<PAGE>   1
                                                                   EXHIBIT 10.44

                                 LOAN AGREEMENT




                            Dated as of July 30, 1998




                                      among




                           SAFESKIN (B.V.I.), LIMITED




                            THE LENDERS HEREIN NAMED




                                       and




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

<PAGE>   2

                                     TABLE OF CONTENTS

<TABLE>
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                                                                                       ----
<S>            <C>                                                                     <C>
Article 1      DEFINITIONS AND ACCOUNTING TERMS...........................................1

        1.1    Defined Terms..............................................................1
        1.2    Use of Defined Terms......................................................24
        1.3    Joinder of Additional Borrowers...........................................24
        1.4    Accounting Terms..........................................................24
        1.5    Rounding..................................................................24
        1.6    Exhibits and Schedules....................................................25
        1.7    References to "Borrowers and their Subsidiaries"..........................25
        1.8    Miscellaneous Terms.......................................................25

Article 2      LOANS.....................................................................26

        2.1    Loans-General.............................................................26
        2.2    Alternate Base Rate Loans.................................................27
        2.3    Eurodollar Rate Loans.....................................................28
        2.4    Overseas Offered Rate Loans...............................................28
        2.5    Optional Termination of Commitments.......................................29
        2.6    Administrative Agent's Right to Assume Funds Available for Advances.......29
        2.7    Collateral................................................................29

Article 3      PAYMENTS AND FEES.........................................................30

        3.1    Principal and Interest....................................................30
        3.2    Arranger and Agency Fees..................................................32
        3.3    Increased Commitment Costs................................................32
        3.4    Eurodollar Costs and Related Matters......................................32
        3.5    Late Payments.............................................................36
        3.6    Computation of Interest and Fees..........................................36
        3.7    Non-Banking Days..........................................................37
        3.8    Manner and Treatment of Payments..........................................37
        3.9    Funding Sources...........................................................38
        3.10   Failure to Charge Not Subsequent Waiver...................................38
        3.11   Administrative Agent's Right to Assume Payments Will be Made..............39
        3.12   Fee Determination Detail..................................................39
        3.13   Survivability.............................................................39
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<TABLE>
<S>            <C>                                                                     <C>
Article 4      REPRESENTATIONS AND WARRANTIES............................................40

        4.1    Existence and Qualification; Power; Compliance With Laws..................40
        4.2    Authority; Compliance With Other Agreements and Instruments and
               Government Regulations....................................................40
        4.3    No Governmental Approvals Required........................................41
        4.4    Subsidiaries..............................................................41
        4.5    Financial Statements......................................................41
        4.6    No Other Liabilities; No Material Adverse Changes.........................41
        4.7    Title to and Location of Property.........................................42
        4.8    Intangible Assets.........................................................42
        4.9    Public Utility Holding Company Act........................................42
        4.10   Litigation................................................................42
        4.11   Binding Obligations.......................................................42
        4.12   No Default................................................................43
        4.13   ERISA.....................................................................43
        4.14   Regulation U; Investment Company Act......................................43
        4.15   Disclosure................................................................43
        4.16   Tax Liability.............................................................44
        4.17   Projections...............................................................44
        4.18   Hazardous Materials.......................................................44
        4.19   Security Interests........................................................44

Article 5      AFFIRMATIVE COVENANTS (OTHER THAN INFORMATION
               AND REPORTING REQUIREMENTS)...............................................46

        5.1    Payment of Taxes and Other Potential Liens................................46
        5.2    Preservation of Existence.................................................46
        5.3    Maintenance of Properties.................................................46
        5.4    Maintenance of Insurance..................................................46
        5.5    Compliance With Laws......................................................47
        5.6    Inspection Rights.........................................................47
        5.7    Keeping of Records and Books of Account...................................47
        5.8    Compliance With Agreements................................................47
        5.9    Use of Proceeds...........................................................47
        5.10   Hazardous Materials Laws..................................................47
        5.11   Future Subsidiaries.......................................................48
        5.12   Future Real Property......................................................48
        5.13   Year 2000 Compliance......................................................48
        5.14   Syndication Process.......................................................48

Article 6      NEGATIVE COVENANTS........................................................49

        6.1    Payment of Subordinated Obligations.......................................49
</TABLE>

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<TABLE>
<S>            <C>                                                                     <C>
        6.2    Disposition of Property...................................................49
        6.3    Mergers...................................................................49
        6.4    Hostile Acquisitions......................................................49
        6.5    Acquisitions..............................................................49
        6.6    Distributions.............................................................50
        6.7    ERISA.....................................................................50
        6.8    Change in Nature of Business..............................................50
        6.9    Liens and Negative Pledges................................................50
        6.10   Indebtedness and Guaranty Obligations.....................................51
        6.11   Transactions with Affiliates..............................................51
        6.12   Leverage Ratio............................................................51
        6.13   Investments...............................................................51
        6.14   Capital Expenditures......................................................52
        6.15   Operating Leases..........................................................52
        6.16   Subsidiary Indebtedness...................................................52
        6.17   Amendments to Subordinated Obligations....................................53

Article 7      INFORMATION AND REPORTING REQUIREMENTS....................................54

        7.1    Financial and Business Information........................................54
        7.2    Compliance Certificates...................................................55

Article 8      CONDITIONS................................................................56
        8.1    Initial Advances..........................................................56
        8.2    Any Advance...............................................................58

Article 9      EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF
               DEFAULT ..................................................................60

        9.1    Events of Default.........................................................60
        9.2    Remedies Upon Event of Default............................................62

Article 10     THE ADMINISTRATIVE AGENT..................................................65

        10.1   Appointment and Authorization.............................................65
        10.2   Administrative Agent and Affiliates.......................................65
        10.3   Proportionate Interest in any Collateral..................................65
        10.4   Lenders' Credit Decisions.................................................66
        10.5   Action by Administrative Agent............................................66
        10.6   Liability of Administrative Agent.........................................67
        10.7   Indemnification...........................................................68
        10.8   Successor Administrative Agent............................................69
        10.9   No Obligations of Borrowers...............................................69
</TABLE>

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<TABLE>
<S>            <C>                                                                     <C>
Article 11     MISCELLANEOUS.............................................................71

        11.1   Cumulative Remedies; No Waiver............................................71
        11.2   Amendments; Consents......................................................71
        11.3   Costs, Expenses and Taxes.................................................72
        11.4   Nature of Lenders' Obligations............................................73
        11.5   Survival of Representations and Warranties................................73
        11.6   Notices...................................................................73
        11.7   Execution of Loan Documents...............................................74
        11.8   Binding Effect; Assignment................................................74
        11.9   Right of Setoff...........................................................77
        11.10  Sharing of Setoffs........................................................77
        11.11  Indemnity by Borrowers....................................................78
        11.12  Nonliability of the Lenders...............................................79
        11.13  No Third Parties Benefited................................................80
        11.14  Confidentiality...........................................................80
        11.15  Further Assurances........................................................81
        11.16  Integration...............................................................81
        11.17  Governing Law; JURISDICTION AND VENUE.....................................81
        11.18  Severability of Provisions................................................82
        11.19  Headings..................................................................82
        11.20  Time of the Essence.......................................................82
        11.21  Foreign Lenders and Participants..........................................82
        11.22  Hazardous Material Indemnity..............................................83
        11.23  Joint and Several.........................................................83
        11.24  Waiver of Right to Trial by Jury..........................................84
        11.25  Purported Oral Amendments.................................................84
</TABLE>

