IN THE UNITED STATES BANKRUPTCY COURT FOR THE

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE Powered By Docstoc
					                         IN THE UNITED STATES BANKRUPTCY COURT
                                 FOR THE DISTRICT OF DELAWARE
---------------------------------------------------------x
                                                         )
In re                                                    )
                                                         ) Chapter 11
AMERICAN SAFETY                                          )
RAZOR COMPANY, LLC, et al.,1                             ) Case No. 10-12351 (MFW)
                                                         )
                                          Debtors.       ) Joint Administration Pending
                                                         )
--------------------------------------------------------x


      DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE
    RETENTION AND EMPLOYMENT OF SIMPSON THACHER & BARTLETT LLP AS
      COUNSEL TO THE DEBTORS PURSUANT TO SECTIONS 327(a), 328(a) AND
     330 OF THE BANKRUPTCY CODE NUNC PRO TUNC TO THE PETITION DATE

                The above-captioned debtors and debtors in possession (collectively, the

“Debtors”) hereby submit this application (the “Application”) for an order authorizing the

Debtors to retain and employ Simpson Thacher & Bartlett LLP (“Simpson Thacher”) as counsel

to the Debtors nunc pro tunc to June 30, 2010 pursuant to sections 327(a), 328(a) and 330 of title

11 of the United States Code (the “Bankruptcy Code”). In support of this Application, the

Debtors rely upon and incorporate herein by reference the Declaration of Mark Thompson, a

partner of Simpson Thacher (the “Thompson Declaration”) annexed hereto as Exhibit A and the

Affidavit of J. Andrew Bolt, Executive Vice President and Chief Financial Officer of American


1
        The Debtors in these chapter 11 cases, along with the last four (4) digits of each Debtor’s federal tax
        identification number, are: American Safety Razor Company, LLC (0207), American Safety Razor
        Corporation (5475), ASR Holdings, Inc. (6509), Blade Acquisition Company (2053), Industrias
        Manufactureras ASR de Puerto Rico, Inc. (4894), Megas Beauty Care, Inc. (0321), Megas de Puerto Rico,
        Inc. (3065), Personna International de Puerto Rico, Inc. (0814), RSA Holdings Corp. of Delaware (3029),
        RSA Soap Company, Inc. (7635), and Valley Park Realty, Inc. (3691). The following entities are non-
        debtor foreign affiliates of the Debtors: American Safety Razor Australia Pty Limited; American Safety
        Razor do Brasil Ltda.; American Safety Razor of Canada Limited; ASR Exportacao, Importacao, Comercio
        e Industria de Produtos de Barbear Ltda; Personna International CZ s.r.o.; Personna International de
        Mexico, S.A. de C.V.; Personna International Israel Ltd.; Personna International Limited; Personna
        International UK Limited; Personna International UK Ltd; and Wolco Holland BV. The corporate address
        of American Safety Razor Company, LLC is 240 Cedar Knolls Road, Cedar Knolls, NJ 07927.
Safety Razor Company, LLC and Blade Acquisition Company, and Vice President and

Authorized Officer of the other Debtors, in Support of the First Day Motions (the “First Day

Affidavit”) and respectfully state as follows:

                                             JURISDICTION

       1.       This Court has jurisdiction over this Application under 28 U.S.C. §§ 157 and

1334. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). Venue of

this proceeding and this Application in this District is proper under 28 U.S.C. §§ 1408 and 1409.

The statutory predicates for the relief requested herein are sections 327(a), 328(a) and 330 of the

Bankruptcy Code, Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”), and Rules 2014-1 and 2016 of the Local Bankruptcy Rules for the United

States Bankruptcy Court for the District of Delaware (the “Local Rules”).

                                             BACKGROUND

       2.       On July [28], 2010 (the “Petition Date”), each of the Debtors filed a voluntary

petition for relief with the Court under chapter 11 of title 11 of the Bankruptcy Code. The

Debtors are operating their businesses and managing their property as debtors in possession

pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment

of a trustee or examiner has been made in these chapter 11 cases, and no committees have been

appointed or designated. Concurrently with the filing of this Application, the Debtors have

sought procedural consolidation and joint administration of these chapter 11 cases.2




2
       A description of the Debtors’ business, the reasons for filing these chapter 11 cases and the relief sought
       from this Court to allow for a transition into chapter 11 are set forth in the First Day Affidavit, which was
       filed contemporaneously with this Application.



                                                        2
                                     RELIEF REQUESTED

       3.      By this Application, the Debtors seek to employ Simpson Thacher nunc pro tunc

to the Petition Date to perform the legal services set forth below effective as of the Petition Date.

Pursuant to sections 327(a), 328(a) and 330 of the Bankruptcy Code, the Debtors request entry of

an order authorizing substantially in the form annexed hereto as Exhibit B. The Debtors have

been informed that the attorneys of Simpson Thacher who will appear before this Court shall

seek to be or have been admitted before this court pro hac vice.

       4.      The Debtors have selected Simpson Thacher as its counsel because of the firm’s

experience and knowledge regarding the Debtors’ financial affairs and business reorganizations

under chapter 11 of the Bankruptcy Code. For nearly a year, Simpson Thacher has represented

the Debtors in regard to their debt agreements. Also, for the last several weeks, Simpson

Thacher has been working closely with the Debtors to prepare the filing of these chapter 11

cases. As a result, Simpson Thacher has become familiar with the Debtors’ business, financial

affairs and capital structure, as well as many of the potential legal issues that may arise in the

context of these proceedings. Accordingly, the Debtors believe that Simpson Thacher is well

qualified to represent them in these chapter 11 cases in an efficient and timely manner.

                                SERVICES TO BE PROVIDED

       5.      Subject to the allocation of assignments among the Debtors’ professionals, as

described herein, the Debtors seek the authority to employ and retain Simpson Thacher to render

the following legal services:

               (a)     advise the Debtors with respect to their rights, powers and duties as
                       debtors and debtors in possession; and in the areas of corporate finance,
                       M&A, employee benefits, tax and commercial litigation;

               (b)     take any necessary action on behalf of the Debtors to negotiate, prepare,
                       and obtain approval of a chapter 11 plan and all documents related thereto;
                       and;


                                                 3
               (c)      prepare on behalf of the Debtors all necessary motions, applications,
                        answers, orders, reports and papers in connection with the administration
                        of the Debtors’ estates;

               (d)      attend meetings and negotiate with representatives of the Debtors’
                        creditors and other parties in interest; and

               (e)      perform all other necessary legal services in connection with these cases.

       6.      The Debtors will be seeking to retain (a) Drinker Biddle & Reath LLP 3 as co-

counsel in these cases; (b) Lazard Middle Market LLC4 as financial advisor; (c) AlixPartners,

LLP5 as restructuring advisor; and (d) Kurtzman Carson Consultants LLC6 as claims agent.

Each of these firms work under the direction of the Debtors’ management. The Debtors are

committed to minimizing any duplication of services. To that end, Simpson Thacher is prepared

to work closely with each professional to ensure that there is no duplication of effort or cost.

                               PROFESSIONAL COMPENSATION

       7.      Simpson Thacher intends to apply for allowance of compensation for professional

services rendered on an hourly basis and reimbursement of expenses incurred in connection with

these chapter 11 cases, subject to the Court’s approval and in compliance with applicable

provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, guidelines

established by the Office of the United States Trustee for the District of Delaware (the “U.S.


