EXECUTION COPY




                               AMENDMENT NO. 1 TO
                              THE CREDIT AGREEMENT


                                                     Dated as of March 24, 2000

     AMENDMENT  NO. 1 TO THE CREDIT  AGREEMENT  dated as of April 23, 1999 among
RSA Acquisition  Corp., a Delaware  corporation,  as Purchaser,  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 thereof under the
caption  "Initial  Lenders",  as Initial  Lenders,  Bank of  America,  N.A.,  as
successor by merger to NationsBank,  N.A. ("BofA"),  as an Initial Issuing Bank,
BofA, as the Initial 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 NationsBank,  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  (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  5.02(f)(i)(E)  is hereby amended by deleting the word "and" at
the end thereof and replacing it with a comma;

     (b) Section  5.02(f)(i)(F)  is hereby amended by (i) deleting the reference
to clause "(E)"  contained  therein and  replacing it with a reference to clause
"(F)" and (ii) by deleting  the  semicolon  at the end thereof and  replacing it
with the word "and";

     (c) Section 5.02(f)(i) is hereby amended by adding to the end thereof a new
clause (G) to read as follows:

          "(G) at any time prior to May 31, 2000,  declare and pay to Holdings a
     single  dividend  in an amount not to exceed  $10,000,000,  which  dividend
     shall,  within three Business Days of receipt thereof by Holdings,  be used
     to prepay the Holdings Debt;"; and

     (d) Section 5.02(j) is hereby amended in its entirety and replaced with the
following:

                           "(j)  Prepayments,  Etc.,  of Debt.  Prepay,  redeem,
                  purchase,  defease or otherwise satisfy prior to the scheduled
                  maturity  thereof  in any  manner,  or  make  any  payment  in
                  violation of any subordination  terms of, the Holdings Debt or
                  any Subordinated  Debt, other than (i) regularly  scheduled or
                  required  repayments  or  redemptions  of such Debt,  (ii) the
                  prepayment  of the Holdings Debt with the Net Cash Proceeds of
                  the  Subordinated  Notes  and  (iii)  the  prepayment  of  the
                  Holdings  Debt with the  proceeds  of the  dividend  permitted
                  under Section 5.02(f)(i)(G), or amend, modify or change in any
                  manner  materially  adverse  to the  interests  of the  Lender
                  Parties  any  term  or  condition  of any  Surviving  Debt  or
                  Subordinated Debt, or permit any of its Subsidiaries to do any
                  of the foregoing."

     SECTION  2.  Conditions  of  Effectiveness.  This  Amendment  shall  become
effective  as of the date first  above  written  when,  and only  when,  (i) 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,  (ii) each Subsidiary Guarantor shall have executed a consent to
this  Amendment in the form attached  hereto and (iii) each Lender that executes
this Amendment  shall have received  payment of the amendment fee referred to in
Section 5(b). Furthermore 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 12:00 p.m.
(New York time) on Friday, March 24, 2000, for its own account, an amendment fee
equal to 0.05 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.

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



<PAGE>


     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/ Alan R. Koss
                                            --------------------------
                                            Name: Alan R. Koss
                                            Title: SVP &CFO


                                       RSA HOLDINGS CORP.  OF DELAWARE


                                       By: /s/James D. Murphy
                                           ----------------------------
                                           Name: James D. Murphy
                                           Title: President




<PAGE>


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


                                       By  /s/Heidi Anne Sandquist
                                           ------------------------------------
                                           Name: HEIDI-ANNE SANDQUIST
                                           Title: VICE PRESIDENT


                                       BANC OF AMERICA SECURITIES LLC, as
                                       Co-Arranger


                                       By /s/Heidi Anne Sandquist
                                          --------------------------------
                                          Name: HEIDI-ANNE SANDQUIST
                                          Title: VICE PRESIDENT




<PAGE>


                                      DLJ CAPITAL FUNDING, INC., as
                                      Syndication Agent and Co-Arranger


                                      By /s/James L. Paradise
                                         ------------------------------
                                         Name: James L. Paradise
                                         Title: Senior Vice President


<PAGE>


                                       COMERICA BANK


                                       By /s/Dan M. Roman
                                          ------------------------------
                                          Name: Dan M. Roman
                                          Title: Vice President


<PAGE>


                                       EATON VANCE INSTITUTIONAL SENIOR
                                       LOAN FUND


                                       By: EATON VANCE MANAGEMENT
                                           AS INVESTMENT ADVISOR


                                       By /s/Payson F. Swaffield
                                          -------------------------------
                                          Name: PAYSON F. SWAFFIELD
                                          Title: VICE PRESIDENT


<PAGE>


                                       EATON VANCE SENIOR INCOME TRUST


                                       BY: EATON VANCE MANAGEMENT
                                            AS INVESTMENT ADVISOR


                                       By  /s/Payson F. Swaffield
                                           -----------------------------
                                           Name: PAYSON F. SWAFFIELD
                                           Title: VICE PRESIDENT


<PAGE>


                                       FLEET BANK N.A.


