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As filed with the Securities and Exchange Commission on February 9, 2004

Registration No. 333-107071

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 3 to
FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Dayton Superior Corporation

(Exact names of registrant as specified in its charter)

Ohio (State or other jurisdiction of incorporation or organization)	31-0676346 (I.R.S. Employer Identification No.)	3312 (Primary Standard Industrial Classification Code Number)
Dur-O-Wal, Inc.*	Delaware	36-3104265
Symons Corporation*	Delaware	06-1053316
Dayton Superior Specialty Chemical Corp.*	Kansas	48-1125641
Trevecca Holdings, Inc.*	Delaware	33-0866823
Aztec Concrete Accessories, Inc.*	California	95-2665501
Southern Construction Products, Inc.*	Alabama	63-0319462
(Exact names of registrants as specified in their charters)	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

*Guarantors

7777 Washington Village Drive, Suite 130
Dayton, OH 45459
(937) 428-6360
(Address, including zip code, and telephone number, including area code,
of each of the registrants' principal executive offices)

Edward J. Puisis
Chief Financial Officer
7777 Washington Village Drive, Suite 130
Dayton, OH 45459
(937) 428-6360
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

Kirk A. Davenport, Esq.
Latham & Watkins LLP
885 Third Avenue
Suite 1000
New York, New York 10022
(212) 906-1200

Approximate date of commencement of proposed exchange offer:    As soon as practicable after the effective date of this registration statement.

        If any of the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated February 9, 2004.

PROSPECTUS

DAYTON SUPERIOR CORPORATION
OFFER TO EXCHANGE

$165,000,000 principal amount of their 10³/4% Series B Senior Second Secured Notes due 2008,
which have been registered under the Securities Act,
for any and all of their outstanding 10³/4% Series A Senior Second Secured Notes due 2008

        We are offering to exchange our 10³/4% Series B Senior Second Secured Notes due 2008, or the exchange notes, for our currently outstanding 10³/4% Series A Senior Second Secured Notes due 2008, or the outstanding notes. The exchange notes are substantially identical to the outstanding notes, except that the exchange notes have been registered under the federal securities laws and will not bear any legend restricting their transfer.

        The principal features of the exchange offer are as follows:

•

The exchange offer expires at 5:00 p.m., New York City time, on                        , 2004, unless extended.



•

We will exchange all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer.



•

You may withdraw tendered outstanding notes at any time prior to the expiration of the exchange offer.



•

The exchange of outstanding notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes.



•

We will not receive any proceeds from the exchange offer.

Investing in the exchange notes involves risks. See "Risk Factors" beginning on page 12.

        NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

        The date of this prospectus is                        , 2004.

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal delivered with this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the completion of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

TABLE OF CONTENTS

Market and Industry Data	ii
Prospectus Summary	1
Risk Factors	12
Forward-Looking Statements	23
The Exchange Offer	24
Use of Proceeds	32
Capitalization	33
Unaudited Pro Forma Financial Information	34
Selected Historical Consolidated Financial Data	37
Management's Discussion and Analysis of Financial     Condition and Results of Operations	39
Business	57
Management	67
Certain Relationships and Related Transactions	74
Description of Other Indebtedness	75
Description of the Exchange Notes	77
Book-Entry; Delivery and Form	127
Certain Federal Income Tax Consequences	129
Plan of Distribution	136
Legal Matters	136
Experts	136
Available Information	137
Index to Consolidated Financial Statements	F-1

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        Until                        , 2004, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

        We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus as if we had authorized it. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

        This prospectus incorporates important business and financial information that is not included in or delivered with the prospectus. Such information is available without charge to security holders upon written or oral request to:

Dayton Superior Corporation
7777 Washington Village Drive
Suite 130
Dayton, Ohio 45459
Attn: Investor Relations
Telephone: (937) 428-6360

In order to obtain timely delivery, security holders must request the information no later than five business days before the date they must make their investment decision. Security holders must request this information by                        , 2004.

MARKET AND INDUSTRY DATA

        In this prospectus, we rely on and refer to information regarding market data obtained from internal surveys, market research, publicly available information and industry publications. This information may prove to be inaccurate because of the method by which we obtained some of the data or because this information cannot be verified with complete certainty due to the limits on the availability and reliability of the raw data, the voluntary nature of the data-gathering process and other limitations and uncertainties inherent in a survey.

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PROSPECTUS SUMMARY

This summary does not include all information you should consider before participating in the exchange offer. Please review this prospectus in its entirety, including our financial statements and the risk factors before you decide to participate. Unless otherwise indicated, the terms the "company," "Dayton Superior," "we," "us," and "our" refer to Dayton Superior Corporation and its subsidiaries. Our fiscal year ends on December 31, and our fiscal quarters are 13-week periods ending on a Friday near the end of March, June and September.

The Exchange Offer

        The following is a brief summary of terms of the exchange offer. For a more complete description of the exchange offer, see "The Exchange Offer."

Securities Offered	$165,000,000 in aggregate principal amount of 103/4% Series B Senior Notes due 2008.
Outstanding Notes	On June 9, 2003 we completed an offering of $165.0 million in aggregate principal amount of our 103/4% Series A Senior Second Secured Notes due 2008, which was exempt from registration under the Securities Act. We sold the outstanding notes to Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as placement agents, on June 9, 2003. The placement agents subsequently resold the outstanding notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act on behalf of which there is one registered holder, The Depositary Trust Company. The exchange notes are being offered in exchange for the outstanding notes.
Exchange Offer	The exchange notes are being offered in exchange for a like principal amount of outstanding notes. We will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on                        , 2004. Holders may tender some or all of their outstanding notes pursuant to the exchange offer. However, outstanding notes may be tendered only in integral multiples of $1,000 in principal amount. The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:
	•	the exchange notes have been registered under the federal securities laws and will not bear any legend restricting their transfer;
	•	the exchange notes bear a series B designation and a different CUSIP number than the outstanding notes; and
	•	the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions for an increase in the interest rate on the outstanding notes in some circumstances relating to the timing of the exchange offer.

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	See "The Exchange Offer."
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2004, unless we decide to extend the exchange offer.
Conditions to the Exchange Offer	The exchange offer is subject to a number of customary conditions, some of which may be waived by us. See "The Exchange Offer—Conditions to the Exchange Offer."
Procedures for Tendering Outstanding     Notes	If you wish to accept the exchange offer, you must complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, in accordance with the instructions contained in this prospectus and in the letter of transmittal. You should then mail or otherwise deliver the letter of transmittal, or facsimile, together with the outstanding notes to be exchanged and any other required documentation, to the exchange agent at the address set forth in this prospectus and in the letter of transmittal.
	By executing the letter of transmittal, you will represent to us that, among other things:
	•	any exchange notes to be received by you will be acquired in the ordinary course of business;
	•	you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act;
	•	you are not an "affiliate" (within the meaning of Rule 405 under Securities Act) of ours; and
	•	if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, then you will deliver a prospectus in connection with any resale of such exchange notes.
	See "The Exchange Offer—Procedures for Tendering" and "Plan of Distribution."
Effect of Not Tendering	Any outstanding notes that are not tendered or that are tendered but not accepted will remain subject to the restrictions on transfer. Since the outstanding notes have not been registered under the federal securities laws, they bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration. Upon the completion of the exchange offer, we will have no further obligations, except under limited circumstances, to provide for registration of the outstanding notes under the federal securities laws. See "The Exchange Offer—Purpose and Effect."

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Interest on the Exchange Notes and     the Outstanding Notes	The exchange notes will bear interest from the most recent interest payment date to which interest has been paid on the outstanding notes or, if no interest has been paid, from June 9, 2003. Interest on the outstanding notes accepted for exchange will cease to accrue upon the issuance of the exchange notes.
Withdrawal Rights	Tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.
Federal Tax Consequences	There will be no federal income tax consequences to you if you exchange your outstanding notes for exchange notes in the exchange offer. See "Certain Federal Income Tax Consequences."
Use of Proceeds	We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer.
Exchange Agent	The Bank of New York, the trustee under the indenture, is serving as exchange agent in connection with the exchange offer.
Registration Rights Agreement	In connection with the sale of the outstanding notes, we and our subsidiary guarantors entered into a registration rights agreement with the placement agents. Under the terms of that agreement, we each agreed, at our expense, to:
	•	within 120 days after the closing date of the offering of the outstanding notes, file a registration statement on Form S-1 or Form S-4 with the SEC relating to a registered exchange offer for the notes under the Securities Act, and;
	•	use our commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 180 days after the closing date of the offering of the outstanding notes.
	•	file a shelf registration statement for the sale of the outstanding notes under certain circumstances and use all commercially reasonable means to cause such shelf registration statement to become effective under the Securities Act.
	If we or our subsidiary guarantors do not meet one of these requirements, we must pay additional interest until the exchange offer is completed or the registration statement is declared effective. This exchange offer is made pursuant to the registration rights agreement and is intended to satisfy the rights granted under that agreement, which will terminate upon completion of the exchange offer.

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Terms of the Exchange Notes

        The following is a brief summary of the terms of the exchange notes. The financial terms and covenants of the exchange notes are the same as the outstanding notes. For a more complete description of the terms of the exchange notes, see "Description of the Exchange Notes."

Issuer	Dayton Superior Corporation.
Securities Offered	$165,000,000 in aggregate principal amount of 103/4% Series B Senior Second Secured Notes due 2008.
Maturity Date	September 15, 2008.
Interest Payment Dates	March 15 and September 15, beginning September 15, 2003.
Original Issue Discount	The exchange notes will be issued with original issue discount, or OID, for United States federal income tax purposes. Thus, in addition to the stated interest on the exchange notes, holders will be required to include the amounts representing the original issue discount in gross income on a constant yield basis in advance of receipt of the cash payments to which such income is attributable.
Optional Redemption	We may redeem any of the exchange notes beginning on June 15, 2006. The initial redemption price will be 105.625% of their principal amount plus accrued interest. The redemption price of the exchange notes will decline each year after June 15, 2006 and will be 100% of their principal amount, plus accrued interest, beginning on June 15, 2008.
	In addition, if a change of control occurs before June 15, 2006, we may redeem the exchange notes at a redemption price equal to 100% of their principal amount, plus accrued interest, plus a "make-whole" premium.
Public Equity Offering Optional Redemption	Before March 15, 2006 we may redeem up to 35% of the aggregate principal amount of the exchange notes with the net proceeds of certain public equity offerings at 110.750% of the principal amount of the exchange notes, plus accrued interest, provided that at least 65% of the aggregate principal amount of the exchange notes originally issued remains outstanding after such redemption.
Change of Control	Upon the occurrence of a change of control, holders of the exchange notes will have the right, subject to certain conditions, to require us to repurchase their exchange notes at a price equal to 101% of their principal amount plus accrued interest to the date of repurchase. However, we may not have sufficient funds available at the time of any change of control to make any required debt.
Guarantees	The exchange notes will be fully and unconditionally and jointly and severally guaranteed on a senior secured basis by all of our existing and future domestic restricted subsidiaries. See "Description of the Exchange Notes—Subsidiary Guarantees."

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	Our non-guarantor subsidiaries represented approximately 2% of our total net sales for 2002, and approximately 1% of our assets as of September 26, 2003.
Collateral	The exchange notes will be secured by a second priority lien on:
	•	substantially all of our existing and future domestic property and assets, except as described below, that secure our obligations under our senior credit facility, whether owned by us or any future domestic subsidiary;
	•	all of the capital stock or other securities of any existing or future domestic subsidiary and a portion of the capital stock or other securities of any existing or future foreign subsidiaries owned directly by us or any future domestic subsidiary but, in each case, only to the extent that the aggregate principal amount, par value, book value as carried by us or the market value (whichever is greatest), of any such capital stock or other securities of any subsidiary is not equal to or greater than 20% of the aggregate principal amount of notes outstanding.
	The collateral will not include any property or assets owned by any of our foreign subsidiaries or any real property or real property leases (domestic or foreign), which we sometimes refer to in this prospectus as the "excluded collateral."
	Rule 3-16 of Regulation S-X under the Securities Act requires the presentation of a subsidiary's stand-alone, audited financial statements if the subsidiary's capital stock secures an issuer's notes and the par value, book value or market value of the stock equals or exceeds 20% of the aggregate principal amount of notes outstanding. The terms of our notes provide that the collateral securing the notes will never include the capital stock of any subsidiary to the extent the par value, book value as carried by us or the market value of the stock is equal to or greater than 20% of the aggregate principal amount of the notes outstanding. As a result, we will not be required to present separate financial statements of any of our subsidiaries under Rule 3-16. Currently, as a result of this collateral provision, the collateral securing the notes does not include the capital stock of Symons Corporation. In addition, holders of the exchange notes may at any time in the future lose all or a portion of their security interest in the capital stock of any of our other subsidiaries if the par value, book value as carried by us or the market value of that stock were to become equal to or greater than 20% of the aggregate principal amount of the exchange notes outstanding. The applicable value of the capital stock of each of Dayton Superior Specialty Chemical Corp., Aztec Concrete Accessories, Inc. and Trevecca Holdings, Inc., the direct, holding company parent of Aztec, is currently near this 20% threshold. Further, the terms of our notes provide that if Rule 3-16 or Rule 3-10 of Regulation S-X is amended or interpreted by the Commission to require, or any other law, rule or regulation is adopted that would require, us to file separate financial statements of any of our subsidiaries because that subsidiary's capital stock secures the notes, then the capital stock will automatically be excluded from the collateral. For more information regarding our calculations of which subsidiary capital stock currently comprise collateral securing the notes, see "Description of the Exchange Notes—Collateral."

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Our obligations under our senior credit facility, and the interest rate protection and other hedging agreements and specified additional indebtedness permitted thereunder, are secured by a first priority lien on the collateral securing the exchange notes, as well as certain of the excluded collateral, and constitute separate claims against us. See note 4 to our audited consolidated financial statements and note 3 to our unaudited consolidated financial statements included elsewhere in this prospectus. As a result, the exchange notes will be effectively subordinated to these obligations (including post-petition interest thereon, whether or not permitted under applicable law) and any other obligations secured by a first priority lien to the extent of the value of such pledged assets. In addition, the indenture governing the exchange notes, without the consent of the holders of the exchange notes, allows a certain amount of indebtedness and other obligations to be secured by a lien on the collateral securing the exchange notes on a first priority basis, and a certain amount of indebtedness secured by a lien on such collateral on an equal and ratable basis, provided that, in each case, such indebtedness or other obligations could be incurred under the indenture. No appraisals of any collateral have been prepared in connection with this offering. The value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the collateral. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, no assurance can be given that the proceeds from any sale or liquidation of the collateral will be sufficient to pay any of our obligations under the exchange notes, in full or at all, after first satisfying our obligations in full under our senior credit facility and any other obligations secured by a first priority lien on the collateral.

Any rights to payment from and claims to, the collateral securing the exchange notes by the holders of the exchange notes will be fully subordinated to any claims by our first priority lien secured creditors. Any proceeds received by the trustee on behalf of the holders of the exchange notes from the sale, liquidation, or other disposition of the collateral securing the exchange notes prior to the payment in full in cash of our obligations secured by the first priority lien must be delivered to the holders of those obligations.

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	The security documents governing the collateral will provide that the first priority lien holders will control at all times prior to the payment in full of the obligations secured by the first priority liens and the termination of all commitments thereunder, all remedies and other actions related to the collateral. The second priority liens will not entitle the trustee or the holders of any exchange notes to take any action whatsoever with respect to the collateral prior to such time. As a result, neither the trustee nor the holders of the exchange notes will be able to force a sale of the collateral or otherwise exercise remedies normally available to secured creditors without the concurrence of the lenders under the senior credit facility and other holders of first priority liens. To the extent that the lenders and other first priority lien holders release their liens on all or any portion of the collateral securing the exchange notes, the second priority lien on such collateral which secures the exchange notes will likewise be automatically released in most cases without the consent of the holders of the exchange notes. To the extent we regrant first priority liens on any such collateral in the future, we will, in most cases, regrant to holders of the exchange notes a second priority lien on such collateral. In addition, the security documents will generally provide that, so long as the senior credit facility is in effect the lenders may change, waive, modify or vary the security documents without the consent of the trustee or the holders of the exchange notes, unless such change, waiver or modification materially adversely affects the rights of the holders of the exchange notes and not the other secured creditors in a like or similar manner.
Ranking	The exchange notes will be senior secured obligations and rank equally in right of payment with all of our existing and future senior indebtedness and senior in right of payment with all of our existing and future subordinated indebtedness.
	The guarantees will be senior secured obligations and will rank equally in right of payment with all existing and future senior indebtedness of the guarantors and senior in right of payment with all existing and future subordinated indebtedness of the guarantors.
	The exchange notes and the guarantees are junior to (1) our obligations under the senior credit facility and any other obligations secured by a first priority lien on the collateral securing the notes to the extent of the value of such collateral and (2) our obligations under the senior credit facility and any other obligations that are secured by a lien on assets that are not part of the collateral securing the notes, to the extent of the value of such assets.

