CREDIT AGREEMENT

                           Dated as of March 28, 2001


     AMERICAN SAFETY RAZOR COMPANY, a Delaware corporation (the "Borrower"), and
BANK OF AMERICA, N.A.  (together with its successors and assigns,  the
"Lender"), agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

               SECTION  1.01.  Certain  Defined  Terms.  Capitalized  terms  not
otherwise  defined in this  Agreement  shall have the same meanings as specified
therefor  in the  Credit  Agreement  dated as of  April  23,  1999 (as  amended,
supplemented or otherwise  modified,  the "Existing Credit Agreement") among the
Borrower,  RSA Holdings Corp. of Delaware,  a Delaware  corporation,  the lender
parties party thereto, DLJ Capital Funding,  Inc. ("DLJ"), as syndication agent,
DLJ and Banc of America  Securities  LLC, as successor by merger to  NationsBanc
Montgomery Securities LLC, as co-arrangers,  and BofA, as successor by merger to
NationsBank,  N.A., as administrative  agent and collateral agent for the lender
parties  thereunder.  As used in this Agreement,  the following terms shall have
the  following  meanings  (such  meanings to be equally  applicable  to both the
singular and plural forms of the terms defined):

               "2001 EBITDA" means  Consolidated  EBITDA of the Borrower and its
        Subsidiaries for the fiscal year 2001 as reported to the  Administrative
        Agent  in  accordance   with  the  provisions  of  the  Existing  Credit
        Agreement.

               "Applicable  Lending Office" means the Lender's  Domestic Lending
        Office  in the  case of a Base  Rate  Loan and the  Lender's  Eurodollar
        Lending Office in the case of a Eurodollar Rate Loan.

               "Base Rate" means a fluctuating interest rate per annum in effect
        from time to time,  which rate per annum  shall at all times be equal to
        the higher of:

                    (a)  the  rate of  interest  announced  publicly  by Bank of
               America,  N.A., in New York, New York,  from time to time, as its
               prime rate; and

                      (b)    0.50% per annum above the Federal Funds Rate.

               "Base Rate Loan" means a Loan that bears  interest as provided in
Section 2.06(a)(i).

               "Business  Day"  means a day of the year on which  banks  are not
        required  or  authorized  by law to close in New York City  and,  if the
        applicable  Business Day relates to any Eurodollar  Rate Loans, on which
        dealings are carried on in the London interbank market.

               "Commitment" has the meaning specified in Section 2.01.

               "Convert",   "Conversion"   and  "Converted"  each  refers  to  a
        conversion of Loans of one Type into Loans of the other Type pursuant to
        Section 2.07 or 2.08.

               "Default"  means any Event of  Default  or any event  that  would
        constitute  an Event of Default but for the  requirement  that notice be
        given or time elapse or both.

               "Domestic   Lending  Office"  means  the  office  of  the  Lender
        specified as its "Domestic Lending Office" opposite its name on Schedule
        I hereto, or such other office of the Lender as the Lender may from time
        to time specify to the Borrower.

               "Effective Date" has the meaning specified in Section 3.01.

               "Eurocurrency  Liabilities" has the meaning assigned to that term
        in Regulation D of the Board of Governors of the Federal Reserve System,
        as in effect from time to time.

               "Eurodollar  Lending  Office"  means  the  office  of the  Lender
        specified  as its  "Eurodollar  Lending  Office"  opposite  its  name on
        Schedule I hereto,  or such other office of the Lender as the Lender may
        from time to time specify to the Borrower.

               "Eurodollar Rate" means, for any Interest Period for a Eurodollar
        Rate  Loan,  an  interest  rate per  annum  equal to the rate per  annum
        obtained by dividing  (a) the rate per annum  appearing on page 3750 (or
        any  successor  page) of the Dow Jones  Markets  Telerate  Screen as the
        London interbank offered rate for deposits in U.S. dollars at 11:00 A.M.
        (London  time) two Business  Days before the first day of such  Interest
        Period and for a term comparable to such Interest Period; provided that,
        if for any reason such rate is not available, the term "Eurodollar Rate"
        shall mean, for any Interest Period for a Eurodollar Rate Loan, the rate
        per annum appearing on Reuters Screen LIBO Page as the London  interbank
        offered rate for deposits in U.S.  dollars at  approximately  11:00 A.M.
        (London  time) two Business  Days before the first day of such  Interest
        Period for a term  comparable to such Interest Period (and, if more than
        one rate is  specified  on Reuters  Screen  LIBO Page at such time,  the
        applicable rate shall be the arithmetic mean of all such rates),  by (b)
        a percentage equal to 100% minus the Eurodollar Rate Reserve  Percentage
        for such Interest Period.

               "Eurodollar  Rate  Loan"  means a Loan  that  bears  interest  as
provided in Section 2.06(a)(ii).

               "Eurodollar  Rate  Reserve  Percentage"  means,  for any Interest
        Period for a Eurodollar Rate Loan, the reserve percentage applicable two
        Business  Days  before  the  first  day of such  Interest  Period  under
        regulations  issued from time to time by the Board of  Governors  of the
        Federal  Reserve System (or any successor) for  determining  the maximum
        reserve  requirement  (including,  without  limitation,  any  emergency,
        supplemental or other marginal reserve requirement) for a member bank of
        the Federal  Reserve System in New York City with respect to liabilities
        or assets consisting of or including  Eurocurrency  Liabilities (or with
        respect to any other category of liabilities  that includes  deposits by
        reference  to  which  the  interest  rate on  Eurodollar  Rate  Loans is
        determined) having a term equal to such Interest Period.

               "Event of Default" has the meaning specified in Section 5.01.

               "Federal  Funds  Rate"  means,  for  any  period,  a  fluctuating
        interest  rate per annum  equal for each day during  such  period to the
        weighted  average of the rates on overnight  Federal funds  transactions
        with members of the Federal  Reserve  System  arranged by Federal  funds
        brokers,  as  published  for such day (or, if such day is not a Business
        Day, for the next preceding Business Day) by the Federal Reserve Bank of
        New York,  or, if such  rate is not so  published  for any day that is a
        Business  Day,  the  average  of the  quotations  for  such  day on such
        transactions  received by the Lender from three Federal funds brokers of
        recognized standing selected by it.

               "Guarantor"  means  J.W.  Childs  Equity  Partners  II,  L.P.,  a
               Delaware limited partnership.

               "Guaranty" has the meaning specified in Section 3.01(e)(ii).

               "Indemnified Party" has the meaning specified in Section 6.04(b).

               "Interest  Period"  means,  for each  Eurodollar  Rate Loan,  the
        period  commencing on the date of such  Eurodollar Rate Loan or the date
        of the Conversion of any Base Rate Loan into such  Eurodollar  Rate Loan
        and  ending  on the  last day of the  period  selected  by the  Borrower
        pursuant to the provisions below and, thereafter, each subsequent period
        commencing on the last day of the immediately  preceding Interest Period
        and  ending  on the  last day of the  period  selected  by the  Borrower
        pursuant to the  provisions  below.  The duration of each such  Interest
        Period  shall  be one week or one,  two,  three  or six  months,  as the
        Borrower  may,  upon notice  received by the Lender not later than 12:00
        Noon (New York time) on the third Business Day prior to the first day of
        such Interest Period, select; provided, however, that:

                    (a) the  Borrower  may not select any  Interest  Period that
               ends after the Termination Date;

                      (b)  whenever  the last day of any  Interest  Period would
               otherwise  occur on a day other than a Business Day, the last day
               of such  Interest  Period  shall be extended to occur on the next
               succeeding  Business  Day,  provided,   however,  that,  if  such
               extension  would  cause the last day of such  Interest  Period to
               occur in the next following  calendar month, the last day of such
               Interest  Period shall occur on the next preceding  Business Day;
               and

                      (c) whenever the first day of any Interest  Period  occurs
               on a day of an  initial  calendar  month  for  which  there is no
               numerically corresponding day in the calendar month that succeeds
               such initial  calendar month by the number of months equal to the
               number of months in such Interest  Period,  such Interest  Period
               shall end on the last  Business Day of such  succeeding  calendar
               month.
 .
               "Internal  Revenue Code" means the Internal Revenue Code of 1986,
        as  amended  from  time to time,  and the  regulations  promulgated  and
        rulings issued thereunder.

