection by Borrower or any Lender upon
         reasonable prior notice to the Administrative Agent. After receipt of a
         completed Commitment Assignment and Acceptance executed by any Lender
         and an Eligible Assignee, and receipt of an assignment fee of $3,000
         from such Lender or Eligible Assignee, the Administrative Agent shall,
         promptly following the effective date thereof, provide to Borrower and
         the Lenders a revised Schedule 1.1 giving effect thereto. Borrower, the
         Administrative Agent and the Lenders shall deem and treat the Persons
         listed as Lenders in the Register as the holders and owners of the Pro
         Rata Share of the Commitments listed therein for all purposes hereof,
         and no assignment or transfer of any such Pro Rata Share of the
         Commitments shall be effective, in each case unless and until a
         Commitment Assignment and Acceptance effecting the assignment or
         transfer thereof shall have been accepted by the Administrative Agent
         and recorded in the Register as provided above. Prior to such
         recordation, all amounts owed with respect to the applicable Pro Rata
         Share of the Commitments shall be owed to the Lender listed in the
         Register as the owner thereof, and any request, authority or consent of
         any Person who, at the time of making such request or giving such
         authority or consent, is listed in the Register as a Lender shall be
         conclusive and binding on any subsequent 



                                      -97-
<PAGE>   104

         holder, assignee or transferee of the corresponding Pro Rata Share of
         the Commitments.

                           (e) Each Lender may from time to time grant
         participations to one or more banks or other financial institutions in
         a portion of its Pro Rata Share of the Commitments; provided, however,
         that (i) such Lender's obligations under this Agreement shall remain
         unchanged, (ii) such Lender shall remain solely responsible to the
         other parties hereto for the performance of such obligations, (iii) the
         participating banks or other financial institutions shall not be a
         Lender hereunder for any purpose except, if the participation agreement
         so provides, for the purposes of Sections 3.6, 3.7, 11.11 and 11.22 but
         only to the extent that the cost of such benefits to Borrower does not
         exceed the cost which Borrower would have incurred in respect of such
         Lender absent the participation, (iv) Borrower, the Administrative
         Agent and the other Lenders shall continue to deal solely and directly
         with such Lender in connection with such Lender's rights and
         obligations under this Agreement, (v) the participation interest shall
         be expressed as a percentage of the granting Lender's Pro Rata Share of
         the Commitments as it then exists and shall not restrict an increase in
         the Commitments, or in the granting Lender's Pro Rata Share of the
         Commitments, so long as the amount of the participation interest is not
         affected thereby and (vi) the consent of the holder of such
         participation interest shall not be required for amendments or waivers
         of provisions of the Loan Documents other than those which (A) extend
         any Amortization Date, the Maturity Date or any other date upon which
         any payment of money is due to the Lenders, (B) reduce the rate of
         interest on the Notes, any fee or any other monetary amount payable to
         the Lenders, (C) reduce the amount of any installment of principal due
         under the Notes, (D) release any material Subsidiary Guaranty, or (E)
         release any material Collateral from the Lien of the Collateral
         Documents, except if such release of material Collateral occurs in
         connection with a Disposition permitted under Section 6.2, in which
         case such release shall not require the consent of any of the Lenders
         or of any holder of a participation interest in the Commitments.

                  11.9 Right of Setoff. If an Event of Default has occurred and
is continuing, the Administrative Agent or any Lender (but in each case only
with the consent of the Requisite Lenders) may exercise its rights under Article
9 of the Uniform Commercial Code and other applicable Laws and, to the extent
permitted by applicable Laws, apply any funds in any deposit account maintained
with it by Borrower and/or any Property of Borrower in its possession against
the Obligations.

                                      -98-
<PAGE>   105

                  11.10 Sharing of Setoffs. Each Lender severally agrees that if
it, through the exercise of any right of setoff, banker's lien or counterclaim
against Borrower, or otherwise, receives payment of the Obligations held by it
that is ratably more than any other Lender, through any means, receives in
payment of the Obligations held by that Lender, then, subject to applicable
Laws: (a) the Lender exercising the right of setoff, banker's lien or
counterclaim or otherwise receiving such payment shall purchase, and shall be
deemed to have simultaneously purchased, from each of the other Lenders a
participation in the Obligations held by the other Lenders and shall pay to the
other Lenders a purchase price in an amount so that the share of the Obligations
held by each Lender after the exercise of the right of setoff, banker's lien or
counterclaim or receipt of payment shall be in the same proportion that existed
prior to the exercise of the right of setoff, banker's lien or counterclaim or
receipt of payment; and (b) such other adjustments and purchases of
participations shall be made from time to time as shall be equitable to ensure
that all of the Lenders share any payment obtained in respect of the Obligations
ratably in accordance with each Lender's share of the Obligations immediately
prior to, and without taking into account, the payment; provided that, if all or
any portion of a disproportionate payment obtained as a result of the exercise
of the right of setoff, banker's lien, counterclaim or otherwise is thereafter
recovered from the purchasing Lender by Borrower or any Person claiming through
or succeeding to the rights of Borrower, the purchase of a participation shall
be rescinded and the purchase price thereof shall be restored to the extent of
the recovery, but without interest. Each Lender that purchases a participation
in the Obligations pur suant to this Section 11.10 shall from and after the
purchase have the right to give all notices, requests, demands, directions and
other communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased. Borrower expressly consents to
the foregoing arrangements and agree that any Lender holding a participation in
an Obligation so purchased pursuant to this Section 11.10 may exercise any and
all rights of setoff, banker's lien or counterclaim with respect to the
participation as fully as if the Lender were the original owner of the
Obligation purchased.