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	As of September 26, 2003, we had $169.7 million principal amount of secured indebtedness, of which $165.0 million principal amount was the outstanding notes and $4.7 million was other secured indebtedness. In addition we had $20.4 million of borrowings available under our senior credit facility, all of which was secured by a first priority lien on the collateral.
Certain Covenants	The terms of the exchange notes and indenture will restrict our ability and the ability of our restricted subsidiaries to:
	•	incur more indebtedness, including guarantees;
	•	create liens;
	•	pay dividends and make distributions in respect of our capital stock;
	•	enter into agreements that restrict our subsidiaries' ability to pay dividends or make distributions;
	•	redeem or repurchase our capital stock;
	•	make investments or other restricted payments;
	•	sell assets;
	•	issue or sell stock of restricted subsidiaries;
	•	enter into transactions with affiliates; and
	•	merge or consolidate.
	These covenants are subject to a number of important exceptions. See "Description of the Exchange Notes—Certain Covenants."

Our Company

        We believe we are the largest North American manufacturer and distributor of metal accessories and forms used in concrete construction and a leading manufacturer of metal accessories used in masonry construction in terms of revenues. In many of our product lines, we believe we are the market leader in terms of revenues competing primarily in two segments of the construction industry: infrastructure construction, such as highways, bridges, utilities, water and waste treatment facilities and airport runways, and non-residential building, such as schools, stadiums, prisons, retail sites, commercial offices, hotels and manufacturing facilities. Our net sales were $398.7 million in 2002 and $278.5 million in the nine month period ended September 26, 2003. Our net losses were $20.3 million in 2002 and $12.2 million in the nine month period ended September 26, 2003.

        In an effort to reduce costs and enhance customer responsiveness, effective January 1, 2003 we reorganized our company from six autonomous manufacturing and sales divisions into two sales units (Construction Products Group, or CPG, and Symons) and a new product fulfillment unit (Supply Chain). CPG and Symons are primarily responsible for sales, customer service and new product development. As part of this effort, we reorganized most of our manufacturing and distribution

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operations into our Supply Chain unit, which manufactures and distributes our products in support of CPG and Symons.

Executive Offices

        Our executive offices are located at 7777 Washington Village Drive, Suite 130, Dayton, Ohio 45459. Our telephone number is (937) 428-6360.

        As a result of our recapitalization completed in June 2000, we are controlled by Odyssey Investment Partners, LLC. Odyssey manages a $760 million private equity fund that invests in middle market companies that are primarily focused on specialty manufacturing, aerospace and transportation, supply chain management, financial services/asset management and communications and media. For more information regarding Odyssey and its ownership interest in us, see "Principal Shareholders."

Recent Developments

Refinancing Senior Credit Facility

        On January 30, 2004, we established an $80 million senior secured revolving credit facility, which was used to refinance our previous $50 million revolving credit facility. The new credit facility is secured by the same assets that secured the previous credit facility. The new credit facility has no financial covenants and is subject to availability under a borrowing base calculation.

Restatement of our Financial Statements

        As previously disclosed in our quarterly report on Form 10-Q for the three months ended June 27, 2003, filed on August 13, 2003, we have recently completed a restatement of our financial statements for fiscal years 2000 through the fiscal quarter ended March 28, 2003, in order to reflect the application of Emerging Issues Task Force (EITF) 00-10 "Accounting for Shipping and Handling Fees and Costs" in our financial statements for those periods.

Risk Factors

        You should carefully consider all the information in this prospectus prior to participating in the exchange offer. In particular, we urge you to consider carefully the factors set forth under "Risk Factors" beginning immediately after this "Prospectus Summary."

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

        The following tables set forth our summary historical consolidated financial information for each of the years in the three-year period ended December 31, 2002, and each of the nine-month periods ended September 27, 2002 and September 26, 2003. The restated financial information for each of the years in the three-year period ended December 31, 2002 has been derived from our audited restated consolidated historical financial statements and their related notes. The financial information for each of the nine-month periods ended September 27, 2002 and September 26, 2003 has been derived from our unaudited condensed consolidated historical financial statements and their related notes. You should read the following tables in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," the restated consolidated financial statements and their related notes and the unaudited consolidated financial statements and their related notes included elsewhere in this prospectus.

	Year Ended December 31,									Nine Months Ended
	2000(1)			2001(1)			2002(1)			September 27, 2002(1)			September 26, 2003
	(as restated)			(as restated)			(as restated)			(as restated)
	(dollars in thousands)
Statement of Operations Data:
Net sales	$	387,068		$	415,491		$	398,737		$	305,512		$	278,496
Gross profit		138,322			139,270			128,876			99,727			76,741
Income from operations		40,356			30,466			31,653			29,202			12,366
Interest expense		22,574			35,024			33,967			24,881			28,272
Cumulative effect of change in accounting principle, net of income tax benefit		—			—			(17,140)	(2)		(17,140)	(2)		—
Net loss available to common shareholders		(4,718	)		(3,474	)		(20,263	)		(14,673	)		(12,243	)
Other Financial Data:
Depreciation and amortization	$	15,121		$	22,202		$	21,453		$	15,390		$	18,553
Property, plant and equipment additions, net		11,483			9,755			9,267			6,391			5,850
Rental equipment additions, net		801			3,191			(17,230	)		(12,233	)		(4,689	)
Ratio of earnings to fixed charges(3)		0.7			0.9			0.9			1.2			0.4	(3)
Deficiency of earnings to fixed charges	$	(6,585	)	$	(4,653	)	$	(3,509	)	$	—		$	(18,550	)

	At September 26, 2003
Balance Sheet Data:
Working capital	$	88,972
Total assets		410,695
Goodwill and intangibles		113,844
Long-term debt (including current portion)		340,308
Shareholders' deficit		(2,814	)

(1)

Our financial statements for the three-year period ended December 31, 2002 and the nine month period ended September 27, 2002 have been restated to reflect the application of Emerging Issues Task Force (EITF) 00-10 "Accounting for Shipping and Handling Fees and Costs" for those periods.

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(2)

In June 2001, the Financial Accounting Standards Board, or the FASB, issued Statement of Financial Accounting Standards No. 141, "Business Combinations" and No. 142 "Goodwill and Other Intangible Assets." SFAS No. 141 revises the accounting for future business combinations to only allow the purchase method of accounting. In addition, the two statements preclude amortization of goodwill for periods beginning after December 15, 2001. Instead, an annual review of the recoverability of the goodwill and intangible assets is required. Certain other intangible assets continue to be amortized over their estimated useful lives.

We adopted SFAS No. 142 effective January 1, 2002. As a result of adopting SFAS No. 142, we recorded a non-cash charge in 2002 of $17.1 million ($19.9 million of goodwill, less an income tax benefit of $2.8 million), which is reflected as a cumulative effect of change in accounting principle. This amount does not affect our ongoing operations. The goodwill arose from the acquisitions of Dur-O-Wal in 1995, Southern Construction Products in 1999, and Polytite in 2000, all of which manufacture and sell metal accessories used in masonry construction. The masonry products market has experienced weaker markets and significant price competition, which has had a negative impact on the product line's earnings and fair value.

(3)

The ratio of earnings to fixed charges is computed by dividing (a) income before income taxes, interest expense, dividends on convertible trust preferred securities and the portion of rent determined to be interest by (b) total fixed charges, which includes interest expense, dividends on convertible trust preferred securities and the portion of rent expense determined to be interest. The portion of rent expense determined to be interest is 33% of gross rent expense.

11

RISK FACTORS

You should carefully consider the following discussion of risks and the other information in this prospectus before participating in the exchange offer. Any of the following risks could materially affect our business, financial condition or results of operations.

Risks Related To Our Business

Cyclicality of construction industry—The construction industry is cyclical, and a continued significant downturn in the construction industry could further decrease our revenues and profits and adversely affect our financial condition.

        Because our products primarily are used in infrastructure construction and non-residential building, our sales and earnings are strongly influenced by construction activity, which historically has been cyclical. Construction activity can decline because of many factors we cannot control, such as:

•

weakness in the general economy;



•

a decrease in government spending at the federal and state levels;



•

interest rate increases; and



•

changes in banking and tax laws.

        In particular, beginning in the second half of 2000, the commercial construction segment of our industry experienced a significant decline resulting in a 30% drop in the value of construction put-in-place between 2000 and 2002, according to the U.S. Department of Commerce. Vacancy rates for office and industrial facilities have increased significantly from 2000 levels. Specifically, office vacancy rates increased from 8.6% in 2000 to 16.6% in the third quarter of 2003, and industrial vacancy rates have increased from 6.6% to 11.6%. High vacancy rates affect the demand for new construction. Any continued severe or extended downturn in the general economy or the building and construction industries could have a material adverse effect on our business, financial condition and results of operations. We cannot predict with accuracy the timing, extent and duration of future economic or building construction and industry cycles.

        In addition TEA-21, which authorizes federal spending on highway and infrastructure projects, is due to be replaced with new legislation. Although this new legislation is expected to provide for as much or even more funding than TEA-21, it has not yet been finalized, and we cannot assure you that it will not be passed with a lower budget than we expect. Even if this new legislation is passed with funding that is commensurate with or greater than TEA-21 funding, there may be a delay in its implementation. In either case, our net sales attributable to infrastructure projects could be negatively impacted. See "Business—Industry."

Net Losses—We have recently experienced net losses and these net losses may continue.

        Our business has experienced net losses over the past several periods. Specifically, during 2002 and for the nine months ended September 26, 2003, we reported net losses of approximately $20.3 million and $12.2 million, respectively. Our results of operations will continue to be affected by events and conditions both within and beyond our control, including competition, economic, financial, business and other conditions. Therefore, we cannot assure you that we will not continue to incur net losses in the future.

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Substantial leverage—Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the exchange notes.

        We have a significant amount of indebtedness and debt service requirements. The following chart shows certain important credit statistics as of September 26, 2003:

Total long-term indebtedness	$	340.3 million
Shareholders' deficit	$	2.8 million

        Our substantial indebtedness could have important consequences to you. For example, it could:

•

make it more difficult for us to satisfy our obligations under the exchange notes;



•

increase our vulnerability to general adverse economic and industry conditions;



•

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts and other general corporate purposes;



•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;



•

place us at a disadvantage to our competitors that have less debt; and



•

limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds.

        In addition, failing to comply with those covenants could result in an event of default which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations. In addition, we and our subsidiaries may be able to incur substantial additional indebtedness in the future under the terms of the indenture that will govern the notes, the senior subordinated notes, the senior credit facility and other indebtedness. If new debt is added to our and our subsidiaries' current debt levels, the related risks that we and they now face could increase. See "Description of the Exchange Notes" and "Description of Other Indebtedness."

Steel price increases—We may not be able to pass on the cost of steel price increases to our customers.

        Steel, in its various forms, is our principal raw material, constituting approximately 25% of our cost of sales in 2002. Historically, steel prices have fluctuated. We cannot assure you we will be able to pass on to our customers the cost of increases in the price of steel. In addition, any decrease in our volume of steel purchases could affect our ability to secure volume purchase discounts that we have obtained in the past. Any of these events could have a material adverse effect on our business, financial condition and results of operations. See "Business—Raw Materials."

Weather-related risks—Weather causes our operating results to fluctuate and could adversely affect the demand for our products and decrease our revenues.

        Our operating results tend to fluctuate from quarter to quarter because, due to weather, the construction industry is seasonal in most of North America, which is where almost all of our sales are made. Demand for our products generally is higher in the spring and summer than in the winter and late fall. As a result, our first quarter net sales typically are the lowest of the year and we experience a net loss. Our net sales and operating income in the fourth quarter also generally are less than in the second and third quarters.

        In addition, severe weather could adversely affect our business, financial condition and results of operation. Adverse weather, such as unusually prolonged periods of cold or rain, blizzards, hurricanes

13

and other severe weather patterns, could delay or halt construction activity over wide regions of the country. For example, an unusually severe winter, such as the 2002-2003 winter, leads to reduced construction activity and magnifies the seasonal decline in our revenues and earnings during the winter months. Although weather conditions have not historically had a material long term effect on our results of operations, sustained extreme adverse weather conditions could have a material adverse effect on our business, financial condition and results of operations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Seasonality."

Chemical products competition—We are significantly smaller than some of our construction chemical competitors.

        In the sale of some construction chemicals, we must compete with a number of national and international companies that are many times larger than we are in terms of total assets and annual revenues. Because our resources are more limited, we may not be able to compete effectively and profitably on a sustained basis in the markets in which those competitors are actively present.

Potential exposure to environmental liabilities—We may be liable for costs under certain environmental laws, even if we did not cause any environmental problems. Changes in environmental laws or unexpected investigations could adversely affect our business.

        Our business and our facilities are subject to a number of federal, state and local environmental laws and regulations, which govern, among other things, the discharge of hazardous materials into the air and water as well as the handling, storage and disposal of these materials.

        Pursuant to certain environmental laws, a current or previous owner or operator of land may be liable for the costs of investigation and remediation of hazardous materials at the property. These laws typically impose liability whether or not the owner or operator knew of, or was responsible for, the presence of any hazardous materials. Persons who arrange (as defined under these statutes) for the disposal or treatment of hazardous materials also may be liable for the costs of investigation and remediation of these substances at the disposal or treatment site, regardless of whether the affected site is owned or operated by them. See "Business—Environmental Matters."

        We believe we are in material compliance with applicable environmental laws. However, because we own and operate a number of facilities where industrial activities have been historically conducted and because we arrange for the disposal of hazardous materials at many disposal sites, we may incur costs for investigation and remediation, as well as capital costs associated with compliance with these laws. These environmental costs have not been material in the past and are not expected to be material in the future. Nevertheless, more stringent environmental laws as well as more vigorous enforcement policies or discovery of previously unknown conditions requiring remediation could impose material costs and liabilities on us, which could have a material adverse effect on our business, financial condition and results of operations.

Consolidation of our distributors—Increasing consolidation of our distributors may negatively affect our earnings.

        We believe that there is an increasing trend among our distributors to consolidate into larger entities. As our distributors increase in size and market power, they may be able to exert pressure on us to reduce prices or create price competition by dealing more readily with our competitors. If the consolidation of our distributors does result in increased price competition, our sales and profit margins may be adversely affected. See "Business—Distribution."

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Unrealized cost savings—We may not realize or continue to realize the cost savings that we have achieved or anticipate achieving from our manufacturing cost improvement programs and company reorganization.

        Beginning in 2001, we implemented strategic initiatives designed to reduce our manufacturing costs, and beginning in the second half of 2002, we began to consolidate our operating divisions and eliminate redundant overhead expense. Our future cost savings expectations with respect to these initiatives are necessarily based upon a number underlying estimates and assumptions, which may or may not prove to be accurate. In addition, these underlying estimates and assumptions are subject to significant economic, competitive and other uncertainties that are beyond our control.

Increased dependence on foreign operations—Political and economic conditions in Mexico could adversely affect us.

        Our manufacturing cost improvement programs will result in our moving a significant percentage of our annual production requirements to Reynosa, Mexico. We expect cash costs associated with this move to be approximately $5 million. The success of our operations in Mexico will depend on numerous factors, many of which will be beyond our control, including our inexperience with operating in Mexico or abroad, generally, general economic conditions, currency fluctuations, restrictions on the repatriation of assets, compliance with Mexican laws and standards and political risks.

Product mix profit margins—A change in the mix of products we sell could negatively affect our earnings.

        Some of our products historically have had narrow profit margins. If the mix of products we sell shifts to include a larger percentage of products with narrow profit margins, our earnings may be negatively affected.

Risks associated with acquisitions—We may complete acquisitions that disrupt our business.

        If we make acquisitions, we could do any of the following, which could adversely affect our financial results, our ability to pay interest on the notes and our other borrowings:

•

incur substantial additional debt, which may reduce funds available for operations and future opportunities and increase our vulnerability to adverse general economic and industry conditions and competition;



•

assume contingent liabilities; or



•

take substantial charges to write off goodwill and other intangible assets.

        In addition, acquisitions can involve other risks, such as:

•

difficulty in integrating the acquired operations, products and personnel into our existing business;



•

costs which are greater than anticipated or cost savings which are less than anticipated;



•

diversion of management time and attention; and



•

adverse effects on existing business relationships with our suppliers and customers and the suppliers and customers of the acquired business.

        Any of these occurrences could have a material adverse effect on our business, financial condition and results of operations.

15

Competition—The markets in which we sell our products are highly competitive.

        The markets in which we sell our products are highly competitive. We compete against some national and many regional rivals. The uniformity of products among competitors results in substantial pressure on pricing and profit margins. As a result of these pricing pressures, we may in the future experience reductions in the profit margins on our sales, or we may be unable to pass any cost increases on to our customers. We believe that our purchasing power, nationwide distribution network, marketing capabilities and manufacturing efficiency allow us to competitively price our products. We cannot assure you that we will be able to maintain or increase our current market share of our products or compete successfully in the future. See "Business—Competitors."

Control by Odyssey—We are controlled by Odyssey, whose interests may not be aligned with yours.

        Odyssey and its co-investors indirectly own approximately 91% of our outstanding common shares and, therefore, have the power, subject to certain exceptions, to control our affairs and policies. They also control the election of directors, the appointment of management, the entering into of mergers, sales of substantially all of our assets and other extraordinary transactions. The directors have authority, subject to the terms of our debt, to issue additional stock, implement stock repurchase programs, declare dividends and make other decisions about our capital stock.

        The interests of Odyssey and its affiliates could conflict with your interests. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of the Odyssey investors, as holders of our equity, might conflict with your interests as a note holder. Affiliates of Odyssey may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though these transactions might involve risks to you as a holder of exchange notes.