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


<PAGE>


                                       MORGAN STANLEY DEAN WITTER PRIME
                                       INCOME TRUST


                                       By /s/ Sheila A. Finnerty
                                              --------------------------
                                              Name: Sheila A. Finnerty
                                              Title: Sr Vice President


<PAGE>


                                       OLYMPIC FUNDING TRUST SERIES
                                       1999-1


                                       By /s/Kelly C. Walker
                                          -------------------------------
                                          Name: KELLY C. WALKER
                                          Title: AUTHORIZED AGENT





<PAGE>


                                       THE PROVIDENT BANK


                                       By  /s/Thomas W. Doe
                                           --------------------------------
                                           Name: Thomas W. Doe
                                           Title: VP





<PAGE>





                                       SENIOR DEBT PORTFOLIO


                                       BY: Boston Management and Research
                                           As Investment Advisor


                                       By /s/Payson F. Swaffield
                                          --------------------------------
                                          Name: Payson F. Swaffield
                                          Title:   Vice President





<PAGE>


                                    SIMSBURY CLO LIMITED


                                    By: Massachusetts Mutual Life Insurance Co.,
                                        As Collateral Manager


                                    By /s/Steven J. Katz
                                       ----------------------------------------
                                        Name: Steven J. Katz
                                        Title: Second V.P. & Associate General
                                                Counsel


<PAGE>


                                       SUMMIT BANK


                                       By /s/Timothy E. Doyle
                                          ------------------------------------
                                          Name: Timothy E. Doyle
                                          Title: VP/Director





<PAGE>


                                       THE TRAVELERS INSURANCE COMPANY


                                       By /s/Teresa M. Torrey
                                          ------------------------------
                                          Name: TERESA M. TORREY
                                          Title:   SECOND VICE PRESIDENT





<PAGE>


                                       TRAVELERS CORPORATE LOAN FUND INC.
                                       By Travelers Asset Management
                                          International Company LLC


                                       By /s/Teresa M. Torrey
                                          ----------------------------
                                          Name: TERESA M. TORREY
                                          Title:    SECOND VICE PRESIDENT


<PAGE>


                                       CITIZENS BANK OF MASSACHUSETTS
                                       AS SUCCESSOR TO U.S. TRUST

                                       By /s/Thomas F. Macina
                                          -------------------- -------
                                          Name: THOMAS F. MACINA
                                          Title: DIRECTOR





<PAGE>


                                       VAN KAMPEN CLO 1, LIMITED


                                        By: VAN KAMPEN MANAGEMENT, INC.
                                            As Collateral Manager


                                        By /s/Darvin D. Pierce
                                           ---------------------------
                                           Name: DARVIN D. PIERCE
                                           Title: VICE PRESIDENT


<PAGE>


                                                                        CONSENT




                                                     Dated as of March 24, 2000



                  Each of the undersigned corporations, as a Guarantor under the
Subsidiary  Guaranty  dated  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/ Alan R. Koss
                                               ------------------------
                                               Title: SVP & CFO


                                       ASR HOLDINGS, INC.


                                       By /s/ Alan R. Koss
                                          -----------------------------
                                          Title: VP, Treas. & Asst. Sec


                                       PERSONNA INTERNATIONAL DE
                                       PUERTO RICO, INC.


                                       By /s/Alan R. Koss
                                          -----------------------------
                                          Title: VP, Treas. & Asst. Sec








<PAGE>


                                       THE HEWITT SOAP COMPANY, INC.


                                       By /s/Alan R.Koss
                                          -----------------------------
                                          Title: VP, Treas. & Asst. Sec.


                                       MEGAS BEAUTY CARE, INC.


                                       By /s/Alan R. Koss
                                          -------------------------------
                                          Title: VP, Treas. & Asst. Sec



                                        VALLEY PARK REALTY, INC


                                        By /s/Alan R. Koss
                                           ------------------------------
                                           Title: VP, Treas. & Asst. Sec