3
       See Debtors’ Application Pursuant to 11 U.S.C. § 327(a) and Fed. R. Bankr. P. 2014(a) for Order
       Authorizing Employment and Retention of Drinker Biddle & Reath LLP as Co-Counsel to Debtors and
       Debtors-in-Possession.
4
       See Debtors’ Application for an Order (I) Authorizing the Retention and Employment of Lazard Middle
       Market LLC as Investment Banker and Financial Advisor to the Debtors Pursuant to Sections 327(a) and
       328(a) of the Bankruptcy Code Nunc Pro Tunc to the Petition Date, and (II) Waiving Certain Reporting
       Requirements Pursuant to Delaware Local Rule 2016-2(g).
5
       See Debtors’ Application for an Order (A) Authorizing the Retention and Employment of AlixPartners,
       LLP as Restructuring and Financial Advisor to the Debtors Pursuant to Sections 327(a), 328(a) and 330 of
       the Bankruptcy Code, Nunc Pro Tunc to the Petition Date, and (B) Waiving Certain Reporting
       Requirements Pursuant to Delaware Local Rule 2016-2(g).
6
       See Debtors’ Application for Entry of Order Authorizing the Employment and Retention of Kurtzman
       Carson Consultants LLC as Notice, Claims and Solicitation Agent Nunc Pro Tunc to the Petition Date,
       Pursuant to Section 156(c) of the Judicial Code and Rule 2002-1(f) of the Local Bankruptcy Rules.



                                                      4
Trustee”), and any other applicable procedures and orders of the Court. Simpson Thacher’s

hourly rates and corresponding rate structure for these chapter 11 cases are the same as Simpson

Thacher charges generally for restructuring, workout, bankruptcy, insolvency, and comparable

matters, as well as similar complex corporate, M&A, securities, and litigation matters whether in

court or otherwise, regardless of whether a fee application is required. These rates and the rate

structure reflect that such restructuring involve complexity, high stakes, and severe time

pressures.

       8.      Simpson Thacher’s hourly rates are set at a level designed to fairly compensate

Simpson Thacher for the work of its professionals. Hourly rates vary with the experience and

seniority of the individuals assigned. Simpson Thacher’s current hourly rates, effective as of

April 1, 2010, for the attorneys and paraprofessionals that are expected to be providing services

to the Debtors, range as follows:

                       Billing Category                     Range

                Partners                                           $915-$980
                Senior Counsel                                          $795
                Counsel                                                 $775
                Associates                                         $410-$730
                Paraprofessionals                                  $180-$280

These rates, as set forth more fully in the Thompson Declaration, are reasonable.

       9.      The following partners and counsel are presently expected to have primary

responsibility for providing services to the Debtors: Mark Thompson, Linda Martin, Andrew

Smith, Brian Steinhardt and Morris J. Massel.       Their current billing rates are set forth in

paragraph 11 of the Thompson Declaration. In addition, from time to time, other Simpson

Thacher professionals and paraprofessionals will provide required services to the Debtors.




                                                5
       10.      Prior to the Petition Date, Simpson Thacher had received $2,150,000.00 in

retainers from the Debtors in advance of performing services. The retainers were earned upon

receipt. In the 90 days prior to commencement of these chapter 11 cases, Simpson Thacher

invoiced the Debtors for services and expenses and received approximately $2,040,411.24 as

compensation for professional services and for reimbursement of expenses in connection with

preparation of these chapter 11 cases. As of the Petition Date, the Debtors do not owe Simpson

Thacher any amounts for legal services rendered before the Petition Date.               A balance of

$109,589.12 remains on the retainers. The Debtors propose that the retainer monies paid to

Simpson Thacher and not expended for prepetition services and disbursements be treated as an

evergreen retainer to be held by Simpson Thacher as security throughout these bankruptcy cases

until Simpson Thacher’s fees and expenses are awarded by final order and payable to Simpson

Thacher.

                                        BASIS FOR RELIEF

       11.      The Debtors submit that the retention of Simpson Thacher is appropriate under

sections 327(a) and 328(a) of the Bankruptcy Code. Section 327(a) of the Bankruptcy Code

empowers a debtor, with the Court’s approval, to employ attorneys “that do not hold or represent

an interest adverse to the estate, and that are disinterested persons. . . .” 11 U.S.C. § 327(a).

Section 101(14) of the Bankruptcy Code defines “disinterested person” as a person that:

             a) is not a creditor, an equity security holder, or an insider;

             b) is not and was not, within 2 years before the date of the filing of the petition, a
                director, officer, or employee of the debtor; and

             c) does not have an interest materially adverse to the interest of the estate or of any
                class of creditors or equity security holders, by reason of any direct or indirect
                relationship to, connection with, or interest in, the debtor, or for any other reason.




                                                   6
       12.     To the best of the Debtors’ knowledge and except as otherwise set forth herein

and in the Thompson Declaration, Simpson Thacher: (a) does not have any connection with the

Debtors or their affiliates, their creditors, the U.S. Trustee, or any person employed in the office

of the U.S. Trustee, or any other party in interest, or their respective attorneys and accountants,

(b) is a “disinterested person,” as that term is defined in section 101(14) of the Bankruptcy Code,

and (c) does not hold or represent any interest adverse to the Debtors’ estates.

       13.     An invoice from December 2009 is outstanding in an amount equal to $42,348.39;

however, Simpson Thacher hereby waives its prepetition claim arising therefrom. Therefore, as

of the Petition Date, the Debtors do not owe Simpson Thacher any amounts for legal services

rendered before the Petition Date and Simpson Thacher is “disinterested” within the meaning of

section 101(14) of the Bankruptcy Code.

       14.     Simpson Thacher will periodically review its files during the pendency of these

chapter 11 cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If

any new relevant facts or relationships are discovered or arise, Simpson Thacher will use

reasonable efforts to identify such further developments and will file promptly a supplemental

declaration, as required by Bankruptcy Rule 2014(a).

       15.     Subject to this Court’s approval and in accordance with sections 330 and 331 of

the Bankruptcy Code, the applicable Bankruptcy Rules, the Local Rules, and other procedures

that may be fixed by the Court, the Debtors request that Simpson Thacher be compensated on an

hourly basis and that Simpson Thacher receive reimbursement of actual and necessary expenses

incurred in connection with its representation of the Debtors in these cases.

       16.     An evergreen retainer is appropriate here. First, evergreen retainer agreements

reflect normal business terms in the marketplace. See In re Insilco Techs., Inc., 291 B.R. 628,




                                                 7
634 (Bankr. D. Del. 2003) (“it is not disputed that the taking of evergreen retainers is a practice

now common in the marketplace…[and] the practice in this district has been engaged in since at

least the early 1990s”). Second, Simpson Thacher and the Debtors are sophisticated business

entities that have negotiated the retainer at arm’s length. Approval of the proposed evergreen

retainer is thus warranted under the standards articulated in Insilco.

                                           PROCEDURE

         17.   No prior request for the relief requested herein has been made to this or any other

Court.

         18.   No trustee, examiner or creditors’ committee has been appointed in these cases.

The Debtors have provided notice of this Application by facsimile or email to: (a) the Office of

the United States Trustee for the District of Delaware; (b) the Debtors’ 30 largest unsecured

creditors on a consolidated basis, as identified in their chapter 11 petitions; (c) counsel to the

administrative agent under the first lien senior secured credit facility; (d) counsel to the

administrative agent under the second lien senior secured credit facility; (e) counsel to the

lenders under the mezzanine credit facility; (f) the Debtors’ cash management banks; and (g) all

parties entitled to receive notice in these chapter 11 cases pursuant to Bankruptcy Rule 2002.

The Debtors respectfully submit that no further notice of this Application is required.




                                                  8
                                        CONCLUSION

               WHEREFORE, the Debtors respectfully request the entry of an order,

substantially in the form annexed hereto as Exhibit B, (a) authorizing the retention and

employment of Simpson Thacher; and (b) granting such other and further relief the Court deems

just and proper.