Risks associated with our workforce—We depend on our highly trained employees, and any work stoppage or difficulty hiring similar employees would adversely affect our business.

        We depend on an educated and trained workforce. We could be adversely affected by a shortage of skilled employees.

        As of September 26, 2003, approximately 44% of our employees were unionized. We are subject to several collective bargaining agreements with these employees. Although we believe that our relations with our employees are good, we cannot assure you that we will be able to negotiate a satisfactory renewal of these collective bargaining agreements or that our employee relations will remain stable.

        Because we maintain a relatively small inventory of finished goods and operate on relatively short lead times for our products, any shortage of labor could have a material adverse effect on our business, financial condition and results of operations. See "Business—Employees."

Dependence on key personnel—If we lose our senior management, our business may be adversely affected.

        The success of our business is largely dependent on our senior managers, as well as on our ability to attract and retain other qualified personnel. We cannot assure you that we will be able to attract and retain the personnel necessary for the development of our business. The loss of the services of key personnel or the failure to attract additional personnel as required could have a material adverse effect on our business, financial condition and results of operations. We do not currently maintain "key person" life insurance on any of our key employees.

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Restrictive covenants—Our senior credit facility, the senior subordinated notes indenture and the indenture that will govern the exchange notes contain various covenants which limit the discretion of our management in the operation of our business.

        Our senior credit facility, the senior subordinated notes indenture and the indenture that will govern the exchange notes contain various provisions that limit our management's discretion by restricting our ability to:

•

incur additional debt;



•

pay dividends or distributions on our capital stock or repurchase our capital stock;



•

issue preferred stock of subsidiaries;



•

make certain investments;



•

create liens to secure debt;



•

enter into transactions with affiliates;



•

merge or consolidate with another company; and



•

transfer and sell assets.

        In addition, our senior credit facility requires us to meet specified financial ratios and tests. These restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise restrict corporate activities.

        If we fail to comply with the covenants and restrictions of the senior credit facility, the senior subordinated notes indenture or the indenture that will govern the exchange notes or any other subsequent financing agreements, a default could occur. Such a default could allow the lenders, if the agreements so provide, to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies. In addition, the lenders could terminate any commitments they had made to supply us with further funds. See "Description of Other Indebtedness" and "Description of the Exchange Notes."

Risks Related to the Exchange Notes

Ability to service debt—To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness, including the exchange notes, and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

        Our other annual debt service in 2003 will, assuming we incur no further indebtedness, consist primarily of interest expense payable on the exchange notes offered hereby, our outstanding senior subordinated notes and borrowing under the senior credit facility. Our cash debt service for 2003, based on the amount of indebtedness outstanding on September 26, 2003, was interest payments totaling $40.5 million. For 2002, our cash used in operating activities was $17.3 million. Accordingly, we will have to generate significant cash flows from operations to meet our debt service requirements. If we do not generate sufficient cash flow to meet our debt service and working capital requirements, we may need to seek additional financing or sell assets. This may make it more difficult for us to obtain financing on terms that are acceptable to us, or at all. Without this financing, we could be forced to sell assets to make up for any shortfall in our payment obligations under favorable circumstances.

17

        We cannot assure you that our business will generate sufficient cash flow from operations, that operating improvements will be realized on schedule or that future borrowings will be available to us under our senior credit facility in an amount sufficient to enable us to pay amounts due under our indebtedness, including the notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the exchange notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior credit facility, the exchange notes and the senior subordinated notes, on commercially reasonable terms or at all.

We may not have the ability to raise the funds necessary to repay borrowings under our credit facility or to finance the change of control offer required by the indenture.

        Upon the occurrence of a change of control, we will be required to repay the borrowings outstanding under our credit facility and to offer to repurchase all of the outstanding exchange notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of exchange notes or that restrictions in our new credit facility will not allow these repurchases. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a "Change of Control" under the indenture. See "Description of the Exchange Notes—Change of Control."

In some circumstances, it may be unclear whether a change of control has occurred and therefore, the rights of holders of notes as a result of that event may be uncertain.

        A change of control under the indenture for the exchange notes includes a sale of "all or substantially all" of our properties or assets. The meaning of "all or substantially all" has no clearly established or uniform meaning under New York law, which is the law that governs the indenture. In addition, whether a particular transaction is a sale of "all or substantially all" of the assets of a company will depend on the facts and circumstances of the subject transaction. Accordingly, the ability of a holder of exchange notes to require us to repurchase the exchange notes as a result of a sale, conveyance, transfer or other disposition of less than all of our assets to another person or group is uncertain. It is possible, therefore, that there could be a disagreement between us and some or all holders of exchange notes over whether a specific transaction or series of transactions would require us to make a change of control offer to holders of exchange notes. In addition, if the holders of exchange notes elect to exercise their rights under the indenture for the notes and we elect to contest that election, there can be no assurance as to how a court interpreting New York law would interpret the phrase "all or substantially all."

There may not be sufficient collateral to pay all or any of the exchange notes—The collateral securing the exchange notes is subject to control by creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay both the first priority creditors and the holders of the exchange notes, which may result in holders of the exchange notes having only unsecured claims against our remaining assets.

        The exchange notes will be secured on a second priority basis by substantially all of the collateral securing our senior credit facility, excluding certain assets (these excluded assets include interests in real estate and, currently, the capital stock of Symons Corporation. See "Description of the Exchange Notes—Collateral." Although the holders of obligations secured by first priority liens on the collateral and the holders of obligations secured by second priority liens thereon, including the exchange notes, will share in the proceeds of this collateral, the holders of obligations secured by the first priority liens on the collateral will be entitled to receive proceeds from any realization of the collateral to repay their obligations in full before the holders of the exchange notes and other obligations secured by second priority liens will be entitled to any recovery from the collateral. Even if the proceeds from the sale or liquidation of the collateral are sufficient to satisfy our first priority lien obligations, if the amount of such remaining proceeds is less than the aggregate outstanding principal amount of the exchange notes and other obligations secured equally and ratably by a second priority lien, we may be unable to fully

18

satisfy our obligations under the exchange notes. As a result, the exchange notes are secured only to the extent that (1) our first priority lien obligations are oversecured and (2) the oversecured amount is sufficient, subject to other permitted liens, to secure the exchange notes and any other obligations secured equally and ratably by a second priority lien.

        No appraisals of any collateral have been prepared in connection with the offering of the outstanding notes or with this exchange offer. The value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the collateral. By their nature some or all of the pledged assets may be illiquid and may have no readily ascertainable market value. The value of the assets pledged as collateral for the exchange notes could be impaired in the future as a result of changing economic conditions, our failure to implement our business strategy, competition and other future trends.

        The proceeds from the sale or sales of all of such collateral may not be sufficient to satisfy the amounts outstanding under the exchange notes and other obligations secured by the second priority liens, if any, after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds were not sufficient to repay amounts outstanding under the exchange notes, then holders of the exchange notes (to the extent not repaid from the proceeds of the sale of the collateral) would only have an unsecured claim against our remaining assets. As of September 26, 2003, we had $24.1 million indebtedness outstanding under the senior credit facility, $157.2 million (net of unamortized discount of $7.8 million) of outstanding indebtedness in the outstanding notes (with an aggregate principal amount at maturity of $165.0 million), $146.0 million (net of unamortized discount of $8.7 million) of outstanding indebtedness in senior subordinated notes (with an aggregate principal amount at maturity of $154.7 million) and an additional $13.0 million in other debt. The holders of first priority liens will be secured by additional collateral that will not secure the exchange notes. The value of this collateral could be significant, and the exchange notes will effectively rank junior to indebtedness secured by first priority liens to the extent of this collateral. Under the indenture, we could also incur additional indebtedness secured by (1) first priority liens and (2) second priority liens so long as the second priority liens are securing indebtedness permitted to be incurred by the covenant described under "Description of the Exchange Notes—Certain Covenants—Limitation on Incurrence of Additional Indebtedness" and certain other conditions are met. See "Description of the Exchange Notes—Collateral" and "—Ranking." Any additional obligations secured by a lien on the collateral securing the exchange notes (whether senior to or equal with the second priority lien of the notes) will dilute the value of the collateral securing the exchange notes.

Automatic release of the capital stock—The capital stock securing the exchange notes will automatically be released from the second priority lien and no longer be deemed to be collateral to the extent the pledge of the capital stock would require the filing of separate financial statements for any of our subsidiaries with the Commission.

        Rule 3-16 of Regulation S-X under the Securities Act requires the presentation of a subsidiary's stand-alone, audited financial statements if the subsidiary's capital stock secures an issuer's notes and the par value, book value or market value of the stock equals or exceeds 20% of the aggregate principal amount of notes outstanding. The indenture governing the exchange notes and the security documents provide that the collateral securing the notes will never include the capital stock of any subsidiary to the extent the par value, book value as carried by us or the market value of the stock is equal to or greater than 20% of the aggregate principal amount of the exchange notes outstanding. As a result, we will not be required to present separate financial statements of any of our subsidiaries under Rule 3-16. Currently, as a result of these provisions in the indenture and security documents, the collateral securing the exchange notes does not include the capital stock of Symons Corporation. In addition, holders of the exchange notes may at any time in the future lose all or a portion of their security interest in the capital stock of any of our other subsidiaries if the par value, book value as carried by us or the market value of that stock were to become equal to or greater than 20% of the aggregate principal amount of the exchange notes outstanding. The applicable value of the capital stock

19

of each of Dayton Superior Specialty Chemical Corp., Aztec Concrete Accessories, Inc. and Trevecca Holdings, Inc., the direct, holding company parent of Aztec, is currently near this 20% threshold. For more information regarding our calculations of which subsidiary capital stock currently comprise collateral securing the notes, see "Description of the Exchange Notes—Collateral."

        In addition, to the extent that any rule is adopted, amended or interpreted which would require the filing with the Commission (or any other governmental agency) of separate financial statements of any of our subsidiaries due to the fact that the subsidiary's capital stock or other securities secure the notes, then the capital stock or other securities will automatically be excluded from the collateral securing the exchange notes to the extent necessary to avoid being subject to any such requirement. In this event, the security documents will be amended, without the consent of any holder of exchange notes, to the extent necessary to release the second priority liens on the capital stock or securities. As a result, holders of the exchange notes would lose all or a portion of their security interest in this capital stock or other securities if any such rule comes into effect.

Decisions regarding collateral—Holders of exchange notes will not control decisions regarding collateral.

        The holders of the first priority liens control substantially all matters related to the collateral securing the first priority liens and the exchange notes. See "Description of the Exchange Notes—Collateral". As a result, the holders of the first priority liens may take actions with respect to the shared collateral with which holders of the exchange notes may disagree or that may be contrary to the interests of holders of the exchange notes. To the extent shared collateral is released from securing the first priority liens, the second priority liens securing the exchange notes will also automatically be released in most instances. In addition, the security documents will generally provide that, so long as the first priority liens are in effect, the holders of the first priority liens may change, waive, modify or vary the security documents without the consent of the holders of the exchange notes, provided that any such change, waiver or modification does not materially adversely affect the rights of the holders of the exchange notes and not the other secured creditors in a like or similar manner. See "Description of the Exchange Notes—Collateral."

        Furthermore, the security documents allow us and our subsidiaries to remain in possession of, retain exclusive control over, to freely operate, and to collect, invest and dispose of any income from, the collateral securing the exchange notes. For example, as part of our business, we sell used rental equipment. If we increase our used equipment sales, the collateral securing the exchange notes could decrease. To the extent the proceeds from a sale of collateral do not constitute "collateral" under the security documents, those proceeds will not be subject to the second priority lien securing the exchange notes and the pool of assets securing the exchange notes would be reduced.

Original issue discount—The exchange notes will be issued with original issue discount for United States federal income tax purposes.

        The outstanding notes were, and the exchange notes will be, issued with original issue discount for United States federal income tax purposes. Thus, in addition to the stated interest on the exchange notes, holders will be required to include the amounts representing the original issue discount in gross income on a constant yield basis in advance of receipt of the cash payments to which such income is attributable.

Fraudulent conveyance matters—Federal and state statutes allow courts, under specific circumstances, to void the exchange notes and the guarantees and require noteholders to return payments received from us or the guarantors.

        Under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, the exchange notes and guarantees could be voided, or claims in respect of the exchange notes and guarantees could be subordinated to all of our other debts and all other debts of our guarantors if,

20

among other things, we or our guarantors, at the time we or they incurred the indebtedness evidenced by the notes or the guarantees:

•

received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee; and



•

was insolvent or rendered insolvent by reason of the indebtedness; or



•

was engaged in a business or transaction for which our or the guarantors' remaining assets constituted unreasonably small capital; or



•

intended to incur, or believed that we or they would incur, debts beyond our or the guarantors' ability to pay the debts as they mature.

        In addition, any payment by us or by that guarantor pursuant to the exchange notes or guarantees could be voided and required to be returned to us or the guarantor, or to a fund for the benefit of our creditors or the creditors of the guarantor.

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, we or a guarantor would be considered insolvent if:

•

the sum of our or its debts, including contingent liabilities, were greater than the fair saleable value of all of our or its assets, or



•

if the present fair saleable value of our and its assets were less than the amount that would be required to pay our or its probable liability on existing debts, including contingent liabilities, as they become absolute and mature, or



•

we or it could not pay our or its debts as they become due.

        On the basis of historical financial information, recent operating history and other factors, we and each guarantor believe that we, and they, after giving effect to the indebtedness incurred in the offering of the outstanding notes and the amendment of our senior credit facility, will not be insolvent, will not have unreasonably small capital for the business in which we or they are engaged and will not have incurred debts beyond our or their ability to pay the debts as they mature. There can be no assurance, however, as to what standard a court would apply in making its determinations or that a court would agree with our or our guarantors' conclusions in this regard.

Treatment of collateral in bankruptcy—Rights of holders of exchange notes in the collateral may be adversely affected by bankruptcy proceedings.

        The right of the collateral agent to repossess and dispose of the collateral securing the exchange notes upon acceleration is likely to be significantly impaired by federal bankruptcy law if bankruptcy proceedings are commenced by or against us prior to or possibly even after the collateral agent has repossessed and disposed of the collateral. Under the U.S. Bankruptcy Code, a secured creditor, such as the collateral agent, is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from a debtor, without bankruptcy court approval. Moreover, bankruptcy law permits the debtor to continue to retain and to use collateral, and the proceeds, products, rents, or profits of the collateral, even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given "adequate protection." The meaning of the term "adequate protection" may vary according to circumstances, but it is intended in general to protect the value of the secured creditor's interest in the collateral and may include cash payments or the granting of additional security, if and at such time as the court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition or any use of the collateral by the debtor during the pendency of the bankruptcy case. In view of the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the exchange notes could be delayed following commencement of a bankruptcy case, whether or when the collateral agent would repossess or dispose of the collateral, or whether or to what extent holders of the exchange notes would be compensated for any delay in payment or loss of value of the collateral

21

through the requirements of "adequate protection." In certain circumstances, the security documents require the holders to waive this right to adequate protection. Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the exchange notes, the holders of the exchange notes would have "undersecured claims" as to the difference. Federal bankruptcy laws do not permit the payment or accrual of interest, costs, and attorneys' fees for "undersecured claims" during the debtor's bankruptcy case.

Failure to perfect security interests—Rights of holders of exchange notes in the collateral may be adversely affected by the failure to perfect security interests in certain collateral.

        The security interest in the collateral securing the exchange notes includes domestic assets, both tangible and intangible, whether now owed or acquired or arising in the future. Applicable law requires that certain property and rights acquired after the grant of a general security interest can only be perfected at the time such property and rights are acquired and identified. There can be no assurance that the trustee or the collateral agent will monitor, or that we will inform the trustee or the collateral agent of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the security interest in such after acquired collateral. Such failure may result in the loss of the security interest therein or the priority of the security interest in favor of the exchange notes against third parties. In addition certain existing collateral comprised of, among other things, cash and cash accounts and letter of credit rights have not been perfected with respect to our obligations under the senior credit facility and will not be perfected with respect to the exchange notes.

Volatile trading price—The market price for the securities may be volatile.

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes offered hereby. The market for the exchange notes, if any, may be subject to similar disruptions. Any such disruptions may adversely affect the value of your exchange notes.

Failure to tender your outstanding notes—If you do not properly tender your outstanding notes, you will continue to hold unregistered outstanding notes and your ability to transfer outstanding notes will be adversely affected.

        We will only issue exchange notes in exchange for outstanding notes that are timely received by the exchange agent together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the outstanding notes and you should carefully follow the instructions on how to tender your outstanding notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the outstanding notes. If you do not tender your outstanding notes or if we do not accept your outstanding notes because you did not tender your outstanding notes properly, then, after we consummate the exchange offer, you may continue to hold outstanding notes that are subject to the existing transfer restrictions. In addition, if you tender your outstanding notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are a broker-dealer that receives exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes. After the exchange offer is consummated, if you continue to hold any outstanding notes, you may have difficulty selling them because there will be less outstanding notes outstanding. In addition, if a large amount of outstanding notes are not tendered or are tendered improperly, the limited amount of exchange notes that would be issued and outstanding after we consummate the exchange offer could lower the market price of such exchange notes.

