AMENDMENT NO. 2 TO THE CREDIT AGREEMENT


                  AMENDMENT NO. 2 TO THE CREDIT  AGREEMENT dated as of March 28,
2001  (this  "Amendment")  among  American  Safety  Razor  Company,  a  Delaware
corporation  (the  "Borrower"),  RSA  Holdings  Corp.  of  Delaware,  a Delaware
corporation   ("Holdings"),   the  banks,   financial   institutions  and  other
institutional  lenders  listed on the  signature  pages hereof under the caption
"Lenders"  (the  "Lenders"),  Bank of America,  N.A.,  as successor by merger to
NationsBank,  N.A.  ("BofA"),  as Issuing Bank and Swing Line Bank,  DLJ Capital
Funding,  Inc.  ("DLJ")  as  the  syndication  agent  (in  such  capacity,   the
"Syndication  Agent") for the Facilities (as defined  therein),  DLJ and Banc of
America  Securities  LLC,  as  successor  by  merger to  NationsBanc  Montgomery
Securities  LLC,  as  co-arrangers  (the  "Co-Arrangers"),   and  BofA,  as  the
administrative and collateral agent (the "Administrative  Agent") for the Lender
Parties (and  together  with the  Syndication  Agent and the  Co-Arrangers,  the
"Agents").

                  PRELIMINARY STATEMENTS:

     (1) The Borrower,  Holdings, the Lenders and the Agents have entered into a
Credit  Agreement  dated  as of April  23,  1999 (as  amended,  supplemented  or
otherwise modified,  the "Credit  Agreement").  Capitalized terms defined in the
Credit Agreement and not otherwise  defined in this Amendment are used herein as
therein defined.

     (2) The  parties  hereto  have  agreed to amend  the  Credit  Agreement  as
hereinafter set forth.

     SECTION  1.  Amendments.  Subject  to the  satisfaction  of the  conditions
precedent set forth in Section 2 hereof, the Credit Agreement is hereby amended,
effective as of the date hereof, as follows:

     (a) Section 1.01 is hereby  amended by inserting the following  definitions
thereto in proper alphabetical order:

     "`Amendment  No. 2 to the Credit  Agreement'  means  Amendment No. 2 to the
Credit Agreement dated as of March 28, 2001.";

                           "`BofA' means Bank of America, N.A.";

                           "`BofA Credit  Agreement'  means the credit agreement
                  dated as of the date hereof between the Borrower, as borrower,
                  and BofA, as lender, pursuant to which BofA has agreed to lend
                  the Borrower up to $5,000,000.";

                           "`BofA   Loan   Documents'   means  the  BofA  Credit
                  Agreement,  the BofA Loan  Guaranty  and the  promissory  note
                  delivered in connection with the BofA Credit Agreement.";

                    "`BofA  Loan  Guaranty'  means the  guaranty  dated the date
               hereof made by J.W.  Childs Equity  Partners II, L.P. in favor of
               BofA pursuant to the BofA Credit Agreement."; and

                    "`BofA Loan Termination  Date' means the `Termination  Date'
               as defined in the BofA Credit Agreement.".

                    "`J.W. Childs Senior Bank Guaranty' means the guaranty dated
               the date hereof made by J.W.  Childs Equity  Partners II, L.P. in
               favor of the Working Capital Lenders.

                  (b)  Clause (a) of the  definition  of  "Consolidated  EBITDA"
         contained  in Section  1.01 is hereby  amended by adding the  following
         language before the word "plus" therein:

                           "provided  that the total  amount of  pension  income
                  included in the  determination  of net income shall not exceed
                  (A) for each quarter of the fiscal year 2001, $525,000 accrued
                  during  that  quarter  and (B) for each  quarter of the fiscal
                  year 2002, $400,000, accrued during that quarter".