Dated: July 28, 2010
Wilmington, Delaware
                          AMERICAN SAFETY RAZOR COMPANY, LLC
                          AMERICAN SAFETY RAZOR CORPORATION
                          ASR HOLDINGS, INC.
                          BLADE ACQUISITION COMPANY
                          INDUSTRIAS MANUFACTURERAS ASR DE PUERTO RICO, INC.
                          MEGAS BEAUTY CARE, INC.
                          MEGAS DE PUERTO RICO, INC.
                          PERSONNA INTERNATIONAL DE PUERTO RICO, INC.
                          RSA HOLDINGS CORP. OF DELAWARE
                          RSA SOAP COMPANY, INC.
                          VALLEY PARK REALTY, INC.



                                     /s/ J. Andrew Bolt

                           Name: J. Andrew Bolt
                           Title: Executive Vice President and Chief Financial
                                  Officer of American Safety Razor Company, LLC
                                  and Blade Acquisition Company, and Vice
                                  President and Authorized Officer of the other Debtors
 EXHIBIT A
Thompson Declaration
                         IN THE UNITED STATES BANKRUPTCY COURT
                                 FOR THE DISTRICT OF DELAWARE
--------------------------------------------------------x
                                                         )
In re                                                    )
                                                         ) Chapter 11
AMERICAN SAFETY                                          )
RAZOR COMPANY, LLC, et al.,1                             ) Case No. 10-12351 (MFW)
                                                         )
                                          Debtors.       ) Joint Administration Pending
                                                         )
-------------------------------------------------------x


                            DECLARATION OF MARK THOMPSON


STATE OF NEW YORK                         )
                                          ) ss:
COUNTY OF NEW YORK                        )

        MARK THOMPSON, being duly sworn, states the following under penalty of perjury:

        1.      I am a partner in the law firm of Simpson Thacher & Bartlett LLP (“Simpson

Thacher”), with an office at 425 Lexington Avenue, New York, New York 10017. I am a

member in good standing of the Bar of the State of New York and I am admitted to practice

before the Supreme Court of New York, the United States District Court for the Southern District

of New York, and the United States Court of Appeals for the First, Second, Third, Fifth and

Sixth Circuits. In addition, there are no disciplinary proceedings pending against me.


1
        The Debtors in these chapter 11 cases, along with the last four (4) digits of each Debtor’s federal tax
        identification number, are: American Safety Razor Company, LLC (0207), American Safety Razor
        Corporation (5475), ASR Holdings, Inc. (6509), Blade Acquisition Company (2053), Industrias
        Manufactureras ASR de Puerto Rico, Inc. (4894), Megas Beauty Care, Inc. (0321), Megas de Puerto Rico,
        Inc. (3065), Personna International de Puerto Rico, Inc. (0814), RSA Holdings Corp. of Delaware (3029),
        RSA Soap Company, Inc. (7635), and Valley Park Realty, Inc. (3691). The following entities are non-
        debtor foreign affiliates of the Debtors: American Safety Razor Australia Pty Limited; American Safety
        Razor do Brasil Ltda.; American Safety Razor of Canada Limited; ASR Exportacao, Importacao, Comercio
        e Industria de Produtos de Barbear Ltda; Personna International CZ s.r.o.; Personna International de
        Mexico, S.A. de C.V.; Personna International Israel Ltd.; Personna International Limited; Personna
        International UK Limited; Personna International UK Ltd; and Wolco Holland BV. The corporate address
        of American Safety Razor Company, LLC is 240 Cedar Knolls Road, Cedar Knolls, NJ 07927.
       2.      I submit this declaration (the “Thompson Declaration”) in support of the

application (the “Application”) of the above-captioned debtors and debtors in possession (the

“Debtors”) for entry of an order, pursuant to sections 327(a), 328(a) and 330 of title 11 of the

United States Code (the “Bankruptcy Code”), Rules 2014(a) and 2016 of the Federal Rules of

Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules 2014-1 and 2016 of the Local

Bankruptcy Rules for the United States Bankruptcy Court for the District of Delaware (the

“Local Rules”), authorizing the Debtors to employ and retain Simpson Thacher as attorneys to

the Debtors in connection with their chapter 11 cases. Except as otherwise noted, I have

personal knowledge of the matters set forth herein.

       3.      To the extent that any information disclosed herein requires amendment or

modification upon Simpson Thacher’s receipt of additional information or as additional creditor

information becomes available, a supplemental declaration will be submitted to the Court.

                               Simpson Thacher Qualifications

       4.      The Debtors have selected Simpson Thacher as its counsel because of the firm’s

experience and knowledge regarding the Debtors’ financial affairs and business reorganizations

under chapter 11 of the Bankruptcy Code. Simpson Thacher has represented the Debtors in their

recent financing activities. Also, for the last several weeks, Simpson Thacher has been working

closely with the Debtors to prepare the filing of these chapter 11 cases. As a result, Simpson

Thacher has become familiar with the Debtors’ business, financial affairs and capital structure,

as well as many of the potential legal issues that may arise in the context of these proceedings.

Accordingly, the Debtors believe that Simpson Thacher is well qualified to represent them in

these chapter 11 cases in an efficient and timely manner.




                                                2
                                   Services To Be Provided

       5.      Subject to the allocation of assignments among the Debtors’ professionals, as

described herein, Simpson Thacher would render the following legal services:

               (a)    advise the Debtors with respect to their rights, powers and duties as advise
                      the Debtors with respect to their rights, powers and duties as debtors and
                      debtors in possession; and in the areas of corporate finance, M&A,
                      employee benefits, tax and commercial litigation;

               (b)    take any necessary action on behalf of the Debtors to negotiate, prepare,
                      and obtain approval of a chapter 11 plan and all documents related thereto;

               (c)    prepare on behalf of the Debtors all necessary motions, applications,
                      answers, orders, reports and papers in connection with the administration
                      of the Debtors’ estates;

               (d)    attend meetings and negotiate with representatives of the Debtors’
                      creditors and other parties in interest; and

               (e)    perform all other necessary legal services in connection with these cases.

               Compensation Received by Simpson Thacher from the Debtors

       6.      Prior to the date of the filing of the Debtors’ chapter 11 petition (the “Petition

Date”), Simpson Thacher had received, from time to time, payments and retainers in connection

with the legal services it has provided, or would provide, to the Debtors. In May 2010, when a

chapter 11 filing first became a significant possibility, the Debtors provided Simpson Thacher

with retainers in advance of performing services. The retainers were earned upon receipt. Since

May 2010, Simpson Thacher periodically invoiced the Debtors for services and expenses and

credited the invoices against the amount of the retainers. Prior to the Petition Date, the amounts

received and invoiced as compensation for professional services and reimbursement of expenses

were as follows:




                                                3
         Invoice       Date Paid              Amount of        Retainer      Retainer
          Date                                Payment2         Applied       Balance
            10/15/09     11/25/09              $242,850.70         n/a           n/a
            12/03/09     12/22/09               $55,918.53         n/a           n/a
            1/22/10      2/24/10                $80,300.00         n/a           n/a
            3/12/10       4/9/10               $148,191.81         n/a           n/a
            4/27/10      5/24/10               $252,427.65         n/a           n/a
            5/19/10      5/24/10             $500,000.00 [R]        --       $500,000.00
               --           --                      --         $442,908.80    $57,091.20
            6/14/10      6/18/10             $400,000.00 [R]        --       $457,091.20
               --           --                      --         $346,687.78   $110,403.78
            6/25/10      6/28/10             $250,000.00 [R]        --       $360,403.78
               --           --                      --         $358,377.59    $2,026.19
            6/30/10      7/14/10             $500,000.00 [R]        --       $502,126.19
               --           --                      --         $446,553.46    $55,472.73
            7/16/10      7/21/10             $500,000.00 [R]        --       $555,472.73
               --           --                      --         $445,883.61   $109,589.12



       7.         An invoice from December 2009 is outstanding in an amount equal to $42,348.39;

however, Simpson Thacher hereby waives its prepetition claim arising therefrom. Therefore, as

of the Petition Date, the Debtors do not owe Simpson Thacher any amounts for legal services

rendered before the Petition Date and Simpson Thacher is “disinterested” within the meaning of

section 101(14) of the Bankruptcy Code.