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FORWARD-LOOKING STATEMENTS

        This prospectus and the information incorporated by reference contain forward-looking statements. These statements relate to our intentions, beliefs, projections, estimations or forecasts of future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, or performance to be materially different from those expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by use of words such as "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "target," "project," "intend," "believe," "estimate," "predict," "potential," "pro forma," "seek," "likely" or "continue" or other comparable terminology. These statements are only predictions, and we can give no assurance that these expectations will prove to be correct. Factors which could cause our actual results to differ materially from those projected, forecasted or estimated by us in forward-looking statements, include, but are not limited to:

•

levels of federal, state and local government spending on public infrastructure projects;



•

our ability to increase manufacturing efficiency, leverage our purchasing power and broaden our distribution network;



•

our ability to implement the remaining phases of our restructuring plan;



•

our ability to successfully identify, complete and integrate acquisitions;



•

our ability to develop new applications for our existing products;



•

the competitive nature of our industry in general, as well as our specific market areas;



•

changes in prevailing interest rates and the availability of and terms of financing to fund the anticipated growth of our business;



•

changes in costs of goods and services;



•

economic conditions in general, as well as in our specific market areas;



•

labor disturbances; and



•

the other factors described in this prospectus.

        We undertake no obligation, other than as may be required under the federal securities laws, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. We do not assume responsibility for the accuracy and completeness of the forward-looking statements. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under "Risk Factors." We here described all material risks known to us as of the date of this prospectus under "Risk Factors." We caution you that these risk factors may not be exhaustive. We operate in a continually changing business environment, and new risk factors emerge from time to time. We cannot predict these new risk factors, nor can we assess the impact, if any, of the new risk factors on our businesses or the extent to which any factor or combination of factors may cause actual results to differ materially from those expressed or implied by any forward-looking statements. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur. You should carefully read this prospectus and the documents incorporated by reference in their entirety. They contain information that you should consider when making your investment decision.

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THE EXCHANGE OFFER

Purpose and Effect

        Together with the sale by us of the outstanding notes on June 9, 2003, we, and our subsidiary guarantors, entered into a registration rights agreement, dated June 9, 2003, with the placement agents of the outstanding notes, which requires that we file a registration statement under the Securities Act, at our own expense, with respect to the exchange notes and, upon the effectiveness of that registration statement, offer to the holders of the outstanding notes the opportunity to exchange their outstanding notes for a like principal amount of exchange notes. The exchange notes will be issued without a restrictive legend and generally may be reoffered and resold without registration under the Securities Act. The registration rights agreement further provides that we must use all commercially reasonable efforts to cause the registration statement with respect to the exchange offer to be declared effective within 180 days of the issue date of the outstanding notes. It further provides that we must use all commercially reasonable efforts to consummate the exchange offer within 60 days after the effective date of our registration statement.

        Except as described below, upon the completion of the exchange offer, our obligations with respect to the registration of the outstanding notes and the exchange notes will terminate. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part, and this summary of the material provisions of the registration rights agreement does not purport to be complete. As a result of the timely filing and the effectiveness of the registration statement, we will not have to pay certain additional interest on the outstanding notes as provided in the registration rights agreement. Following the completion of the exchange offer, holders of outstanding notes not tendered will not have any further registration rights other than as set forth in the paragraphs below, and those outstanding notes will continue to be subject to certain restrictions on transfer. Accordingly, the liquidity of the market for the outstanding notes could be adversely affected upon consummation of the exchange offer.

        In order to participate in the exchange offer, a holder must represent to us, among other things, that:

•

any exchange notes to received by it will be acquired in the ordinary course of business;



•

at the time of the commencement of the exchange offer, it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act;



•

it is not an "affiliate" (as defined in Rule 405 of the Securities Act) of ours;



•

if the holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of exchange notes; and



•

if the holder is a broker-dealer, that it will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, and that it will deliver a prospectus in connection with any resale of such exchange notes.

        Under certain circumstances specified in the registration rights agreement, we may be required to file a "shelf" registration statement for a continuous offering in connection with the outstanding notes pursuant to Rule 415 under the Securities Act.

        Based on an interpretation by the SEC's staff set forth in no-action letters issued to third parties unrelated to us, we believe that, with the exceptions set forth below, the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by the holder of exchange

24

notes without compliance with the registration and prospectus delivery requirements of the Securities Act, unless the holder:

•

acquired the exchange notes other than in the ordinary course of the holder's business;



•

has an arrangement with any person to engage in the distribution of exchange notes;



•

is an "affiliate" of ours, within the meaning of Rule 405 under the Securities Act; or



•

is a broker-dealer who purchased outstanding notes directly from us for resale under Rule 144A or Regulation S or any other available exemption under the Securities Act.

        Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes cannot rely on this interpretation by the SEC's staff and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See "Plan of Distribution." Broker-dealers who acquired outstanding notes directly from us and not as a result of market making activities or other trading activities may not rely on the SEC's staff's interpretations discussed above or participate in the exchange offer and must comply with the prospectus delivery requirements of the Securities Act in order to sell the outstanding notes.

Terms of the Exchange Offer

        Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all outstanding notes validly tendered and not withdrawn prior 5:00 p.m., New York City time, on                            , 2004 or such date and time to which we extend the offer.

        The exchange notes will evidence the same debt as the outstanding notes and will be issued under the terms of, and entitled to the benefits of, the applicable indenture relating to the outstanding notes.

        As of the date of this prospectus, notes representing $165.0 million in aggregate principal amount of 10³/4% series A senior second secured notes due 2008 were outstanding and there was one registered holder, a nominee of The Depository Trust Company. This prospectus, together with the letter of transmittal, is being sent to the registered holder and to others believed to have beneficial interests in the outstanding notes. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated under the Exchange Act.

        We will be deemed to have accepted validly tendered outstanding notes when, as, and if we have given oral or written notice thereof to The Bank of New York, the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us. If any tendered outstanding notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth under the heading "—Conditions to the Exchange Offer" or otherwise, certificates for any such unaccepted outstanding notes will be returned, without expense, to the tendering holder of those outstanding notes promptly after the expiration date unless the exchange offer is extended.

        Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes in the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, applicable to the exchange offer. See "—Fees and Expenses."

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Expiration Date; Extensions; Amendments

        The expiration date shall be 5:00 p.m., New York City time, on                            , 2004, unless we, in our sole discretion, extend the exchange offer, in which case the expiration date shall be the latest date and time to which the exchange offer is extended. In order to extend the exchange offer, we will notify the exchange agent and each registered holder of any extension by oral or written notice prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. We reserve the right, in our sole discretion:

•

to delay accepting any outstanding notes, to extend the exchange offer or, if any of the conditions set forth under "Conditions to the Exchange Offer" shall not have been satisfied, to terminate the exchange offer, by giving oral or written notice of that delay, extension or termination to the exchange agent, or



•

to amend the terms of the exchange offer in any manner.

        In the event that we make a fundamental change to the terms of the exchange offer, we will file a post-effective amendment to the registration statement. Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date, all outstanding notes properly tendered unless the exchange offer is extended or terminated.

Procedures for Tendering

        Only a holder of outstanding notes may tender outstanding notes in the exchange offer. Except as set forth under the heading "—Book-Entry Transfer," to tender in the exchange offer a holder must complete, sign, and date the letter of transmittal, or a copy of the letter of transmittal, have the signatures on the letter of transmittal guaranteed if required by the letter of transmittal, and mail or otherwise deliver the letter of transmittal or copy to the exchange agent prior to the expiration date. In addition:

•

certificates for the outstanding notes must be received by the exchange agent along with the letter of transmittal prior to the expiration date;



•

a timely confirmation of a book-entry transfer, which we refer to as a book-entry confirmation, of the outstanding notes, if that procedure is available, into the exchange agent's account at The Depository Trust Company, which we refer to as the book-entry transfer facility, following the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date; or



•

you must comply with the guaranteed delivery procedures described below.

        To be tendered effectively, the letter of transmittal and other required documents must be received by the exchange agent at the address set forth under the heading "—Exchange Agent" prior to the expiration date.

        Your tender, if not withdrawn before the expiration date will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth herein and in the letter of transmittal.

        THE METHOD OF DELIVERY OF OUTSTANDING NOTES AND THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT YOUR ELECTION AND RISK. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT YOU USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR OUTSTANDING NOTES SHOULD BE SENT TO US. YOU MAY REQUEST YOUR BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THESE TRANSACTIONS FOR YOU.

26

        Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner's behalf. If the beneficial owner wishes to tender on the owner's own behalf, the owner must, prior to completing and executing the letter of transmittal and delivering the owner's outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in the beneficial owner's name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

        Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act, which we refer to as an eligible institution, unless outstanding notes tendered pursuant thereto are tendered:

•

by a registered holder who has not completed the box entitled "Special Registration Instruction" or "Special Delivery Instructions" on the letter of transmittal; or



•

for the account of an eligible institution.

        If signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantee must be by any eligible guarantor institution that is a member of or participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or an eligible institution.

        If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed in the letter of transmittal, the outstanding notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as that registered holder's name appears on the outstanding notes.

        If the letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal unless waived by us.

        All questions as to the validity, form, eligibility, including time of receipt, acceptance, and withdrawal of tendered outstanding notes will be determined by us in our sole discretion, and our determination will be final and binding. We reserve the absolute right to reject any and all outstanding notes not properly tendered or any outstanding notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we, the exchange agent, nor any other person shall incur any liability for failure to give that notification. Tenders of outstanding notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date, unless the exchange offer is extended.

        In addition, we reserve the right in our sole discretion to purchase or make offers for any outstanding notes that remain outstanding after the expiration date or, as set forth under the heading "—Conditions to the Exchange Offer," to terminate the exchange offer and, to the extent permitted by

27

applicable law, purchase outstanding notes in the open market, in privately negotiated transactions, or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer.

        By tendering, you will be representing to us that, among other things:

•

any exchange notes to be received by you will be acquired in the ordinary course of business;



•

you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act;



•

you are not an "affiliate" (within the meaning of Rule 405 under Securities Act) of ours; and



•

if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, that you will deliver a prospectus in connection with any resale of such exchange notes.

        In all cases, issuance of exchange notes for outstanding notes that are accepted for exchange in the exchange offer will be made only after timely receipt by the exchange agent of certificates for such outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent's account at the book-entry transfer facility, a properly completed and duly executed letter of transmittal or, with respect to The Depository Trust Company and its participants, electronic instructions in which the tendering holder acknowledges its receipt of and agreement to be bound by the letter of transmittal, and all other required documents. If any tendered outstanding notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if outstanding notes are submitted for a greater principal amount than the holder desires to exchange, such unaccepted or non-exchanged outstanding notes will be returned without expense to the tendering holder or, in the case of outstanding notes tendered by book-entry transfer into the exchange agent's account at the book-entry transfer facility according to the book-entry transfer procedures described below, those non-exchanged outstanding notes will be credited to an account maintained with that book-entry transfer facility, in each case, as promptly as practicable after the expiration or termination of the exchange offer.

        Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where those outstanding notes were acquired by such broker-dealer as a result of market making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. See "Plan of Distribution."

Book-Entry Transfer

        The exchange agent will make a request to establish an account with respect to the outstanding notes at the book-entry transfer facility for purposes of the exchange offer within two business days after the date of this prospectus, and any financial institution that is a participant in the book-entry transfer facility's systems may make book-entry delivery of outstanding notes being tendered by causing the book-entry transfer facility to transfer such outstanding notes into the exchange agent's account at the book-entry transfer facility in accordance with that book-entry transfer facility's procedures for transfer. However, although delivery of outstanding notes may be effected through book-entry transfer at the book-entry transfer facility, the letter of transmittal or copy of the letter of transmittal, with any required signature guarantees and any other required documents, must, in any case other than as set forth in the following paragraph, be transmitted to and received by the exchange agent at the address set forth under the heading "—Exchange Agent" on or prior to the expiration date or the guaranteed delivery procedures described below must be complied with.

        The Depository Trust Company's Automated Tender Offer Program, or ATOP, is the only method of processing exchange offers through The Depository Trust Company. To accept the exchange offer

28

through ATOP, participants in The Depository Trust Company must send electronic instructions to The Depository Trust Company through The Depository Trust Company's communication system instead of sending a signed, hard copy letter of transmittal. The Depository Trust Company is obligated to communicate those electronic instructions to the exchange agent. To tender outstanding notes through ATOP, the electronic instructions sent to The Depository Trust Company and transmitted by The Depository Trust Company to the exchange agent must contain the character by which the participant acknowledges its receipt of and agrees to be bound by the letter of transmittal.

Guaranteed Delivery Procedures

        If a registered holder of the outstanding notes desires to tender outstanding notes and the outstanding notes are not immediately available, or time will not permit that holder's outstanding notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

•

the tender is made through an eligible institution;



•

prior to the expiration date, the exchange agent receives from that eligible institution a properly completed and duly executed letter of transmittal or a facsimile of duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us, by telegram, telex, fax transmission, mail or hand delivery, setting forth the name and address of the holder of outstanding notes and the amount of outstanding notes tendered and stating that the tender is being made by guaranteed delivery and guaranteeing that within three New York Stock Exchange, Inc., or NYSE, trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation, as the case may be, will be deposited by the eligible institution with the exchange agent; and



•

the certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation, as the case may be, are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery.

Withdrawal Rights

        Tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

        For a withdrawal of a tender of outstanding notes to be effective, a written or, for The Depository Trust Company participants, electronic ATOP transmission notice of withdrawal, must be received by the exchange agent at its address set forth under the heading "—Exchange Agent" prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:

•

specify the name of the person having deposited the outstanding notes to be withdrawn, whom we refer to as the depositor;



•

identify the outstanding notes to be withdrawn, including the certificate number or numbers and principal amount of such outstanding notes;



•

be signed by the holder in the same manner as the original signature on the letter of transmittal by which such outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee register the transfer of such outstanding notes into the name of the person withdrawing the tender; and



•

specify the name in which any such outstanding notes are to be registered, if different from that of the depositor.

29

        All questions as to the validity, form, eligibility and time of receipt of such notices will be determined by us, whose determination shall be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder of those outstanding notes without cost to that holder as soon as practicable after withdrawal, rejection of tender, or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following one of the procedures under the heading "—Procedures for Tendering" at any time on or prior to the expiration date.

Conditions to the Exchange Offer

        Notwithstanding any other provision of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes and may terminate or amend the exchange offer if at any time before the acceptance of those outstanding notes for exchange or the exchange of the exchange notes for those outstanding notes, we determine that the exchange offer violates any applicable law or applicable interpretation of the Staff of the SEC.

        The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time before the expiration of the exchange offer. The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of those rights and each of those rights shall be deemed an ongoing right which may be asserted at any time and from time to time.

        In addition, we will not accept for exchange any outstanding notes tendered, and no exchange notes will be issued in exchange for those outstanding notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part. We are required to use commercially reasonable efforts to obtain the withdrawal of any stop order at the earliest possible time.

Exchange Agent

        All executed letters of transmittal should be directed to the exchange agent. The Bank of New York has been appointed as exchange agent for the exchange offer. Questions, requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

        BY REGISTERED OR CERTIFIED MAIL, HAND DELIVERY OR OVERNIGHT COURIER:

The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street—7 East
New York, NY 10286
Attn: Mr. Bernard Arsenec

BY FACSIMILE (ELIGIBLE INSTITUTIONS ONLY):

(212) 298-1915

FOR INFORMATION OR CONFIRMATION BY TELEPHONE:

(212) 895-5098

        Originals of all documents sent by facsimile should be sent promptly by registered or certified mail, by hand or by overnight delivery service.

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Fees and Expenses

        We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection therewith. We will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this and other related documents to the beneficial owners of the outstanding notes.

        We will pay the cash expenses to be incurred in connection with the exchange offer, which include fees and expenses of the exchange agent, trustee, registration fees, accounting, legal, printing and related fees and expenses.

Transfer Taxes

        Holders who tender their outstanding notes for exchange will not be obligated to pay any transfer taxes in connection with that tender or exchange, except that holders who instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax on those outstanding notes.

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USE OF PROCEEDS

        This exchange offer is intended to satisfy our obligations under the registration rights agreement, dated June 9, 2003, by and among us, our subsidiary guarantors and the placement agents for the outstanding notes. We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. We will receive in exchange outstanding notes in like principal amount. We will retire or cancel all of the outstanding notes tendered in the exchange offer.

        On June 9, 2003, we issued and sold the outstanding notes. The net proceeds of the offering of the outstanding notes, after deducting fees and expenses, was $156.9 million. We used the net proceeds from the offering of the outstanding notes to repay indebtedness outstanding under our senior credit facility.

        At September 26, 2003, we had $24.1 million of borrowings outstanding under our revolving credit facility. In order to complete the offering and sale of the outstanding notes, and apply the proceeds from the offering of the outstanding notes to the repayment of borrowings under our senior credit facility, we have recently amended this facility. See "Description of Other Indebtedness—Senior Credit Facility" for a description of the senior credit facility, as amended.

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CAPITALIZATION

        The following table sets forth our consolidated capitalization as of September 26, 2003. This table should be read in conjunction with the information contained in "Use of Proceeds," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as the consolidated financial statements and their related notes and the unaudited consolidated financial statements and their related notes included elsewhere in this prospectus.