                  (c) The  definition  of  "Consolidated  EBITDA"  contained  in
         Section  1.01 is hereby  further  amended by deleting the period at the
         end thereof and replacing it with the following:

                           "plus (c) the sum of (i) costs  incurred  during  the
                  fiscal  year  2000 by the  Borrower  and its  Subsidiaries  in
                  connection  with the  settlement,  payment of a judgment  of a
                  court of competent  jurisdiction or other final disposition of
                  a 1998 claim  brought  against  Megas Beauty  Care,  Inc. by a
                  former  employee  thereof,  in a maximum  amount not to exceed
                  $1,000,000,  (ii) for  determination  during the fiscal  years
                  2001 and  2002,  restructuring  costs in  connection  with the
                  rationalization  of the Borrower's  cotton and soap businesses
                  in a maximum aggregate amount not to exceed $1,500,000 in cash
                  expenses and  $2,500,000  in non-cash  expenses for both years
                  and (iii) fees and expenses  (including the reasonable fees of
                  counsel to the Borrower)  associated  with the negotiation and
                  execution of Amendment  No. 2 to the Credit  Agreement and the
                  BofA  Loan  Documents  in an  aggregate  amount  not to exceed
                  $500,000.".

                         (d) Section  2.01(c) is hereby  amended by deleting the
                    period  at  the  end  of  the  first  sentence  thereof  and
                    replacing it with the following:

                         "provided,  further,  that (i) for the period beginning
                    on the Effective  Date and ending on March 31, 2002, or such
                    earlier  date on which  the  Borrower  has  provided  to the
                    Lender notice of Borrower's  Consolidated  EBITDA for fiscal
                    year 2001, no additional  Working Capital  Advances shall be
                    made at any  time  when  the  aggregate  amount  of  Working
                    Capital  Advances,  Swing  Line  Advances,  Letter of Credit
                    Advances and the  Available  Amount of all Letters of Credit
                    then  outstanding  is greater than  $20,000,000,  unless the
                    unused  portion  of  BofA's  commitment  under the BofA Loan
                    Documents  is  equal  to  zero,  and  (ii)  for  the  period
                    beginning on March 31,  2002,  or such earlier date on which
                    the  Borrower  has  provided  notice  to the  Lender  of its
                    Consolidated  EBITDA for fiscal  year  2001,  no  additional
                    Working Capital  Advances shall be made at any time when the
                    aggregate  amount of Working  Capital  Advances,  Swing Line
                    Advances, Letter of Credit Advances and the Available Amount
                    of all Letters of Credit then  outstanding  is greater  than
                    $20,000,000  unless (x) Consolidated  EBITDA of the Borrower
                    and its  Subsidiaries  for the  fiscal  year 2001 is greater
                    than or equal to  $48,925,000  or (y) the unused  portion of
                    BofA's  commitment under the BofA Loan Documents is equal to
                    zero. ".

                    (e)  Section  2.14 is  hereby  amended  by adding to the end
               thereof the following:

                  "The  proceeds of the Working  Capital  Advances  shall not be
         used to repay  amounts  borrowed  under or in  respect of the BofA Loan
         Documents, whether at scheduled maturity or otherwise.".

                  (f) Section  5.02(b)(i) is hereby amended by deleting the word
         "and" at the end of clause (B) thereof, inserting the word "and" at the
         end of clause (C) thereof and by adding to the end thereof a new clause
         (D) to read as follows:

                           "(D) Debt  under the BofA Loan  Documents;  provided,
                  that,  the amount of Debt  otherwise  permitted  under Section
                  5.02(b)(iii)(H)  shall be reduced by the  aggregate  amount of
                  `Loans' outstanding under the BofA Loan Documents;".

                  (g) Section  5.02(j) is hereby  amended by  deleting  the word
         "and" at the end of clause (i) thereof and  replacing  it with a comma,
         deleting  the period at the end thereof and  replacing  it with a comma
         and by adding a new clause (iii) to the end thereof to read as follows:

                           "(iii)  prepayments  of amounts  owing under the BofA
                  Credit   Agreement  in  accordance  with  the  terms  thereof,
                  provided,  that, no Default has occurred or is continuing  and
                  the aggregate  amount of outstanding  Working Capital Advances
                  is equal to or less than $20,000,000. ".