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Exhibits

A      -    Commitment Assignment and Acceptance
B      -    Compliance Certificate
C      -    Joinder Agreement
D-1 and
D-2    -    Opinions of Counsel
E      -    Pledge Agreement
F      -    Request for Loan
G      -    Security Agreement
H      -    Sibling Guaranty
I      -    Tranche A Note
J      -    Tranche B Note
K      -    Joint Borrower Provisions

Schedules

1.1         Lender Commitments
4.7A        Existing Liens, Negative Pledges and Rights of Others
4.10        Material Litigation
4.18        Hazardous Materials Matters
6.10        Existing Indebtedness and Guaranty Obligations
6.13        Existing Investments

                                          -v-

<PAGE>   7

                                 LOAN AGREEMENT

                            Dated as of July 30, 1998


               This LOAN AGREEMENT ("Agreement") is entered into by and among
Safeskin (B.V.I.), Limited, a British Virgin Islands corporation, and each of
its Affiliates which may hereafter become a party to this Agreement pursuant to
Section 1.3 (collectively, on a joint and several basis, "Borrowers"), 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.

               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 meanings set forth below:

               "Acquisition" means any transaction, or any series of related
        transactions, consummated after the Closing Date, by which Borrowers
        and/or any of their 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 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.

               "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 Borrowers and the Lenders.


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<PAGE>   8

               "Advance" means any advance made or to be made by any Lender to
        Borrowers as provided in Article 2, and includes each Alternate Base
        Rate Advance, Eurodollar Rate Advance and Overseas Offered 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 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 Loan Agreement, either as originally
        executed or as it may from time to time be supplemented, modified,
        amended, restated or extended.

               "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.

               "Applicable Base Rate Margin" means 0.35% per annum.

               "Applicable Eurodollar Rate Margin" means 1.85% per annum.

               "Applicable Overseas Offered Rate Margin" means 0.125% per annum.

               "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.


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<PAGE>   9

               "BVI" means Safeskin (B.V.I.), Limited, a British Virgin Islands
        corporation, and its successors and assigns.

               "Borrowers" means, collectively, on a joint and several basis,
        BVI and each Affiliate of BVI which hereafter becomes a party to this
        Agreement pursuant to Section 1.3.

               "Capital Expenditure" means any expenditure by Borrowers or any
        of their 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 Borrowers or any of
        their Subsidiaries in any fiscal period shall be net of (a) any net
        sales proceeds received during such fiscal period by Borrowers or such
        Subsidiary for fixed assets sold by Borrowers or such Subsidiary and (b)
        any casualty insurance proceeds received during such fiscal period by
        Borrowers 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 


                                      -3-
<PAGE>   10

        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 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;


                                      -4-
<PAGE>   11

                      (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

                      (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 Borrowers that are paid or
        currently payable in Cash by Borrowers 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) the sale or transfer by Parent of
        any shares of capital stock of either of Borrowers or the issuance by
        either of Borrowers of any shares of capital stock of such Borrower to
        any Person other than Parent, (b) 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, (c) Parent 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 Parent, 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 


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<PAGE>   12

        corporation after the transaction, (d) during any period of 24
        consecutive months, individuals who at the beginning of such period
        constituted the board of directors of Parent (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 approved) cease for any reason to constitute a
        majority of the directors then in office or (e) a "change in control" as
        defined in any document governing Indebtedness of Parent 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 Parent or (iii) an
        employee stock ownership plan or other employee benefit plan covering
        the employees of Parent 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 Borrowers 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 Accounts" means, collectively, the Tranche A
        Collateral Account and the Tranche B Collateral Account.

               "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 Borrowers, any
        of the Subsidiaries of Parent, or Parent, in its capacity as agent for
        BVI in connection with certain of the Pledged Collateral (and executed
        by any third party whose signature is necessary), to secure the
        Obligations.

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

               "Commitments" means, collectively, the Tranche A Commitment and
        the Tranche B Commitment.


                                      -6-
<PAGE>   13

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

               "Common Stock Repurchase" means the purchase by BVI in the public
        market of outstanding shares of Common Stock for an aggregate purchase
        price of not more than $60,000,000.

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

               "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 3.5.

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

               "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 Borrowers or any of their Subsidiaries
        (a) which asset or assets constitute a line of business or substantially
        all the assets of Borrowers 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 Borrowers or their
        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 Borrowers or
        their Subsidiary, and (iii) obsolete assets no longer useful in the
        business of Borrowers and their Subsidiaries whose carrying value on the
        books of Borrowers or such Subsidiary is zero or de minimus.


                                      -7-
<PAGE>   14

               "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.

               "Domestic Subsidiary" means a Subsidiary of Borrowers that is not
        a Foreign Subsidiary.

               "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, minus (c) any non-operating
        non-recurring gain reflected in such Net Income, plus (d) Interest
        Expense of Borrowers and their Subsidiaries for that period, plus (e)
        the aggregate amount of federal and state taxes on or measured by income
        of Borrowers and their Subsidiaries for that period (whether or not
        payable during that period), minus (f) the aggregate amount of federal
        and state credits against taxes on or measured by income of Borrowers
        and their Subsidiaries for that period (whether or not usable during
        that period), plus (g) depreciation, amortization and all other non-cash
        expenses of Borrowers and their Subsidiaries for that period, 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


                                      -8-
<PAGE>   15

        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 Borrowers 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.

               "Eurodollar Lending Office" means, as to each Lender, its office
        or branch so designated by written notice to Borrowers 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 Borrowers pursuant to Section
        2.1(b) and ending 7, 14, or 21 days or 1, 2 or 3 months (or, with the
        written consent of all of the Lenders, any other period) thereafter, as
        specified by Borrowers 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 


                                      -9-
<PAGE>   16

               Banking Day falls in another calendar month, in which case such
               Eurodollar Period shall end on the immediately preceding
               Eurodollar Banking Day; and

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

               "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.

               "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 


                                      -10-
<PAGE>   17

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

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

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

               "Foreign Subsidiary" means a Subsidiary of Borrowers 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 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 


                                      -11-
<PAGE>   18

        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
        Borrowers.

               "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 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.

               "Inactive Subsidiary" means a Subsidiary of Borrowers that (a) is
        not engaged in any active or passive business and (b) holds total assets
        of $10,000 or less.

               "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 


                                      -12-
<PAGE>   19

        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 and (f) any net obligations of such
        Person under Interest Rate Protection Agreements.

               "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.

               "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 Borrowers 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.

               "Joinder Agreement" means a joinder agreement, substantially in
        the form of Exhibit C, to be executed by each Person which hereafter
        becomes a Borrower pursuant to Section 1.3.