                  11.11 Indemnity by Borrower. Borrower agrees to indemnify,
save and hold harmless the Administrative Agent and each Lender and their
respective directors, officers, agents, attorneys and employees (collectively
the "Indemnitees") from and against: (a) any and all claims, demands, actions or
causes of action (except a claim, demand, action, or cause of action for any
amount excluded from the definition of "Taxes" in Section 3.12(d)) if the claim,
demand, action or cause of action arises out of or relates to any act or
omission (or alleged act or omission) of Borrower, its Affiliates or any of its
officers, directors or stockholders relating to the Commitment, the use or




                                      -99-
<PAGE>   106

contemplated use of proceeds of any Loan, or the relationship of Borrower and
the Lenders under this Agreement; (b) any administrative or investigative
proceeding by any Governmental Agency arising out of or related to a claim,
demand, action or cause of action described in clause (a) above; and (c) any and
all liabilities, losses, reasonable costs or expenses (including reasonable
attorneys' fees and the reasonably allocated costs of attorneys employed by any
Indemnitee and disbursements of such attorneys and other professional services)
that any Indemnitee suffers or incurs as a result of the assertion of any
foregoing claim, demand, action or cause of action; provided that no Indemnitee
shall be entitled to indemnification for any loss caused by its own gross
negligence or willful misconduct or for any loss asserted against it by another
Indemnitee. If any claim, demand, action or cause of action is asserted against
any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure
to so promptly notify Borrower shall not affect Borrower's obligations under
this Section unless such failure materially prejudices Borrower's right to
participate in the contest of such claim, demand, action or cause of action, as
hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower
in writing) contest the validity, applicability and amount of such claim,
demand, action or cause of action and shall permit Borrower to participate in
such contest. Any Indemnitee that proposes to settle or compromise any claim or
proceeding for which Borrower may be liable for payment of indemnity hereunder
shall give Borrower written notice of the terms of such proposed settlement or
compromise reasonably in advance of settling or compromising such claim or
proceeding and shall obtain Borrower's prior consent (which shall not be
unreasonably withheld or delayed). In connection with any claim, demand, action
or cause of action covered by this Section 11.11 against more than one
Indemnitee, all such Indemnitees shall be represented by the same legal counsel
(which may be a law firm engaged by the Indemnitees or attorneys employed by an
Indemnitee or a combination of the foregoing) selected by the Indemnitees and
reasonably acceptable to Borrower; provided, that if such legal counsel
determines in good faith that representing all such Indemnitees would or could
result in a conflict of interest under Laws or ethical principles applicable to
such legal counsel or that a defense or counterclaim is available to an
Indemnitee that is not available to all such Indemnitees, then to the extent
reasonably necessary to avoid such a conflict of interest or to permit
unqualified assertion of such a defense or counterclaim, each affected
Indemnitee shall be entitled to separate representation by legal counsel
selected by that Indemnitee and reasonably acceptable to Borrower, with all such
legal counsel using reasonable efforts to avoid unnecessary duplication of
effort by counsel for all Indemnitees; and further provided that the
Administrative Agent (as an Indemnitee) shall at all times be entitled to
representation by separate legal counsel (which may be a law firm or attorneys
employed by the Administrative Agent or a combination of the foregoing). Any
obligation or liability of Borrower to any Indemnitee under this Section 11.11
shall


                                     -100-
<PAGE>   107

survive the expiration or termination of this Agreement and the repayment
of all Loans and the payment and performance of all other Obligations owed to
the Lenders.

               11.12 Nonliability of the Lenders. Borrower acknowledges and
agrees that:

                           (a) Any inspections of any Property of Borrower made
         by or through the Administrative Agent or the Lenders are for purposes
         of administration of the Loan only and Borrower is not entitled to rely
         upon the same (whether or not such inspections are at the expense of
         Borrower);

                           (b) By accepting or approving anything required to be
         observed, performed, fulfilled or given to the Administrative Agent or
         the Lenders pursuant to the Loan Documents, neither the Administrative
         Agent nor the Lenders shall be deemed to have warranted or represented
         the sufficiency, legality, effectiveness or legal effect of the same,
         or of any term, provision or condition thereof, and such acceptance or
         approval thereof shall not constitute a warranty or representation to
         anyone with respect thereto by the Administrative Agent or the Lenders;

                           (c) The relationship between Borrower and the
         Administrative Agent and the Lenders is, and shall at all times remain,
         solely that of borrowers and lenders; neither the Administrative Agent
         nor the Lenders shall under any circumstance be construed to be
         partners or joint venturers of Borrower or its Affiliates; neither the
         Administrative Agent nor the Lenders shall under any circumstance be
         deemed to be in a relationship of confidence or trust or a fiduciary
         relationship with Borrower or its Affiliates, or to owe any fiduciary
         duty to Borrower or its Affiliates; neither the Administrative Agent
         nor the Lenders undertake or assume any responsibility or duty to
         Borrower or its Affiliates to select, review, inspect, supervise, pass
         judgment upon or inform Borrower or its Affiliates of any matter in
         connection with their Property or the operations of Borrower or its
         Affiliates; Borrower and its Affiliates shall rely entirely upon their
         own judgment with respect to such matters; and any review, inspection,
         supervision, exercise of judgment or supply of information undertaken
         or assumed by the Administrative Agent or the Lenders in connection
         with such matters is solely for the protection of the Administrative
         Agent and the Lenders and neither Borrower nor any other Person is
         entitled to rely thereon; and