       8.         No promises have been received by Simpson Thacher, or by any director or

associate thereof, as to compensation in connection with these bankruptcy cases other than in

accordance with the provisions of the Bankruptcy Code, the Bankruptcy Rules and the Local

Rules. Simpson Thacher has no agreement with any other entity to share with such entity any

compensation received by Simpson Thacher.

                                       Professional Compensation

       9.         Simpson Thacher intends to apply for allowance of compensation for professional

services rendered on an hourly basis and reimbursement of expenses incurred in connection with



2
       “[R]” signifies a retainer payment.



                                                         4
these chapter 11 cases, subject to the Court’s approval and in compliance with applicable

provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules,

guidelines established by the Office of the United States Trustee for the District of Delaware (the

“U.S. Trustee”), and any other applicable procedures or orders of the Court. Simpson Thacher’s

hourly rates and corresponding rate structure for these chapter 11 cases are the same as Simpson

Thacher charges generally for restructuring, workout, bankruptcy, insolvency, and comparable

matters, as well as similar complex corporate, securities, and litigation matters whether in court

or otherwise, regardless of whether a fee application is required. These rates and the rate

structure reflect that such restructuring and other complex matters are typically global in scope

and involve great complexity, high stakes, and severe time pressures.

       10.     Simpson Thacher’s hourly rates are set at a level designed to fairly compensate

Simpson Thacher for the work of its professionals. Hourly rates vary with the experience and

seniority of the individuals assigned. Simpson Thacher’s current hourly rates for the attorneys

and paraprofessionals that are expected to be providing services to the Debtors, range as follows:

                              Partner/Associate/Paralegals     Billing Rate

                          Alvin Brown                                   $1000
                          Mark Thompson                                  $980
                          Andrew Smith                                   $950
                          Linda Martin                                   $950
                          Brian Steinhardt                               $915
                          Michael Isby                                   $795
                          Morris Massel                                  $775
                          Jamin R. Koslowe                               $775
                          Susan Kaufman                                  $775
                          Noah Beck                                      $730
                          Helena Almeida                                 $730
                          Anne Knight                                    $655
                          Susannah Geltman                               $620
                          Amie Siebert                                   $565
                          Samantha Braunstein                            $480
                          Terry Sanders                                  $480
                          Andre Gray                                     $410
                          Gibbs Fryer                                    $410
                          Minta Nester                                   $410



                                                  5
                           Viktor Sapezhnikov                          $410
                           Laura Maio                                  $180



       11.     In addition, from time to time, other Simpson Thacher professionals and

paraprofessionals will provide required services to the Debtors.

       12.     It is Simpson Thacher’s policy to charge its clients in all areas of practice for

identifiable, non-overhead expenses incurred in connection with the client’s case that would not

have been incurred except for representation of that particular client.       It is also Simpson

Thacher’s policy to charge its clients only the amount actually incurred by Simpson Thacher in

connection with such items. Examples of such expenses include postage, overnight mail, courier

delivery, transportation, overtime expenses, computer-assisted legal research, photocopying,

outgoing facsimile transmissions, airfare, meals, and lodging.

       13.     Simpson Thacher has modified its expense reimbursement policies for this

engagement to ensure compliance with Local Rule 2016-2(e)(iii).               Outgoing facsimile

transmissions are charged at the lesser of (a) the actual cost of the applicable phone charges and

(b) $1.00 per page (with no charge for incoming facsimiles). Simpson Thacher has negotiated a

discounted rate for Westlaw and LexisNexis computer assisted legal research, which Simpson

Thacher provides to its clients at or below cost.

       14.     Simpson Thacher further states that pursuant to Bankruptcy Rule 2016(b) it has

not shared, nor agreed to share, (a) any compensation it has received or may receive with another

party or person, other than with the partners, senior counsel, counsel, associates, contract

attorneys and paraprofessionals associated with Simpson Thacher; or (b) any compensation

another person or party has received or may receive.




                                                    6
                                                Disinterestedness

          15.     Except as otherwise set forth herein, Simpson Thacher (a) does not have any

connection with the Debtors or their affiliates, their creditors, the U.S. Trustee, or any person

employed in the office of the U.S. Trustee, or any other party in interest, or its respective

attorneys and accountants, (b) is a “disinterested person,” as that term is defined in section

101(14) of the Bankruptcy Code, and (c) does not hold or represent any interest adverse to the

estate.

          16.     Simpson Thacher and certain of its partners, senior counsel, counsel and

associates may have in the past represented, may currently represent, and likely in the future will

represent parties in interest in these chapter 11 cases in connection with matters unrelated (except

as otherwise disclosed herein) to the Debtors and these chapter 11 cases. Simpson Thacher

commenced a search of its electronic database for its connections to the entities listed on Annex

1 annexed hereto.3          This list was provided by the Debtors.                The Debtors provided their

information in the format in which they maintain it, which format did not consistently disclose

the full correct legal name or other information needed for every name to be checked. All

statements made herein or in the annexes hereto concerning Simpson Thacher’s connections to

parties in interest are based upon (y) information from, and discussions I or other Simpson

Thacher personnel reporting to me have had with the attorney at Simpson Thacher responsible

for conflicts matters and (z) information generated by the Finance Department at Simpson

Thacher. The information listed on Annex 1 may have changed without Simpson Thacher’s

knowledge and may change during the pendency of these chapter 11 cases.                              Accordingly,

3
          Certain entities on the list are currently being reviewed. Simpson Thacher will file promptly supplemental
          disclosures as required.




                                                          7
Simpson Thacher will update this Declaration as necessary and when Simpson Thacher becomes

aware of material information.4

       17.       The following is a list of the categories that Simpson Thacher has searched:

                Debtors and Affiliates
                Directors, Officers, Managers
                Letter of Credit Issuers/Beneficiaries
                Secured Lenders
                Ordinary Course Professionals
                Leases and Executory Contracts (significant counterparties)
                Insurance Providers
                Significant Customers
                Significant Vendors
                Utilities
                Significant Litigation Parties
                Top 30 Unsecured Creditors (on a consolidated basis)
                Shareholders
                State or Government Agencies
                Restructuring Professionals
                U.S. Trustees for the District of Delaware
                Judges for the U.S. Bankruptcy Court for the District of Delaware

       18.       Based on the conflicts search conducted to date and described herein, to the best

of my knowledge, neither I, Simpson Thacher, has any connection with the Debtors, their

creditors, or any other parties in interest, their respective attorneys and accountants, the Judges

for the U.S. Bankruptcy Court for the District of Delaware, the U.S. Trustee, or any person




4
      Neither the term “connection” as used in Bankruptcy Rule 2014 nor the proper scope of a professional’s
      search for “connections” has been authoritatively defined, and I am therefore required to exercise some
      degree of professional judgment in preparing this declaration, as well as in defining the scope of how to
      search for relevant facts. Out of an abundance of caution, I may be disclosing items that are not, in my
      judgment, disqualifying or problematic under either the Bankruptcy Code or applicable standards of
      professional ethics or even relevant to the representation of the Debtors. One such judgment I employed is
      that, when our conflicts check clearly indicated that a name on the Conflicts Checklist had not been an active
      client within the past two years, I treated that as not a “connection” required to be disclosed at this time. A
      further judgment I employed is that where the conflicts check indicated that a party in interest is only an
      affiliate of a former client, I concluded that relationship was too attenuated to qualify as a connection
      required to be disclosed.



                                                         8
employed in the office of the U.S. Trustee, except as disclosed or otherwise described herein and

in Annex 2 annexed hereto.