                                      -13-
<PAGE>   20

               "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.

               "Leverage Ratio" means, as of the last day of any Fiscal Quarter,
        the ratio of (a) all Indebtedness of Borrowers and their Subsidiaries on
        that date to (b) the product of (i) EBITDA for the fiscal period
        consisting of the three (3) Fiscal Quarters ended on that date and (ii)
        four-thirds.

               "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 Sibling Guaranty, the Collateral Documents and any other agreements
        of any type or nature hereafter executed and delivered by Borrowers,
        their Subsidiaries or any of the Sibling Guarantors to the
        Administrative Agent or 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 Borrowers, their Subsidiaries and the Sibling Guarantors,
        taken as a whole or (c) has materially impaired or 


                                      -14-
<PAGE>   21

        could reasonably be expected to materially impair the ability of
        Borrowers to perform the Obligations.

               "Maturity Date" means January 15, 1999.

               "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 Borrowers or any of
        its ERISA Affiliates contributes or is obligated to contribute.

               "Negative Pledge" means a Contractual Obligation which contains a
        covenant binding on Borrowers or any of their Subsidiaries that
        prohibits Liens on any of their 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 Borrowers or any of their
        Subsidiaries, the Cash proceeds received by or for the account of
        Borrowers or such Subsidiary in consideration of such issuance net of
        (a) underwriting discounts and commissions actually paid to any Person
        not an Affiliate of Borrowers 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
        Borrowers and their Subsidiaries from such Disposition plus (b) the
        amount of Cash received by or for the account of Borrowers and their
        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 Borrowers 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 Borrowers and their Subsidiaries for that
        period, determined in accordance with GAAP, consistently applied.


                                      -15-
<PAGE>   22

               "Note" means any of the Tranche A Notes or the Tranche B Notes,
        and "Notes" means the Tranche A Notes and the Tranche B Notes.

               "Obligations" means all present and future obligations of every
        kind or nature of Borrowers, their Subsidiaries or any of the Sibling
        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 Borrowers or any of
        the Sibling Guarantors.

               "Opinions of Counsel" means the favorable written legal opinions
        of Morgan, Lewis & Bockius LLP, special counsel to Borrowers, and of
        Smith-Hughes, Raworth & McKenzie, special British Virgin Islands counsel
        to BVI, substantially in the form of Exhibits D-1 and D-2, respectively,
        together with copies of all factual certificates and legal opinions
        delivered to such counsel in connection with such opinions upon which
        such counsel have relied.

               "Overseas Offered Rate" means, with respect to any Overseas
        Offered Rate Loan, the interest rate per annum at which the
        Administrative Agent, in its sole discretion, determines that it would
        offer deposits in Dollars to other Persons from its Grand Canyon Islands
        Branch at or about 11:00 a.m. local time two (2) Banking Days prior to
        the date on which such Overseas Offered Rate Loan is funded in an amount
        comparable to the amount of the Advance to be made by the Administrative
        Agent with respect to such Overseas Offered Rate Loan and for a term of
        thirty (30) days.

               "Overseas Offered Rate Advance" means a Tranche B Advance
        specified to be an Overseas Offered Rate Advance in accordance with
        Article 2.

               "Overseas Offered Rate Loan" means a Tranche B Loan specified to
        be an Overseas Offered Rate Loan in accordance with Article 2.

               "Parent" means Safeskin Corporation, a Florida corporation.

               "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.


                                      -16-
<PAGE>   23

               "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
        Borrowers or to which Borrowers 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 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;


                                      -17-
<PAGE>   24

                      (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;

                      (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 


                                      -18-
<PAGE>   25

        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 Borrowers;

                      (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 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 Agreements" means, collectively, the pledge agreements to
        be executed and delivered pursuant to Article 8 by Borrowers and by
        Parent, in the form of Exhibit E, either as originally executed or as
        they may from time to time be supplemented, modified, amended, extended
        or supplanted.

               "Pledged Collateral" means (a) the Repurchased Shares and (b)
        subsequent to the Closing Date, the shares of capital stock of
        Subsidiaries of Borrowers required to be pledged pursuant to Section
        5.11.


                                      -19-
<PAGE>   26

               "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 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 Borrowers and to be contained in the Confidential Offering
        Memorandum furnished to the Lenders as part of the syndication process
        referred to in Section 5.15.

               "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 Tranche A Commitment and the Tranche B 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.

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

               "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.

               "Repurchased Shares" means the shares of Common Stock purchased
        pursuant to the Common Stock Repurchase.

               "Request for Loan" means a written request for a Loan
        substantially in the form of Exhibit F, signed by a Responsible Official
        of Borrowers, on behalf 


                                      -20-
<PAGE>   27

        of Borrowers, and properly completed to provide all information required
        to be included therein.

               "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 Borrowers
        and (b) any other responsible official of Borrowers 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 Borrowers or any of its Subsidiaries as having been
        authorized by all necessary corporate, partnership and/or other action
        on the part of Borrowers or such Subsidiary.

               "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 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 Borrowers, in the form of Exhibit
        G, 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 Borrowers.


                                      -21-
<PAGE>   28

               "Sibling Guarantors" means (a) Safeskin Corporation (Thailand)
        Limited, a Thailand corporation, and (b) any other Subsidiary of Parent
        from time to time designated by the Requisite Lenders.

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

               "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.

               "Subordinated Obligations" means any Indebtedness of Borrowers
        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 Borrowers or any of their Subsidiaries, (c) is not
        guarantied by any Subsidiary of Borrowers, (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.

               "to the best knowledge of" means, when modifying a
        representation, warranty or other statement of any Person, that the fact
        or situation described 


                                      -22-
<PAGE>   29

        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).

               "Tranche A Collateral Account" means a securities account
        maintained by Borrowers with the Administrative Agent's Global Custody
        Department, into which the proceeds of all Tranche A Loans shall be
        deposited.

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

               "Tranche A Loan" means a Loan under the Tranche A Commitment.

               "Tranche A Note" means any of the promissory notes made by
        Borrowers to a Lender evidencing Advances under that Lender's Pro Rata
        Share of the Tranche A 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, extended or supplanted.

               "Tranche B Collateral Account" means a securities account
        maintained by Borrowers with the Administrative Agent's Global Custody
        Department, into which the proceeds of all Tranche B Loans shall be
        deposited and which will accrue interest at the Overseas Offered Rate.

               "Tranche B Commitment" means $40,000,000. The respective Pro Rata
        shares of the Lenders with respect to the Tranche B Commitment are set
        forth in Schedule 1.1.

               "Tranche B Loan" means a Loan under the Tranche B Commitment.

               "Tranche B Note" means any of the promissory notes made by
        Borrowers to a Lender evidencing Advances under that Lender's Pro Rata
        share of the Tranche B Commitment, substantially in the form of Exhibit
        J, either as originally executed or as the same may from time to time be
        supplemented, modified, amended or supplemented.

               "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 


                                      -23-
<PAGE>   30

        Advance, a Eurodollar Rate Loan or Advance, or, only if such Loan or
        Advance is a Tranche B Loan, an Overseas Offered Rate Loan or Advance.