                                     -101-
<PAGE>   108

                           (d) The Administrative Agent and the Lenders shall
         not be responsible or liable to any Person for any loss, damage,
         liability or claim of any kind relating to injury or death to Persons
         or damage to Property caused by the actions, inaction or negligence of
         Borrower and/or its Affiliates and Borrower hereby indemnify and hold
         the Administrative Agent and the Lenders harmless on the terms set
         forth in Section 11.11 from any such loss, damage, liability or claim.

                  11.13 No Third Parties Benefited. This Agreement is made for
the purpose of defining and setting forth certain obligations, rights and duties
of Borrower, the Administrative Agent and the Lenders in connection with the
Loans, and is made for the sole benefit of Borrower, the Administrative Agent
and the Lenders, and the Administrative Agent's and the Lenders' successors and
assigns. Except as provided in Sections 11.8 and 11.11, no other Person shall
have any rights of any nature hereunder or by reason hereof.

                  11.14 Confidentiality. Each Lender agrees to hold any
confidential information that it may receive from Borrower pursuant to this
Agreement in confidence, except for disclosure: (a) to other Lenders or
Affiliates of a Lender; (b) to legal counsel and accountants for Borrower or any
Lender; (c) to other professional advisors to Borrower or any Lender, provided
that the recipient has accepted such information subject to a confidentiality
agreement substantially similar to this Section 11.14; (d) to regulatory
officials having jurisdiction over that Lender; (e) as required by Law or legal
process, provided that each Lender agrees to notify Borrower of any such
disclosures unless prohibited by applicable Laws, or in connection with any
legal proceeding to which that Lender and Borrower are adverse parties; and (f)
to another financial institution in connection with a disposition or proposed
disposition to that financial institution of all or part of that Lender's
interests hereunder or a parti cipation interest in its Notes, provided that the
recipient has accepted such information subject to a confidentiality agreement
substantially similar to this Section 11.14. For purposes of the foregoing,
"confidential information" shall mean any information respecting Borrower or its
Subsidiaries reasonably considered by Borrower to be confidential, other than
(i) information previously filed with any Governmental Agency and available to
the public, (ii) information previously published in any public medium from a
source other than, directly or indirectly, that Lender, and (iii) information
previously disclosed by Borrower to any Person not associated with Borrower
which does not owe a professional duty of confidentiality to Borrower or which
has not executed an appropriate confidentiality agreement with Borrower. Nothing
in this Section shall be construed to create or give rise to any fiduciary duty
on the part of the Administrative Agent or the Lenders to Borrower.

                                     -102-
<PAGE>   109

                  11.15 Further Assurances. Borrower shall, at its expense and
without expense to the Lenders or the Administrative Agent, do, execute and
deliver such further acts and documents as the Requisite Lenders or the
Administrative Agent from time to time reasonably require for the assuring and
confirming unto the Lenders or the Administrative Agent of the rights hereby
created or intended now or hereafter so to be, or for carrying out the intention
or facilitating the performance of the terms of any Loan Document.

                  11.16 Integration. This Agreement, together with the other
Loan Documents and the letter agreement referred to in Sections 3.2, 3.4, and
3.5, comprises the complete and integrated agreement of the parties on the
subject matter hereof and supersedes all prior agreements, written or oral, on
the subject matter hereof. In the event of any conflict between the provisions
of this Agreement and those of any other Loan Document, the provisions of this
Agreement shall control and govern; provided that the inclusion of supplemental
rights or remedies in favor of the Administrative Agent or the Lenders in any
other Loan Document shall not be deemed a conflict with this Agreement. Each
Loan Document was drafted with the joint participation of the respective parties
thereto and shall be construed neither against nor in favor of any party, but
rather in accordance with the fair meaning thereof.

                  11.17 Governing Law; JURISDICTION AND VENUE. Except to the
extent otherwise provided therein, each Loan Document shall be governed by, and
construed and enforced in accordance with, the Laws of California applicable to
contracts made and performed in California. THE PARTIES AGREE THAT ALL ACTIONS
OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND
LITIGATED ONLY IN A STATE OR FEDERAL COURT LOCATED IN THE STATE OF CALIFORNIA,
OR, AT THE SOLE OPTION OF THE ADMINISTRATIVE AGENT OR ANY LENDER, IN ANY OTHER
COURT IN WHICH THE ADMINISTRATIVE AGENT AND/OR ANY LENDER SHALL INITIATE LEGAL
OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE
MATTER IN CONTROVERSY. THE PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO
SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN ANY SUCH COURT, AND
THE PARTIES HEREBY WAIVE ANY OBJECTION THEY MAY HAVE BASED UPON LACK OF PERSONAL
JURISDICTION AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE
RELIEF AS IS DEEMED APPROPRIATE BY ANY SUCH COURT. FURTHERMORE, THE PARTIES
HEREBY WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT THEY MAY


                                     -103-
<PAGE>   110

HAVE TO ASSERT THE DOCTRINE OF "FORUM NON CONVENIENS" OR TO OBJECT TO VENUE TO
THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 11.17.