               "Loan"  means a Loan by the Lender to the  Borrower  pursuant  to
        Article  II,  and refers to a Base Rate Loan or a  Eurodollar  Rate Loan
        (each of which shall be a "Type" of Loan).

               "BofA Loan Documents" means,  collectively,  this Agreement,  the
Note and the Guaranty.

               "BofA Loan Material  Adverse Effect" means (a) a Material Adverse
        Effect or (b) a material  adverse  effect on (i) the  assets,  business,
        condition (financial or otherwise), operations,  performance, properties
        or  prospects  of the  Borrower  or the  Guarantor,  (ii) the rights and
        remedies of the Lender under any BofA Loan Document or (iii) the ability
        of any BofA Loan Party to perform  its  Obligations  under any BofA Loan
        Document to which it is or is to be a party.

               "BofA Loan Parties" means the Borrower and the Guarantor.

               "Note"  means a promissory  note of the  Borrower  payable to the
        order of the  Lender,  in  substantially  the form of  Exhibit A hereto,
        evidencing  the  aggregate  indebtedness  of the  Borrower to the Lender
        resulting from the Loans made by the Lender hereunder.

               "Notice of Loan" has the meaning specified in Section 2.02.

               "Other Taxes" has the meaning specified in Section 2.12(b).

               "Taxes" has the meaning specified in Section 2.12(a).

               "Termination  Date"  means the  earlier of (a) March 31, 2003 and
        (b) the  date of  termination  in whole of the  Commitment  pursuant  to
        Section 2.04 or 5.01.

               SECTION 1.02. Computation of Time Periods. In this Agreement,  in
the  computation of periods of time from a specified  date to a later  specified
date,  the word "from" means "from and including" and the words "to" and "until"
each mean "to but excluding".

                                          ARTICLE II

                                AMOUNTS AND TERMS OF THE LOANS

               SECTION  2.01.  The Loans.  The Lender  agrees,  on the terms and
conditions  hereinafter  set forth,  to make Loans to the Borrower  from time to
time on any  Business  Day during the period from the  Effective  Date until the
Termination  Date  in  an  aggregate  amount  not  to  exceed   $5,000,000  (the
"Commitment");  provided,  however,  that after 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, the Lender shall only make
Loans  to the  Borrower  hereunder  if  either  (i)  2001  EBITDA  is less  than
$48,925,000  or  (ii)  the  aggregate  amount  of  the  Unused  Working  Capital
Commitments  under the Existing  Credit  Agreement  is equal to zero.  Each Loan
shall be in a minimum  amount of $250,000 or an integral  multiple of $50,000 in
excess  thereof.  Within the limits of the  Commitment,  the Borrower may borrow
under this Section 2.01, prepay pursuant to Section 2.09 and reborrow under this
Section 2.01.

               SECTION  2.02.  Making the Loans.  (a) Each Loan shall be made on
notice,  given not later than  12:00 Noon (New York time) on the third  Business
Day  prior to the date of the  proposed  Loan in the case of a  Eurodollar  Rate
Loan,  or the first  Business Day prior to the date of the proposed  Loan in the
case of a Base Rate Loan,  by the Borrower to the Lender.  Each such notice of a
Loan (a  "Notice  of Loan")  shall be by  telephone,  confirmed  immediately  in
writing,  or telecopier or telex,  specifying  therein the requested (i) date of
such Loan, (ii) Type of such Loan, (iii) aggregate amount of such Loan, and (iv)
in the case of a Eurodollar  Rate Loan,  initial  Interest Period for such Loan.
Upon  fulfillment  of the  applicable  conditions  set forth in Article III, the
Lender will make such funds available to the Borrower at its Applicable  Lending
Office.
        `
               (b)   Anything   in   subsection   (a)  above  to  the   contrary
notwithstanding,  (i) the Borrower may not select  Eurodollar Rate Loans for any
Loan if the amount of such Loan is less than  $250,000 or if the  obligation  of
the Lender to make  Eurodollar  Rate Loans shall then be  suspended  pursuant to
Section  2.07 or 2.10(c)  and (ii) no more than five  separate  Eurodollar  Rate
Loans may be outstanding at any time.

               (c) Each Notice of Loan shall be  irrevocable  and binding on the
Borrower.  In the case of any Loan that the related  Notice of Loan specifies it
to be a Eurodollar  Rate Loan, the Borrower  shall  indemnify the Lender against
any loss,  cost or expense  incurred by the Lender as a result of any failure to
fulfill on or before the date  specified in the Notice of Loan for such Loan the
applicable  conditions  set  forth in  Article  III and if,  as a result of such
failure, the related Loan is not made on such date, the Borrower will pay to the
Lender an amount equal to the present value  (calculated in accordance with this
Section 2.02(c)) of interest for the Interest Period specified in such Notice of
Loan on the amount of such Loan,  at a rate per annum equal to the excess of (a)
the Eurodollar Rate that would have been in effect for such Interest Period over
(b) the  Eurodollar  Rate  applicable on the date of  determination  to a deemed
Interest  Period  ending on the last day of such  Interest  Period.  The present
value of such additional  interest shall be calculated by discounting the amount
of such interest for each day in the Interest Period specified in such Notice of
Loan from such day to the date of such  repayment or  termination at an interest
rate per annum equal to the interest rate determined pursuant to the immediately
preceding sentence, and by adding all such amounts for all such days during such
period.  The  determination  by the Lender of such amount of  interest  shall be
conclusive and binding, absent manifest error.

               SECTION 2.03.  Commitment  Fee. The Borrower agrees to pay to the
Lender a commitment fee on the average daily unused portion of the Commitment at
a rate per annum  equal to  0.375%,  payable in  arrears  quarterly  on the last
Business Day of each March, June,  September and December,  commencing March 31,
2001, and on the Termination Date.

               SECTION  2.04.  Termination  or  Reduction  of  the  Commitments.
Subject to the approval of the  Required  Lenders,  the Borrower  shall have the
right,  upon at least five Business Days' notice to the Lender,  to terminate in
whole or reduce in part the unused portion of the Commitment, provided that each
partial  reduction  shall be in the  minimum  amount of  $250,000 or an integral
multiple of a $50,000 in excess thereof.

               SECTION 2.05.  Repayment.  The Borrower shall repay to the Lender
          on the Termination  Date the aggregate  principal  amount of the Loans
          then outstanding.

               SECTION  2.06.  Interest.  (a) Scheduled  Interest.  The Borrower
          shall pay  interest on the unpaid  principal  amount of each Loan from
          the date of such Loan until  such  principal  amount  shall be paid in
          full, at the following rates per annum:

               (i) Base Rate Loans.  During such  periods as such Loan is a Base
        Rate  Loan,  a rate per  annum  equal at all times to the sum of (x) the
        Base Rate in effect from time to time minus (y) 0.50% per annum, payable
        in arrears  quarterly  on the last  Business  Day of each  March,  June,
        September  and June during  such  periods and on the date such Base Rate
        Loan shall be Converted or paid in full.

               (ii) Eurodollar Rate Loans. During such periods as such Loan is a
        Eurodollar  Rate Loan,  a rate per annum equal at all times  during each
        Interest  Period for such Loan to the sum of (x) the Eurodollar Rate for
        such Interest Period for such Loan plus (y) 1.75% per annum,  payable in
        arrears on the last day of such  Interest  Period and, if such  Interest
        Period has a duration of more than three months, on each day that occurs
        during such  Interest  Period  every three  months from the first day of
        such Interest  Period and on the date such Eurodollar Rate Loan shall be
        Converted or paid in full.