               "Wholly-Owned Subsidiary" means a Subsidiary of Borrowers, 100%
        of the capital stock or other equity interest of which is owned,
        directly or indirectly, by Borrowers, 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 Joinder of Additional Borrowers. BVI may add additional
Borrowers at any time with the consent of the Administrative Agent. Each such
additional Borrower shall be required to become a party to this Agreement by
entering into a Joinder Agreement. Upon BVI's addition of other Borrowers,
Borrowers and the Administrative Agent will negotiate in good faith for a
decrease in the Applicable Base Rate Margin and the Applicable Eurodollar Rate
Margin based upon the creditworthiness of such additional Borrowers.

               1.4 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 covenant contained in Section 6.12 would then be
calculated in a different manner or with different components, (a) Borrowers and
the Lenders agree to amend this Agreement in such respects as are necessary to
conform that covenant as a criterion for evaluating Borrowers' financial
condition to substantially the same criterion as was effective prior to such
change in GAAP and (b) Borrowers shall be deemed to be in compliance with the
covenant contained in the aforesaid Section if and to the extent that Borrowers
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.

               1.5 Rounding. Any financial ratios required to be maintained by
Borrowers 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.


                                      -24-
<PAGE>   31

               1.6 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.

               1.7 References to "Borrowers and their Subsidiaries". Any
reference herein to "Borrowers and their Subsidiaries" or the like shall refer
solely to Borrowers during such times, if any, as Borrowers shall have no
Subsidiaries. Any reference herein to "Borrowers" shall refer to either or both
of Borrowers as the context may require.

               1.8 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.


                                      -25-
<PAGE>   32

                                    Article 2
                                      LOANS


               2.1  Loans-General.

                    (a) 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 Tranche A Commitment, make an
        Advance to Borrowers under the Tranche A Commitment such that the
        aggregate of all such Advances equals the Tranche A Commitment. Amounts
        repaid under the Tranche A Commitment may not be reborrowed.

                    (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 Tranche B Commitment, make an
        Advance to Borrowers under the Tranche B Commitment such that the
        aggregate of all such Advances equals the Tranche B Commitment. Amounts
        repaid under the Tranche B 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, Borrowers to the contrary, a Loan may be requested
        by telephone by a Responsible Official of Borrowers, in which case
        Borrowers 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
        Borrowers, and Borrowers hereby agree 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 by telephone, promptly confirmed by telecopier) of the date and
        type of the Loan, the applicable Eurodollar Period (if a Eurodollar Rate
        Loan), 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


                                      -26-
<PAGE>   33

        applicable Collateral Account. Prior to the occurrence of an Event of
        Default, Borrowers may withdraw funds on deposit in the Collateral
        Accounts and utilize such funds for the purposes permitted under Section
        5.9. Following the occurrence of an Event of Default, Borrowers may
        withdraw funds on deposit in the Collateral Accounts only with the prior
        written approval of the Administrative Agent.

                    (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, each Eurodollar Rate Loan shall be not
        less than $3,000,000 and in an integral multiple of $1,000,000, and each
        Overseas Offered Rate Loan shall be not less than $10,000,000 and in an
        integral multiple of $10,000,000.

                    (f) Notwithstanding Section 2.1(c), during the period
        commencing on the Closing Date and ending on the earlier of (i) sixty
        (60) days after the Closing Date or (ii) the completion of the
        syndication process referred to in Section 5.14, Borrowers 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 Tranche A
        Commitment shall be evidenced by that Lender's Tranche A Note, and the
        Advances made by each Lender under the Tranche B Commitment shall be
        evidenced by that Lender's Tranche B 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(b), 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 Borrowers 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(b), if applicable) received by the Administrative Agent, at the
Administrative Agent's Office, not 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 or an Overseas Offered Rate Loan pursuant to Section 2.4.


                                      -27-
<PAGE>   34

               2.3  Eurodollar Rate Loans.

                    (a) Each request by Borrowers 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(b),
        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
        Borrowers 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 outstanding 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  Overseas Offered Rate Loans. Each request by Borrowers for 
an Overseas Offered 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(b), 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) Banking Days prior to the date of the requested Overseas Offered
Rate Loan. Overseas Offered Rate Loans may remain such only for so long as their
proceeds are on deposit with the Administrative Agent's Grand Cayman Islands
Branch in an account held in the Tranche B Collateral Account. Immediately upon
Borrower's withdrawal of the proceeds of an Overseas Offered Rate Loan from such
account held in the Tranche B Collateral Account for a use permitted under
Section 5.9, such Overseas Offered Rate Loan shall be converted into an
Alternate Base Rate Loan or, if properly designated as such by Borrower pursuant
to Section 2.3, a Eurodollar Rate Loan.


                                      -28-
<PAGE>   35

               2.5  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 Borrowers' 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 Borrowers
thereof.

               2.6  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
Borrowers a corresponding amount. If the Administrative Agent has made funds
available to Borrowers 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 Borrowers and Borrowers 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 available
by the Administrative Agent to Borrowers 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 Borrowers may have against any Lender
as a result of any default by such Lender hereunder.

               2.7  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.


                                      -29-
<PAGE>   36

                                    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(e) and 3.6, 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 plus the Applicable Base Rate
        Margin. 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 on the last
        day of the related Eurodollar Period. Except as otherwise provided in
        Sections 3.1(e) and 3.6, 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) Interest accrued on each Overseas Offered Rate Loan
        shall be due and payable on each Monthly Payment Date. Except as
        otherwise provided in Sections 3.1(e) and 3.6, the unpaid principal
        amount of any Overseas Offered Rate Loan shall bear interest at a rate
        per annum equal to the Overseas Offered Rate plus the Applicable
        Overseas Offered Rate Margin.

                    (e) 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), 3.1(c) or 3.1(d), whichever is applicable
        plus (ii) such incremental rate not in excess of 2% per annum as may be
        specified by the Requisite Lenders.


                                      -30-
<PAGE>   37

                    (f) If not sooner paid, the principal Indebtedness evidenced
        by the Notes shall be payable on the Maturity Date:

                    (g) The principal Indebtedness evidenced by the Notes shall
        be prepaid on or before the third Banking Day following the receipt by
        Borrowers or any of their 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) Net Cash Issuance Proceeds from
        the issuance of debt securities of Borrowers or any of their
        Subsidiaries (except an issuance of debt securities to Borrowers or to a
        Wholly-Owned Subsidiary), by an amount equal to 100% of such Net Cash
        Issuance Proceeds and (iv) Net Cash Issuance Proceeds from the issuance
        of equity securities of Borrowers or any of their Subsidiaries (except
        an issuance of equity securities to Borrowers or to a Wholly-Owned
        Subsidiary or to employees or former employees of Borrowers pursuant to
        an employee stock option plan maintained by Borrowers), by an amount
        equal to 100% of such Net Cash Issuance Proceeds. All prepayments made
        by Borrowers pursuant to this Section 3.1(g) shall be applied first to
        reduce the unpaid principal balance of the Tranche B Loans and
        thereafter to reduce the unpaid principal balance of the Tranche A
        Loans.