                  11.18 Severability of Provisions. Any provision in any Loan
Document that is held to be inoperative, unenforceable or invalid as to any
party or in any jurisdiction shall, as to that party or jurisdiction, be
inoperative, unenforceable or invalid without affecting the remaining provisions
or the operation, enforceability or validity of that provision as to any other
party or in any other jurisdiction, and to this end the provisions of all Loan
Documents are declared to be severable.

                  11.19 Headings. Article and Section headings in this Agreement
and the other Loan Documents are included for convenience of reference only and
are not part of this Agreement or the other Loan Documents for any other
purpose.

                  11.20 Time of the Essence. Time is of the essence of the Loan
Documents.

                  11.21 Foreign Lenders and Participants. Each Lender that is
incorporated or otherwise organized under the Laws of a jurisdiction other than
the United States of America or any State thereof or the District of Columbia
shall deliver to Borrower (with a copy to the Administrative Agent), on or
before the Closing Date (or on or before accepting an assignment or receiving a
participation interest herein pursuant to Section 11.8, if applicable) two duly
completed copies, signed by a Responsible Official, of either Form 1001
(relating to such Lender and entitling it to a complete exemption from
withholding on all payments to be made to such Lender by Borrower pursuant to
this Agreement) or Form 4224 (relating to all payments to be made to such Lender
by the Borrower pursuant to this Agreement) of the United States Internal
Revenue Service or such other evidence (including, if reasonably necessary, Form
W-9) satisfactory to Borrower and the Administrative Agent that no withholding
under the federal income tax laws is required with respect to such Lender.
Thereafter and from time to time, each such Lender shall (a) promptly submit to
Borrower (with a copy to the Administrative Agent), such additional duly
completed and signed copies of one of such forms (or such successor forms as
shall be adopted from time to time by the relevant United States taxing
authorities) as may then be available under then current United States laws and
regulations to avoid, or such evidence as is satisfactory to Borrower and the
Administrative Agent of any available exemption from, United States withholding
taxes in respect of all payments to be made to such Lender by Borrower pursuant
to this Agreement and (b) take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Lender, and as may be


                                     -104-
<PAGE>   111

reasonably necessary (including the re-designation of its Eurodollar Lending
Office, if any) to avoid any requirement of applicable Laws that Borrower make
any deduction or withholding for taxes from amounts payable to such Lender. In
the event that Borrower or the Administrative Agent become aware that a
participation has been granted pursuant to Section 11.8(e) to a financial
institution that is incorporated or otherwise organized under the Laws of a
jurisdiction other than the United States of America, any State thereof or the
District of Columbia, then, upon request made by Borrower or the Administrative
Agent to the Lender which granted such participation, such Lender shall cause
such participant financial institution to deliver the same documents and
information to Borrower and the Administrative Agent as would be required under
this Section if such financial institution were a Lender.

                  11.22  Hazardous Material Indemnity. Borrower hereby agrees to
indemnify, hold harmless and defend (by counsel reasonably satisfactory to the
Administrative Agent) the Administrative Agent and each of the Lenders and their
respective directors, officers, employees, agents, successors and assigns from
and against any and all claims, losses, damages, liabilities, fines, penalties,
charges, administrative and judicial proceedings and orders, judgments, remedial
action requirements, enforcement actions of any kind, and all reasonable costs
and expenses incurred in connection therewith (including but not limited to
reasonable attorneys' fees and the reasonably allocated costs of attorneys
employed by the Administrative Agent or any Lender, and expenses to the extent
that the defense of any such action has not been assumed by Borrower), arising
directly or indirectly out of (i) the presence on, in, under or about any Real
Property of any Hazardous Materials, or any releases or discharges of any
Hazardous Materials on, under or from any Real Property and (ii) any activity
carried on or undertaken on or off any Real Property by Borrower or any of its
predecessors in title, whether prior to or during the term of this Agreement,
and whether by Borrower or any predecessor in title or any employees, agents,
contractors or subcontractors of Borrower or any predecessor in title, or any
third persons at any time occupying or present on any Real Property, in
connection with the handling, treatment, removal, storage, decontamination,
clean-up, transport or disposal of any Hazardous Materials at any time located
or present on, in, under or about any Real Property. The foregoing indemnity
shall further apply to any residual contamination on, in, under or about any
Real Property, or affecting any natural resources, and to any contamination of
any Property or natural resources arising in connection with the generation,
use, handling, storage, transport or disposal of any such Hazardous Materials,
and irrespective of whether any of such activities were or will be undertaken in
accordance with applicable Laws, but the foregoing indemnity shall not apply to
Hazardous Materials on any Real Property, the presence of which is caused by the
Administrative Agent or the Lenders. Borrower hereby acknowledges and agrees
that, 



                                     -105-
<PAGE>   112

notwithstanding any other provision of this Agreement or any of the other Loan
Documents to the contrary, the obligations of Borrower under this Section shall
be unlimited corporate obligations of Borrower and shall not be secured by any
Lien on any Real Property. Any obligation or liability of Borrower to any
Indemnitee under this Section 11.22 shall survive the expiration or termination
of this Agreement and the repayment of all Loans and the payment and performance
of all other Obligations owed to the Lenders.