			September 26, 2003
			(dollars in thousands)
Cash			$	1,668
Long-term debt, including current portion:
	Senior credit facility(1)		$	24,125
	Outstanding senior second secured notes(2)			157,201
	Outstanding senior subordinated notes(3)			146,012
	Other debt (including capitalized leases)			12,970
		Total long-term debt		340,308
	Shareholders' equity (deficit)			(2,814	)
	Total capitalization		$	337,494

(1)

As of November 15, 2003, we had $21.3 million outstanding under our revolving credit facility, excluding $5.9 million in letters of credit, and $22.8 million of availability under our revolving credit facility, subject to certain conditions.

(2)

Net of unamortized discount of $7.8 million.

(3)

Net of unamortized discount of $8.7 million.

33

UNAUDITED PRO FORMA FINANCIAL INFORMATION

        On July 29, 2003, we completed the acquisition of substantially all of the fixed assets and rental assets of Safway Formwork Systems, L.L.C. ("Safway Formwork") for $20.0 million. The purchase price has been allocated based on the estimated fair value of the assets acquired, as follows:

Rental equipment	$	20,035
Property, plant and equipment		500
Covenants not to compete		465
Payable for covenants not to compete		(465	)
Purchase price	$	20,535

        For more information regarding this acquisition, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Safway Formwork Acquisition."

        The following unaudited pro forma combined financial information is based upon the historical consolidated financial statements of us and Safway Formwork, adjusted to give effect to the acquisition. The unaudited pro forma combined statements of operations give effect to the acquisition as if it had occurred at the beginning of each period presented. The unaudited pro forma combined financial information does not give effect to any other transactions and does not purport to represent our results of operations had the acquisition in fact, occurred on such dates, or the results that can be expected for our company in the future. No benefits for costs expected to be eliminated under our ownership are included in the unaudited pro forma combined statements of operations.

        Certain evaluations included herein are preliminary estimates and are expected to change upon completion of appraisals and valuations. However, in the opinion of our management, the preliminary allocations are not expected to differ materially from the final allocations. The pro forma combined information should be read in conjunction with our historical consolidated financial statements and the notes thereto included elsewhere in this prospectus.

34

Unaudited Pro Forma Combined Statement of Operations
For the Year Ended December 31, 2002
(In thousands)

		Dayton Superior Corporation and Subsidiaries, for the year ended December 31, 2002, as Reported			Safway Formwork Systems, L.L.C., for the year ended September 30, 2002, as Reported			Pro Forma Adjustments Related to the Acquisition			Pro Forma Combined
		(as restated)
Net sales		$	398,737		$	28,700		$	(1,482	)(2)	$	425,955
Cost of sales			269,861			21,161			(1,221	)(2)		283,330
									38	(3)
									(6,509	)(6)
	Gross profit		128,876			7,539			6,210			142,625
Selling, general and administrative expenses			91,221			9,865			(185	)(3)		107,378
									6,477	(6)
Facility closing and severance expenses			5,399			—			—			5,399
Amortization of intangibles			603			—			—			603
	Income (loss) from operations		31,653			(2,326	)		(82	)		29,245
Other expenses
	Interest expense		33,967			950			32	(4)		34,949
Loss on disposals of property, plant, and equipment			1,115			—			—			1,115
Other expense			80			30			32	(6)		142
Income (loss) before provision (benefit) for income taxes and cumulative effect of change in accounting principle			(3,509	)		(3,306	)		(146	)		(6,961	)
Provision (benefit) for income taxes			(386	)		—			(1,312	)(5)		(1,698	)
Income (loss) before cumulative effect of change in accounting principle			(3,123	)		(3,306	)		1,166			(5,263	)
Cumulative effect of change in accounting principle, net of income tax benefit of $2,754 and $0, respectively			17,140			8,886			—			26,026
Net income (loss)		$	(20,263	)	$	(12,192	)	$	1,166		$	(31,289	)

35

Unaudited Pro Forma Combined Statement of Operations
For the Nine Fiscal Months Ended September 26, 2003
(In thousands)

		Dayton Superior Corporation and Subsidiaries, for the nine fiscal months ended September 26, 2003, as Reported			Safway Formwork Systems, L.L.C., for the seven fiscal months ended April 30, 2003 (1)			Pro Forma Adjustments Related to the Acquisition			Pro Forma Combined
Net sales		$	278,496		$	12,955		$	(235	)(2)	$	291,092
									(124	)(6)
Cost of sales			201,755			10,198			(185	)(2)		208,412
									143	(3)
									(3,499	)(6)
	Gross profit		76,741			2,757			3,182			82,680
Selling, general and administrative expenses			62,689			4,981			(84	)(3)		71,077
									3,491	(6)
Facility closing and severance expenses			1,243			—			—			1,243
Amortization of intangibles			443			—			—			443
	Income from operations		12,366			(2,224	)		(225	)		9,917
Other expenses
Interest expense			28,272			377			197	(4)		28,846
Loss on early extinguishment of long-term debt
			2,480			—			—			2,480
Other expense			164			102			(116	)(6)		150
Income (loss) before provision (benefit) for income taxes			(18,550	)		(2,703	)		(306	)		(21,559	)
Provision (benefit) for income taxes			(6,307	)		—			(1,023	)(5)		(7,330	)
Net income (loss)		$	(12,243	)	$	(2,703	)	$	717		$	(14,229	)

(1)

Our consolidated statement of operations for the nine months ended September 26, 2003 include two months of Safway Formwork and is combined with Safway Formwork's statement of operations for the seven months ended April 30, 2003, the first seven months of Safway Formwork's fiscal year.

(2)

To record the impact on net sales and cost of sales from excluding the related assets that were not acquired.

(3)

To record depreciation expense on rental equipment and property, plant, and equipment to conform Safway Formwork to our depreciation policy.

(4)

To record an increase in interest expense on the senior unsecured note payable to Safway Formwork and a decrease in interest expense for the elimination of Safway Formwork's interest expense.

(5)

To adjust the provision (benefit) for income taxes to the appropriate effective tax rate.

(6)

To record a reclassification of Safway Formwork's expenses to conform to our classification.

36

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following table sets forth selected historical consolidated financial information as of and for each of the years in the five-year period ended December 31, 2002 and as of and for the nine months ended September 27, 2002 and September 26, 2003. The selected historical financial information as of December 31, 1998, 1999 and 2000, and for each of the two years ended December 31, 1999 has been derived from our consolidated financial statements, which were audited by Arthur Andersen LLP, our former independent public accountants. The selected historical financial information as of December 31, 2001 and 2002, and for each of the three years ended December 31, 2002 have been derived from our restated consolidated financial statements, which have been audited by Deloitte & Touche LLP and our selected historical financial information as of and for the nine months ended September 27, 2002 and September 26, 2003 were derived from our unaudited consolidated financial statements. Our audited consolidated financial statements for the three years ended December 31, 2002 and our unaudited consolidated financial statements for each of the three months ended September 27, 2002 and September 26, 2003 are included elsewhere in this prospectus. You should read the following table together with the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section below and our restated consolidated financial statements and their related notes and our unaudited consolidated financial statements and their related notes included elsewhere in this prospectus.

	Year Ended December 31,														Nine Months Ended
	1998			1999		2000			2001			2002			September 27, 2002			September 26, 2003
						(as restated)
	(dollars in thousands)
									(as restated)			(as restated)			(as restated)
Statement of Operations Data:
Net sales(1)	$	282,849		$	322,170	$	387,068		$	415,491		$	398,737		$	305,512		$	278,496
Cost of sales(1)		178,499			201,445		248,746			276,221			269,861			205,785			201,755
Gross profit		104,350			120,725		138,322			139,270			128,876			99,727			76,741
Selling, general and administrative expenses		72,316			79,819		92,941			97,532			91,221			67,365			62,689
Facility closing and severance expenses(2)		—			—		2,517			7,360			5,399			2,859			1,243
Amortization of goodwill and intangibles		2,213			2,369		2,508			3,912			603			301			443
Income from operations		29,821			38,537		40,356			30,466			31,653			29,202			12,366
Interest expense, net		11,703			11,661		22,574			35,024			33,967			24,881			28,272
Lawsuit judgment		—			—		15,341(3)			—			—			—			—
Loss on early extinguishment of long-term debt		—			—		7,761(4)			—			—			—			2,480(5)
Loss on disposals of property, plant and equipment										—			1,115			—			—
Other expense (income), net		(202	)		230		293			95			80			209			164
Income (loss) before provision (benefit) for income taxes and cumulative effect of change in accounting principle		18,320			26,646		(5,613	)		(4,653	)		(3,509	)		4,112			(18,550	)
Provision (benefit) for income taxes		8,244			11,991		(1,478	)		(1,179	)		(386	)		1,645			(6,307	)
Income (loss) before cumulative effect of change in accounting principle		10,076			14,655		(4,135	)		(3,474	)		(3,123	)		2,467			(12,243	)
Cumulative effect of change in accounting principle, net of income tax benefit		—			—		—			—			(17,140	)(6)		(17,140	)		—
Net income (loss)		10,076			14,655		(4,135	)		(3,474	)		(20,263	)		(14,673	)		(12,243	)
Dividends on company-obligated mandatorily redeemable convertible trust preferred securities, net of income tax benefit		—			320		583			—			—			—			—
Net income (loss) available to common shareholders	$	10,076		$	14,335	$	(4,718	)	$	(3,474	)	$	(20,263	)	$	(14,673	)	$	(12,243	)

37

	Year Ended December 31,											Nine Months Ended
	1998		1999		2000		2001		2002			September 27, 2002(1)			September 26, 2003
	(dollars in thousands)
Other Financial Data:
Depreciation and amortization	$	12,289	$	14,086	$	15,121	$	22,202	$	21,453		$	15,390		$	18,553
Property, plant and equipment additions, net		6,118		7,469		11,483		9,755		9,267			6,391			5,850
Rental equipment additions, net		6,783		4,052		801		3,191		(17,230	)		(12,233	)		(4,689	)
Balance Sheet Data (at period end):
Working capital	$	39,727	$	50,469	$	60,868	$	56,943	$	65,751		$	78,512		$	88,972
Goodwill and intangibles		70,130		75,522		97,044		136,626		115,733			116,645			113,844
Total assets		253,620		278,679		335,418		396,843		373,971			388,625			410,695
Long-term debt (including current portion)		118,205		105,173		245,925		291,946		299,536			306,127			340,308
Convertible trust preferred securities		—		19,556		—		—		—			—			—
Shareholders' equity (deficit)		74,588		88,772		13,196		16,721		(4,241	)		(2,262	)		(2,814	)

(1)

Our financial statements for the years ended December 31, 2000, 2001 and 2002 and the nine-month period ended September 27, 2002, have been restated to reflect the application of Emerging Issues Task Force (EITF) 00-10 "Accounting for Shipping and Handling Fees and Costs" for those periods. Our financial statements for the years ended December 31, 1998 and 1999 have not been restated as it is impracticable for us to obtain the data.

(2)

During 2000, we approved and began implementing a plan to consolidate a number of our existing operations, and from 2001 through the first three quarters of 2003, we approved and implemented several plans to exit additional manufacturing and distribution facilities and reduce overall headcount to keep our cost structure aligned with our net sales. We describe the facility closing and severance expenses relating to these consolidation efforts in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Facility Closing and Severance Expenses."

(3)

Symons was a defendant in a civil suit brought by EFCO Corp., a competitor of Symons in one portion of their business. In October 2000, Symons satisfied a judgment of $14.1 million, post-judgment interest of $1.1 million, and defense costs of $0.1 million, by payment to EFCO from our cash on hand and from our revolving credit facility.

(4)

During June 2000, in connection with the recapitalization, we refinanced our then-existing bank indebtedness. Additionally, the Dayton Superior Capital Trust, which held solely debentures, was dissolved. The company-obligated mandatorily redeemable convertible trust preferred securities converted to debentures having the right to receive cash in the amount of $22.00, plus accrued dividends, per preferred security. As a result we recorded a loss in 2000 of $7.8 million, comprised of the following:

Expense deferred financing costs on previous long-term debt	$	2.7
Prepayment premium on extinguishments of long-term debt and interest rate swap agreements		0.5
Expense issuance costs on company-obligated mandatorily redeemable convertible trust preferred securities		1.7
Prepayment premium on conversion of company-obligated mandatorily redeemable convertible trust preferred securities into debentures		2.1
Financing cost for unused long-term debt commitment		0.8
	$	7.8

The loss was recorded as an extraordinary loss in 2000 and subsequently reclassified as an ordinary loss as a result of the Company's adoption in 2003 of SFAS No. 145, "Rescission of FASB Statement Nos. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections."

(5)

During June 2003, we completed an offering of $165.0 million in aggregate principal amount of our 10³/4% senior second secured notes due 2008. As a result, we recorded a loss of $2.6 million, comprised of $2.5 million of expense of deferred financing costs on previous long-term debt and $0.1 million in payments to those debtholders. During June 2003, we repurchased a portion of our 13% senior subordinated notes due 2009. We repurchased a principal amount of $15.3 million with a net book value of $14.4 million for $14.3 million, resulting in a gain of $0.1 million.

(6)

We adopted SFAS No. 142 effective January 1, 2002. As a result of adopting SFAS No. 142, we recorded a non-cash charge in 2002 of $17.1 million ($19.9 million of goodwill, less an income tax benefit of $2.8 million), which is reflected as a cumulative effect of change in accounting principle. This amount does not affect our ongoing operations. The goodwill arose from the acquisitions of Dur-O-Wal in 1995, Southern Construction Products in 1999, and Polytite in 2000, all of which manufacture and sell metal accessories used in masonry construction. The masonry products market has experienced weaker markets and significant price competition, which has had a negative impact on the product line's earnings and fair value.

38

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The statements in this discussion regarding the industry outlook, our expectations regarding the future performance of our businesses, and the other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including but not limited to the risks and uncertainties described in the "Risk Factors" section. You should read the following discussion of our results of operations and financial condition together with the sections entitled "Risk Factors" and "Selected Historical Consolidated Financial Data" and with the consolidated financial statements and their related notes and unaudited consolidated financial statements and their related notes included elsewhere in this prospectus.

Overview

        Founded in 1924, we believe we are the largest North American manufacturer and distributor of metal accessories and forms used in concrete construction and a leading manufacturer of metal accessories used in masonry construction in terms of revenues. Although almost all of our products are used in concrete or masonry construction, the function and nature of the products differ widely. In 2000, we added to our construction chemicals product line with the acquisition of Conspec, which manufactures and sells chemicals under the names Conspec and Edoco. In 2001, we acquired Aztec Concrete Accessories, Inc., a manufacturer of plastic products for the construction industry, primarily in the Western United States. We also have expanded our business units through additional smaller acquisitions.

        In an effort to reduce costs and enhance customer responsiveness, effective January 1, 2003 we reorganized our company from six autonomous manufacturing and sales divisions into two sales units (CPG and Symons) and a new product fulfillment unit (Supply Chain). CPG and Symons are primarily responsible for sales, customer service and new product development. As part of this effort, we reorganized most of our manufacturing and distribution operations into our Supply Chain unit, which manufactures and distributes our products in support of CPG and Symons.

        CPG.    CPG derives its revenues from the sale of products primarily to independent distributors and contractors. We also provide some equipment on a rental basis. CPG obtains the majority of the products it sells from the Supply Chain product fulfillment group and manufactures its chemicals product line. Cost of sales for CPG consists primarily of purchased steel and other raw materials, as well as the costs associated with manufacturing, assembly, testing, and associated overhead. Orders from customers for our paving products are affected by state and local governmental infrastructure expenditures and their related bid processes. Due to the project-oriented nature of paving jobs, these products generally are made to order. As a result of all of the foregoing, product inventories are maintained at relatively low levels.

        Symons.    Symons derives its revenues from the sale and rental of engineered, reusable modular forming systems and related accessories to independent distributors and contractors. Sales of both new and used concrete forming systems and specific consumables generally represent approximately two-thirds of the revenues of this business unit, and rentals represent the remaining one-third. This business unit's products include systems with steel frames and a plywood face, also known as Steel-Ply®, and systems that use steel in both the frame and face. Symons obtains Steel-Ply® forms from the Supply Chain product fulfillment group and manufactures and assembles or outsources some of the manufacturing involved in some of the other all-steel forms. This outsourcing strategy allows us to fulfill larger orders without increased overhead. Cost of sales for Symons consists primarily of purchased steel and specialty plywood, and other raw materials, depreciation and maintenance of rental equipment, and the costs associated with manufacturing, assembly and overhead.

        Supply Chain.    As part of our reorganization, effective January 1, 2003, we reorganized most of our manufacturing and distribution operations into Supply Chain, our new product fulfillment unit,

39

which manufactures and distributes our products in support of CPG and Symons. In addition to manufacturing Steel-Ply® forms for Symons, we design and manufacture or customize most of the machines we use to produce concrete accessories, and these proprietary designs allow for quick changeover of machine set-ups. This flexibility, together with our extensive distribution system, enables CPG to deliver many of its concrete accessories within 24 hours of a customer order.

        For segment reporting purposes, we include Supply Chain within CPG.

Restatement

        As previously disclosed in our quarterly report on Form 10-Q for the three months ended June 27, 2003, filed on August 13, 2003, we have recently completed a restatement of certain of our financial statements for fiscal years 2000 through the fiscal quarter ended March 28, 2003, in order to reflect the application of Emerging Issues Task Force (EITF) 00-10 "Accounting for Shipping and Handling Fees and Costs" in our financial statements for those periods. The following Management's Discussion and Analysis gives effect to the restatements.