                    (h) 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 or an Overseas Offered 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
        or Overseas Offered Rate Loan shall be accompanied by payment of
        interest accrued to the date of payment on the amount of principal paid,
        and (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 3.4(e).


                                      -31-
<PAGE>   38

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

               3.3  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, Borrowers 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 Borrowers 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. Each Lender's determination of such amounts
shall be conclusive in the absence of manifest error.

               3.4  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, Borrowers 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 Borrowers 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). 


                                      -32-
<PAGE>   39

        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
               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 Borrowers with the appropriate 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 


                                      -33-
<PAGE>   40

        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), Borrowers 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 Borrowers 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, 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 Borrowers. 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 maintain 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 3.4(e). Each Lender
        agrees to endeavor promptly to notify Borrowers 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


                                      -34-
<PAGE>   41

        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 Borrowers 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

                         (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
        Borrowers and the Lenders, whereupon until the Administrative Agent
        notifies Borrowers 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
        3.4(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 Borrowers (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, Borrowers 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


                                      -35-
<PAGE>   42

                         (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

                         (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
        Borrowers 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 Borrowers, a calculation of
        the amount due, and a certification that the corresponding costs have
        been incurred by the Lender.

               3.5  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.

               3.6  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 


                                      -36-
<PAGE>   43

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.

               3.7  Non-Banking Days. If any payment to be made by Borrowers 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.

               3.8  Manner and Treatment of Payments.

                    (a) Each payment hereunder (except payments pursuant to
        Sections 3.3, 3.4, 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) Borrowers hereby authorizes the Administrative Agent to
        debit the general operating bank account of Borrowers 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
        Borrowers 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 


                                      -37-
<PAGE>   44

        payments received by it with respect to each of its Notes and, subject
        to Section 10.6(g), such record shall, as against Borrowers, be
        presumptive evidence of the amounts owing. Notwithstanding the foregoing
        sentence, the failure by any Lender to keep such a record shall not
        affect Borrowers' obligation to pay the Obligations.

                    (e) Each payment of any amount payable by Borrowers 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 Borrowers 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 Borrowers are obligated by applicable Laws to make
        any deduction or withholding on account of Taxes from any amount payable
        to any Lender under this Agreement, Borrowers 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
        Borrowers.

               3.9  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.

               3.10 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 3.5), 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 3.5), fee, cost or other
amount payable under any Loan Document, or to 


                                      -38-
<PAGE>   45

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

               3.11 Administrative Agent's Right to Assume Payments Will be
Made. Unless the Administrative Agent shall have been notified by Borrowers
prior to the date on which any payment to be made by Borrowers hereunder is due
that Borrowers do not intend to remit such payment, the Administrative Agent
may, in its discretion, assume that Borrowers have 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 Borrowers have 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.

               3.12 Fee Determination Detail. The Administrative Agent, and any
Lender, shall provide reasonable detail to Borrowers 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.
               3.13 Survivability. All of Borrowers' obligations under Sections
3.3 and 3.4 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
Borrowers shall remain obligated thereunder for all claims under such Sections
made by any Lender to Borrowers prior to the expiration of such period.


                                      -39-
<PAGE>   46

                                    Article 4
                         REPRESENTATIONS AND WARRANTIES


               Borrowers represent and warrant to the Lenders that:

               4.1  Existence and Qualification; Power; Compliance With Laws.
Each of Borrowers is a corporation or other legal entity duly formed, validly
existing and in good standing under the Laws of its jurisdiction of
incorporation or organization. Each of Borrowers is duly qualified or registered
to transact business and is in good standing in each 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. Each of Borrowers 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 BVI are located in the British Virgin Islands. All
outstanding shares of capital stock of Borrowers 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.
Borrowers are in compliance with all Laws and other legal requirements
applicable to their business, have obtained all authorizations, consents,
approvals, orders, licenses and permits from, and have 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 each
Borrower and the Sibling 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 respect to any Property now owned or leased or hereafter
        acquired by such Party;


                                      -40-
<PAGE>   47

                    (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 each Borrower or any Sibling Guarantor of the Loan
Documents to which it is a Party.

               4.4  Subsidiaries. Except to the extent of (a) BVI's beneficial
and equitable interest in certain shares of the capital stock of Safeskin
Corporation (Thailand) Limited, a Thailand corporation, and (b) BVI's beneficial
and equitable interest in certain shares of the capital stock of Safeskin
Corporation (Malaysia) SDN BHD, Borrowers do not have any Subsidiaries.

               4.5  Financial Statements. Borrowers have furnished to the 
Lenders (a) the audited financial statements of Parent for the Fiscal Year ended
December 31, 1997 and (b) the unaudited balance sheet and statement of
operations of Borrowers for the Fiscal Quarter ended March 31, 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 in all material respects the financial condition and results
of operations of Borrowers as of such dates and for such periods in conformity
with GAAP consistently applied, subject only to normal year-end accruals and
audit adjustments and except for the lack of footnotes.

               4.6  No Other Liabilities; No Material Adverse Changes. Borrowers
and their 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. As of the Closing Date, no
circumstance or event has occurred that constitutes a Material Adverse Effect
since March 31, 1998.


                                      -41-
<PAGE>   48

               4.7  Title to and Location of Property. Borrowers and their
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.

               4.8  Intangible Assets. Borrowers and their 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 Borrowers, 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, Borrowers have 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. None of Borrowers nor 
any of their 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 Borrowers or any of their
Subsidiaries of less than $1,000,000, (c) matters of an administrative nature
not involving a claim or charge against Borrowers or any of their Subsidiaries
and (d) matters set forth in Schedule 4.10, there are no actions, suits,
proceedings or investigations pending as to which Borrowers or any of their
Subsidiaries have been served or have received notice or, to the best knowledge
of Borrowers, threatened against or affecting Borrowers or any of their
Subsidiaries or any Property of any of them before any Governmental Agency.

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


                                      -42-
<PAGE>   49

               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 of Borrowers nor any of their 
               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 of Borrowers nor any of their 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 Regulation U. Neither of Borrowers nor any of their 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.


                                      -43-
<PAGE>   50

               4.16 Tax Liability. Borrowers and their 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
Borrowers or any of their 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 Borrowers or any of their 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 Borrowers, the assumptions set forth in the Projections are reasonable and
consistent with each other and with all facts known to Borrowers, 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 Borrowers nor any of their 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 Borrowers, 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 Borrowers or any of their 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 Borrowers or any of
their Subsidiaries on any Real Property, or transported to or from such Real
Property by Borrowers or any of their 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.

               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


                                      -44-
<PAGE>   51

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.


                                      -45-
<PAGE>   52

                                    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, Borrowers
shall, and shall cause their 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
Borrowers and their 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 Borrowers 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
Borrowers, shall not constitute a violation of this covenant.

               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 Borrowers and their Subsidiaries
operate.