               (b)  Default  Interest.   Upon  the  occurrence  and  during  the
continuance  of a Default under  paragraph (a) or (f) of Article V, the Borrower
shall pay interest on (i) the unpaid principal  amount of each Loan,  payable in
arrears on the dates  referred to in clause (a)(i) or (a)(ii)  above,  at a rate
per annum equal at all times to 2% per annum  above the rate per annum  required
to be paid on such Loan  pursuant to clause  (a)(i) or (a)(ii) above and (ii) to
the fullest  extent  permitted by law, the amount of any interest,  fee or other
amount  payable  hereunder  that is not paid when due, from the date such amount
shall be due until such amount shall be paid in full,  payable in arrears on the
date such amount shall be paid in full and on demand,  at a rate per annum equal
at all times to 2% per annum above the rate per annum  required  to be paid,  in
the case of  interest,  on the Type of Loan on which such  interest  has accrued
pursuant to clause  (a)(i) or (a)(ii)  above,  and, in all other cases,  on Base
Rate Loans pursuant to clause (a)(i) above.

     SECTION 2.07. Interest Rate Determination. (a) The Lender shall give prompt
notice to the Borrower of the applicable  interest rate determined by the Lender
for purposes of Section 2.06(a)(i) or (ii).

               (b) If, with  respect to any  Eurodollar  Rate Loans,  the Lender
determines  that the Eurodollar Rate for any Interest Period for such Loans will
not adequately reflect the cost to the Lender of making,  funding or maintaining
the Eurodollar Rate Loans for such Interest  Period,  the Lender shall forthwith
so  notify  the  Borrower,  whereupon  (i) each such  Eurodollar  Rate Loan will
automatically,  on the last day of the then existing  Interest Period  therefor,
Convert into a Base Rate Loan, and (ii) the obligation of the Lender to make, or
to Convert Loans into, Eurodollar Rate Loans shall be suspended until the Lender
shall notify the Borrower  that the  circumstances  causing such  suspension  no
longer exist.

               (c) If the  Borrower  shall  fail to select the  duration  of any
Interest  Period for any Eurodollar Rate Loans in accordance with the provisions
contained in the  definition of "Interest  Period" in Section  1.01,  the Lender
will forthwith so notify the Borrower and such Loans will automatically,  on the
last day of the then existing  Interest Period therefor,  Convert into Base Rate
Loans.

               (d) On the date on  which  the  unpaid  principal  amount  of any
Eurodollar Rate Loan shall be reduced, by payment or prepayment or otherwise, to
less than $250,000, such Loans shall automatically Convert into Base Rate Loans.

               (e) Upon the occurrence and during the continuance of any Default
under Section  5.01(a) or 5.01(f) or any Event of Default,  (i) each  Eurodollar
Rate  Loan will  automatically,  on the last day of the then  existing  Interest
Period  therefor,  Convert into a Base Rate Loan and (ii) the  obligation of the
Lender to make,  or to  Convert  Loans  into,  Eurodollar  Rate  Loans  shall be
suspended.

               SECTION 2.08.  Optional  Conversion of Loans. The Borrower may on
any Business Day, upon notice given to the Lender not later than 12:00 Noon (New
York  time)  on the  third  Business  Day  prior  to the  date  of the  proposed
Conversion and subject to the  provisions of Sections 2.07 and 2.10(c),  Convert
any Loan of one Type into a Loan of the other Type; provided,  however, that any
Conversion of a Eurodollar Rate Loan into a Base Rate Loan shall be made only on
the last day of the  Interest  Period  for such  Eurodollar  Rate  Loan  then in
effect,  any Conversion of a Base Rate Loan into a Eurodollar Rate Loan shall be
in an amount not less than the minimum amount  specified in Section  2.02(b) and
no  Conversion of any Loan shall result in more  separate  Loans than  permitted
under  Section  2.02(b).  Each such  notice of a  Conversion  shall,  within the
restrictions specified above, specify (i) the date of such Conversion,  (ii) the
Loan to be Converted,  and (iii) if such  Conversion  is into a Eurodollar  Rate
Loan, the duration of the initial  Interest Period for such Loan. Each notice of
Conversion shall be irrevocable and binding on the Borrower.

               SECTION  2.09.  Optional  Prepayments.  The Borrower may, upon at
least  one  Business  Day's  notice  in the case of Base  Rate  Loans  and three
Business Days' notice in the case of Eurodollar  Rate Loans, in each case to the
Lender  received not later than 12:00 Noon (New York time)  stating the proposed
date and aggregate  principal  amount of the  prepayment,  and if such notice is
given the Borrower shall,  prepay the outstanding  principal amount of the Loans
in  whole  or in  part,  together  with  accrued  interest  to the  date of such
prepayment on the aggregate principal amount so prepaid; provided, however, that
(x) each partial prepayment shall be in a minimum aggregate  principal amount of
$250,000  or an integral  multiple  of $50,000 in excess  thereof and (y) if any
prepayment of a Eurodollar Rate Loan shall be made other than on the last day of
an Interest  Period  therefor,  the  Borrower  shall also pay any amounts  owing
pursuant to Section  6.04(c);  provided,  further,  that no prepayment  shall be
permitted  to be  made  pursuant  to this  Section  2.09 at any  time  when  the
aggregate  amount of  outstanding  Working  Capital  Advances under the Existing
Credit Agreement is in excess of $20,000,000.

               SECTION 2.10. Increased Costs, Etc. (a) If, due to either (i) the
introduction  of or  any  change  in or in  the  interpretation  of  any  law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other  governmental  authority (whether or not having the force of law),
there shall be any  increase in the cost to the Lender of agreeing to make or of
making,  funding or maintaining Eurodollar Rate Loans (excluding for purposes of
this Section 2.10 any such  increased  costs  resulting  from (i) Taxes or Other
Taxes (as to which  Section 2.12 shall  govern) and (ii) changes in the basis of
taxation of overall net income or overall  gross income by the United  States or
by the  foreign  jurisdiction  or state  under the laws of which  the  Lender is
organized or has its  Applicable  Lending  Office or any  political  subdivision
thereof),  then the Borrower shall from time to time, upon demand by the Lender,
pay to the Lender  additional  amounts  sufficient to compensate  the Lender for
such  increased  cost;  provided,  however,  that  the  Borrower  shall  not  be
responsible for costs under this Section 2.10(a) arising more than 90 days prior
to receipt by the Borrower of the  certificate  from the Lender pursuant to this
Section 2.10(a) with respect to such costs; and provided further that the Lender
claiming  additional amounts under this Section 2.10(a) agrees to use reasonable
efforts   (consistent   with  its  internal  policy  and  legal  and  regulatory
restrictions) to designate a different  Applicable  Lending Office if the making
of such a  designation  would  avoid the need for, or reduce the amount of, such
increased  cost that may  thereafter  accrue  and would not,  in the  reasonable
judgment  of  the  Lender,  be  otherwise   disadvantageous  to  the  Lender.  A
certificate  as to the amount of such  increased  cost (together with a schedule
setting forth in reasonable  detail the  calculation  thereof)  submitted to the
Borrower by the Lender, shall be conclusive and binding for all purposes, absent
manifest  error. In determining  such amount,  the Lender may use any reasonable
averaging and attribution methods.

               (b) If the  Lender  determines  that  compliance  with any law or
regulation  or  any  guideline  or  request  from  any  central  bank  or  other
governmental authority (whether or not having the force of law) affects or would
affect the amount of capital required or expected to be maintained by the Lender
or any corporation controlling the Lender and that the amount of such capital is
increased  by or based upon the  existence of the  Lender's  commitment  to lend
hereunder and other  commitments of this type,  then, upon demand by the Lender,
the  Borrower  shall pay to the Lender,  from time to time as  specified  by the
Lender,   additional  amounts  sufficient  to  compensate  the  Lender  or  such
corporation  in the light of such  circumstances,  to the extent that the Lender
reasonably  determines such increase in capital to be allocable to the existence
of the  Lender's  commitment  to lend  hereunder;  provided,  however,  that the
Borrower shall not be responsible  for costs under this Section  2.10(b) arising
more than 90 days prior to receipt by the Borrower of the  certificate  from the
Lender  pursuant  to  this  Section  2.10(b)  with  respect  to  such  costs.  A
certificate  as to such  amounts  (together  with a  schedule  setting  forth in
reasonable  detail the  calculation  thereof)  submitted  to the Borrower by the
Lender shall be conclusive and binding for all purposes,  absent manifest error.
In  determining  such amount,  the Lender may use any  reasonable  averaging and
attribution methods.