       19.     From time to time, Simpson Thacher may refer, or may have referred work to,

other professionals to be retained in these chapter 11 cases. Likewise, certain such professionals

may refer or may have referred work to Simpson Thacher. In addition, we believe it likely that

many of the professionals who may appear in these cases may be trustees, witnesses, advisors or

counsel, as the case may be, in other transactions or cases in which Simpson Thacher also

represents a client. Simpson Thacher may retain various such professionals or affiliates thereof

to provide forensic, litigation support and financial advisory services to Simpson Thacher or

Simpson Thacher’s clients in a variety of past, present or future engagements.             Current

employees at Simpson Thacher may be former employees of, or related to employees of, one or

more of the other professionals in this case. In addition, attorneys at Simpson Thacher belong to

professional organizations to which other professionals who may appear in these cases may also

belong. Simpson Thacher does not maintain searchable records of any of these relationships, but

I do not personally know of any that exist.

                                       Specific Disclosures

       20.     Annex 2 to this Declaration (the “Conflicts Checklist”) lists the results of

Simpson Thacher’s conflicts searches of the entities listed on Annex 1. Also, Simpson Thacher

does not represent, and has not represented, within the time period covered by our conflicts

database, any other entity in any matter adverse and/or related to the Debtors or their estates.

Simpson Thacher is not disqualified from acting as the Debtors’ counsel merely because it

represents the Debtors’ creditors, equity security holders, or other parties in interest in matters

unrelated to these chapter 11 cases.




                                                9
       21.     Simpson Thacher is one of the largest law firms in the country and has a diverse

client base. No single client referenced on Annex 2 accounted for more than 1% of Simpson

Thacher’s total value of time billed on an annual basis for 2009, with the exception of Travelers

Companies Inc. and subsidiaries and affiliates of JP Morgan Chase, N.A.

       22.     Simpson Thacher advises clients in transactions and litigations, including

restructuring and bankruptcy matters, with third parties with which the Debtors also have a

relationship; for example, Simpson Thacher may represent certain creditors or directors of that

company, and the Debtors may have a separate relationship, such as a supplier or customer, with

that company. In certain circumstances, the interests of Simpson Thacher’s clients may be

adverse to those of the Debtors with respect to the third party. I do not know whether the

Conflicts Checklist or Simpson Thacher’s conflict checking system captures all connections of

this nature or whether such situations are properly considered “connections” within the meaning

of the Bankruptcy Rules, although, where the conflict check disclosed such instances, I have

included them on the attached Annex 2.

       23.     In addition, Simpson Thacher may have represented, may currently represent, or

may in the future represent, a borrower, issuer of securities, financial advisor, underwriter of

securities, lead bank or other client in financing transactions, merger and acquisition

transactions, litigation or arbitration matters, bankruptcy matters or other matters unrelated to

these cases in which one or more parties in interest (or an affiliate) or a professional involved in

these cases, including, but not limited to those listed on the Conflicts Checklist, happens to be

involved, although not as Simpson Thacher’s client.

       24.     Simpson Thacher may also represent, in matters unrelated to the Debtors,

companies that may be considered competitors of the Debtors.




                                                10
        25.     I do not understand Bankruptcy Rule 2014(a) or other applicable law to require

disclosure of each present or future engagement Simpson Thacher receives from a party in

interest as long as it is unrelated to these cases. Simpson Thacher intends to accept engagements

from other parties in interest (whether existing or new clients) that are unrelated to the Debtors.

However, in no event will Simpson Thacher represent any party in these chapter 11 cases or

otherwise with respect to the Debtors or their estates.

        26.     From time to time, some of the members of the Firm invest in limited liability

vehicles (“STB Investment Funds”) that in turn are passive minority investors in certain private

equity funds and other asset management vehicles managed by clients of Simpson Thacher

(“Client Funds”). When one of the Client Funds makes an investment, it calls on its limited

partners, including the relevant STB Investment Fund, to fund their pro rata share of the

investment. The STB Investment Fund, upon receiving a capital call, may meet the call from

funds on hand but eventually obtains the funds to meet the call from its individual members, pro

rata to their initial commitment.

        27.     The STB Investment Funds have investments in the parties in interest listed on

Exhibit 3. In all such instances, the STB Investment Funds hold less than 1% in value of the

Client Funds and thus of the outstanding securities of such party in interest.

        28.     Many of the parties in interest in these cases are companies with publicly traded

securities.   Simpson Thacher personnel may own debt or equity securities issued by such

companies. It is impractical to determine the extent of such holdings for all publicly traded

parties in interest and given the size of the Debtors’ estates relative to the market capitalization

of the average publicly traded party in interest, I do not believe there is any risk of anyone’s

professional judgment being affected by such holdings.




                                                 11
       29.     Attorneys at or employees of Simpson Thacher may receive services from parties

in interest or professionals involved in these cases. Attorneys at or other employees at Simpson

Thacher or their spouses or relatives may have beneficial ownership of securities issued by, or

banking, insurance, brokerage or money management relationships with, other parties in interest.

Attorneys at Simpson Thacher may have relatives or spouses who are members of professional

firms involved in these cases or employed by parties in interest.        We have conducted no

investigation of our colleagues’ banking, insurance, brokerage or investment activities or familial

connections in preparing this Declaration.




                                                12
                                          ANNEX 1

       The following lists contain the names of reviewed entities, as described more fully in the
Thompson Declaration. Where the names of the entities reviewed are incomplete or ambiguous,
the scope of the search was intentionally broad and inclusive, and Simpson Thacher reviewed
each entity in its records, as more fully described in the Thompson Declaration, matching the
incomplete or ambiguous name.

Debtors and Affiliates

 American Safety Razor Australia Pty
 American Safety Razor Company, LLC
 American Safety Razor Corporation
 American Safety Razor do Brasil Ltda.
 American Safety Razor of Canada Limited
 ASR Exportacao, Importacao, Comercio e Industria de Produtos de Barbear
 Ltda
 ASR Holdings Inc.
 Blade Acquisition Company
 Industrias Manufacture-ras ASR de Puerto Rico, Inc.
 Megas Beauty Care, Inc.
 Megas de Puerto Rico, Inc.
 Personna International CZ s.r.o.
 Personna International de Mexico, S.A. de C.V.
 Personna International de Puerto Rico, Inc.
 Personna International Israel Ltd.
 Personna International Limited
 Personna International UK Limited
 Personna International UK Ltd
 RSA Holdings Corp. of Delaware
 RSA Soap Company, Inc.
 Valley Park Realty, Inc
 Wolco Holland BV

Directors, Officers, Managers

Abacus Trust & Banking Services, Inc.
Charles L. Heckel
Donald G. Beaver
Gary S. Wade
Gregory F. McCool
J. Andrew Bolt
Jeffrey F. Corbitt
Marcelo DiFrancesco Monteiro
Mario E. Soussou
Paul Gale
Rui Gustavo Dzialoschinsky
Sam Hacohen
Simon Ordever
Virendra S. Singhvi

Letter of Credit Issuers/Beneficiaries

Citigroup Global Markets, Inc.
Collectron International Management, Inc.
Morgan Stanley Smith Barney
State Water Control Board of the Commonwealth of Virginia
Travellers Casualty and Surety Company of America
UBS AG Stamford Branch
Wachovia Bank, National Association