                    (h) Section  5.04(a) is hereby amended by deleting the table
               contained therein and replacing it with the following table:
<TABLE>
<CAPTION>

                             ---------------------------------- ----------------------- --------------------------
                                                                 (Subordinated Notes     (Subordinated Notes Not
                                Each Month During                 Issued)                   Issued)
                                Quarter Ending In                  Ratio                    Ratio
                             ---------------------------------- ----------------------- --------------------------

                             <S>                                         <C>                      <C>
                             June 30, 1999                               6.25                     4.70
                             September 30, 1999                          6.25                     4.70
                             December 31, 1999                           6.25                     4.70
                             March 31, 2000                              6.25                     4.70
                             June 30, 2000                               6.25                     4.50
                             September 30, 2000                          6.25                     4.25
                             December 31, 2000                           5.50                     4.25
                             March 31, 2001                              5.50                     4.00
                             June 30, 2001                               5.50                     4.00
                             September 30, 2001                          5.00                     4.00
                             December 31, 2001                           5.00                     4.00
                             March 31, 2002                              5.00                     3.90
                             June 30, 2002                               5.00                     3.75
                             September 30, 2002                          4.50                     3.50
                             December 31, 2002                           4.50                     3.25
                             March 31, 2003                              4.50                     2.75
                             June 30, 2003                               4.50                     2.75
                             September 30, 2003                          3.75                     2.75
                             December 31, 2003                           3.75                     2.25
                             and thereafter

                             ---------------------------------- ----------------------- --------------------------
</TABLE>

                    (i) Section  5.04(b) is hereby amended by deleting the table
               contained therein and replacing it with the following table:
<TABLE>
<CAPTION>

                             -------------------------------------- ---------------------- -----------------------
                                                                     (Subordinated Notes    (Subordinated Notes
                                                                           Issued)              Not Issued)
                                       Quarter Ending In                    Ratio                  Ratio
                             -------------------------------------- ---------------------- -----------------------

                             <S>                                            <C>                     <C>
                             June 30, 1999                                  1.00                    1.00
                             September 30, 1999                             1.00                    1.00
                             December 31, 1999                              1.00                    1.00
                             March 31, 2000                                 1.00                    1.00
                             June 30, 2000                                  1.00                    1.00
                             September 30, 2000                             1.00                    1.00
                             December 31, 2000                              1.00                    1.10
                             March 31, 2001                                 1.00                    1.00
                             June 30, 2001                                  1.00                    1.00
                             September 30, 2001                             1.00                    1.00
                             December 31, 2001                              1.00                    1.00
                             March 31, 2002                                 1.00                    1.00
                             June 30, 2002                                  1.00                    1.05
                             September 30, 2002                             1.00                    1.05
                             December 31, 2002                              1.00                    1.05
                             March 31, 2003                                 1.00                    1.10
                                through June 30, 2005
                             September 30, 2005                             1.00                    1.00
                                and thereafter

                             -------------------------------------- ---------------------- -----------------------
</TABLE>


                    (j) Section  5.04(c) is hereby amended by deleting the table
               contained therein with the following table:
<TABLE>
<CAPTION>

                             -------------------------------- ------------------------ ---------------------------
                                                                (Subordinated Notes     (Subordinated Notes Not
                                                                      Issued)                   Issued)
                             Quarter Ending In                         Ratio                     Ratio
                             -------------------------------- ------------------------ ---------------------------

                             <S>                                       <C>                        <C>
                             June 30, 1999                             1.50                       2.25
                             September 30, 1999                        1.50                       2.25
                             December 31, 1999                         1.50                       2.25
                             March 31, 2000                            1.50                       2.25
                             June 30, 2000                             1.50                       2.25
                             September 30, 2000                        1.50                       2.25
                             December 31, 2000                         1.75                       2.50
                             March 31, 2001                            1.75                       2.50
                             June 30, 2001                             1.75                       2.50
                             September 30, 2001                        2.00                       2.50
                             December 31, 2001                         2.00                       2.60
                             March 31, 2002                            2.00                       2.70
                             June 30, 2002                             2.00                       2.80
                             September 30, 2002                        2.25                       2.90
                             December 31, 2002                         2.50                       2.90
                             March 31, 2003                            2.50                       3.50
                             June 30, 2003                             2.50                       3.50
                             September 30, 2003                        2.75                       3.50
                             December 31, 2003                         2.75                       3.50
                             March 31, 2004                            2.75                       3.50
                             June 30, 2004                             2.75                       3.50
                             September 30, 2004                        2.75                       3.50
                             December 31, 2004                         3.00                       3.50
                              and thereafter