                                      -46-
<PAGE>   53

               5.5  Compliance With Laws. Comply with all Requirements of Law
noncompliance with which constitutes a Material Adverse Effect, except that
Borrowers and their 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 Borrowers or any of their
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, Borrowers and their Subsidiaries and to discuss the affairs,
finances and accounts of Borrowers and their 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
require ments of any Governmental Agency having regulatory jurisdiction over
Borrowers and their 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 the Tranche A Loan to
fund the Common Stock Repurchase and use the proceeds of the Tranche B Loan to
finance Capital Expenditures and for general corporate purposes.

               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 (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
Borrowers 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 Borrowers 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


                                      -47-
<PAGE>   54

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
Domestic Subsidiary (other than an Inactive Subsidiary), and 65% of the capital
stock of any Foreign Subsidiary, formed or acquired after the Closing Date
pursuant to the Pledge Agreement, and cause each such Domestic Subsidiary and
Foreign Subsidiary (other than an Inactive Subsidiary) to execute and deliver an
appropriate joinder to the Sibling Guaranty and the Security Agreement.

               5.12 Future Real Property. Promptly following acquisition by
Borrowers 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) Borrowers and their
Subsidiaries are Year 2000 Compliant and (b) all customers and vendors of
Borrowers and their Subsidiaries that are material to the business of Borrowers
and whose ability to perform their business obligations to Borrowers 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.

               5.14 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
5.14 shall obligate Borrowers to amend any Loan Document.


                                      -48-
<PAGE>   55

                                    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, Borrowers
shall not, and shall not permit any of their 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 their
Property, whether now owned or hereafter acquired, except (a) a Disposition by
Borrowers to a Wholly-Owned Subsidiary, or by a Subsidiary to Borrowers 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, and (c) a
Disposition (other than the Disposition referred to in clause (b) 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 mergers and consolidations of a Subsidiary of Borrowers into Borrowers or
a Wholly-Owned Subsidiary or of Subsidiaries with each other.

               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 Acquisitions of
Persons engaged in the same line of business as Borrowers if the aggregate
consideration paid and payable by Borrowers during the term of this Agreement in
respect of all such Acquisitions and in respect of all transactions related to
all such Acquisitions does not exceed $7,500,000; provided that, prior to any
such Acquisition, 


                                      -49-
<PAGE>   56

Borrowers furnish to the Administrative Agent a Certificate which demonstrates
that, giving effect to such Acquisition on a pro-forma basis, Borrowers would
have been in compliance with Section 6.12 for each of the four (4) Fiscal
Quarters most recently-ended and is projected to be in compliance with such
Section throughout the term of this Agreement.

               6.6  Distributions. Make any Distribution, whether from capital,
income or otherwise, and whether in Cash or other Property, except distributions
by any Subsidiary of Borrowers to Borrowers or any Wholly-Owned Subsidiary.

               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 Borrowers 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;

                    (c) Permitted Encumbrances;

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

                    (e) 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 Borrowers.


                                      -50-
<PAGE>   57

               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, 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 Borrowers
        or any of their Subsidiaries;

                    (d) 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);

                    (e) Indebtedness consisting of Interest Rate Protection
        Agreements; and

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

               6.11 Transactions with Affiliates. Enter into any transaction of
any kind with any Affiliate of Borrowers 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 Borrowers and
expressly authorized by a resolution of the board of directors (or executive
committee) of Borrowers which is approved by a majority of the directors (or
executive committee) not having an interest in the transaction, (c) transactions
between or among Borrowers and their Subsidiaries and (d) transactions on
overall terms at least as favorable to Borrowers or their 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 September
30, 1998, to be greater than 3.00 to 1.00.

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

                    (a) Investments in existence on the Closing Date and
        disclosed on Schedule 6.13;


                                      -51-
<PAGE>   58

                    (b) Investments consisting of Cash Equivalents;

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

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

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

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

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

                    (h) Investments in any Subsidiary of Parent to finance
        Capital Expenditures by such Subsidiary in an aggregate amount in any
        Fiscal Year, when combined with all other Capital Expenditures of
        Borrower made in such Fiscal Year, not in excess of $40,000,000; and

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

               6.14 Capital Expenditures. Make any Capital Expenditure in any
Fiscal Year, if to do so would result in the aggregate of all Capital
Expenditures and all Investments pursuant to Section 6.13(h) made in such Fiscal
Year to exceed (a) $40,000,000.

               6.15 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 Borrowers and their Subsidiaries to pay rent under all operating
leases in that Fiscal Year to exceed $1,000,000.

               6.16 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 Borrowers or another
Subsidiary of Borrowers 


                                      -52-
<PAGE>   59

and (d) Capital Lease Obligations and purchase money obligations of a Subsidiary
in respect of Property used by that Subsidiary.

               6.17 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.


                                      -53-
<PAGE>   60

                                    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, Borrowers shall, unless the Administrative Agent
(with the written approval of the Requisite Lenders) otherwise consents, at
Borrowers' 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, the consolidated and consolidating
        balance sheet of Parent 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 Borrowers as fairly presenting the financial
        condition, results of operations and cash flows of Parent 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) 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 Borrowers or any
        of its Subsidiaries, or any audit of any of them;

                    (c) 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 report or communication sent to the stockholders of
        Borrowers, and copies of all annual, regular, periodic and special
        reports and registration statements which Borrowers 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;

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

                    (e) Promptly upon a Senior Officer becoming aware, and in
        any event within five (5) Banking Days after becoming aware, of the
        occurrence 


                                      -54-
<PAGE>   61

        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 Borrowers are taking or proposes to take with
        respect thereto, and, when known, any action taken by the Internal
        Revenue Service with respect thereto;

                    (f) 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 Borrowers are taking or proposes to
        take with respect thereto;

                    (g) Promptly upon a Senior Officer becoming aware that (i)
        any Person has commenced a legal proceeding with respect to a claim
        against Borrowers 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 Borrowers or, (iii) any
        Person has commenced a legal proceeding with respect to a claim against
        Borrowers 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 Borrowers are taking or proposes to take with respect
        thereto; and

                    (h) 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, Borrowers shall, at Borrowers' sole expense,
deliver to the Administrative Agent for distribution by it to the Lenders
concurrently with the financial statements required pursuant to Section 7.1(a),
a Compliance Certificate signed by a Senior Officer.


                                      -55-
<PAGE>   62

                                    Article 8
                                   CONDITIONS


               8.1  Initial Advances. The obligation of each Lender to make the
initial Advance to be made by it 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
               Borrowers;

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

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

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

                         (5) the Pledge Agreements executed by Borrowers and by
               Parent;

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

                         (7) the Security Agreement executed by Borrowers;

                         (8) such financing statements on Form UCC-1 executed by
               Borrowers with respect to the Security Agreement as the
               Administrative Agent may request;


                                      -56-
<PAGE>   63

                         (9) with respect to Borrowers and the Sibling
               Guarantors, such documentation as the Administrative Agent may
               reasonably require to establish the due organization, valid
               existence and good standing of Borrowers and the Sibling
               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;

                         (10) a Form U-1 executed by Borrowers;

                         (11) the Opinions of Counsel;

                         (12) a Certificate of the chief financial officer of
               Borrowers 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
               Borrowers certifying that the conditions specified in Sections
               8.1(e) and 8.1(f) 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.