Secured Lenders

40/86
Aladdin (and certain affiliated funds)
AMMC II LIMITED (and certain affiliated funds)
American Money
Angelo Gordon
Apollo Investment Corporation
Babson
Black Diamond (and certain affiliated funds)
Blackrock (and certain affiliated funds)
Blackstone (and certain affiliated funds)
Boston Mgmt and Research
Cahill Gordon & Reindel LLP
Callidus (and certain affiliated funds)
CapitalSource
Centaurus Loan Trust
Centerbridge
Cerberus (and certain affiliated funds)
Clydesdale (and certain affiliated funds)
Confluent 3 LTC
Continental Casualty Company
Denali
Driehaus
Eaton Creek CLO Ltd.
Eaton Vance (and certain affiliated funds)
Emporia (and certain affiliated funds)
Farallon (and certain affiliated funds)
General Electric
General Electric Capital Corporation
Global Leveraged Capital Mgmt
Grayson & Co.
Harch CLO II Limited
Hegemony
Invesco
KKR
Inwood Park CDO Ltd.
Loews
Magnetite V CLO, Limited
Master Senior Floating Rate LLC
MC Credit Products DIP SMA, LP
Missouri State Employee’s Ret. Sys. (MOSER-BL)
Mjx
Monarch Master Funding Ltd. (and certain affiliated funds)
Morgan Stanley (and certain affiliated funds)
MSIM Peconic Bay
Navigator CDO 2006, LTD
NCRAM Loan Trust (and certain affiliated funds)
Neuberger Berman
Nomura (and certain affiliated funds)
Noonday Offshore Inc.
Perry Capital
Qualcomm Global Trading, Inc.
Quantum Partners Ltd.
Rabobank
Restoration Holdings, Ltd.
Soros
Stone Tower
Talamod
Telos CLO 2006-1, Ltd. (and certain affiliated funds)
Tribeca Park CLO Ltd.
Tricadia
UBS Securties
UBS AG, Stamford Branch as Administrative Agent
UBS Loan Finance LLC
UBS-Par Loan Trading
Van Kampen (and certain affiliated funds)
Venture IV CDO Limited (and certain affiliated funds)
Whitehorse (and certain affiliated funds)

Ordinary Course Professionals

Baker & Mckenzie
Barry e Deutsch
Bird & Bird LLP
Cahill Gordon & Reindel LLP
Ernst & Young LLP
Heritier & Halimi
Keller and Heckman LLP
Mcdermott, Will & Emery
Mcguire Woods, LLP
Rich and Henderson, p.c.
Sonnenschein Nath & Rosenthal
Tax & Accounting- R & G
Thomson Tax & Accounting
Weil, Gotshal & Manges
Windels Marx Lane
De Angel & Compañía
John L Matherly C.P.A.
Murray, Devine & Company, Inc.
Valuation Research Corporation
William M. Mercer Inc.

Leases and Executory Contracts (significant counterparties)

Acura Financial Services
American Express- P Cards
Appalachia Business
Audi Financial Services
Ayezan E-gistics, LLC
BMW Financial Services
BMW of Charlottesville
CDW Direct LLC
Charlton Development
Collectron Int'l Management
Collectron Int'l Mgmt., Inc.
Crown Credit Company
CSI Leasing Inc.
CT Logistics
Dell Marketing L.P.
Delta Mechanical System Inc.
Enterprise Fleet Management
Gmac
Houff Transfer Incorporated
Ikon Financial Services
Ikon Office Solutions, Inc.
Iss Tmc Services, Inc.
Lasalle Bank
Lexus financial Services
Mercedes-Benz financial
Naumann Hobbs Mat Handling
Network Liquidators
Protective Measures Security
Realty Associates Fund VI LP
Staunton Mini Storage
Staunton Telcom Services Inc.
Stoner Enterprises, Inc.
Strategic Products and Services
The Bailey Company
Toshiba America Business Sol
Toyota Financial Services
Toyota Financial Services
Warnock Lexus
Xerox corporation

Insurance Providers

Chartis
Farmington Casualty Company
FM Global
Hartford Fire Insurance Company
Insurance Company of the State of Pennsylvania
Lockton Companies
St. Paul Fire and Marine Insurance Company
The Frank Gates Service Company
The Hartford
Travelers Property Casualty Company of America
Twin City Fire Insurance Co.

Significant Customers

Aafes / Nexcom Navy
Ahold Group
Aldi
Amway
Bargain Wholesale
Big Lots (consolidated)
BJ's Wholesale Club
Bunzl
Costco wholesale
CVS / Revco
Deca
Dollar General
Dollar Tree
Duane Reade
Elmer's Products
Family Dollar
Food Lion
Freds
Home Depot
Kroger
L Fishman
Loblaw brands
Lowe’s
Meijer
Publix
Rite Aid
Safeway
Sherwin-Williams
Shoppers Drug Mart
Spilo
Stanley Works
Target
Topco - Dist
VWR
Wakefern
Walgreen
Walmart
Walmart Canada
Western Family

Significant Vendors

220 Laboratories, Inc.
Adell Plastics Inc.
Air Products & Chemicals
Airgas Specialty Products
Allway Tools Inc.
Alpha Carb Enterprises
American Express Corp. Sers.
Arthur G. Russell
Berger LLC
Berndale International co.,
Carded Graphics LLC
Casestack, Inc.
Cauthorne Paper Company, Inc.
CDW Service Center D&B, Ltd.
CL& D Graphics
Cognex Corporation
Collectron Int'l Management
Collectron Int'l Management
Curry Sales, Inc.
Daymon Worldwide, Inc.
Elektrisola Inc.
Entec Polymers, LLC
Exxonmobil Oil Corporation
Fm Insurance Company Ltd.
GB Boucherie NV
Global Strategic Alliance
Global Strategic Alliance-HK
Haumiller Engineering Co.
Hitachi Metals America Ltd.
Horizon Die Company Inc.
Hugo Vogelsang Gmbh & Co. KG
Industrial Dist. Group
Inter Pack Industries, Inc.
Jacobson Warehouse Company
JL Clark Mfg. Co., Inc.
JR Cole Industries
Ken-Mac Metals, Inc.
Klann Inc.
Kpa/Witt Plastics Inc.
Krauss-Maffei Corp.
Lockton Companies
M.Holland Company
Marketing Information System
Mcmaster-Carr Supply Co.
Menasha Packaging Co.
Metropolitan Life Insurance
MGS Manufacturing Group
Midwest Color
Motion Industries
N.C. Tool Company, Inc.
NCH Marketing Services Inc.
Nissei America Inc.
Oberg Industries
Omni Plastics Inc.
Pacific Handy Cutter, Inc.
 Package Printing Inc.
 Penn Erie
 Polyone Corporation
 Polyone Corporation-gls t.e.
 Praxair Surface Technologies
 Precision Fabricators Inc.
 Qad, Inc.
 Qualiplast sa de cv
 Rea Magnet Wire Co., Inc.
 Sabic Innovative Plastics
 Sandvik Steel
 SDI Corp
 Seam Master Industries
 Sound Packaging, LLC
 Southern Graphic Systems
 States Logistics Services
 Test-Rite International
 The Carborundum Grinding
 Tinplate Purchasing Corp
 Tool All
 Total Petrochemicals, Inc.
 Transparent Container Co Inc.
 Uddeholm Steel Corp.
 United Parcel Service
 Victory Packaging
 Weal Chamption Ltd.
 Williams Supply Inc.

Utilities

 1sync, Inc.
 American Energy
 AT & T
 Augusta County SVC Authority
 Avaya Communication
 Columbia Gas of Virginia
 Envirocompliance Laboratory
 EServices Inc.
 Google Inc.
 JDA Software Inc.
 Knoxville Utilities Board
 Lab Safety Supply Inc.
 Lindsay Ecowater systems
MCI WorldCom corporation
Omega Communications, Inc.
Phonextra
Pine Environmental
Premiere Global Services
Qwest
Staunton Telcom Services Inc.
Strategic Products and Services
Tec Inc.
Verizon
Verizon Business
Verizon Communications
Verizon Conferencing - MCI
Verizon Online
Verizon Wireless
Virginia Electric & Power Company

Significant Litigation Parties

Vanguard Soap
Bank of America
Perfection Product Management, LLC
Allway Tool
Sao Paulo Treasury Department
Federal Revenue Department of Brazil

Top 30 Unsecured Creditors

J.P. Morgan Chase Bank, as Trustee
UBS AG, Stamford Branch, as Adminstrative Agent
Total Petrochemicals, Inc.
Polyone Corporation-GLS T.E.
Inter pack Industries, Inc.
M.Holland Company
Hitachi Metals America LTD
Transparent Container Co Inc.
Test-Rite International
Midwest Color
Menasha Packaging Co.
Qualiplast S.A. de CV
Hugo Vogelsang gmbh & Co. Kg
Sound Packaging, LLC
Horizon Die Company Inc.
Entec Polymers, LLC
Global Strategic Alliance-HK
Adell Plastics Inc.
Air Purification, Inc.
Williams Supply Inc.
Carded Graphics LLC
Anthem Blue Cross and Blue Shield
Resirene S.A. de C.V.
Penn Erie
Jacobson Warehouse Company
Cauthorne Paper Company, Inc.
Virginia Electric & Power Co.
Polyone Corporation
Ken-Mac Metals, Inc.
Klann Inc.