                             -------------------------------- ------------------------ ---------------------------

</TABLE>

                    (k) Section  6.01 is hereby  amended by adding after the end
               of clause (n) thereof a new clause (o) to read as
follows:

                    "(o) any  provision of the J.W.  Childs Senior Bank Guaranty
               after delivery  thereof shall for any reason (other than pursuant
               to the  terms  thereof)  cease  to be  valid  and  binding  on or
               enforceable against J.W. Childs Equity Partners II, L.P.;"

               SECTION 2.  Conditions of  Effectiveness.  This  Amendment  shall
          become  effective as of the date first above  written  when,  and only
          when:

                  (a) the Administrative Agent shall have received  counterparts
         of this Amendment  executed by the Borrower,  Holdings and the Required
         Lenders  or,  as to any  of the  Lenders,  advice  satisfactory  to the
         Administrative Agent that such Lender has executed this Amendment;

                    (b)  each Subsidiary Guarantor shall have executed a consent
                         to this Amendment in the form attached hereto;

                  (c) the  Administrative  Agent shall have received an executed
         copy of the J.W.  Childs  Senior Bank  Guaranty  in form and  substance
         satisfactory to the Lender Parties.

                  (d) each of the BofA Loan  Documents  shall have been executed
         by  the  parties   thereto  and  all   conditions   precedent   to  the
         effectiveness thereof shall have been satisfied;

                    (e) each  Lender that  executes  this  Amendment  shall have
               received  payment of the  amendment  fee  referred  to in Section
               5(b); and

                    (f) in addition to the foregoing,  this Amendment is subject
               to the provisions of Section 9.01 of the Credit Agreement.

               SECTION 3.  Representations and Warranties of the Borrower.  Each
          of the Borrower and Holdings represents and warrants as follows:

                  (a) the representations and warranties  contained in each Loan
         Document  are  correct in all  material  respects on and as of the date
         hereof,  before and after giving  effect to this  Amendment,  as though
         made on and as of the date hereof,  other than any such representations
         or warranties  that by their terms,  refer to a specific date, in which
         case, as of such specific date;

                  (b) no Default has occurred and is continuing under the Credit
         Agreement, as amended hereby, or would result from this Amendment.

                  SECTION 4. Reference to and Effect on the Loan Documents.  (a)
On and after the  effectiveness of this Amendment,  each reference in the Credit
Agreement  to "this  Agreement",  "hereunder",  "hereof" or words of like import
referring to the Credit  Agreement,  and each reference in the Notes and each of
the other Loan Documents to "the Credit Agreement",  "thereunder",  "thereof" or
words of like  import  referring  to the Credit  Agreement,  shall mean and be a
reference to the Credit Agreement as amended by this Amendment.

                  (b) The Credit Agreement, the Notes and each of the other Loan
         Documents,  as specifically  amended by this  Amendment,  are and shall
         continue to be in full force and effect and are hereby in all  respects
         ratified and confirmed.

                  (c)  The  execution,   delivery  and   effectiveness  of  this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any  right,  power or  remedy of any  Lender or any Agent  under any of the Loan
Documents,  nor  constitute  a  waiver  of any  provision  of  any  of the  Loan
Documents.

                  SECTION 5. Costs, Expenses; Taxes; Fees, Etc. (a) The Borrower
agrees to pay on demand all costs and  expenses of the  Administrative  Agent in
connection  with the  preparation,  execution  and  delivery  of this  Amendment
(including,  without limitation, the reasonable fees and expenses of counsel for
the  Administrative  Agent) in accordance  with the terms of Section 9.04 of the
Credit Agreement.

                  (b) Concurrently with the effectiveness of this Amendment, the
Borrower  shall pay to each Lender that executes  this  Amendment on or prior to
10:00 a.m. (New York time) on Wednesday, March 28, 2001, for its own account, an
amendment  fee equal to 0.25 of 1% of such  Lender's  Commitment  as on the date
hereof.