               (c) Notwithstanding any other provision of this Agreement, if the
introduction  of or  any  change  in or in  the  interpretation  of  any  law or
regulation  shall make it unlawful,  or any central  bank or other  governmental
authority  shall  assert that it is unlawful,  for the Lender or its  Eurodollar
Lending  Office to perform its  obligations  hereunder to make  Eurodollar  Rate
Loans or to continue to fund or maintain Eurodollar Rate Loans hereunder,  then,
on notice  thereof and demand  therefor by the Lender to the Borrower,  (i) each
Eurodollar Rate Loan will automatically,  upon such demand,  Convert into a Base
Rate Loan and (ii) the  obligation  of the Lender to make,  or to Convert  Loans
into, Eurodollar Rate Loans shall be suspended until the Lender shall notify the
Borrower  that the Lender has  determined  that the  circumstances  causing such
suspension  no longer exist;  provided,  however,  that,  before making any such
demand,  the  Lender  agrees  to use  reasonable  efforts  (consistent  with its
internal policy and legal and regulatory  restrictions) to designate a different
Eurodollar  Lending  Office if the making of such a designation  would allow the
Lender or its Eurodollar  Lending Office to continue to perform its  obligations
to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate
Loans and would not, in the judgment of the Lender, be otherwise disadvantageous
to the Lender.

     SECTION 2.11.  Payments and Computations.  (a) The Borrower shall make each
payment hereunder and under the Note,  irrespective of any right of counterclaim
or  set-off,  not later  than  12:00 Noon (New York time) on the day when due in
U.S. dollars to the Lender for the account of its Applicable  Lending Office, in
same day funds.

               (b) The  Borrower  hereby  authorizes  the Lender,  if and to the
extent  payment  owed to the Lender is not made when due  hereunder or under the
Note, to charge from time to time against any or all of the Borrower's  accounts
with the  Lender  any  amount so due.  The  Lender  hereby  agrees to notify the
Borrower  promptly  after any such setoff and  application  shall be made by the
Lender; provided, however, that the failure to give such notice shall not affect
the validity of such charge.

               (c) All  computations  of interest  and fees shall be made by the
Lender on the basis of a year of 360 days, in each case for the actual number of
days  (including  the first day but  excluding  the last day)  occurring  in the
period for which such interest or fees are payable.  Each  determination  by the
Lender of an interest rate or fee hereunder  shall be conclusive and binding for
all purposes, absent manifest error.

               (d)  Whenever  any payment  hereunder  or under the Note shall be
stated to be due on a day other than a Business  Day, such payment shall be made
on the next  succeeding  Business Day, and such  extension of time shall in such
case be included in the  computation of payment of interest or commitment  fees,
as the case may be;  provided,  however,  that,  if such  extension  would cause
payment of interest on or principal of  Eurodollar  Rate Loans to be made in the
next following  calendar month, such payment shall be made on the next preceding
Business Day.

               SECTION  2.12.  Taxes.  (a) Any and all  payments by the Borrower
hereunder or under the Note shall be made, in accordance with Section 2.11, free
and clear of and  without  deduction  for any and all  present or future  taxes,
levies, imposts, deductions,  charges or withholdings,  and all liabilities with
respect thereto, excluding, in the case of the Lender, taxes that are imposed on
its  overall  net income by the United  States and taxes that are imposed on its
overall net income (and franchise taxes imposed in lieu thereof) by the state or
foreign  jurisdiction  under the laws of which the  Lender is  organized  or any
political  subdivision  thereof  and taxes that are  imposed on its  overall net
income (and  franchise  taxes  imposed in lieu  thereof) by the state or foreign
jurisdiction  of  the  Lender's  Applicable  Lending  Office  or  any  political
subdivision thereof (all such nonexcluded taxes,  levies,  imposts,  deductions,
charges, withholdings and liabilities in respect of payments hereunder and under
the Note being  hereinafter  referred to as "Taxes").  If the Borrower  shall be
required  by law to  deduct  any Taxes  from or in  respect  of any sum  payable
hereunder  or  under  the  Note to the  Lender,  (i) the sum  payable  shall  be
increased  as may be  necessary  so that after  making all  required  deductions
(including  deductions  applicable to additional sums payable under this Section
2.12) the Lender  receives an amount equal to the sum it would have received had
no such  deductions  been made, (ii) the Borrower shall make such deductions and
(iii) the Borrower shall pay the full amount  deducted to the relevant  taxation
authority or other governmental authority in accordance with applicable law.

               (b) In addition, the Borrower hereby agrees to pay any present or
future stamp, documentary,  excise, property or similar taxes, charges or levies
that  arise  from any  payment  made  hereunder  or  under  the Note or from the
execution,  delivery or  registration  of,  performing  under, or otherwise with
respect  to,  this  Agreement  or the Note  (hereinafter  referred  to as "Other
Taxes").

               (c) The  Borrower  shall  indemnify  the  Lender  for and hold it
harmless  against the full amount of Taxes and Other Taxes,  and the full amount
of taxes of any kind imposed by any  jurisdiction  on amounts payable under this
Section  2.12,  imposed on or paid by the Lender  and any  liability  (including
penalties,  additions to tax,  interest and expenses)  arising therefrom or with
respect thereto. This indemnification shall be made within 30 days from the date
on which the Lender makes written demand therefor.

               (d)  Within 30 days after the date of any  payment of Taxes,  the
Borrower  shall  furnish to the Lender,  at its  address  referred to in Section
6.02, the original or a certified copy of a receipt evidencing such payment,  to
the extent such a receipt is issued therefor,  or other written proof of payment
thereof  that is  reasonably  satisfactory  to the  Lender.  In the  case of any
payment  hereunder or under the Note by or on behalf of the Borrower  through an
account or branch  outside the United  States or by or on behalf of the Borrower
by a payor that is not a United States person,  if the Borrower  determines that
no Taxes are payable in respect  thereof,  the Borrower shall furnish,  or shall
cause such payor to  furnish,  to the  Lender,  at its  address  referred  to in
Section 6.02, an opinion of counsel  acceptable to the Lender  stating that such
payment is exempt from Taxes. For purposes of this subsection (d) and subsection
(e) of this Section 2.14,  the terms "United  States" and "United States person"
shall have the meanings specified in Section 7701 of the Internal Revenue Code.

               SECTION 2.13. Use of Proceeds. The proceeds of the Loans shall be
available (and the Borrower  agrees that it shall use such  proceeds)  solely to
provide working capital from time to time to the Borrower and its Subsidiaries.

                                          ARTICLE III

                            CONDITIONS TO EFFECTIVENESS AND LENDING

               SECTION 3.01.  Conditions  Precedent to  Effectiveness of Section
2.01.  Section 2.01 of this  Agreement  shall become  effective on and as of the
first date (the "Effective  Date") on which the following  conditions  precedent
have been satisfied:

               (a) The Lender shall have  received a true and  complete  copy of
        Amendment No. 2 to the Existing  Credit  Agreement dated as of March 28,
        2001.  All of the  conditions  precedent  to the  effectiveness  of such
        Amendment  No.  2 shall  have  been  satisfied  or  shall  be  satisfied
        concurrently with the effectiveness of this Agreement.

               (b) All  governmental  and third  party  consents  and  approvals
        necessary  in  connection  with any  BofA  Loan  Document  or any of the
        transactions  contemplated thereby shall have been obtained (without the
        imposition of any conditions  that are not acceptable to the Lender) and
        shall remain in effect,  and no law or regulation shall be applicable in
        the  reasonable  judgment  of the Lender  that  restrains,  prevents  or
        imposes materially adverse conditions upon any BofA Loan Document or any
        of the transactions contemplated thereby.

               (c) The Borrower shall have paid all accrued fees and expenses of
        the Lender  (including  the accrued  fees and expenses of counsel to the
        Lender).

               (d) On the Effective Date, the following statements shall be true
        and the  Lender  shall  have  received  a  certificate  signed by a duly
        authorized  officer of the Borrower,  dated the Effective Date,  stating
        that:

                      (i) The representations  and warranties  contained in, and
               incorporated  by  reference  from the Existing  Credit  Agreement
               into,  this  Agreement  and the  other  BofA Loan  Documents  are
               correct in all material  respects on and as of the Effective Date
               (except for any such  representation  and warranty  that,  by its
               terms,  refers to a specific date other than the Effective  Date,
               in which case as of such specific date), and

                    (ii)  No  event  has   occurred  and  is   continuing   that
               constitutes a Default.