                    (c)  The Administrative Agent shall be reasonably satisfied
        that, upon the filing of the financing statements described in Section
        8.1(a)(7) with the appropriate Governmental Agencies, the Lenders will
        hold a first priority perfected Lien in the Collateral subject only to
        Permitted Encumbrances.

                    (d)  The reasonable costs and expenses of the Administrative
        Agent in connection with the preparation of the Loan Documents payable

                                      -57-
<PAGE>   64

        pursuant to Section 11.3, and invoiced to Borrowers prior to the Closing
        Date, shall have been paid.

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

                    (f)  Borrowers 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.

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

                    (h)  The Closing Date shall have occurred on or before July
        30, 1998.

               8.2  Any Advance. The obligation of each Lender to make any
Advance 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):

                    (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 Borrowers and approved in writing by the Requisite
        Lenders, the representa tions 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 Borrowers or any of their
        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 


                                      -58-
<PAGE>   65

        second sentence of Section 2.1(b), if 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.


                                      -59-
<PAGE>   66

                                    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) Borrowers fail to pay any principal on any of the Notes,
        or any portion thereof, on the date when due; or

                    (b) Borrowers fail to pay any interest on any of the Notes,
        or any fees under Sections 3.3 or 3.4, or any portion thereof, within
        two (2) Banking Days after the date when due; or fail 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) Borrowers fail to comply with the covenant contained in
        Section 5.16 or any of the covenants contained in Article 6; or

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

                    (e) Borrowers 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 Borrowers 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 Borrowers or any other
        Party made in any Loan Document, or in any certificate or other writing
        delivered by Borrowers 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

                    (g) Any of Borrowers or any Affiliate of Borrowers (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 


                                      -60-
<PAGE>   67

        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 any of Borrowers or
        any Affiliate of Borrowers 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 any of Borrowers 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 Borrowers and is not released, vacated or fully bonded
        within thirty (30) calendar days after its issue or levy; or

                    (j) Any of Borrowers 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 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 


                                      -61-
<PAGE>   68

        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
        Borrowers 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 Borrowers 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 Borrowers as
        of the most-recently ended Fiscal Quarter; or

                    (n) 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:

                    (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 Commitment to make Advances and all other
               obligations of the Administrative Agent or the Lenders and all
               rights of Borrowers and any other Parties under the Loan
               Documents shall be suspended without notice to or demand upon
               Borrowers, which are expressly waived by Borrowers, 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 Commitment 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; and

                         (2) the Requisite Lenders may request the
               Administrative Agent to, and the Administrative Agent thereupon
               shall, 


                                      -62-
<PAGE>   69

               terminate the Commitment 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 Borrowers.

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

                         (1) the Commitment to make Advances and all other
               obligations of the Administrative Agent or the Lenders and all
               rights of Borrowers and any other Parties under the Loan
               Documents shall termi nate without notice to or demand upon
               Borrowers, which are expressly waived by Borrowers, 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; and

                         (2) 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, present ment, notice of dishonor, demand or further
               notice of any kind, all of which are expressly waived by
               Borrowers.

                      (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
        Borrowers, which are expressly waived by Borrowers (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 Borrowers 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 


                                      -63-
<PAGE>   70

        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 Borrowers' Obligations hereunder and under the
        Notes, payments shall be applied 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.


                                      -64-
<PAGE>   71

                                   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 Borrowers, any Subsidiary thereof,
or any Affiliate of Borrowers 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 Administrative
Agent, on behalf of all the Lenders, 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 disbursements 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 


                                      -65-
<PAGE>   72

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 Borrowers 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 Borrowers 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 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 


                                      -66-
<PAGE>   73

        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;

                    (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 Borrowers 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;

                    (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;


                                      -67-
<PAGE>   74

                    (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 Borrowers 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 Borrowers 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 believed in good faith
        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 Borrowers 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)
        Borrowers 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.

               10.7 Indemnification. Each Lender shall, ratably in accordance
with its Pro Rata Share of the Commitment (if the Commitment are then in effect)
or in accordance with its proportion of the aggregate Indebtedness then
evidenced by the Notes (if the Commitment 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 Borrowers 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,
restruc- 


                                      -68-
<PAGE>   75
turing, reorganization (including a bankruptcy reorganization), enforcement or
attempted enforcement of the Loan Documents, to the extent that Borrowers 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
Borrowers or any of its Subsidiaries. To the extent that the Administrative
Agent or any indemnitee referred to above is later reimbursed such amount by
Borrowers 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 Borrowers 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 Borrowers (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
Borrowers, a successor Administrative Agent from among the Lenders. Upon the
acceptance of its appointment as successor Administrative Agent hereunder, 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 Borrowers. Nothing contained in this
Article 10 shall be deemed to impose upon Borrowers 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 Borrowers shall have
no liability 


                                      -69-
<PAGE>   76

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 Borrowers to the Administrative Agent for the
account of the Lenders, Borrowers' 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,
Borrowers 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.


                                      -70-
<PAGE>   77

                                   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 Borrowers 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 Borrowers are a
Party, signed by Borrowers, 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 Commitment 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 Borrowers 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
        Commitment;

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


                                      -71-
<PAGE>   78

                    (d) To release any Sibling Guarantor from the Sibling
        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 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. Borrowers 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. Borrowers 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,
restructur ing, 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 Borrowers or any Subsidiary
thereof. Borrowers 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 (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 Borrowers 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 


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<PAGE>   79

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 Borrowers or any Affiliate of any of Borrowers. A default by any Lender will
not increase the Pro Rata Share of the Commitment 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 Borrowers, 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.

               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 


                                      -73-
<PAGE>   80

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
        Borrowers are a Party will be binding upon and inure to the benefit of
        Borrowers, the Administrative Agent, each of the Lenders, and their
        respective successors and assigns, except that Borrowers 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 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 Commitment; 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) Borrowers (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
        Commitment of the assigning Lender, the assignment shall not assign a
        Pro Rata Share of the


                                      -74-
<PAGE>   81

        Commitment 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 Commitment 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.
        Borrowers agrees that it shall execute and deliver (against delivery by
        the assigning Lender to Borrowers of its Notes) to such assignee Lender,
        Notes evidencing that assignee Lender's Pro Rata Share of the
        Commitment, 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 Commitment 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 with respect to the financial condition of Borrowers or
        the performance by Borrowers 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
        Commitment held 


                                      -75-
<PAGE>   82

        by each Lender, giving effect to each Commitment Assignment and
        Acceptance. The Register shall be available during normal business hours
        for inspection by Borrowers 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 Borrowers and the Lenders a
        revised Schedule 1.1 giving effect thereto. Borrowers, 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 Commitment listed therein for all purposes hereof, and
        no assignment or transfer of any such Pro Rata Share of the Commitment
        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 Commitment 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
        holder, assignee or transferee of the corresponding Pro Rata Share of
        the Commitment.