                  11.23 Waiver of Right to Trial by Jury. EACH PARTY TO THIS
AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTY HERETO OR
ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY.

                  11.24  Purported Oral Amendments.  BORROWER EXPRESSLY
ACKNOWLEDGES THAT THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY ONLY BE
AMENDED OR MODIFIED, OR THE PROVISIONS HEREOF OR THEREOF WAIVED OR SUPPLEMENTED,
BY AN INSTRUMENT IN WRITING THAT COMPLIES WITH SECTION 11.2. BORROWER AGREES
THAT IT WILL NOT RELY ON ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR ORAL
OR WRITTEN STATEMENTS BY ANY REPRESENTATIVE OF THE MANAGING AGENT OR ANY BANK
THAT DOES NOT COMPLY WITH SECTION 11.2 TO EFFECT AN


                                     -106-
<PAGE>   113

AMENDMENT, MODIFICATION, WAIVER OR SUPPLEMENT TO THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.

                                     SAFESKIN CORPORATION



                                     By:
                                         --------------------------------------
                                     Name:
                                          -------------------------------------
                                     Title:
                                           ------------------------------------

                                     Address:

                                     Safeskin Corporation
                                     12671 High Bluff Drive 
                                     San Diego, California  92130

                                     Attn:  William LaRue
                                            Vice President-Treasurer

                                     Telecopier: (619) 350-2380
                                     Telephone:  (619) 350-2128


                                     -107-
<PAGE>   114




                                       UNION BANK OF CALIFORNIA, N.A.,
                                       as Administrative Agent


                                       By:
                                          -----------------------------------
                                                 Douglas S. Lambell
                                                    Vice President

                                       Address:

                                       Union Bank of California, N.A.  
                                       San Diego Commercial Banking Office
                                       530 "B" Street, 4th Floor, S-420
                                       San Diego, California 92101-4407

                                       Attn:     Douglas S. Lambell

                                       Telecopier:        (619) 230-3766
                                       Telephone:         (619) 230-3029


                                       COMERICA BANK,
                                       as a Lender


                                       By:
                                          -----------------------------------
                                                  Emmanuel M. Skevofilax
                                                 Assistant Vice President


                                        Address:

                                        Comerica Bank
                                        Irvine Loan Production Office
                                        1920 Main Street, Suite 1150
                                        Irvine, California 92614

                                        Attn:     Emmanuel M. Skevofilax

                                        Telecopier:        (949) 476-1222



                                     -108-
<PAGE>   115

                                        Telephone:         (949) 476-1933

                                        THE FIRST NATIONAL BANK OF CHICAGO,
                                        as a Lender


                                        By:
                                          -----------------------------------
                                               Anthony B. Mathews
                                                  Vice President


                                         Address:

                                         The First National Bank of Chicago
                                         Mail Suite 4001
                                         777 S. Figueroa Street, 4th Floor
                                         Los Angeles, California 90017-5800

                                         Attn:     Anthony B. Mathews

                                         Telecopier:  (213) 683-4949
                                         Telephone:   (619) 683-4957


                                         SANWA BANK CALIFORNIA,
                                         as a Lender


                                         By: 
                                          -----------------------------------
                                                   Jacob A. Lenhof
                                                   Vice President


                                         Address:

                                         Sanwa Bank California
                                         1280 4th Avenue, 2nd Floor
                                         San Diego, California 92101
    
                                         Attn: Jacob A. Lenhof

                                     -109-
<PAGE>   116

                                         Telecopier: (619) 595-1918
                                         Telephone: (619) 234-0938

                                         UNION BANK OF CALIFORNIA, N.A.,
                                         as a Lender


                                         By:
                                          -----------------------------------
                                                     Bruce A. Breslau
                                                       Vice President


                                         Address:

                                         Union Bank of California, N.A.
                                         San Diego Commercial Banking Office
                                         530 "B" Street, 4th Floor, S-420
                                         San Diego, California 92101-4407

                                         Attn: Bruce A. Breslau

                                         Telecopier: (619) 230-3766
                                         Telephone:  (619) 230-3758


                                     -110-
<PAGE>   117

                                         U.S. BANK, NATIONAL ASSOCIATION,
                                         as a Lender

                                         By:
                                          -----------------------------------
                                                    Janet E. Jordan
                                                     Vice President

                                         Address:

                                         U.S. Bank, National Association
                                         National Corporate Banking Division
                                         PL-4
                                         555 S.W. Oak Street, Suite 400
                                         Portland, Oregon 97204

                                         Attn: Janet E. Jordan

                                         Telecopier: (503) 275-5428
                                         Telephone:  (503) 275-5871



                                         WELLS FARGO BANK, NATIONAL
                                         ASSOCIATION,
                                         as a Lender


                                         By:
                                          -----------------------------------
                                                  Michael Sullivan
                                                    Vice President

                                         Address:

                                         Wells Fargo Bank, National Association
                                         Commercial Banking Office
                                         401 "B" Street, Suite 2201
                                         San Diego, California 92101

                                         Attn:     Michael Sullivan

                                     -111-
<PAGE>   118

                                         Telecopier: (619) 699-3020
                                         Telephone:  (619) 699-3038




                                     -112-
<PAGE>   119

               FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING/
                               TERM LOAN AGREEMENT

                THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING/TERM LOAN
AGREEMENT (this "Amendment"), dated as of March 31, 1999, is entered into by and
between SAFESKIN CORPORATION, a Florida corporation ("Borrower"), and UNION BANK
OF CALIFORNIA, N.A., as Administrative Agent for the Lenders referred to below,
with reference to the following facts:


                                    RECITALS

                A.      Borrower, the Lenders identified therein and the
Administrative Agent are parties to that certain Amended and Restated
Revolving/Term Loan Agreement, dated as of March 5, 1999 (the "Loan Agreement"),
pursuant to which such Lenders have provided Borrower with the revolving and
term loan financing described therein.