               (e) The Lender  shall have  received  on or before the  Effective
        Date the  following,  each  dated  such  day and in form  and  substance
        satisfactory to the Lender:

                      (i)    The Note to the order of the Lender.

                      (ii) A  guaranty  in  favor  of the  Lender  (as  amended,
               supplemented  or  other  wise  modified  from  time  to  time  in
               accordance with its terms, the "Guaranty"),  duly executed by the
               Guarantor.

                      (iii) Certified  copies of the resolutions of the Board of
               Directors  of the Borrower and of the  Guarantor  approving  this
               Agreement,  the  Note  and  the  Guaranty,  and of all  documents
               evidencing  other  necessary  corporate  action and  governmental
               approvals,  if any, with respect to this Agreement,  the Note and
               the Guaranty.

                      (iv)  A  certificate  of  the  Secretary  or an  Assistant
               Secretary of each of the Borrower  and the  Guarantor  certifying
               the names and true  signatures of the officers of the Borrower or
               the  Guarantor,  as the case may be,  authorized to sign the BofA
               Loan  Documents  to which it is or is to be a party and the other
               documents to be delivered in connection herewith.

                      (v) A favorable  opinion of  Simpson,  Thacher & Bartlett,
               counsel for the Guarantor and Holdings and its Subsidiaries.

               (f) The Lender shall have received a schedule of the  Guarantor's
        Unencumbered  Liquid  Assets  (defined in the  Guaranty) as of March 27,
        2001, prepared in such a form and detail as is acceptable to the Lender.

               SECTION 3.02.  Conditions  Precedent to Each Loan. The obligation
of the Lender to make a Loan shall be subject to the  conditions  precedent that
the  Effective  Date  shall have  occurred  and on the date of such Loan (a) the
following  statements  shall be true (and each of the  giving of the  applicable
Notice of Loan and the  acceptance  by the Borrower of the proceeds of such Loan
shall constitute a representation  and warranty by the Borrower that both on the
date of such notice and on the date of such Loan such statements are true):

               (i)  the  representations   and  warranties   contained  in,  and
        incorporated by reference from the Existing Credit  Agreement into, this
        Agreement and the other BofA Loan  Documents are correct in all material
        respects  on and as of the date of such Loan,  before  and after  giving
        effect to such Loan and to the application of the proceeds therefrom, as
        though made on and as of such date  (except for any such  representation
        and warranty  that,  by its terms,  refers to a specific date other than
        date of such Loan, in which case as of such specific date), and

               (ii) no event has  occurred  and is  continuing,  or would result
        from such Loan or from the application of the proceeds  therefrom,  that
        constitutes a Default;

and (b) the Lender  shall have  received  (i) a  certificate  of the  Guarantor,
signed by a duly authorized officer thereof, certifying that the Guarantor is in
compliance with the requirements of Section 7(d) of the Guaranty,  and (ii) such
other  approvals,  opinions  or  documents  as  the  it  shall  have  reasonably
requested.

                                          ARTICLE IV

                                  INCORPORATION BY REFERENCE

               SECTION  4.  01  Incorporation  by  Reference.  (a)  All  of  the
representations  and warranties and covenants of the Existing  Credit  Agreement
(including,  without limitation, all defined terms used therein and exhibits and
schedules to the Existing Credit Agreement referred to therein) are specifically
incorporated  herein by reference  with the same force and effect as if the same
were set out in this Agreement in full. Except as otherwise provided herein:

               (i)  all  references  in  such  incorporated  provisions  to  the
        "Administrative  Agent"  (other  than in Sections  5.01(m)  and (o)),  a
        "Lender Party", the "Lender Parties" (other than in Section 5.01(o)),  a
        "Lender"  or the  "Lenders"  or  words  of  similar  import  , to  "this
        Agreement", "hereof", "hereto" or "hereunder" or words of similar import
        or to a "Note" or the "Notes",  "thereof",  "thereto" or "thereunder" or
        words of similar import shall, without further reference, mean and refer
        to the Lender under this  Agreement,  to this Agreement and to the Note,
        respectively;

               (ii)  all  references  in  such  incorporated  provisions  to the
        "Borrower"  or to  "Material  Adverse  Effect"  shall,  without  further
        reference,  mean and refer to the  Borrower  hereunder  and to BofA Loan
        Material Adverse Effect, respectively;

               (iii) for  purposes  of the  representations  and  warranties  in
        Sections 4.01(a),  (b), (c), (d), (e), (i), (j), (k), (l) and (m) of the
        Existing  Credit   Agreement,   all  references  in  such   incorporated
        provisions  to a "Loan  Party" or words of  similar  import,  to a "Loan
        Document", the "Loan Documents", "thereof", "thereto" or "thereunder" or
        words  of  similar  import  or  to  an  "Advance",   the  "Advances",  a
        "Borrowing" or the "Borrowing" or words of similar import shall, without
        further  reference,  mean and refer to a BofA Loan Party, to a BofA Loan
        Document or the BofA Loan Documents,  as  appropriate,  and to a Loan or
        the Loans, as appropriate, respectively;

               (iv) for purposes of the first sentence of each of Sections 5.01,
        5.02, 5.03 and 5.04, all references in such  incorporated  provisions to
        an  "Advance",  a "Letter of Credit" or words of similar  import or to a
        "Commitment"   or  words  of  similar  import  shall,   without  further
        reference,  mean  and  refer  to a  Loan  or the  Commitment  hereunder,
        respectively; and

               (v) except as otherwise  provided in subclauses (i), (ii),  (iii)
        and (iv) above,  the defined terms used in the  incorporated  provisions
        shall  have  the  meanings  ascribed  thereto  in  the  Existing  Credit
        Agreement.

Similarly,  to the extent any word or phrase is defined in this  Agreement,  any
such  word or phrase  appearing  in any of the  provisions  so  incorporated  by
reference from the Existing Credit  Agreement shall have the meaning given to it
in this Agreement. The incorporation by reference into this Agreement of certain
of the terms and provisions of the Existing Credit  Agreement is for convenience
only, and this Agreement and the Existing  Credit  Agreement  shall at all times
be,  and  be  deemed  to be  and be  treated  as,  separate  and  distinct  loan
obligations.  The  incorporation  by reference into this Agreement of certain of
the terms and provisions of the Existing Credit  Agreement shall not be affected
or impaired by any subsequent  expiration or termination of the Existing  Credit
Agreement.

               (b) The  Borrower,  by its  execution of this  Agreement,  hereby
agrees to amend and restate  this  Agreement at the request of the Lender to set
forth in full the provisions  incorporated by reference herein from the Existing
Credit  Agreement and to modify the terms and provisions of this  Agreement,  as
appropriate,  to  provide  for the  inclusion  of  additional  lenders  upon any
assignment or proposed  assignment  by the Lender of its rights and  obligations
hereunder  effected in accordance  with Section 6.07. In addition,  the Borrower
hereby  agrees to notify  the  Lender  promptly  and in any event  within  three
Business Days of any amendment, supplement or other modification to the Existing
Credit Agreement and, at the request of the Lender,  to enter into any amendment
or supplement to this Agreement proposed by the Lender to incorporate comparable
amendments, supplements or other modifications to this Agreement.