                    (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 Commitment; 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 3.3, 3.4, 11.11 and 11.22 but only to the extent
        that the cost of such benefits to Borrowers does not exceed the cost
        which Borrowers would have incurred in respect of such Lender absent the
        participation, (iv) Borrowers, 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 Commitment as
        it then exists and shall not restrict an increase in the Commitment, or
        in the granting Lender's Pro Rata Share of the Commitment, 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, 


                                      -76-
<PAGE>   83

        (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 Sibling
        Guarantor from the Sibling 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.

               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 Borrowers and/or any Property of Borrowers in its possession against
the Obligations.

               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 Borrowers, 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 Borrowers or any Person claiming through
or succeeding to the rights of Borrowers, 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 pursuant 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. Borrowers 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 


                                      -77-
<PAGE>   84

counterclaim with respect to the participation as fully as if the Lender were
the original owner of the Obligation purchased.

                                                                           
               11.11 Indemnity by Borrowers. Borrowers agree 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 Borrowers, their Affiliates or any of
their officers, directors or stockholders relating to the Commitment, the use or
contemplated use of proceeds of any Loan, or the relationship of Borrowers and
the Lenders under this Agreement; (b) any administrative or investigative
proceed ing 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 Borrowers, but the failure
to so promptly notify Borrowers shall not affect Borrowers' obligations under
this Section unless such failure materially prejudices Borrowers' 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 Borrowers
in writing) contest the validity, applicability and amount of such claim,
demand, action or cause of action and shall permit Borrowers to participate in
such contest. Any Indemnitee that proposes to settle or compromise any claim or
proceeding for which Borrowers may be liable for pay ment of indemnity hereunder
shall give Borrowers 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 Borrowers' 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 Borrowers; 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 counter claim 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 


                                      -78-
<PAGE>   85

be entitled to separate representation by legal counsel selected by that
Indemnitee and reasonably acceptable to Borrowers, 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
Borrowers to any Indemnitee under this Section 11.11 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.

               11.12 Nonliability of the Lenders. Borrowers acknowledge and
agree that:

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

                     (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 Borrowers 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 Borrowers or their 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 Borrowers or their Affiliates, or to owe any fiduciary
        duty to Borrowers or their Affiliates; neither the Administrative Agent
        nor the Lenders undertake or assume any responsibility or duty to
        Borrowers or their Affiliates to select, review, inspect, supervise,
        pass judgment upon or inform Borrowers or their Affiliates of any matter
        in connection with their Property or the operations of Borrowers or
        their Affiliates; Borrowers and their 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


                                      -79-
<PAGE>   86

        Administrative Agent and the Lenders and neither Borrowers nor any other
        Person is entitled to rely thereon; and

                     (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 Borrowers
        and/or its Affiliates and Borrowers 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
Borrowers, the Administrative Agent and the Lenders in connection with the
Loans, and is made for the sole benefit of Borrowers, 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 Borrowers 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 Borrowers or
any Lender; (c) to other professional advisors to Borrowers 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 Borrowers of
any such disclosures unless prohibited by applicable Laws, or in connection with
any legal proceeding to which that Lender and Borrowers 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 participation 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
Borrowers or their Subsidiaries reasonably considered by Borrowers 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 Borrowers to any Person not associated
with Borrowers which does not owe a professional duty of confidentiality to
Borrowers or which has not executed an appropriate confidentiality agreement
with Borrowers. 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 Borrowers.


                                      -80-
<PAGE>   87

               11.15 Further Assurances. Borrowers 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
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.


                                      -81-
<PAGE>   88

               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 Borrowers (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 Borrowers pursuant to
this Agreement) or Form 4224 (relating to all payments to be made to such Lender
by the Borrowers pursuant to this Agreement) of the United States Internal
Revenue Service or such other evidence (including, if reasonably necessary, Form
W-9) satisfactory to Borrowers 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
Borrowers (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 Borrowers 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 Borrowers 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
reasonably necessary (including the re-designation of its Eurodollar Lending
Office, if any) to avoid any requirement of applicable Laws that Borrowers make
any deduction or withholding for taxes from amounts payable to such Lender. In
the event that Borrowers 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 Borrowers or the Administrative
Agent to the Lender which granted 


                                      -82-
<PAGE>   89

such participation, such Lender shall cause such participant financial
institution to deliver the same documents and information to Borrowers and the
Administrative Agent as would be required under this Section if such financial
institution were a Lender.

               11.22 Hazardous Material Indemnity. Borrowers hereby agree 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 require ments, 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 Borrowers), 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 Borrowers or any of its
predecessors in title, whether prior to or during the term of this Agreement,
and whether by Borrowers or any predecessor in title or any employees, agents,
contractors or subcontractors of Borrowers 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. Borrowers hereby acknowledge and agrees
that, notwithstanding any other provision of this Agreement or any of the other
Loan Documents to the contrary, the obligations of Borrowers under this Section
shall be unlimited corporate obligations of Borrowers and shall not be secured
by any Lien on any Real Property. Any obligation or liability of Borrowers 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 Joint and Several. Each of Borrowers shall be obligated for
all of the Obligations on a joint and several basis, notwithstanding which of
Borrowers may have directly received the proceeds of any particular Loan. Each
of Borrowers waive 


                                      -83-
<PAGE>   90

all defenses arising under the Laws of suretyship, to the extent such Laws are
applicable, in connection with its joint and several obligations under this
Agreement. Without limiting the foregoing, each of Borrowers agrees to the Joint
Borrower Provisions set forth in Exhibit K, incorporated by this reference.

               11.24 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.

               11.25 Purported Oral Amendments. BORROWERS EXPRESSLY ACKNOWLEDGE
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. BORROWERS AGREE THAT THEY
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


                                      -84-
<PAGE>   91

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 (B.V.I.), LIMITED



                                  By:
                                     ----------------------------------------
                                     William LaRue
                                     Director, Treasurer and Assistant Secretary


                                     Address:

                                     Safeskin (B.V.I.), Limited
                                     P.O. Box 173
                                     Road Town
                                     Tortola, British Virgin Islands

                                     Attn:   William LaRue
                                             Director, Treasurer and Assistant 
                                             Secretary

                                     Telecopier:     ______________
                                     Telephone:      ______________


                                      -85-
<PAGE>   92

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


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


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


                                     By:
                                        ----------------------------------------
                                                     Bruce Breslau
                                                     Vice President

                                     Address for notices to Administrative Agent
                                     for borrowings and payments:

                                     Union Bank of California, N.A.
                                     Commercial Portfolio Administration
                                     500 South Main Street, 2nd Floor
                                     Orange, California 92868

                                     Attn:   Douglas S. Lambell

                                     Telecopier:     (714) 565-7770     
                                     Telephone:      (714) 565-5716

                                     Address for notices as a Lender:

                                     Union Bank of California, N.A.
                                     Commercial Lending
                                     530 B Street, 4th Floor
                                     San Diego, California 92101

                                     Attn:   Bruce Breslau

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

                                      -86-

<PAGE>   93
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Revision History: 071198 Save version 1 for redline/revise Version 2, new typing
& inserts LY6 (Rh) 0345; 072598 LZ5 rev.; 072998 lyf (sh) saved version 3, 
rev. 0030;