Safway Formwork Acquisition

        On July 29, 2003 we completed the acquisition of substantially all of the fixed assets and rental fleet assets of Safway Formwork Systems, L.L.C. ("Safway Formwork") for $20.0 million. Safway Formwork is a subsidiary of Safway Services, Inc., whose ultimate parent is ThyssenKrupp AG, or TK, a publicly traded company in Germany. The purchase price was comprised of $13.0 million in cash and a non-interest bearing (other than in the case of default) senior unsecured note with a present value of $7.0 million payable to the seller. The note was issued at a discount, which will be accreted to the face value using the effective interest method and will be reflected as interest expense. The face value of the note is $12.0 million. The first $250,000 installment payment on the note was paid on September 30, 2003, and an additional $750,000 installment payment is due on December 31, 2003. Thereafter, annual payments of $1.0 million are due on September 30 of each year from 2004 through 2008, with a final balloon payment of $6.0 million due on December 31, 2008. For purposes of calculating the net present value of the senior unsecured note, we have assumed an interest rate of 14.5%. The $13.0 million of cash was funded through our sale of 541,667 of our common shares valued at $13.0 million to our majority shareholder. The common shares were valued at $24.00 per share based on an independent third party appraisal as of December 31, 2002.

        Headquartered near Milwaukee, Wisconsin, Safway Formwork sells and rents concrete forming and shoring systems, principally European style products designed and manufactured by TK's affiliated European concrete forming and shoring business, to a national customer base. For the period from October 1, 2002 through July 25, 2003, Safway Formwork had revenues of $17.0 million. By acquiring the Safway Formwork rental fleet assets, which had a gross book value at July 25, 2003 of approximately $41.8 million, we expect to increase our presence in the concrete forming and shoring systems business and expand our product offerings by advancing our plan to continue augmenting Symons' existing rental fleet with European clamping systems. As part of the asset acquisition we entered into an exclusive manufacturing and distribution agreement with certain of TK's affiliates under which we will be granted the exclusive right to manufacture, design, market, offer, sell and distribute certain European formwork products within the United States, Mexico and Canada. Safway Formwork has seven branch locations, six of which are in identical markets as Symons' branches. As a result, we believe there are significant potential cost savings from eliminating redundant branch costs. We only assumed certain of the branch leases as part of the transactions contemplated by the acquisition. We believe there is little customer overlap between Safway Formwork and our company given their primary focus on selling and renting European style forming and shoring fleet, which should provide us with significant opportunities to cross-sell and rent our respective equipment fleets. The acquisition has been accounted for as a purchase, and the results of Safway Formwork have been included in our

40

consolidated financial statements from the date of acquisition. The purchase price has been allocated based on the fair value of the assets acquired and liabilities assumed.

Facility Closing and Severance Expenses

        During 2000, as a result of the acquisition of Conspec, we approved and began implementing a plan to consolidate certain of our existing operations. Activity for this plan for the years ended December 31, 2000, 2001 and 2002 and for the nine months ended September 26, 2003 was as follows:

		Involuntary Termination Benefits			Lease Termination Costs			Other Post- Closing Costs			Total
		(Amounts in thousands)
Facility closing and severance expenses		$	834		$	553		$	697		$	2,084
Items charged against reserve			(96	)		(13	)		(122	)		(231	)
	Balance, December 31, 2000		738			540			575			1,853
Facility closing and severance expenses			—			—			—			—
Items charged against reserve			(738	)		(50	)		(398	)		(1,186	)
	Balance, December 31, 2001		—			490			177			667
Facility closing and severance expenses			—			—			—			—
Items charged against reserve			—			(221	)		(84	)		(305	)
	Balance, December 31, 2002		—			269			93			362
Facility closing and severance expenses			—			—			—			—
Items charged against reserve			—			(43	)		(75	)		(118	)
	Balance, September 26, 2003	$	—		$	226		$	18		$	244

        The remaining lease termination costs are expected to be paid through 2007, and the remaining other post-closing costs are expected to be paid in the balance of 2003.

        During 2001, we approved and began implementing a plan to exit certain of our manufacturing and distribution facilities and to reduce overall headcount in order to keep our cost structure in alignment with net sales. Activity for this plan for the years ended December 31, 2001 and 2002 and for the nine months ended September 26, 2003 was as follows:

		Involuntary Termination Benefits			Lease Termination Costs			Relocation of Operations			Other Post- Closing Costs			Total
		(Amounts in thousands)
Facility closing and severance expenses		$	3,287		$	685		$	—		$	786		$	4,758
Items charged against reserve			(2,356	)		(161	)		—			—			(2,517	)
	Balance, December 31, 2001		931			524			—			786			2,241
Facility closing and severance expenses			—			—			108			—			108
Items charged against reserve			(931	)		(314	)		(108	)		(475	)		(1,828	)
	Balance, December 31, 2002		—			210			—			311			521
Facility closing and severance expenses			—			36			—			—			36
Items charged against reserve			—			(122	)		—			(311	)		(433	)
	Balance, September 26, 2003	$	—		$	124		$	—		$	—		$	124

        The remaining balance is expected to be paid through 2004.

        During 2002, we approved and began implementing a plan to exit certain of our distribution facilities and to reduce overall headcount in order to keep our cost structure in alignment with net

41

sales. Activity for this plan for the year ended December 31, 2002 and for the nine months ended September 26, 2003 was as follows:

		Involuntary Termination Benefits			Lease Termination Costs			Other Post- Closing Costs			Total
		(Amounts in thousands)
Facility closing and severance expenses		$	4,441		$	650		$	200		$	5,291
Items charged against reserve			(2,029	)		(566	)		(200	)		(2,795	)
	Balance, December 31, 2002		2,412			84			—			2,496
Facility closing and severance expenses			(35	)		—			—			(35	)
Items charged against reserve			(2,145	)		(84	)		—			(2,229	)
	Balance, September 26, 2003	$	232		$	—		$	—		$	232

        The remaining balance is expected to be paid through 2004.

        During 2003, we approved and began implementing a plan to exit certain of our manufacturing and distribution facilities and to reduce overall headcount in order to keep our cost structure in alignment with net sales. These costs are being expensed in accordance with SFAS No. 146. Activity for this plan for the nine months ended September 26, 2003, was as follows:

		Involuntary Termination Benefits			Lease Termination Costs		Other Post- Closing Costs			Total
		(Amounts in thousands)
Facility closing and severance expenses		$	827		$	—	$	415		$	1,242
Items charged against reserve			(827	)		—		(415	)		(1,242	)
	Balance, September 26, 2003	$	—		$	—	$	—		$	—

        The total expected cost for this plan is approximately $2.0 million.

Results of Operations

        The following table summarizes our results of operations as a percentage of net sales for the periods indicated:

	Year Ended December 31,						Nine fiscal months ended
	2000		2001		2002		September 26, 2003		September 27, 2002
	(As restated)								(As restated)
Net sales	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	64.3		66.5		67.7		72.4		67.4
Gross profit	35.7		33.5		32.3		27.6		32.6
Selling, general and administrative expenses	24.0		23.5		22.9		22.5		22.0
Facility closing and severance expenses	.7		1.8		1.4		0.4		0.9
Amortization of intangibles	.6		.9		.1		0.3		0.1
Income from operations	10.4		7.3		7.9		4.4		9.6
Interest expense	5.8		8.4		8.5		10.2		8.1
Loss on early extinguishment of long-term debt	2.0		—		—		0.8		—
Other expense	.1		—		—		0.1		0.2
Income (loss) before provision (benefit) for income taxes	(1.5	)	(1.1	)	(.9	)	(6.7	)	1.3
Provision (benefit) for income taxes	(.4	)	(.3	)	(.1	)	(2.3	)	0.5
Income (loss) before cumulative effect of change in accounting principle	(1.1	)	(.8	)	(.8	)	(4.4	)	0.8
Cumulative effect of change in accounting principle	—		—		(4.3	)	—		(5.6	)
Net Income (loss)	(1.1	)%	(.8	)%	(5.1	)%	(4.4	)%	(4.8	)%

42

Comparison of Nine Fiscal Months Ended September 26, 2003 and September 27, 2002

        Net Sales.    Net sales decreased $27.0 million, or 8.8%, to $278.5 million in the first three quarters of 2003 from $305.5 million in the first three quarters of 2002. The following table summarizes our net sales by segment:

	Nine fiscal months ended
	September 26, 2003					September 27, 2002
				(In Thousands)
	Net Sales			%		(as restated) Net Sales			%		% Change
CPG	$	202,805		72.8	%	$	224,931		73.6	%	(9.8	)%
Symons		91,670		32.9			97,680		32.0		(6.2	)
Intersegment eliminations		(15,979	)	(5.7	)		(17,099	)	(5.6	)	(6.6	)
Net sales	$	278,496		100.0	%	$	305,512		100.0	%	(8.8	)%

        CPG's net sales decreased $22.1 million, or 9.8%, to $202.8 million in the first nine months of 2003 from $224.9 million in the first nine months of 2002. This is primarily due to the weaker markets in the first nine months of 2003, compared to the same period in 2002.

        Symons' net sales decreased by 6.2% to $91.7 million, including $2.8 million from the acquisition of Safway, in the first nine months of 2003, compared to $97.7 million in the first nine months of 2002. This decrease was due to rental revenues, which declined by $7.9 million, and to lower sales of consumable products, which declined by $3.6 million, both due to the weaker markets in 2003. This was partially offset by sales of used rental fleet, which increased $5.5 million.

        Gross Profit.    Gross profit for the first nine months of 2003 was $76.7 million, a decrease of $23.0 million from $99.7 million in the first nine months of 2002. This was primarily due to the decreased revenues discussed previously. Higher operating expenses, such as steel, insurance, and depreciation, were offset by the cost savings realized from the implementation of the facility closing and severance plans.

        Gross profit was 27.6% of sales in the first nine months of 2003, decreasing from 32.6% in the first nine months of 2002. This was due primarily to the combination of lower mix of rental revenues and the impact of fixed costs on lower sales.

        Operating Expenses.    Selling, general and administrative expenses decreased $4.7 million to $62.7 million in the first nine months of 2003 from $67.4 million in the first nine months of 2002, primarily due to the cost savings realized from the implementation of the facility closing and severance plans. These were partially offset by the acquisition of Safway and higher operating expenses such as professional fees related to a re-evaluation of our distribution model, and hiring and severance costs related to management changes.

        Facility closing and severance expense during the first nine months of 2003 was $1.2 million, compared to $2.9 million in the first nine months of 2002.

        Amortization of intangibles was $0.4 million in the first three quarters of 2003, compared to $0.3 million in the first three quarters of 2002.

        Other Expenses.    Interest expense increased $3.4 million to $28.3 million in the first nine months of 2003 from $24.9 million in the first nine months of 2002. This was primarily due to the higher interest rate on the new senior second secured notes and higher borrowings.

        On June 9, 2003, we completed an offering of $165.0 million of senior second secured notes in a private placement. The proceeds of the offering of the senior second secured notes were used to repay our acquisition credit facility, term loan tranche A, term loan tranche B and a portion of the revolving

43

credit facility. As a result of these transactions, we incurred a loss on the early extinguishment of long-term debt of $2.5 million.

Income (Loss) Before Income Taxes and Cumulative Effect of Change in Accounting Principle. Income (loss) before income taxes and cumulative effect of change in accounting principle in the first nine months of 2003 was $(18.6) million, as compared to $4.1 million of income in the first nine months of 2002, and was comprised of the following:

	Nine fiscal months ended
	September 26, 2003			September 27, 2002
CPG	$	13,293		$	25,128
Symons		17,297			20,014
Corporate		(40,858	)		(32,406	)
Intersegment eliminations		(8,282	)		(8,624	)
Income (loss) before income taxes and cumulative effect of change in accounting principle	$	(18,550	)	$	4,112

        CPG's income before income taxes of $13.3 million in the first nine months of 2003 decreased from $25.1 million in the first nine months of 2002. This decrease was primarily due to the lower net sales volumes in 2003.

        Higher operating costs, such as steel, insurance, and professional services, were offset by the cost savings realized from the facility closing and severance plans implemented by management.

        Symons' income before income taxes was $17.3 million in the first nine months of 2003, compared to $20.0 million in the first nine months of 2002. This decrease was due primarily to the decrease in net sales. Higher depreciation and operating costs were offset by the cost savings realized from the facility closing and severance plans implemented by management.

        Corporate expenses increased to $40.9 million in the first nine months of 2003 from $32.4 million in the first nine months of 2002. This increase was due primarily to higher interest expense as a result of the higher interest rate on the new senior second secured notes, and the $2.5 million loss on early extinguishment of long-term debt discussed previously.

        Elimination of gross profit on intersegment sales was $8.3 million in the first nine months of 2003, compared to $8.6 million in the first nine months of 2002.

        Loss Before Cumulative Effect of Change in Accounting Principle. The effective tax rate in the first three quarters of 2003 was 34.0%. The loss before cumulative effect of change in accounting principle for the first three quarters of 2003 was $12.2 million, compared to $2.5 million in the first three quarters of 2002, due to the factors described above.

        Cumulative Effect of Change in Accounting Principle. We adopted SFAS 142 effective January 1, 2002. As a result of adopting SFAS No. 142, we recorded a non-cash charge in the first quarter of 2002 of $17.1 million ($19.9 million of goodwill, less an income tax benefit of $2.8 million), which is reflected as a cumulative effect of change in accounting principle. This amount does not affect our ongoing operations. The goodwill arose from the acquisitions of Dur-O-Wal in 1995, Southern Construction Products in 1999, and Polytite in 2000, all of which manufacture and sell metal accessories used in masonry construction. The masonry products market has experienced weaker markets and significant price competition, which has had a negative impact on the product line's earnings and fair value.

        Net Loss. The net loss for the first nine months of 2003 was $12.2 million, compared to a loss of $14.7 million in the first nine months of 2002, due to the factors described above.

44

Comparison of Years Ended December 31, 2001 and 2002

        Net Sales.    Our 2002 net sales were $398.7 million, a 4.0% decrease from $415.5 million in 2001. The following table summarizes our net sales by segment for the periods indicated:

		Years Ended December 31,
		2001					2002
												% Change
		Net Sales			%		Net Sales			%
					(restated) (dollars in thousands)
Construction Products Group		$	296,365		71.3	%	$	287,252		72.0	%	(3.1	)%
Symons			140,168		33.7			132,715		33.3		(5.3	)
Intersegment eliminations			(21,042	)	(5.0	)		(21,230	)	(5.3	)	0.9
	Net sales	$	415,491		100.0	%	$	398,737		100.0	%	(4.0	)%

        CPG's sales decreased by 3.1% to $287.3 million in 2002 from $296.4 million in 2001. This decrease was primarily due to unfavorable volume and pricing, as the construction products markets were weaker in 2002 compared to 2001.

        Symons' sales decreased by 5.3% to $132.7 million in 2002 from $140.2 million in 2001 due to unfavorable rental revenues and pricing, as the concrete forming systems markets were weaker in 2002 compared to 2001.

        Gross Profit.    Gross profit for 2002 was $128.9 million, a $10.4 million decrease from the $139.3 million reported for 2001. This was primarily due to the unfavorable volume and pricing discussed previously. In addition, a change in accounting estimate relating to the depreciable lives of a portion of the rental fleet reduced 2002 gross profit by $2.0 million. These were partially offset by the cost savings realized from the implementation of the 2001 and 2002 facility closing and headcount reduction plans. Gross profit was 32.3% of sales in 2002, decreasing from 33.5% in 2001. The decrease from 2001 was due to the unfavorable sales volume and pricing, a higher mix of lower gross profit paving products, a lower mix of higher gross profit Symons and concrete accessories products, a lower mix of higher gross profit rental revenues and higher medical and insurance costs. These were partially offset by a higher mix of sales of higher gross profit used rental fleet in the Symons segment, and the cost savings realized from the implementation of the 2001 and 2002 facility closing and headcount reduction plans.

        Operating Expenses.    Our selling, general, and administrative expenses decreased $6.3 million to $91.2 million in 2002 from $97.5 million in 2001, as a result of the cost reduction initiatives we implemented in 2001 and 2002.

        Facility closing and severance expenses in 2002 were approximately $5.4 million and approximately $7.4 million in 2001.

        Amortization of goodwill and intangibles decreased $3.3 million to $0.6 million in 2002 from $3.9 million in 2001, due to the adoption of SFAS No. 142 "Goodwill and Other Intangible Assets." This statement precludes amortization of goodwill for periods beginning after December 15, 2001. Instead, an annual review of the recoverability of the goodwill and intangible assets is required. Certain other intangible assets continue to be amortized over their estimated useful lives.

        Other Expenses.    Interest expense decreased to $34.0 million in 2002 from $35.0 million in 2001 primarily due to lower interest rates in 2002. The loss on disposals of property, plant and equipment was $1.1 million in 2002, which related to the write-off of certain assets that were disposed of in conjunction with our facility closing plans.

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Loss Before Benefit for Income Taxes, and Cumulative Effect of Change in Accounting Principle. The loss before income taxes and cumulative effect of change in accounting principle in 2002 was $3.5 million, as compared to $4.7 million in 2001, and was comprised of the following:

		Years Ended December 31,
		2001			2002
		(dollars in thousands)
Construction Products Group		$	29,315		$	28,265
Symons			31,324			27,076
Intersegment eliminations			(11,187	)		(11,032	)
Corporate, including interest expense			(54,105	)		(47,818	)
	Loss before benefit for income taxes, and cumulative effect of change in accounting principle	$	(4,653	)	$	(3,509	)

        CPG's income before provision for income taxes of $28.3 million in 2002 decreased from $29.3 million in 2001, due to the unfavorable sales volume and pricing. These were partially offset by the benefit of the cost reductions we implemented, lower amortization expense with the adoption of SFAS No. 142, and lower facility closing and severance expenses in 2002 compared to 2001.