                                           ARTICLE V

                                       EVENTS OF DEFAULT

     SECTION 5.01. Events of Default. If any of the following events ("Events of
Default") shall occur and be continuing:

               (a) (i) the Borrower  shall fail to pay any principal of any Loan
        when the same shall  become due and payable or (ii) the  Borrower  shall
        fail to pay any interest on any Loan,  or any BofA Loan Party shall fail
        to make any other  payment  under any BofA Loan  Document,  in each case
        under this clause (ii) within three Business Days after the same becomes
        due and payable; or

               (b) any representation or warranty made by any BofA Loan Party or
        any  Loan  Party  (or  any  of  their  respective  officers)  under  (or
        incorporated  by  reference  into) or in  connection  with any BofA Loan
        Document shall prove to have been incorrect in any material respect when
        made; or

               (c) (i) the Borrower or Holdings,  as the case may be, shall fail
        to perform or observe  any term,  covenant  or  agreement  contained  in
        Section  2.13 herein or Section  5.01(e),  5.01(m),  5.01(p) or 5.01(q),
        5.02  or 5.04 of the  Existing  Credit  Agreement,  as  incorporated  by
        reference  herein  pursuant to Section 4.01, or (ii) the Guarantor shall
        fail to perform or observe any term,  covenant or agreement contained in
        the Guaranty; or

               (d) the  Borrower  or  Holdings  shall fail to perform  any other
        term,  covenant or agreement  contained in any BofA Loan Document on its
        part to be performed or observed if such failure shall remain unremedied
        for 30 days; or

               (e)  (i)  any  BofA  Loan  Party  or   Holdings  or  any  of  its
        Subsidiaries  shall fail to pay any principal of, premium or interest on
        or any other  amount  payable in respect of one or more items of Debt of
        the BofA Loan Parties and Holdings and its Subsidiaries  (excluding Debt
        outstanding  hereunder) that is outstanding in an aggregate principal or
        notional  amount of at least  $5,000,000  when the same  becomes due and
        payable   (whether   by   scheduled   maturity,   required   prepayment,
        acceleration,  demand or  otherwise),  and such failure  shall  continue
        after the applicable grace period,  if any,  specified in the agreements
        or instruments  relating to all such Debt; or (ii) any other event shall
        occur or  condition  shall exist  under the  agreements  or  instruments
        relating  to one or more  items of Debt of the  BofA  Loan  Parties  and
        Holdings and its  Subsidiaries  (excluding Debt  outstanding  hereunder)
        that is outstanding in an aggregate  principal or notional  amount of at
        least $5,000,000, and such other event or condition shall continue after
        the applicable grace period, if any, specified in all such agreements or
        instruments,  if the effect of such event or condition is to accelerate,
        or to permit the acceleration of, the maturity of such Debt or otherwise
        to cause, or to permit the holder thereof to cause, such Debt to mature;
        or (iii) one or more items of Debt of the BofA Loan Parties and Holdings
        and its  Subsidiaries  (excluding  Debt  outstanding  hereunder) that is
        outstanding  in an aggregate  principal  or notional  amount of at least
        $5,000,000  shall be  declared  to be due and  payable or required to be
        prepaid or redeemed  (other than by a  regularly  scheduled  or required
        prepayment or redemption), purchased or defeased, or an offer to prepay,
        redeem,  purchase or defease such Debt shall be required to be made,  in
        each case prior to the stated maturity thereof; or

               (f)  any  BofA  Loan  Party,  Holdings  or any  of  the  Material
        Subsidiaries shall generally not pay its debts as such debts become due,
        or shall admit in writing its inability to pay its debts  generally,  or
        shall make a general  assignment  for the benefit of  creditors;  or any
        proceeding  shall be  instituted  by or  against  any BofA  Loan  Party,
        Holdings or any of the Material  Subsidiaries seeking to adjudicate it a
        bankrupt   or   insolvent,   or   seeking   liquidation,   winding   up,
        reorganization,   arrangement,   adjustment,   protection,   relief   or
        composition  of it or its debts under any law  relating  to  bankruptcy,
        insolvency or reorganization or relief of debtors,  or seeking the entry
        of an order for  relief or the  appointment  of a  receiver,  trustee or
        other  similar  official  for  it or for  any  substantial  part  of its
        property and, in the case of any such proceeding  instituted  against it
        (but not instituted by it) that is being  diligently  contested by it in
        good faith,  either such proceeding shall remain undismissed or unstayed
        for a period of 45 days or any of the actions sought in such  proceeding
        (including,  without  limitation,  the  entry  of an  order  for  relief
        against, or the appointment of a receiver,  trustee,  custodian or other
        similar  official for, it or any substantial part of its property) shall
        occur;  or any  BofA  Loan  Party,  Holdings  or  any  of  the  Material
        Subsidiaries  shall take any  corporate  action to authorize  any of the
        actions set forth above in this subsection (f); or

               (g) one or more  judgments  or orders for the payment of money in
        excess of  $5,000,000  shall be rendered  against,  any BofA Loan Party,
        Holdings  or  any  of  its   Subsidiaries  and  either  (i)  enforcement
        proceedings  shall have been  commenced  by any  creditor  upon any such
        judgment or order or (ii) there  shall be any period of at least  thirty
        consecutive days during which a stay of enforcement of any such judgment
        or order,  by reason of a pending  appeal or otherwise,  shall not be in
        effect;  provided,  however,  that any such  judgment,  order or payment
        shall be  disregarded  for the purposes of this  Section  5.01(g) to the
        extent that (A) the amount of such judgment, order or payment is covered
        by a valid and binding policy of insurance between the defendant and the
        insurer  covering  full  payment  thereof and (B) such  insurer has been
        notified,  and, in the case of such judgment,  order or payment, has not
        disputed the claim made for payment,  of the amount of such  judgment or
        order or payment; or

               (h) (i) any  provision of any BofA Loan Document  after  delivery
        thereof  pursuant to Section 3.01 shall for any reason cease to be valid
        and binding on or enforceable against any BofA Loan Party intended to be
        a party to it, or any such BofA Loan Party shall so state in writing, or
        (ii) any provision of any Loan Document after delivery  thereof pursuant
        to Section  3.01,  5.01(m) or 5.01(q) of the Existing  Credit  Agreement
        shall for any reason (other than pursuant to the terms thereof) cease to
        be valid and binding on or  enforceable  against any Loan Party intended
        to be a party to it, or any such Loan Party  shall so state in  writing;
        or

               (j)    a Change of Control shall occur; or

               (k) any ERISA Event shall have  occurred  with  respect to a Plan
        and the sum  (determined  as of the  date of  occurrence  of such  ERISA
        Event) of the  Insufficiency  of such Plan and the  Insufficiency of any
        and all other  Plans  with  respect to which an ERISA  Event  shall have
        occurred  and then exist (or the  liability of the  Guarantor,  the Loan
        Parties and the ERISA  Affiliates  related to such ERISA Event)  exceeds
        $5,000,000; or

               (l) the Guarantor,  any Loan Party or any ERISA  Affiliate  shall
        have been  notified by the sponsor of a  Multiemployer  Plan that it has
        incurred  Withdrawal  Liability to such  Multiemployer Plan in an amount
        that,  when  aggregated  with all other  amounts  required to be paid to
        Multiemployer  Plans by the  Guarantor,  the Loan  Parties and the ERISA
        Affiliates as Withdrawal  Liability  (determined  as of the date of such
        notification), exceeds $5,000,000; or

               (m) the Guarantor,  any Loan Party or any ERISA  Affiliate  shall
        have been  notified  by the  sponsor of a  Multiemployer  Plan that such
        Multiemployer  Plan is in reorganization or is being terminated,  within
        the meaning of Title IV of ERISA, and as a result of such reorganization
        or termination the aggregate annual contributions of the Guarantor,  the
        Loan Parties and the ERISA  Affiliates to all  Multiemployer  Plans that
        are then in  reorganization  or being  terminated  have  been or will be
        increased over the amounts  contributed to such Multiemployer  Plans for
        the plan years of such  Multiemployer  Plans  immediately  preceding the
        plan  year in which  such  reorganization  or  termination  occurs by an
        amount exceeding $5,000,000;

then,  and in any such  event,  the Lender (i) may,  by notice to the  Borrower,
declare  the  Commitment  and the  obligation  of the Lender to make Loans to be
terminated,  whereupon  the same shall  forthwith  terminate,  and (ii) may,  by
notice to the  Borrower,  declare the Note,  all interest  thereon and all other
amounts payable under this Agreement to be forthwith due and payable,  whereupon
the Note,  all such  interest and all such amounts shall become and be forthwith
due and payable,  without presentment,  demand, protest or further notice of any
kind,  all of which  are  hereby  expressly  waived by the  Borrower;  provided,
however,  that in the event of an actual or deemed  entry of an order for relief
with  respect  to the  Borrower  under  the  Federal  Bankruptcy  Code,  (A) the
Commitment and the obligation of the Lender to make Loans shall automatically be
terminated  and (B) the  Note,  all such  interest  and all such  amounts  shall
automatically  become  and be due  and  payable,  without  presentment,  demand,
protest or any notice of any kind, all of which are hereby  expressly  waived by
the Borrower.