                  SECTION 6.  Execution in  Counterparts.  This Amendment may be
executed  in any  number of  counterparts  and by  different  parties  hereto in
separate  counterparts,  each of which when so executed shall be deemed to be an
original and all of which taken together  shall  constitute but one and the same
agreement.  Delivery of an  executed  counterpart  of a  signature  page to this
Amendment by  telecopier  shall be effective as delivery of a manually  executed
counterpart of this Amendment.



<PAGE>


     SECTION  7.  Governing  Law.  This  Amendment  shall be  governed  by,  and
construed in accordance with, the laws of the State of New York.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed by their respective officers thereunto duly authorized,  as of the date
first above written.


                                 AMERICAN SAFETY RAZOR COMPANY


                                 By /s/J. Andrew Bolt
                                    ---------------------------------
                                     Name: J. Andrew Bolt
                                     Title: Senior Vice President and
                                              Chief Financial Officer


                                 RSA HOLDINGS CORP.  OF DELAWARE


                                 By /s/Adam Suttin
                                    ----------------------
                                     Name: Adam Suttin
                                     Title: Vice President



<PAGE>


                                 BANK OF AMERICA, N.A., as Administrative Agent
                                    and as Lender

                                 By /s/W. Larry Hess
                                    -------------------------
                                     Name: W. Larry Hess
                                     Title: Managing Director


                                 BANC OF AMERICA SECURITIES LLC, as Co-Arranger


                                 By /s/W. Larry Hess
                                    -------------------------
                                     Name: W. Larry Hess
                                     Title: Managing Director


<PAGE>


                                 LENDERS

                                 BHF (USA) CAPITAL CORPORATION

                                 By /s/Christopher J. Ruzzi
                                    ---------------------------
                                     Name: Christopher J. Ruzzi
                                     Title: Vice President


                                 By /s/Lisa Moraglia
                                    --------------------
                                     Name: Lisa Moraglia
                                     Title: Associate


<PAGE>


                                 BLACK DIAMOND INTERNATIONAL FUNDING, LTD.


                                 By /s/David Dyer
                                    -----------------
                                     Name: David Dyer
                                     Title: Director


<PAGE>


                                 COMERICA BANK


                                 By /s/Marc D. Adams
                                    ---------------------
                                     Name: Marc D. Adams
                                     Title: Associate - Private Equity Group


<PAGE>

                                 FLEET BANK N.A.


                                 By /s/Michael J. Sullivan
                                    ---------------------------
                                     Name: Michael J. Sullivan
                                     Title: Vice President


<PAGE>

                                 KZH SOLEIL-2 LLC


                                 By /s/Kimberly Rowe
                                    ------------------------
                                     Name: Kimberly Rowe
                                     Title: Authorized Agent


                                 KZH SOLEIL LLC


                                 By /s/Kimberly Rowe
                                    ------------------------
                                     Name: Kimberly Rowe
                                     Title: Authorized Agent


<PAGE>


                                 MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST


                                 By /s/Sheila Finnerty
                                    -----------------------------
                                     Name: Sheila Finnerty
                                     Title: Senior Vice President


<PAGE>


                                 OLYMPIC FUNDING TRUST SERIES
                                     1999-1


                                 By /s/Ann E. Morris
                                    ------------------------
                                     Name: Ann E. Morris
                                     Title: Authorized Agent





<PAGE>


                                 THE PROVIDENT BANK


                                 By /s/Steve Touvelle
                                    ---------------------
                                     Name: Steve Touvelle
                                     Title: VP




<PAGE>


                                 SRF TRADING INC.