        Symons' income before income taxes was $27.1 million in 2002, compared to $31.3 million in 2001. This was due to the decreased sales volume, unfavorable pricing and unfavorable mix of lower rental revenues due to weaker markets in 2002 compared to 2001. These were partially offset by the benefit of the cost reduction initiatives we implemented, and the increased sales of higher gross profit used rental fleet.

        Corporate expenses decreased to $47.8 million, including interest expense of $34.0 million, in 2002 from $54.1 million, including interest expense of $35.0 million, in 2001 due to lower facility closing and severance expenses, lower interest expense as a result of lower interest rates, and the benefit of the cost reduction initiatives we implemented.

        Elimination of gross profit on intersegment sales decreased to $11.0 million in 2002 from $11.1 million in 2001 due to the mix of intersegment sales.

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        Loss Before Cumulative Effect of Change in Accounting Principle.    The effective tax rate in 2002 was 11.0%, which is different from the statutory rate, primarily due to the unfavorable impact of permanent book/tax differences. The net loss before cumulative effect of change in accounting principle for 2002 was $3.1 million, compared to a loss of $3.5 million in 2001 due to the factors described above.

        Cumulative Effect of Change in Accounting Principle.    We adopted SFAS No. 142 effective January 1, 2002. As a result of adopting SFAS No. 142, we recorded a non-cash charge in 2002 of $17.1 million ($19.9 million of goodwill, less an income tax benefit of $2.8 million), which is reflected as a cumulative effect of change in accounting principle. This amount does not affect our ongoing operations or our cash flow. The goodwill arose from the acquisitions of Dur-O-Wal in 1995, Southern Construction Products in 1999, and Polytite in 2000, all of which manufacture and sell metal accessories used in masonry construction. The masonry products market has experienced weaker markets and significant price competition, which has had a negative impact on the product line's earnings and fair value.

        The following is a reconciliation from reported net loss to net loss adjusted for the amortization of goodwill:

		Years Ended December 31,
		2001			2002
		(dollars in thousands)
Net loss before cumulative effect of change in accounting principle, as reported		$	(3,474	)	$	(3,123	)
Amortization of goodwill, net of tax benefit			3,375			—
	Net loss before cumulative effect of change in accounting principle, as adjusted	$	(99	)	$	(3,123	)

        Net Loss.    The net loss for 2002 was $20.3 million, compared to a loss of $3.5 million in 2001 due to the factors described above.

Comparison of Years Ended December 31, 2000 and 2001

        Net Sales.    Our 2001 net sales reached a record $415.5 million, a 7.3% increase from $387.1 million in 2000.

        The following table summarizes our net sales by segment for the periods indicated:

		Years Ended December 31,
		2000					2001
												% Change
		Net Sales			%		Net Sales			%
		(As restated) (dollars in thousands)
Construction Products Group		$	264,016		68.2	%	$	296,365		71.3	%	12.3	%
Symons			142,873		36.9			140,168		33.7		(1.9	)
Intersegment eliminations			(19,821	)	(5.1	)		(21,042	)	(5.0	)	6.2
	Net sales	$	387,068		100.0	%	$	415,491		100.0	%	7.3	%

        CPG's sales increased by 12.3% to $296.4 million in 2001 from $264.0 million in 2000. This increase was primarily due to the acquisitions of Aztec, which contributed $19.7 million, and BarLock, which contributed $4.7 million as well as an increase in sales of paving products as a result of TEA-21, and the increased presence in California following the opening in late 2000 of a new manufacturing

47

facility in Modesto, California. This was partially offset by decreases in the other product lines due to our weaker markets in 2001 compared to 2000.

        Symons' sales decreased by 1.9% to $140.2 million in 2001 from $142.9 million in 2000 due primarily to weaker markets in 2001 compared to 2000.

        Gross Profit.    Gross profit for 2001 was $139.3 million, a $1.0 million increase over the $138.3 million reported for 2000. Gross profit increased $3.0 million due to the cost reduction initiatives we implemented. A change in accounting estimate relating to the depreciable lives of a portion of the rental fleet reduced 2001 gross profit by $2.3 million. Gross margin was 33.5% in 2001, decreasing from 35.7% in 2000. The decrease from 2000 was due to a higher mix of lower gross margin paving products, a lower mix of higher gross margin Symons products, lower margins achieved on masonry products due to price competition, higher freight and energy costs, and lower absorption of fixed costs.

        Operating Expenses.    Our selling, general, and administrative expenses increased $4.6 million to $97.5 million in 2001 from $92.9 million in 2000, as a result of recent acquisitions, which totaled approximately $6.3 million, offset partially by the cost reduction initiatives we implemented and the receipt of approximately $1.1 million, net of recovery expenses, from Royal Surplus Lines Insurance Co. of certain defense costs related to the EFCO litigation.

        Facility closing and severance expenses were approximately $7.4 million in 2001 and $2.5 million in 2000.

        Amortization of goodwill and intangibles increased to $3.9 million in 2001 from $2.5 million in 2000, due to the acquisitions of Aztec and BarLock in 2001, as well as the full year impact of goodwill amortization relating to the July 2000 Conspec acquisition.

        Other Expenses.    Interest expense increased to $35.0 million in 2001 from $22.6 million in 2000 primarily due to increased long-term debt resulting from the full year impact of the June 2000 recapitalization and the acquisitions of Aztec and BarLock.

        Symons was a defendant in a civil suit brought by EFCO Corp., a competitor of Symons in one portion of their business. EFCO Corp. alleged that Symons engaged in false advertising, misappropriation of trade secrets, intentional interference with contractual relations, and certain other activities. After a jury trial, preliminary damages of approximately $14.1 million were awarded against Symons in 1999, and both parties were enjoined from engaging in certain conduct. We recorded a $15.3 million charge in 2000 after its unsuccessful appeal.

        In October 2000, Symons satisfied the judgment of $14.1 million, post-judgment interest of $1.1 million, and reimbursement of EFCO's defense costs of $0.1 million, by payment to EFCO from our cash on hand and from our revolving credit facility.

        Symons has made a claim to its primary and excess insurance carriers for "advertising injury" and other claims under its insurance policies to recover its defense costs and for indemnification of the false advertising and the misappropriation of trade secrets portions of the EFCO judgment.

        As described in footnote 1 to our consolidated financial statements included elsewhere in this prospectus, our recapitalization resulted in a loss on early extinguishment of long-term debt of $7.8 million in 2000.

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Loss Before Benefit for Income Taxes. The loss before income taxes in 2001 was $4.7 million, as compared to $5.6 million in 2000, and was comprised of the following:

		Years Ended December 31,
		2000			2001
		(dollars in thousands)
Construction Products Group		$	30,157		$	29,315
Symons			16,709			31,324
Intersegment eliminations			(9,949	)		(11,187	)
Corporate, including interest expense			(42,530	)		(54,105	)
	Loss before benefit for income taxes	$	(5,613	)	$	(4,653	)

        CPG's income before provision for income taxes of $29.3 million in 2001 decreased from $30.2 million in 2000, despite the sales increase, due to higher mix of lower gross profit paving products, a lower mix of higher gross profit concrete accessories products and higher facility closing and severance expenses recorded in 2001. These were partially offset by the contributions from higher net sales and the cost reduction initiatives we implemented.

        Symons' income before income taxes was $31.3 million in 2001, compared to $16.7 million in 2000. The 2001 results included a $2.3 million charge for the change in accounting estimate. The 2000 results included a $15.3 million non-recurring lawsuit judgment. Excluding these items, the income before income taxes from Symons was $33.6 million for 2001 versus $32.0 million for 2000. This is due to a higher mix of higher gross margin sales of used forms and the cost reduction initiatives we implemented. These were partially offset by higher facility closing and severance expenses in 2001 and higher operating costs such as energy and freight.

        Corporate expenses increased to $54.1 million in 2001 from $42.5 million in 2000. This was due to the higher interest expense, which long-term to $35.0 million from $22.6 million and a loss of $7.8 million on early extinguishment of long-term debt, as a result of the June 2000 recapitalization, higher amortization expense as a result of the 2001 acquisitions of Aztec and BarLock, and higher facility closing and severance expenses.

        Elimination of gross profit on intersegment sales increased to $11.2 million in 2001 from $9.9 million in 2000 due to higher intersegment sales.

        Net Loss.    The effective tax rate in 2001 was 25.3%, which differs from the statutory rate due to the unfavorable impact of non-deductible goodwill amortization for purposes of determining taxable income (losses). The net loss for 2001 was $3.5 million, compared to $4.1 million in 2000 due to the factors described above.

Liquidity and Capital Resources

        Our key statistics for measuring liquidity and capital resources are net cash provided by operating activities, capital expenditures and amounts available under our revolving credit facility.

        Our capital requirements relate primarily to capital expenditures, debt service and the cost of acquisitions. Historically, our primary sources of financing have been cash from operations, borrowings under our revolving credit facility and the issuance of long-term debt and equity.

        Net cash used in operating activities in the first nine months of 2003 was $28.1 million, compared to $21.0 million in the first nine months of 2002. Net loss after non-cash adjustments was $8.1 million for the first nine months of 2003, compared to income of $5.2 million in the first nine months of 2002.

49

Changes in assets and liabilities resulted in a $20 million use of cash in the first nine months of 2003, as compared to $26.2 million in the first nine months of 2002.

        Net cash used in investing activities was $14.7 million in the first nine months of 2003, compared to $5.8 million in the first nine months of 2002. Property, plant and equipment additions decreased to $5.9 million in the first nine months of 2003 from $8.4 million in the first three quarters of 2002, as management continues to closely monitor our spending in a weak market. Rental equipment additions, net of rental equipment additions, were a $4.7 million in the first nine months of 2003, compared to a $12.2 million in the first nine months of 2002. This is due to the implementation of our plan to continue to augment traditional forming rental fleet with European clamping systems. During the third quarter of 2003, the cash portion of the acquisition of Safway was $13.5 million, including $0.5 million of acquisition costs. Our majority shareholders contributed $13.0 million for this acquisition. The $13.0 million of cash was funded through the issuance by us of 541,667 common shares valued at $13.0 million in the aggregate to our majority shareholder. The $0.5 million of acquisition costs was funded through borrowings on the revolving credit facility.

        As of September 26, 2003, our long-term debt consisted of the following:

	September 26, 2003
Revolving credit facility, weighted average interest rate of 4.8%	$	24,125
Senior Subordinated Notes, interest rate of 13.0%		154,729
Debt discount on Senior Subordinated Notes		(8,717	)
Senior Second Secured Notes, interest rate of 10.75%		165,000
Debt discount on Senior Second Secured Notes		(7,799	)
Senior Unsecured Note payable to seller of Safway, non-interest bearing, accreted at 14.5%		7,131
Debentures previously held by Dayton Superior Capital Trust, interest rate of 9.1%, due on demand		1,110
Capital lease obligations		4,666
City of Parsons, Kansas Economic Development Loan, interest rate of 7.0%		63
Total long-term debt		340,308
Less current maturities		(2,577	)
Long-term portion	$	337,731

        At September 26, 2003, of the $50.0 million revolving credit facility that was available to us, $24.1 million of borrowings were outstanding increased from $10.1 million outstanding as of December 31, 2002, along with $5.5 million of letters of credit, with the remaining $20.4 million available for borrowing.

        On June 9, 2003, we completed the offering of $165.0 million of the outstanding notes in a private placement. The proceeds of the offering, $156.9 million, net of discounts, were used to repay our acquisition credit facility, term loan tranche A, term loan tranche B and a portion of the revolving credit facility. In connection with the offering of the outstanding notes, we amended our senior credit facility to alter the security provisions and other covenants and eliminate certain mandatory prepayments and commitment reductions under the facility. See "Description of Other Indebtedness" for more information regarding the amendment.

        In June 2003, we repurchased $15.3 million in principal amount of Senior Subordinated Notes for $14.3 million with borrowings under the revolving credit facility.

        On January 30, 2004, we established an $80 million senior secured revolving credit facility, which was used to refinance our previous $50 million revolving credit facility. The new credit facility is

50

secured by the same assets that secured the previous credit facility. The new credit facility has no financial covenants and is subject to availability under a borrowing base calculation.

        At September 26, 2003, working capital was $89.0 million, compared to $65.8 million at December 31, 2002. The increase in working capital is attributable to normal seasonal working capital growth and the acquisition of Safway Formwork.

        We intend to pursue additional acquisitions that present opportunities to realize significant synergies, operating expense economies or overhead cost savings or to increase our market position. We regularly engage in discussions with respect to potential acquisitions and investments. There are no definitive agreements with respect to any material acquisitions at this time, and we cannot assure you that we will be able to reach an agreement with respect to any future acquisition. Our acquisition strategy may require substantial capital, and no assurance can be given that we will be able to raise any necessary funds on terms acceptable to us or at all. We intend to fund acquisitions with cash, securities or a combination of cash and securities.

        To the extent we use cash for all or part of any future acquisitions, we expect to raise the cash from our business operations, from borrowings under our senior credit facility or, if feasible and attractive, by issuing long-term debt or additional common shares. If we incur additional debt to finance acquisitions, our total interest expense will increase. See "Risk Factors—Risks associated with acquisitions."

        On July 29, 2003 we completed the acquisition of substantially all of the fixed assets and rental fleet assets of Safway Formwork Systems, L.L.C. for $20.0 million. Safway Formwork is a subsidiary of Safway Services, Inc., whose ultimate parent is ThyssenKrupp AG, or TK, a publicly traded company in Germany. The purchase price was comprised of $13.0 million in cash and a non-interest bearing (other than in the case of default) senior unsecured note with a present value of $7.0 million payable to the seller. The note was issued at a discount, which is being accreted to the face value using the effective interest method and is reflected as interest expense. The face value of the note is $12.0 million. The first $250,000 installment payment on the note was paid on September 30, 2003, and an additional $750,000 installment payment is due on December 31, 2003. Thereafter, annual payments of $1.0 million are due on September 30 of each year from 2004 through 2008, with a final balloon payment of $6.0 million due on December 31, 2008. For purposes of calculating the net present value of the senior unsecured note, the Company has assumed an interest rate of 14.5%. The $13.0 million of cash was funded through the issuance of 541,667 common shares valued at $13.0 million to the Company's majority shareholder. The common shares were valued at $24.00 per share in an independent third party appraisal completed in December, 2002.

        Our ability to make scheduled payments of principal of, or to pay the interest on, or to refinance, our indebtedness (including the exchange notes), or to fund planned capital expenditures and research and development will depend on our future performance, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Based on our current level of operations and anticipated operating improvements, management believes that cash flow from operations and available borrowings under our senior credit facility, will be adequate to meet our future liquidity for the foreseeable future. We cannot assure you, however, that our business will generate sufficient cash flow from operations, that operating improvements will be realized on schedule or that future borrowings will be available to us under our senior credit facility in an amount sufficient to enable us to pay our indebtedness, including the exchange notes, or to fund our other liquidity needs. We may from time to time seek to retire our outstanding debt or the exchange notes offered hereby through cash purchases and/or exchanges for equity securities, in open market purchases, in privately negotiated transactions or otherwise. Any such repurchases or exchanges will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. We may need to refinance all or a portion of our

51

indebtedness, including the exchange notes on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior credit facility, the senior subordinated exchange notes and the notes, on commercially reasonable terms or at all.

Commitments

        There were no significant changes to future payments under non-cancelable operating leases from December 31, 2002. Scheduled payments of long-term debt, future minimum lease payments under capital leases at September 26, 2003:

Year	Long-Term Debt		Capital Leases		Total
Balance of 2003	$	2,118	$	371	$	2,489
2004		1,032		1,176		2,208
2005		1,023		1,129		2,152
2006		25,125		808		25,933
2007		1,000		654		1,654
Thereafter		326,860		692		327,552
	$	357,158	$	4,830	$	361,988

Seasonality

        Our operations are seasonal in nature with approximately 55% of sales historically occurring in the second and third quarters. Working capital and borrowings fluctuate with the volume of our sales.

Inflation

        We do not believe inflation had a significant impact on our operations over the past two years. In the past, we have been able to pass along to our customers a portion of the increases in the price of steel, our principal raw material. We may not be able to pass on steel price increases in the future.

Critical Accounting Policies

        In preparing our consolidated financial statements, we follow accounting principles generally accepted in the United States. These principles require us to make certain estimates and apply judgments that affect our financial position and results of operations. We continually review our accounting policies and financial information disclosures. On an on-going basis, we evaluate our estimates, including those related to allowance for doubtful accounts, inventories, investments, long-lived assets, income taxes, insurance reserves, restructuring liabilities, environmental contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Inventories

        We value all inventories at the lower of first-in, first-out, or FIFO, cost or market and includes all costs directly associated with manufacturing products: materials, labor and manufacturing overhead. We provide net realizable value reserves which reflect our best estimate of the excess of the cost of potential obsolete and slow moving inventory over the expected net realizable value.