                                          ARTICLE VI

                                         MISCELLANEOUS

               SECTION  6.01.  Amendments,  Etc. No  amendment  or waiver of any
provision  of this  Agreement or the Note,  nor consent to any  departure by the
Borrower therefrom,  shall in any event be effective unless the same shall be in
writing  and signed by the  Lender,  and then such  waiver or  consent  shall be
effective only in the specific  instance and for the specific  purpose for which
given.

               SECTION 6.02. Notices,  Etc. All notices and other communications
provided for hereunder shall be in writing (including telecopier, telegraphic or
telex communication) and mailed, telecopied,  telegraphed, telexed or delivered,
if to the Borrower,  at its address at 240 Cedar Knolls Road, Cedar Knolls,  New
Jersey 07927. Attention:  Andrew Bolt; if to the Lender, at its Domestic Lending
Office specified  opposite its name on Schedule I hereto; or in the case of each
party,  at such other  address as shall be designated by such party in a written
notice to the other  party.  All such  notices and  communications  shall,  when
mailed,  telecopied or  telegraphed  be effective  when  deposited in the mails,
telecopied  or delivered to the  telegraph  company,  respectively,  except that
notices and communications to the Lender pursuant to Article II or III shall not
be effective until received by the Lender. Delivery by telecopier of an executed
counterpart of any amendment or waiver of any provision of this Agreement or any
other  BofA Loan  Document  to be  executed  and  delivered  hereunder  shall be
effective as delivery of an originally executed counterpart thereof.

               SECTION 6.03. No Waiver;  Remedies. No failure on the part of the
Lender to exercise, and no delay in exercising, any right hereunder or under the
Note shall operate as a waiver thereof; nor shall any single or partial exercise
of any such right preclude any other or further exercise thereof or the exercise
of any  other  right.  The  remedies  herein  provided  are  cumulative  and not
exclusive of any remedies provided by law.

               SECTION 6.04. Costs and Expenses.  (a) The Borrower agrees to pay
on demand  (i) all costs  and  expenses  of the  Lender in  connection  with the
preparation, execution, delivery, administration,  modification and amendment of
the BofA Loan  Documents and the other  documents to be delivered  hereunder and
thereunder   (including,    without   limitation,   (A)   all   due   diligence,
transportation, computer, duplication, consultant and audit expenses and (B) the
reasonable  fees and expenses of counsel for the Lender with respect thereto and
with respect to advising the Lender as to its rights and responsibilities  under
the BofA  Loan  Documents)  and (ii) all  costs and  expenses  of the  Lender in
connection  with the  enforcement  of the BofA Loan  Documents,  whether  in any
action,  suit  or  litigation,  any  bankruptcy,  insolvency  or  other  similar
preceding affecting creditor's rights generally (including,  without limitation,
the  reasonable  fees and  expenses  of counsel  for the  Lenders  with  respect
thereto.  The Borrower further agrees to pay on demand all costs and expenses of
the Lender, if any (including,  without limitation,  reasonable counsel fees and
expenses),  in connection with the enforcement  (whether  through  negotiations,
legal  proceedings  or otherwise) of this the BofA Loan  Documents and the other
documents  to  be  delivered  hereunder  and  thereunder,   including,   without
limitation,  the  reasonable  fees and  expenses  of  counsel  for the Lender in
connection with the enforcement of rights under this Section 6.04(a).

               (b) The Borrower agrees to indemnify and hold harmless the Lender
and each of its Affiliates and its officers,  directors,  employees,  agents and
advisors  (each,  an  "Indemnified  Party") from and against any and all claims,
damages,  losses,  liabilities  and  expenses  (including,  without  limitation,
reasonable  fees and expenses of counsel) that may be incurred by or asserted or
awarded  against  any  Indemnified  Party,  in each  case  arising  out of or in
connection with or by reason of (including,  without  limitation,  in connection
with any investigation,  litigation or proceeding or preparation of a defense in
connection  therewith)  (i)  BofA  Loan  Documents,   any  of  the  transactions
contemplated  herein or therein or the actual or proposed use of the proceeds of
the Loans or (ii) the actual or alleged  presence of Hazardous  Materials on any
property of the Borrower or any of its Subsidiaries or any Environmental  Action
relating in any way to the  Borrower or any of its  Subsidiaries,  except to the
extent  such  claim,  damage,  loss,  liability  or expense is found in a final,
non-appealable  judgment by a court of competent  jurisdiction  to have resulted
from such  Indemnified  Party's gross negligence or willful  misconduct.  In the
case of an investigation,  litigation or other proceeding to which the indemnity
in this Section 6.04(b)  applies,  such indemnity shall be effective  whether or
not such  investigation,  litigation  or  proceeding is brought by any BofA Loan
Party,  any  Loan  Party,  its  directors,   shareholders  or  creditors  or  an
Indemnified  Party,  or any  Indemnified  Party is otherwise a party thereto and
whether  or not  the  transactions  contemplated  hereby  are  consummated.  The
Borrower  also agrees not to assert any claim  against  the  Lender,  any of its
affiliates, or any of its directors,  officers, employees, attorneys and agents,
on any theory of liability,  for special,  indirect,  consequential  or punitive
damages arising out of or otherwise relating to BofA Loan Documents,  any of the
transactions contemplated herein or therein or the actual or proposed use of the
proceeds of the Loans.

               (c) If any  payment  of  principal  of,  or  Conversion  of,  any
Eurodollar Rate Loan is made by the Borrower to or for the account of the Lender
other than on the last day of the Interest  Period for such Loan, as a result of
a payment or  Conversion  pursuant to Section  2.07(d) or (e),  2.09 or 2.10(c),
acceleration  of the  maturity of the Note  pursuant to Section  5.01 or for any
other  reason,  the  Borrower  shall pay to the  Lender  an amount  equal to the
present value  (calculated in accordance with this Section  6.04(c)) of interest
for the remaining  portion of the relevant Interest Period on the amount of such
Loan,  at a rate per annum equal to the excess of (i) the  Eurodollar  Rate that
would have been in effect for such Interest Period over (ii) the Eurodollar Rate
applicable on the date of  determination  to a deemed  Interest Period ending on
the last day of such  Interest  Period.  The  present  value of such  additional
interest shall be calculated by discounting the amount of such interest for each
day in the relevant  Interest Period from such day to the date of such repayment
or  termination  at an  interest  rate  per  annum  equal to the  interest  rate
determined  pursuant to the immediately  preceding  sentence,  and by adding all
such  amounts for all such days during such  period.  The  determination  by the
Lender of such  amount of  interest  shall be  conclusive  and  binding,  absent
manifest error.

               (d) Without  prejudice to the survival of any other  agreement of
the Borrower hereunder, the agreements and obligations of the Borrower contained
in Sections 2.10,  2.12 and 6.04 shall survive the payment in full of principal,
interest and all other amounts payable hereunder and under the Note.

               SECTION  6.05.  Right of  Set-off.  Upon (i) the  occurrence  and
during  the  continuance  of any  Event of  Default  and (ii) the  making of the
request by or the actions of the Lender specified by Section 5.01 to declare the
Note due and payable  pursuant to the provisions of Section 5.01, the Lender and
each of its  affiliates is hereby  authorized at any time and from time to time,
to the  fullest  extent  permitted  by law,  to set off  and  apply  any and all
deposits (general or special, time or demand,  provisional or final) at any time
held and other indebtedness at any time owing by the Lender or such affiliate to
or for the credit or the  account  of the  Borrower  against  any and all of the
obligations  of the Borrower now or hereafter  existing under this Agreement and
the Note held by the  Lender,  whether  or not the  Lender  shall  have made any
demand under this  Agreement or the Note and although  such  obligations  may be
unmatured.  The Lender  agrees  promptly to notify the  Borrower  after any such
set-off and application, provided that the failure to give such notice shall not
affect the  validity of such set-off and  application.  The rights of the Lender
and its  affiliates  under this Section 6.05 are in addition to other rights and
remedies  (including,  without  limitation,  other  rights of set-off)  that the
Lender and its affiliates may have.