Shareholders

Andrew Davies
Blade Acquisition Company
Carol D. Cradick
Dean M. Atwood
Gary S. Wade
George Sewell
Gregory F. McCool
J. Andrew Bolt
Jeffrey F. Corbitt
Joseph G. Bugeja
Kermit E. Bantz
Lion Capital Fund 1
Lion Capital Fund 1A
Lion Capital Fund 1B
Lion Capital Fund 1C
Lion Capital Fund SBS
Lion Capital L.P.
Lion/ASR Equity Partners
Lion/Blade Luxembourg 2 S.A.R.L.
Lion/Blade Luxembourg S.A.R.L.
Marcelo Monteiro
Mario Soussou
Paul Gale
Rui Dzialoschinsky
Sam Hacohen
The Evan D. Metropoulos Irrevocable Trust
The J. Daren Metropoulos Irrevocable Trust
The Metropoulos Family Trust
Virendra S. Singhvi

State or Governmental Agencies

Arizona Dept of Revenue
Augusta County Treasurer
California Franchise Tax Board
City of Los Angeles
City of Seattle Revenue & Consumer Affairs
Commissioner of Taxation and Finance for the State of New Jersey
Commonwealth of massachusetts
Florida Department of Revenue
Indiana Dept of Revenue
Indiana Secretary of State
Internal Revenue Service
Knox County Trustee
Louisiana Dept of Revenue
Massachusetts Commonwealth
Missouri director of Revenue
New Jersey Business & Industry Association
New Jersey Corporation Tax
New Jersey Department of
New York Dept of State
New York State Corporation Tax
New York State Sales Tax
North Carolina Department of Revenue
NYS LLC/LLP fee
Ohio State Treasurer
Oregon Department of Revenue
PA Department of Revenue
Rural/Metro of Tennessee, L.P.
Secretary of State for the State of California
State Board of equalization for the State of California
State of Delaware
State of Michigan
Tennessee Dept of Revenue
Tennessee Secretary of State
Texas Comptroller of Public Accounts
The State of New Jersey
Treasurer of Virginia
United States Treasury
Virginia Dept of Taxation
Washington Department of Revenue
Restructuring Professionals

Alix Partners, LLP
Boston & Associates
Brown Rudnick Berlack
Cantor Fitzgerald Securities
Duff & Phelps, LLC
Houlihan Lokey Howard
Lazard Middle Market LLC
Paul, Hastings, Janofsky & Walker LLP
Simpson Thacher & Bartlett LLP
UBS Securities LLC
Kurtzman Carson Consultants, LLC

Unions

IUE Industrial Division of the CWA, AFL-CIO Local 82173

Pension & Benefits

JP Morgan Chase, N.A.
Alliance Capital Management LP
Alliance Bernstein LP
Pension Benefit and Guarantee Corporation

U.S. Trustees for the District of Delaware

Roberta A. DeAngelis
William K. Harrington
David Buchbinder
Mark Kenney
Jane Leamy
Joseph McMahon
Richard Schepacarter
David Klauder
Thomas Patrick Tinker

Judges for US Bankruptcy Court for the District of Delaware

Kevin J. Carey
Kevin Gross
Brendan L. Shannon
Christopher S. Sontchi
Peter J. Walsh
Mary F. Walrath
                                                                ANNEX 2

                  This Annex contains the names of parties on the Conflicts Checklist which our conflict checking personnel advise me

are current or former clients; affiliates of current clients; or persons with whom Simpson Thacher has some relationship involving the

provision of legal services (such as a committee of independent directors of the entity or being designated by that entity to represent

parties underwriting or providing financing for the entity) to a third-party where its fees may be borne in whole or part by such party

in interest.

       NAME OF PARTY IN INTEREST        CLIENT       AFFILIATE OF      FORMER        STB REPRESENTS OR HAS     PART OF A GROUP STB
                                                       CLIENT           CLIENT         REPRESENTED THIRD        REPRESENTS OR HAS
                                                                                     PARTY WITH RESPECT TO      REPRESENTED (E.G.,
                                                                                          THIS ENTITY          BUYING CONSORTIUM,
                                                                                                               BANK GROUP, TRADE
                                                                                                                  ASSOCIATION)
      Alix Partners, LLP                   X              X

      AllianceBernstein                    X              X

      American Express                                                    X                    X

      Angelo Gordon                        X                                                   X

      Anthem Blue Cross and Blue                                                               X
      Shield
      Apollo Investment Corporation                                                            X                        X


      Avaya Communication                                                                      X

      Bank of America                      X              X

      Blackrock                            X              X
     NAME OF PARTY IN INTEREST              CLIENT          AFFILIATE OF    FORMER   STB REPRESENTS OR HAS   PART OF A GROUP STB
                                                               CLIENT       CLIENT     REPRESENTED THIRD      REPRESENTS OR HAS
                                                                                     PARTY WITH RESPECT TO    REPRESENTED (E.G.,
                                                                                          THIS ENTITY        BUYING CONSORTIUM,
                                                                                                             BANK GROUP, TRADE
                                                                                                                ASSOCIATION)
    Blackstone/GSO                             X

    CDW Service Center D&B, Ltd.                                                              X

    Cerberus                                                      X

    Chartis                                    X

    Citigroup Global Markets, Inc.             X                  X

    Clydesdale                                                    X

    Continental Casualty Company               X

    CVS/Revco                                                                                 X

    Debtors and affiliates thereof                                X

    Dell Marketing L.P.                                                                                              X

    Dollar General                             X                  X

    Dryden                                                        X

    Eaton Vance                                                                               X

    Farallon Capital Management                                   X1




1
      Engagement letter expressly limits representation to the affiliate.
 NAME OF PARTY IN INTEREST       CLIENT   AFFILIATE OF   FORMER   STB REPRESENTS OR HAS   PART OF A GROUP STB
                                            CLIENT       CLIENT     REPRESENTED THIRD      REPRESENTS OR HAS
                                                                  PARTY WITH RESPECT TO    REPRESENTED (E.G.,
                                                                       THIS ENTITY        BUYING CONSORTIUM,
                                                                                          BANK GROUP, TRADE
                                                                                             ASSOCIATION)
General Electric                   X

GMAC                                                                       X

Google, Inc.                                               X

Hitachi Metals America Ltd.                    X                                                  X

Ikon Financial Services                        X

Ikon Office Solutions, Inc.                    X                           X

Insurance Company of the State                 X
of Pennsylvania

Internal Revenue Service                       X

Invesco                                                                    X

Inwood Park CDO Ltd.                                                       X

KKR                                X           X

JP Morgan Chase, N.A.              X

Keller & Heckman LLP                                                                              X

LaSalle Bank                                   X           X

Lazard Middle Market LLC                       X
     NAME OF PARTY IN INTEREST              CLIENT          AFFILIATE OF    FORMER   STB REPRESENTS OR HAS   PART OF A GROUP STB
                                                               CLIENT       CLIENT     REPRESENTED THIRD      REPRESENTS OR HAS
                                                                                     PARTY WITH RESPECT TO    REPRESENTED (E.G.,
                                                                                          THIS ENTITY        BUYING CONSORTIUM,
                                                                                                             BANK GROUP, TRADE
                                                                                                                ASSOCIATION)
    Lion Capital L.P. and certain              X                  X
    funds thereof