                                 By /s/Ann E. Morris
                                    -----------------------------
                                     Name: Ann E. Morris
                                     Title: Asst. Vice President




<PAGE>


                                 STEIN ROE FLOATING RATE LIMITED LIABILITY
                                 COMPANY


                                 By /s/James R. Fellows
                                    ---------------------------------------
                                     Name: James R. Fellows
                                     Title: Senior Vice President
                                            Stein Roe & Farnham Incorporated,
                                            as Advisor to the Stein Roe
                                            Floating Rate Limited Liability
                                            Company



<PAGE>


                                 LIBERTY-STEINROE ADVISOR FLOATING RATE
                                 ADVANTAGE FUND, by Stein Roe & Farmham
                                 Incorporated As Advisor


                                 By /s/James R. Fellows
                                    ------------------------------
                                      Name: James R. Fellows
                                      Title: Sr. Vice President &
                                             Portfolio Manager



<PAGE>


                                 SRF 2000 LLC


                                 By /s/Ann E. Morris
                                    ----------------------------
                                     Name: Ann E. Morris
                                     Title: Asst. Vice President




<PAGE>


                                 BLACK DIAMOND CLO 2000-1 LTD.


                                 By /s/David Dyer
                                    --------------------------
                                     Name: David Dyer
                                     Title: Director




<PAGE>


                                 SUMMIT BANK


                                 By /s/Michael J. Sullivan
                                    ---------------------------
                                     Name: Michael J. Sullivan
                                     Title: Vice President





<PAGE>


                                 VAN KAMPEN
                                 SENIOR INCOME TRUST
                                 By: Van Kampen Investment Advisory Corp.


                                 By /s/Darvin D. Pierce
                                    ----------------------
                                     Name: Darvin D. Pierce
                                     Title: Principal


                                 VAN KAMPEN
                                 SENIOR FLOATING RATE FUND
                                 By: Van Kampen Investment Advisory Corp.


                                 By /s/Darvin D. Pierce
                                    ----------------------
                                     Name: Darvin D. Pierce
                                     Title: Principal

                                 VAN KAMPEN CLO I, LIMITED
                                 BY: VAN KAMPEN
                                 MANAGEMENT INC.,
                                 as Collateral Manager


                                 By /s/Darvin D. Pierce
                                    ----------------------
                                     Name: Darvin D. Pierce
                                     Title: Principal


                                 VAN KAMPEN CLO II, LIMITED
                                 BY: VAN KAMPEN
                                 MANAGEMENT INC.,
                                 as Collateral Manager


                                 By /s/Darvin D. Pierce
                                    ----------------------
                                     Name: Darvin D. Pierce
                                     Title: Principal



<PAGE>


               Consent to Amendment No. 2 to ASR Credit Agreement

                                     CONSENT




                                                     Dated as of March 28, 2001



                  Each of the undersigned corporations, as a Guarantor under the
Subsidiary  Guaranty dated as of April 23, 1999 (the "Guaranty") in favor of the
Secured  Parties  under  the  Credit  Agreement  referred  to in  the  foregoing
Amendment, hereby consents to such Amendment and hereby confirms and agrees that
notwithstanding the effectiveness of such Amendment,  the Guaranty is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in
all respects,  except that, on and after the  effectiveness  of such  Amendment,
each  reference  in  the  Guaranty  to  the  "Credit  Agreement",  "thereunder",
"thereof"  or words of like import  shall mean and be a reference  to the Credit
Agreement, as amended by such Amendment.


                                 SUBSIDIARY GUARANTORS

                                 AMERICAN SAFETY RAZOR CORPORATION


                                 By /s/J. Andrew Bolt
                                    ----------------------
                                     Name: J. Andrew Bolt
                                     Title: Vice President


                                 RSA HOLDINGS CORP. OF DELAWARE


                                 By /s/Adam Suttin
                                    ----------------------
                                     Name: Adam Suttin
                                     Title: Vice President


                                 PERSONNA INTERNATIONAL DE PUERTO RICO, INC.


                                 By /s/J. Andrew Bolt
                                    ----------------------
                                     Name: J. Andrew Bolt
                                     Title: Vice President







<PAGE>


                                 THE HEWITT SOAP COMPANY, INC.


                                 By /s/J. Andrew Bolt
                                    ----------------------
                                     Name: J. Andrew Bolt
                                     Title: Vice President


                                 MEGAS BEAUTY CARE, INC.


                                 By /s/J. Andrew Bolt
                                    ----------------------
                                     Name: J. Andrew Bolt
                                     Title: Vice President


                                 VALLEY PARK REALTY, INC.


                                 By /s/J. Andrew Bolt
                                    ----------------------
                                     Name: J. Andrew Bolt
                                     Title: Vice President