               SECTION  6.06.  Binding  Effect.   This  Agreement  shall  become
effective  (other than  Section  2.01,  which shall only become  effective  upon
satisfaction  of the  conditions  precedent  set forth in Section  3.01) when it
shall have been executed by the Borrower and the Lender and,  thereafter,  shall
be  binding  upon and inure to the  benefit of the  Borrower  and the Lender and
their respective successors and assigns, except that the Borrower shall not have
the right to assign its rights  hereunder  or any  interest  herein  without the
prior written consent of the Lender.

               SECTION 6.07. Assignments and Participations.  (a) The Lender may
assign to one or more Persons  reasonably  satisfactory to the Borrower all or a
portion of its rights and obligations under this Agreement  (including,  without
limitation,  all or a portion of its  Commitment,  the Loans owing to it and the
Note held by it). In connection with any such assignment, the Borrower agrees to
execute  and  deliver  such  documentation  as the Lender or any such  permitted
assignee may reasonably  request to evidence such  assignment and the rights and
obligations of such assignee hereunder.

               (b) The  Lender may sell  participations  to one or more banks or
other entities  (other than any BofA Loan Party or any of its  affiliates) in or
to  all  or a  portion  of its  rights  and  obligations  under  this  Agreement
(including,  without limitation,  all or a portion of its Commitment,  the Loans
owing to it and the Note held by it); provided,  however,  that (i) the Lender's
obligations under this Agreement (including,  without limitation, its Commitment
hereunder)  shall  remain  unchanged,   (ii)  the  Lender  shall  remain  solely
responsible to the other parties hereto for the performance of such obligations,
(iii) the Lender  shall  remain the holder of the Note for all  purposes of this
Agreement,  (iv) the Borrower,  shall  continue to deal solely and directly with
the Lender in connection  with the Lender's  rights and  obligations  under this
Agreement and (v) no  participant  under any such  participation  shall have any
right to approve any amendment or waiver of any  provision of this  Agreement or
the Note, or any consent to any departure by the Borrower  therefrom,  except to
the extent that such amendment, waiver or consent would reduce the principal of,
or interest on, the Note or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation, or postpone any date fixed for
any  payment  of  principal  of, or  interest  on, the Note or any fees or other
amounts  payable  hereunder,  in  each  case  to  the  extent  subject  to  such
participation.

               (c)  The  Lender  may,  in  connection  with  any  assignment  or
participation or proposed  assignment or participation  pursuant to this Section
6.07,   disclose  to  the  assignee  or  participant  or  proposed  assignee  or
participant,  any information  relating to any BofA Loan Party or any Loan Party
furnished to the Lender by or on behalf of the Borrower.

               (d)  Notwithstanding  any  other  provision  set  forth  in  this
Agreement,  the Lender may at any time create a security  interest in all or any
portion of its rights under this Agreement (including,  without limitation,  the
Loans owing to it and the Note held by it) in favor of any Federal  Reserve Bank
in accordance with Regulation A of the Board of Governors of the Federal Reserve
System.

     SECTION 6.08.  Governing Law. This Agreement and the Note shall be governed
by, and construed in accordance with, the laws of the State of New York.

               SECTION 6.09.  Execution in  Counterparts.  This Agreement 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  one and the same
agreement.  Delivery of an  executed  counterpart  of a  signature  page to this
Agreement by  telecopier  shall be effective as delivery of a manually  executed
counterpart of this Agreement.

               SECTION 6.10.  Jurisdiction,  Etc. (a) Each of the parties hereto
hereby irrevocably and unconditionally  submits, for itself and its property, to
the  nonexclusive  jurisdiction  of any New York State court or federal court of
the United States of America  sitting in New York City, and any appellate  court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement,  the Note or the Guaranty,  or for  recognition or enforcement of any
judgment,  and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding  may be heard
and  determined in any such New York State court or, to the extent  permitted by
law,  in such  federal  court.  Each of the parties  hereto  agrees that a final
judgment  in any  such  action  or  proceeding  shall be  conclusive  and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that any party
may otherwise have to bring any action or proceeding  relating to this Agreement
or the Note in the courts of any jurisdiction.

               (b) Each of the parties hereto  irrevocably  and  unconditionally
waives,  to the  fullest  extent  it may  legally  and  effectively  do so,  any
objection  that it may now or hereafter have to the laying of venue of any suit,
action or proceeding  arising out of or relating to this Agreement,  the Note or
the Guaranty in any New York State or federal court.  Each of the parties hereto
hereby  irrevocably  waives, to the fullest extent permitted by law, the defense
of an inconvenient  forum to the maintenance of such action or proceeding in any
such court.



<PAGE>


               SECTION 6.11.  Waiver of Jury Trial. Each of the Borrower and the
Lender  hereby  irrevocably  waives  all  right to trial by jury in any  action,
proceeding  or  counterclaim  (whether  based on  contract,  tort or  otherwise)
arising out of or relating to this  Agreement  or any other BofA Loan  Document,
the  Loans or the  actions  of the  Lender in the  negotiation,  administration,
performance or enforcement thereof.

               IN WITNESS WHEREOF, the parties hereto have caused this Agreement
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

                              BANK OF AMERICA, N.A.


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

<PAGE>


                                                                     SCHEDULE I
                                                     APPLICABLE LENDING OFFICES

Name of Lender

BANK OF AMERICA, N.A.


Domestic Lending Office:

Credit:                                     Administrative:


Eurodollar Lending Office:

Credit:                                     Administrative:








<PAGE>








U.S.$5,000,000                                              Dated March 28, 2001


               FOR  VALUE  RECEIVED,  the  undersigned,  AMERICAN  SAFETY  RAZOR
COMPANY, a Delaware corporation (the "Borrower"),  HEREBY PROMISES TO PAY to the
order of BANK OF AMERICA,  N.A. (the "Lender") for the account of its Applicable
Lending Office on the Termination  Date (each as defined in the Credit Agreement
referred  to  below)  the  principal  sum of  U.S.$5,000,000  or,  if less,  the
aggregate  principal  amount of the  Loans  made by the  Lender to the  Borrower
pursuant to the Credit Agreement dated as of March 28, 2001 between the Borrower
and the  Lender  (as  amended  or  modified  from  time  to  time,  the  "Credit
Agreement";  the terms  defined  therein  being used herein as therein  defined)
outstanding on the Termination Date.

               The  Borrower  promises to pay  interest on the unpaid  principal
amount of each Loan from the date of such Loan  until such  principal  amount is
paid in  full,  at such  interest  rates,  and  payable  at such  times,  as are
specified in the Credit Agreement.

               Both  principal  and  interest are payable in lawful money of the
United States of America to the Lender in same day funds. Each Loan owing to the
Lender by the Borrower pursuant to the Credit  Agreement,  and all payments made
on account of principal  thereof,  shall be recorded by the Lender and, prior to
any transfer hereof,  endorsed on the grid attached hereto which is part of this
Promissory Note.

               This  Promissory Note is the Note referred to in, and is entitled
to the  benefits of, the Credit  Agreement.  The Credit  Agreement,  among other
things,  (i) provides for the making of Loans by the Lender to the Borrower from
time to time during the period  from the  Effective  Date until the  Termination
Date in an  aggregate  amount  not to  exceed at any time  outstanding  the U.S.
dollar amount first above mentioned,  the indebtedness of the Borrower resulting
from each such Loan being evidenced by this  Promissory  Note, and (ii) contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated events and also for  prepayments on account of principal  hereof prior to
the maturity hereof upon the terms and conditions therein specified.


                                 AMERICAN SAFETY RAZOR COMPANY



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

<PAGE>


                         LOANS AND PAYMENTS OF PRINCIPAL

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               Amount of       Principal Paid    Unpaid Principal     Notation
   Date           Loan            or Prepaid          Balance         Made By
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