                B.      Borrower, the Lenders and the Administrative Agent wish
to amend the Loan Agreement as set forth below.

                NOW, THEREFORE, the parties hereby agree as follows:

        1.      Defined Terms. All initially capitalized terms used in this
Amendment without definition shall have the respective meanings ascribed thereto
in the Loan Agreement.

        2.      Amendment to Definition of "Applicable Commitment Fee Rate".
Section 1.1 of the Loan Agreement is hereby amended such that the definition of
"Applicable Commitment Fee Rate" shall read in full as follows:

                " 'Applicable Commitment Fee Rate' means, for each Pricing
        Period, the rates set forth below (expressed in basis points per annum)
        opposite the Applicable Pricing Level for that Pricing Period:

<TABLE>
<CAPTION>
        Applicable Pricing Level                                 Commitment Fee
        ------------------------                                 --------------
<S>                                                              <C> 
               I                                                 32.5
               II                                                37.5
               III                                               37.5
               IV                                                50
</TABLE>



                                      -1-
<PAGE>   120

<TABLE>
<CAPTION>
        Applicable Pricing Level                                 Commitment Fee
        ------------------------                                 --------------
<S>                                                              <C> 
               V                                                 50;
</TABLE>

        provided, however, upon the Administrative Agent's receipt of a
        Compliance Certificate from Borrower evidencing Borrower's compliance as
        of December 31, 1999 or any subsequent compliance testing date with each
        of the financial covenants set forth in Sections 6.12 through 6.21, the
        Applicable Commitment Fee Rate shall be as set forth below:

<TABLE>
<CAPTION>
        Applicable Pricing Level                                 Commitment Fee
        ------------------------                                 --------------
<S>                                                              <C> 
               I                                                 20
               II                                                25
               III                                               25
               IV                                                37.5
               V                                                 37.5."
</TABLE>

        3.      Amendment to Definition of "Applicable Eurodollar Rate Margin".
Section 1.1 of the Loan Agreement is hereby further amended such that the
definition of "Applicable Eurodollar Rate Margin" shall read in full as follows:

                " 'Applicable Eurodollar Rate Margin' means, for each Pricing
        Period, the interest rate margin set forth below (expressed in basis
        points per annum) opposite the Applicable Pricing Level for that Pricing
        Period:

<TABLE>
<CAPTION>
      Applicable Pricing Level                                  Margin
      ------------------------                                  ------
<S>                                                              <C>
               I                                                 125
               II                                                150
               III                                               162.5
               IV                                                175
               V                                                 187.5;
</TABLE>

        provided, however, upon the Administrative Agent's receipt of a
        Compliance Certificate from Borrower evidencing Borrower's compliance as
        of December 31, 1999 or any subsequent compliance testing date with each
        of the financial covenants set forth in Sections 6.12 through 6.21, the
        Applicable Eurodollar Rate Margin shall be as set forth below:

<TABLE>
<CAPTION>
      Applicable Pricing Level                                  Margin
      ------------------------                                  ------
<S>                                                              <C>
               I                                                 87.5
               II                                                112.5
</TABLE>



                                      -2-
<PAGE>   121


<TABLE>
<CAPTION>
      Applicable Pricing Level                                  Margin
      ------------------------                                  ------
<S>                                                              <C>
               III                                               125
               IV                                                137.5
               V                                                 150."
</TABLE>


        4.      Addition of Definitions For New Swing Line Facility. Section 1.1
of the Loan Agreement is hereby further amended by adding therein new
definitions of "Swing Line," "Swing Line Commitment," "Swing Line Bank," "Swing
Line Loan" and "Swing Line Outstanding" as follows:

                "Swing Line" means the revolving line of credit established by
        the Swing Line Bank in favor of the Borrower pursuant to Section 2.1A.

                "Swing Line Commitment" means an amount equal to the lesser of
        (i) $5,000,000 or (ii) the then applicable Revolving Commitment.

                "Swing Line Bank" means Union Bank of California, N.A., or any
        successor swing line bank hereunder.

                "Swing Line Loan" means an Advance which bears interest at a
        rate per annum equal to interest payable on an Alternative Base Rate
        Loan and made by the Swing Line Bank to Borrower under the Swing Line.

                "Swing Line Outstandings" means, as of any date of
        determination, the aggregate principal amount of Swing Line Loans then
        outstanding.