    Loews Corporation                                             X                           X

    Magnetite V CLO, Limited                                      X

    Master Senior Floating Rate                                   X
    LLC

    McDermott, Will & Emery                                                                                          X

    MCI Worldcom Corporation                                      X

    Mercedes-Benz Financial                                                                   X

    MJX Asset Management LLC                                                  X

    Morgan Stanley                             X                  X                           X

    Morgan Stanley Smith Barney                                                               X

    Navigator CDO 2006, Ltd.                                      X

    Neuberger Berman                           X

    Nomura                                     X                  X

    Noonday Offshore Inc.                                         X2


2
      Engagement letter expressly limits representation to the affiliate.
 NAME OF PARTY IN INTEREST      CLIENT   AFFILIATE OF   FORMER   STB REPRESENTS OR HAS   PART OF A GROUP STB
                                           CLIENT       CLIENT     REPRESENTED THIRD      REPRESENTS OR HAS
                                                                 PARTY WITH RESPECT TO    REPRESENTED (E.G.,
                                                                      THIS ENTITY        BUYING CONSORTIUM,
                                                                                         BANK GROUP, TRADE
                                                                                            ASSOCIATION)
Paul, Hastings, Janofksy &                                                                       X
Walker LLP

Perry Capital                     X

Praxair Surface Technologies                                              X

Prudential                                    X

Rabobank                                                  X

Rite Aid                                                                  X

Soros                                         X

St. Paul Fire and Marine          X           X
Company

State of New Jersey               X

Target Corporation                                                        X

Toshiba America Business                      X
Solutions

Travelers Casualty and Surety     X           X
Company of America

Tribeca Park CLO Ltd.                         X

UBS                               X
 NAME OF PARTY IN INTEREST   CLIENT   AFFILIATE OF   FORMER   STB REPRESENTS OR HAS   PART OF A GROUP STB
                                        CLIENT       CLIENT     REPRESENTED THIRD      REPRESENTS OR HAS
                                                              PARTY WITH RESPECT TO    REPRESENTED (E.G.,
                                                                   THIS ENTITY        BUYING CONSORTIUM,
                                                                                      BANK GROUP, TRADE
                                                                                         ASSOCIATION)
United States Treasury         X

Van Kampen                                             X

Venture                                                                X

Verizon                        X           X

Wachovia Bank National         X           X
Association

Walmart                                                                X

Weil Gotshal & Manges                                  X

Xerox Corporation              X
                                                 ANNEX 3

     PARTIES IN INTEREST IN WHICH AN STB INVESTMENT FUND MAY HAVE
                         AN INDIRECT INVESTMENT1


CapitalSource, Inc.
Shoppers Drug Mart
Safeway Inc.
Duff & Phelps, LLC




1
      All such investments are less than 1% of the issue.
EXHIBIT B
Proposed Order
                         IN THE UNITED STATES BANKRUPTCY COURT
                                 FOR THE DISTRICT OF DELAWARE
-------------------------------------------------------x
                                                         )
In re                                                    ) Chapter 11
                                                         )
AMERICAN SAFETY                                          ) Case No. 10-12351 (MFW)
RAZOR COMPANY, LLC, et al.,1                             )
                                                         ) Joint Administration Pending
                                          Debtors.       )
                                                         ) Re Docket No. ___
-----------------------------------------------------x


           ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT
         OF SIMPSON THACHER & BARTLETT LLP AS COUNSEL TO THE
         DEBTORS PURSUANT TO SECTIONS 327(a), 328(a) AND 330 OF THE
          BANKRUPTCY CODE NUNC PRO TUNC TO THE PETITION DATE

        Upon the Debtors’ Application for Entry of an Order Authorizing the Retention and

Employment of Simpson Thacher & Bartlett LLP as Counsel to the Debtors Pursuant to Sections

327(a), 328(a) and 330 of the Bankruptcy Code Nunc Pro Tunc to the Petition Date (the

“Application”); and the Court having reviewed the Application; the Court finding that (a) the

Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; (b) this is a core

proceeding pursuant to 28 U.S.C. § 157(b); (c) notice of the Application is sufficient under the

circumstances and no further notice is required; and (d) capitalized terms not otherwise defined

herein have the meaning given to them in the Application; and upon the Affidavit of J. Andrew


1
        The Debtors in these chapter 11 cases, along with the last four (4) digits of each Debtor’s federal tax
        identification number, are: American Safety Razor Company, LLC (0207), American Safety Razor
        Corporation (5475), ASR Holdings, Inc. (6509), Blade Acquisition Company (2053), Industrias
        Manufactureras ASR de Puerto Rico, Inc. (4894), Megas Beauty Care, Inc. (0321), Megas de Puerto Rico,
        Inc. (3065), Personna International de Puerto Rico, Inc. (0814), RSA Holdings Corp. of Delaware (3029),
        RSA Soap Company, Inc. (7635), and Valley Park Realty, Inc. (3691). The following entities are non-
        debtor foreign affiliates of the Debtors: American Safety Razor Australia Pty Limited; American Safety
        Razor do Brasil Ltda.; American Safety Razor of Canada Limited; ASR Exportacao, Importacao, Comercio
        e Industria de Produtos de Barbear Ltda; Personna International CZ s.r.o.; Personna International de
        Mexico, S.A. de C.V.; Personna International Israel Ltd.; Personna International Limited; Personna
        International UK Limited; Personna International UK Ltd; and Wolco Holland BV. The corporate address
        of American Safety Razor Company, LLC is 240 Cedar Knolls Road, Cedar Knolls, NJ 07927.
Bolt, Executive Vice President and Chief Financial Officer of American Safety Razor Company,

LLC and Blade Acquisition Company, and Vice President and Authorized Officer of the other

Debtors, in Support of the First Day Motions; and the Court having determined that the legal and

factual basis set forth in the Application establish just cause for the relief granted herein and the

Court having determined that the relief sought in the Application is in the best interests of the

Debtors2 and their estates; and after due deliberation and sufficient cause appearing therefor,

       IT IS HEREBY ORDERED THAT:

                 1.     The Application is granted.

                 2.     The Debtors are authorized, pursuant to sections 327(a) and 328(a) of the

Bankruptcy Code, and effective as of the Petition Date, to employ and retain Simpson Thacher as

their counsel.

                 3.     Simpson Thacher shall be compensated in accordance with the procedures

set forth in sections 330 and 331 of the Bankruptcy Code, applicable Bankruptcy Rules, the

Local Rules and any other such procedures as may be fixed by order of this Court.

                 4.     Notwithstanding anything to the contrary contained herein, (a) any

payment made, or authorization contained, hereunder shall be subject to the requirements any

order of this Court approving the Debtors’ debtor-in-possession financing (a “DIP Order”), and

(b) any claim for which payment is authorized pursuant to this Order that is treated as an

administrative expense of the Debtors’ estates shall be and is subject and subordinate to the

claims, liens, security interests and priorities granted to the DIP Facility Lenders and the DIP

Facility Agent (each as defined in the DIP Order), subject to the Carve Out (as defined in the

DIP Order), in accordance with and subject to the terms of the applicable DIP Order, and

2
       Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the
       Application.



                                                       2
payment on any such claim shall be subject to the applicable requirements of the DIP Order and

any other order of the Court authorizing the Debtors’ use of cash collateral.

               5.      This Court shall retain jurisdiction over any and all issues arising from or

related to the implementation and interpretation of this Order.

Dated: _____________, 2010
       Wilmington, Delaware
                                      ____________________________________________
                                      UNITED STATES BANKRUPTCY JUDGE




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