        5.      Addition of Swing Line Facility. Article 2 of the Loan Agreement
is hereby amended and supplemented by adding therein a new Section 2.1A as
follows:

                "2.1A Swing Line

                (a) The Swing Line Bank shall from time to time prior to the
        Maturity Date make Swing Line Loans to Borrower in such amounts as
        Borrower may request; provided, however, that (i) after giving effect to
        such Swing Line Loan, the Swing Line Outstandings shall not exceed the
        Swing Line Commitment, and (ii) without the consent of the Requisite
        Lenders and the Swing Line Bank, no Swing Line Loan shall be made during
        the continuation of an Event of Default. Unless notified to the contrary
        by the Swing Line Bank, Advances under the Swing Line may be made in
        amounts of at least $100,000 and integral multiples of $25,000 in excess
        thereof (the 'integral amount') made by the Swing Line Bank in
        accordance with Section 2.2. Promptly after receipt of such request, the
        Swing Line Bank shall obtain telephone verification from the
        Administrative




                                      -3-
<PAGE>   122

        Agent that there is availability for such Swing Line Loan under the
        Revolving Commitment. Unless notified to the contrary by the Swing Line
        Bank, each repayment of a Swing Line Loan shall be in an amount which is
        an integral multiple of the integral amount. The Swing Line Bank shall
        promptly notify the Administrative Agent of the Swing Line Outstandings
        each time there is a change therein.

                (b) The Swing Line Loans shall bear interest at a fluctuating
        rate per annum equal to the rate of interest payable on Alternate Base
        Rate Loans payable on such dates, not more frequently than monthly, as
        may be specified by the Swing Line Bank and in any event on the Maturity
        Date. Interest on Swing Line Loans shall be payable upon demand of the
        Swing Line Bank, and the Swing Line Loans shall be payable upon demand
        of the Swing Line Bank, and the Swing Line Bank shall be responsible for
        invoicing Borrower for such interest. The interest payable on Swing Line
        Loans is solely for the account of the Swing Line Bank.

                (c) The principal amount of the Swing Line Loans shall be
        payable on demand made by the Swing Line Bank and in any event on the
        Maturity Date.

                (d) Upon the making of each Swing Line Loan by the Swing Line
        Bank, each Lender shall be deemed to have purchased from the Swing Line
        Bank a participation therein in an amount equal to that Lender's Pro
        Rata Share of the then applicable Revolving Commitment times the amount
        of the Swing Line Loan. Upon demand by the Administrative Agent,
        including any such demand made following the occurrence of an Event of
        Default, each Lender promptly shall provide to the Swing Line Bank such
        Lender's participation amount of any such Swing Line Loan as computed in
        accordance with the preceding sentence. The obligation of each Lender so
        to provide its purchase price to the Swing Line Bank shall be absolute
        and unconditional and shall not be affected by the occurrence of an
        Event of Default or any other occurrence or event.

                (e) In the event that the Swing Line Outstandings are in excess
of $2,000,000 on three consecutive Business Days, then on the next Business Day
(unless Borrower has made other arrangements acceptable to the Swing Line Bank
to reduce the Swing Line Outstandings below such amount), Borrower shall request
a Revolving Loan in a minimum amount necessary to reduce the Swing Line
Outstandings below such amount. The Administrative Agent shall request that the
Lenders provide such amount to the Swing Line Bank (which the Swing Line Bank
shall then apply to the Swing Line Outstandings) and credit any balance of such
Revolving Loan in immediately available funds to the Designated Deposit Account.
If Borrower fails to request a Revolving Loan within the requisite time therefor
pursuant to Section 2.2, the





                                      -4-
<PAGE>   123

Administrative Agent may, but is not required to, without notice to or the
consent of Borrower, cause a Revolving Loan to be made by the Lenders in the
minimum amount necessary to reduce the Swing Line Outstandings below such amount
and, for this purpose, the conditions precedent set forth in Section 8.2 shall
not apply. The proceeds of such Revolving Loan shall be paid to the Swing Line
Bank for application to the Swing Line Outstandings."

        6.      Amendment to Indebtedness and Guaranty Obligations Provision.
Section 6.10 of the Loan Agreement is hereby amended such that clause (i)
thereof shall read in full as follows:

                "(i) Additional Senior Indebtedness incurred after the
        Administrative Agent has received a Compliance Certificate from Borrower
        evidencing Borrower's compliance as of December 31, 1999 or any
        subsequent compliance testing date with each of the financial covenants
        set forth in Sections 6.12 through 6.21 of the Loan Agreement, provided
        that the holder(s) of such Additional Senior Indebtedness become a party
        to the Intercreditor Agreement."

        7.      Amendment to Fixed Charge Coverage Ratio Provision. Section 6.14
of the Loan Agreement is hereby amended to read in full as follows:

                "6.14 Fixed Charge Coverage Ratio. Permit the Fixed Charge
        Coverage Ratio as of December 31, 1999 or as of the last day of any
        Fiscal Quarter occurring during a period set forth below, to be less
        than the ratio set forth opposite such Fiscal Quarter:

<TABLE>
<CAPTION>
        Fiscal Quarter                                               Ratio
        --------------                                               -----
<S>                                                                     <C>
        December 31, 1999                                               1.10 to 1.00
        March 31, 2000 through December 30, 2000                        1.25 to 1.00
        December 31, 2000 through December 30, 2001                     1.50 to 1.00
        December 31, 2001 through December 30, 2002                     1.75 to 1.00
        December 31, 2002 through the Maturity Date                     2.00 to 1.00."
</TABLE>

        8.      Amendment to Capital Expenditures Provisions. Section 6.19 of
the Loan Agreement is hereby amended to read in full as follows:

                "6.19 Capital Expenditures. Make any Capital Expenditure, if to
        do so would result in either of the following applicable limits being
        exceeded:

                        (a)     If the aggregate of all Capital Expenditures
                made in any Fiscal Year would exceed the sum of (i) $65,000,000
                for the 1998 Fiscal



                                      -5-
<PAGE>   124

                Year, $55,000,000 for the 1999 Fiscal Year, or $50,000,000 for
                each subsequent Fiscal Year, plus (ii) the amount, if any, by
                which Capital Expenditures of Borrower and its Subsidiaries for
                the immediately preceding Fiscal Year was less than the
                applicable foregoing limit for such Fiscal Year; or

                        (b)     If the aggregate of all Capital Expenditures
                made in the Fiscal Quarters ending March 31, 1999, June 30, 1999
                or September 30, 1999 would exceed the sum of (i) $20,000,000
                for the Fiscal Quarter ended March 31, 1999, $17,000,000 for the
                Fiscal Quarter ending June 30, 1999, or $11,000,000 for the
                Fiscal Quarter ending September 30, 1999, plus (ii) the amount,
                not to exceed 25% of such preceding Fiscal Quarter's limit, by
                which Capital Expenditures of Borrower and its Subsidiaries for
                the immediately preceding Fiscal Quarter was less than the
                applicable foregoing limit for such Fiscal Quarter."

        9.      Addition of EBITDA Covenant. Article 6 of the Loan Agreement is
hereby further amended and supplemented by adding therein a new Section 6.23 as
follows:

                "6.23 EBITDA. Permit EBITDA for the Fiscal Quarters ending March
        31, 1999, June 30, 1999 and September 30, 1999 to be less than the
        applicable amount set forth below for such Fiscal Quarters:

<TABLE>
<CAPTION>
        Fiscal Quarter Ending                                    Minimum EBITDA
        ---------------------                                    --------------
<S>                                                              <C>        
        March 31, 1999                                           $ 8,000,000
        June 30, 1999                                            $17,000,000
        September 30, 1999                                       $20,000,000."
</TABLE>

        10.     Addition of Maximum Inventory Covenant. Article 6 of the Loan
Agreement is hereby further amended and supplemented by adding therein a new
Section 6.24 as follows:

                "6.24 Inventory. Maintain inventory having an aggregate value
(determined at the lower of cost, on a first-in-first-out basis, or market, on a
net realizable value basis, as determined by Borrower consistent with its past
practices) as of the Fiscal Quarters ending March 31, 1999, June 30, 1999 and
September 30, 1999 of greater than the correlative amount set forth below:




                                      -6-
<PAGE>   125

<TABLE>
<CAPTION>
        Fiscal Quarter Ending                               Maximum Permitted Inventory
        ---------------------                               ---------------------------
<S>                                                               <C>        
        March 31, 1999                                            $51,000,000
        June 30, 1999                                             $43,000,000
        September 30, 1999                                        $38,000,000."
</TABLE>


        11.     Amendment Fee. In consideration of the accommodations provided
to Borrower pursuant to this Amendment, Borrower shall pay to the Administrative
Agent, for the ratable benefit of Lenders, an amendment fee in the amount of
$250,000 (the "Amendment Fee"). Borrower hereby acknowledges and agrees that the
Administrative Agent may effect payment of the Amendment Fee by charging the
full amount of the Amendment Fee to Borrower's Revolving Loan account on the
effective date of this Amendment.

        12.     Conditions Precedent. The effectiveness of this Amendment is
subject to the prior satisfaction of each of the following conditions:

                        a.      Execution and Delivery of this Amendment by
                                Borrower. The Administrative Agent shall have
                                received a copy of this Amendment, duly executed
                                by Borrower;

                        b.      Written Approval of the Lenders. The
                                Administrative Agent shall have received written
                                approval of the terms of this Amendment from
                                each of the Lenders;

                        c.      Execution and Delivery of Commitment Assignment
                                and Acceptance. The Administrative Agent shall
                                have received a Commitment Assignment and
                                Acceptance in the form of Exhibit "A" attached
                                hereto, duly executed by the First National Bank
                                of Chicago ("First Chicago") and Wells Fargo
                                Bank, N.A. and acknowledged by Borrower and the
                                Administrative Agent; and

                        d.      Execution and Delivery of Replacement First
                                Chicago Notes. The Administrative Agent shall
                                have received an original replacement Revolving
                                Note in the form of Exhibit "B" attached hereto
                                and an original replacement Term Note in the
                                form of Exhibit "C" attached hereto, each duly
                                executed by Borrower to the order of First
                                Chicago.

        13.     Otherwise Not Effected. Except as expressly amended hereby, the
Loan Agreement shall remain unaltered and in full force and effect.



                                      -7-
<PAGE>   126

        14.     Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall constitute an original, and all of which,
taken together, shall constitute but one and the same instrument.

                IN WITNESS WHEREOF, the parties have executed this Amendment by
their respective duly authorized officers as of the date first set forth above.


                                        BORROWER:

                                        SAFESKIN CORPORATION,
                                        a Florida corporation

                                        By
                                           -------------------------------------

                                        Title:
                                              ----------------------------------


                                        ADMINISTRATIVE AGENT:

                                        UNION BANK OF CALIFORNIA, N.A.
                                        a national banking association



                                        By
                                           -------------------------------------
                                           Douglas S. Lambell
                                           Vice President




                                      -8-