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Rental Equipment

        We manufacture rental equipment for resale and for rent to others on a short-term basis. We record rental equipment at the lower of FIFO cost or market and it is depreciated over the estimated useful life of the equipment, three to fifteen years, on a straight-line method.

Income Taxes

        We have generated deferred tax assets or liabilities due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance against deferred tax assets at the balance sheet date is not considered necessary because it is more likely than not the deferred tax assets will be fully realized. We record liabilities relating to income taxes utilizing known obligations and estimates of potential obligations.

Revenue Recognition

        We recognize revenue from product sales when the product is shipped from our facilities and risk of loss and title have passed to the customer or, at the customer's written request and where the customer has made a fixed commitment to purchase goods on a fixed schedule consistent with the customer's business and where risk of ownership has passed to the buyer, the goods are set-aside in storage and we do not retain any specific performance obligations such that the earning process is not complete. For transactions where we have not obtained customer acceptance, revenue is deferred until the terms of acceptance are satisfied. On rental equipment sales, revenue is recognized and recorded on the date of shipment. Rental revenues are recognized ratably over the terms of the rental agreements.

Insurance Reserves

        We are self-insured for certain of our group medical, workers' compensation and product and general liability claims. We have stop loss insurance coverage at various per occurrence and per annum levels depending on type of claim. We consult with third party administrators to estimate the reserves required for these claims. Actual claims experience can impact these calculations and, to the extent that subsequent claim costs vary from estimates, future earnings could be impacted and the impact could be material. We made no material revisions to the estimates for the years ended December 31, 2002, 2001 and 2000.

Pension Liabilities

        Pension and other retirement benefits, including all relevant assumptions required by U.S. GAAP, are evaluated each year. Due to the technical nature of retirement accounting, outside actuaries are used to provide assistance in calculating the estimated future obligations. Since there are many estimates and assumptions involved in retirement benefits, differences between actual future events and prior estimates and assumptions could result in adjustments to pension expenses and obligations. These assumptions include the discount rate, rate of increase in compensation levels, and the expected long-term rate of return on the related assets.

Accounts Receivable Allowance

        We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers deteriorates, resulting in an impairment of their ability to make payments, additional allowances may be required.

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        We have other loss exposures, such as facility closing and severance liabilities and litigation. Establishing loss reserves for these matters requires us to estimate and make judgments in regards to risk exposure and ultimate liability. We establish accruals for these exposures; however, if our exposure exceeds our estimates we could be required to record additional charges.

Recently Issued Accounting Pronouncements

        In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 requires that an obligation associated with the retirement of a tangible long-lived asset be recognized as a liability when incurred. Subsequent to initial measurement, an entity recognizes changes in the amount of the liability resulting from the passage of time and revisions to either the timing or amount of estimated cash flows. SFAS No. 143 is effective for financial statements issued for fiscal years beginning after June 15, 2002. The adoption of this pronouncement did not have a material impact on our consolidated financial position, results of operations or cash flows.

        In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This Statement supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30, "Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions," that address the disposal of a segment of a business. The Statement also amends Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to eliminate the exception to consolidation for a subsidiary for which control is likely to be temporary. The Statement is effective for financial statements issued for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years, and generally would be applied prospectively for disposal activities initiated by a commitment to a plan made after the entity's initial adoption of the Statement. The adoption of this pronouncement did not have a material impact on our consolidated financial position, results of operations or cash flows.

        In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements Nos. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 145 eliminates the requirement to classify gains and losses from the extinguishment of indebtedness as extraordinary, requires certain lease modifications to be treated the same as a sale-leaseback transaction, and makes other non-substantive technical corrections to existing pronouncements. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002, with earlier adoption encouraged. The adoption of this pronouncement in 2003 resulted in the reclassification in 2000 of the loss on the early extinguishment of long-term debt.

        In July 2002, the FASB issued Statement of SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." The standard requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Examples of costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring or other exit or disposal activity. Statement 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The adoption of this pronouncement did not have a material impact on our consolidated financial position, results of operations or cash flows.

        In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure." SFAS 148 amends FASB statement No. 123, "Accounting for Stock-Based Compensation." Although it does not require use of fair value method of accounting for stock-based employee compensation, it does provide alternative methods of transition. It also amends the disclosure provisions of Statement 123 and APB Opinion No. 28, "Interim Financial Reporting," to require disclosure in the summary of significant accounting policies of the effects of an entity's accounting

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policy with respect to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements. SFAS No. 148's amendment of the transition and annual disclosure requirements is effective for fiscal years ending after December 15, 2002. The amendment of disclosure requirements of Opinion No. 28 is effective for interim periods beginning after December 15, 2002. Although we have not changed to the fair value method, the disclosure requirements of this statement have been adopted.

        In November 2002, the FASB issued Interpretation (FIN) No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees Including Indirect Guarantees of Indebtedness of Others." FIN No. 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The disclosure requirements in this interpretation are required for financial statements of periods ending after December 15, 2002. The initial measurement provisions of the interpretation are applicable on a prospective basis for guarantees issued or modified after December 31, 2002. The adoption of this pronouncement did not have a material impact on our consolidated financial position, results of operations or cash flows.

        In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity." SFAS No. 150 requires certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity to be classified as liabilities. The provisions of SFAS 150 are effective for financial instruments entered into or modified after May 31, 2003 and to all other instruments that exist as of the beginning of the first interim financial reporting period beginning after June 15, 2003, except for mandatory redeemable financial instruments of a nonpublic entity, this statement shall be effective for periods beginning after December 15, 2003. Management is currently assessing the impact of this pronouncement and has not determined the impact on the Company's financial statements.

        In January 2003, the FASB issued Interpretation (FIN) No. 46, "Consolidation of Variable Interest Entities, an Interpretation of APB No. 50." FIN No. 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN No. 46 is effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN No. 46 must be applied for the first interim or annual period beginning after December 15, 2003. We do not believe this pronouncement will have a material impact on our consolidated financial position, results of operations or cash flows.

Quantitative and Qualitative Disclosures About Market Risk

        At September 26, 2003, we had financial instruments that were sensitive to changes in interest rates. At September 26, 2003, these financial instruments consisted of:

•

$154.7 million of senior subordinated notes, with a net book value of $146.0 million;



•

$165.0 million of senior second secured notes, with a net book value of $157.2 million;



•

$50.0 million revolving senior credit facility, $24.1 million of which was outstanding at September 26, 2003;



•

$4.7 million in capital lease obligations; and



•

$1.2 million in other fixed-rate, long-term debt.

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        The senior subordinated notes bear interest at 13.0% on the $154.7 million of principal and mature in 2009. The estimated fair value of the notes, based on a trading price of 89.0% of the principal amount at September 26, 2003, is $137.7 million.

        The senior second secured notes bear interest at 10.75% on the $165.0 million of principal and mature in 2008. The estimated fair value of the notes, based on a trading price of 101.8% of the principal amount at September 26, 2003, is $168.0 million.

        Our revolving credit facility has several interest rate options, which re-price on a short-term basis. Accordingly, the fair value of the credit facility approximates its $24.1 million face value. The weighted average interest rate at September 26, 2003 was 4.8%.

        Other long-term debt consists of $1.1 million of debentures previously held by the Dayton Superior Capital Trust, with a fair value of $1.8 million and a $0.1 million, 7.0% loan due in installments of $32,000 per year with an estimated fair value of $34 million.

        In the ordinary course of our business, we also are exposed to price changes in raw materials (particularly steel bar and rod and steel flat plate) and products purchased for resale. The prices of these items can change significantly due to changes in the markets in which our suppliers operate. We generally do not use financial instruments to manage our exposure to changes in commodity prices.

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BUSINESS

        We believe we are the largest North American manufacturer and distributor of metal accessories and forms used in concrete construction and a leading manufacturer of metal accessories used in masonry construction in terms of revenues. In many of our product lines, we believe we are the market leader in terms of revenues competing primarily in two segments of the construction industry: infrastructure construction, such as highways, bridges, utilities, water and waste treatment facilities and airport runways, and non-residential building, such as schools, stadiums, prisons, retail sites, commercial offices, hotels and manufacturing facilities. Our net sales were $398.7 million in 2002 and $278.5 million in the nine month period ended September 26, 2003. Our net losses were $20.3 million in 2002 and $12.2 million in the nine month period ended September 26, 2003.

        We derive our revenue from a mix of sales of consumable products (accessories, chemicals, etc.) and the sale and rental of engineered concrete forming equipment. Through our network of 48 service/distribution centers, we serve over 7,000 customers, comprised of independent distributors and a broad array of pre-cast concrete manufacturers, general contractors, subcontractors and metal fabricators. We sell most of our 20,000 products under well established, industry recognized brand names and manufacture the vast majority of these products "in-house." We believe that the breadth of our product offerings and national distribution network allow us to service the largest customer base in the industry by providing a "one-stop" alternative to our customers. We believe that none of our competitors can match our combination of product breadth and national reach. In addition, our nationwide customer base enables us to efficiently cross-sell our products and provides us with a platform from which we can broadly distribute newly developed and acquired product lines. Finally, our national customer base provides us with geographically dispersed sales, which can mitigate the effects of regional economic downturns.

        In an effort to reduce costs and enhance customer responsiveness, effective January 1, 2003 we reorganized our company from six autonomous manufacturing and sales divisions into two sales units (CPG and Symons) and a new product fulfillment unit (Supply Chain). CPG and Symons are primarily responsible for sales, customer service and new product development. As part of this effort, we reorganized most of our manufacturing and distribution operations into our Supply Chain unit, which manufactures and distributes our products in support of CPG and Symons.

Construction Products Group

        In terms of revenues, we believe that CPG is the leading North American supplier of:

•

concrete accessories, which are used for connecting forms for poured-in-place concrete walls, anchoring or bracing for walls and floors, supporting bridge framework and positioning steel reinforcing bars; and



•

welded dowel assemblies, which are paving products used in the construction and rehabilitation of concrete roads, highways and airport runways to extend the life of the pavement.

        In addition, CPG supplies:

•

masonry products, which are placed between layers of brick and concrete blocks and covered with mortar to provide additional strength to walls; and



•

chemicals, which can be used in conjunction with our construction products for various purposes including form release, bond breakers, curing compounds, liquid hardeners, sealers, water repellents, bonding agents, grouts and other uses related to the pouring and placement of concrete.

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        CPG had sales of $274.1 million (net of intercompany sales), or 68.7% of our total consolidated net sales in 2002 and $193.7 million (net of intercompany sales) or 70% of our total consolidated net sales in the nine month period ended September 26, 2003.

Symons

        We believe we are the leading North American manufacturer of concrete forming systems in terms of revenues, which are reusable, engineered forms and related accessories used in the construction of concrete walls, columns and bridge supports to hold concrete in place while it hardens. Symons both rents and sells its forms through a network of 17 company-operated distribution centers and through numerous third party distributors, some of whom also purchase accessories and chemicals from CPG. Sales of concrete forming systems and related accessories represented approximately 68% and rental revenue represented approximately 32% of Symons' total net sales in 2002. Symons had sales of $124.6 million (net of intercompany sales), or 31.3% of our total consolidated net sales in 2002 and $84.8 million (net of intercompany sales) or 30% of our total consolidated net sales in the nine month period ended September 26, 2003.

Industry

        The total value of construction put-in-place in 2002 was $857 billion, according to statistics published by the U.S. Department of Commerce. Over 90% of our net sales are derived from the infrastructure and non-residential construction segments, according to management's estimates. Furthermore, we believe that over two-thirds of our net sales are generated in the infrastructure and institutional construction segments, which have exhibited relatively stable growth over the past 30 years.

U.S. Construction
2002 Total value put-in-place

Infrastructure

        Infrastructure projects include highways, bridges, utilities, water and waste treatment facilities and airport runways. According to U.S. Department of Commerce statistics, the value put-in-place of infrastructure projects has steadily increased in 26 of the past 30 years, with a compounded annual growth rate of 5.2%.

        Compared to other segments of the construction industry, infrastructure construction is less dependent on general economic conditions, as funding for infrastructure projects often comes from federal, state and local taxes. In certain instances, infrastructure spending has increased notwithstanding a soft economy, as local, state and federal governments attempted to offset recessionary trends. The

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following illustrates the consistent growth in the value of infrastructure construction put-in-place over the past three decades:

Value of Construction Put-in-Place—Infrastructure

        The June 1998 enactment of TEA-21 will continue to have a significant positive impact on infrastructure spending through 2004. TEA-21 authorizes $218 billion in federal spending on highway and infrastructure projects through the year 2004 and represents a 44% increase over the 1991 Intermodal Surface Transportation Efficiency Act, the previous six-year federal program (which was funded at a higher level than its predecessor program). Unlike its predecessor program, funds under TEA-21 are mandated and not subject to the annual appropriations process.

        TEA-21 is due to be replaced with new legislation. Although this new legislation is expected to provide for as much or even more funding than TEA-21, it has not yet been finalized, and we cannot assure you that it will not be passed with a lower budget than we expect or that its passage will not be delayed.

Non-Residential

        Non-residential/institutional.    Institutional buildings include schools, government buildings and hospitals. According to U.S. Department of Commerce statistics, the value put-in-place of institutional related buildings has increased 29 of the past 30 years, with a compounded annual growth rate of 7.3%.

Value of Construction Put-in-Place—Institutional

We anticipate that the institutional segment will benefit from continuing growth in new school construction driven by demand from children of baby-boomers passing through the school age years.

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According to Census Bureau statistics, school enrollment in 2002 increased to a record number for the seventh consecutive year and the population of school age children between the ages of 5 and 19 will continue to increase through 2009. The historical growth in educational related construction, as demonstrated below, remains strong.

Value of Construction Put-in-Place—Education

        Non-residential/commercial.    Commercial buildings include retail sites, commercial offices, hotels and manufacturing facilities. According to U.S. Department of Commerce statistics, the value put-in-place of commercial buildings has increased in 22 out of the past 30 years, at a compounded annual growth rate of 5.0%.

Value of Construction Put-in-Place—Commercial

The commercial construction segment has historically been the most cyclical segment of the non-residential construction market. Beginning in the second half of 2000, this segment experienced a significant decline resulting in a 30% drop in the value of construction put-in-place between 2000 and 2002 according to the U.S. Department of Commerce. According to the U.S. Department of Commerce, the annual value of commercial construction put-in-place in 2002 reached $95 billion, a level not seen since 1996. In addition, vacancy rates for office and industrial facilities have increased significantly from 2000 levels. Specifically, according to CB Richard Ellis, office vacancy rates nationwide have risen from 8.6% in 2000 to 16.5% in 2002. Similarly, vacancy rates for industrial facilities have increased from 6.6% in 2000 to 11.2% in 2002. However, the increase in vacancy rates slowed significantly in the first nine months of 2003, increasing only to 16.8% for offices and increasing only to 11.4% for industrial facilities.

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Acquisitions

        The following table summarizes the acquisitions that we have made since the beginning of 1994 in chronological order:

Year	Business Acquired	Business Unit	Purchase Price (in millions)
1994	Alpha Rebar	Construction Products Group	$	0.1
1995	C&B Construction Supplies	Construction Products Group		0.2
1995	Dur-O-Wal	Construction Products Group		23.6
1996	Steel Structures	Construction Products Group		5.6
1997	Ironco	Construction Products Group		1.5
1997	Baron Steel	Construction Products Group		0.3
1997	Symons Corporation:			83.5
	Symons Division	Symons
	Richmond Screw Anchor Division	Construction Products Group
1998	Symons Concrete Forms (formerly known as CAI)	Symons		6.7
1998	Northwoods	Symons		0.8
1998	Secure	Construction Products Group		0.7
1999	Cempro	Construction Products Group		5.4
1999	Southern Construction Products	Construction Products Group		8.3
2000	Polytite Manufacturing Co.	Construction Products Group		1.6
2000	Conspec	Construction Products Group		24.3
2001	Aztec	Construction Products Group		32.8
2001	BarLock	Construction Products Group		9.9
2003	Safway Formwork Systems	Symons		20.0

Products

        Although almost all of our products are used in concrete or masonry construction, the function and nature of the products differ widely. Most of our products are consumable, providing us with a source of recurring revenue. In addition, while our products represent a relatively small portion of a construction project's total cost, our products assist in ensuring the on-time, quality completion of those projects. We continually attempt to increase the number of products we offer by using engineers and product development teams to introduce new products and refine existing products.

        CPG.    CPG manufactures and sells concrete accessories primarily under the Dayton/Richmond®, Aztec® and BarLock® brand names and masonry products under the Dur-O-Wal® brand name and paving products primarily under the American Highway Technology® name, but we also offer some paving products under the Dayton/Richmond® name.

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        CPG products include:

•

Wall-Forming Products. Wall-forming products include shaped metal ties and accessories that are used with modular forms to hold concrete in place when walls are poured at a construction site or are prefabricated off site. These products, which generally are not reusable, are made of wire or plastic or a combination of both materials. We generally manufacture these products on customized high-speed automatic equipment.



•

Bridge Deck Products. Bridge deck products are metal assemblies of varying designs used to support the formwork used by contractors in the construction and rehabilitation of bridges.



•

Bar Supports. Bar supports are non-structural steel, plastic, or cementitious supports used to position rebar within a horizontal slab or form to be filled with concrete. Metal bar supports are often plastic or epoxy coated, galvanized or equipped with plastic tips to prevent creating a conduit for corrosion of the embedded rebar.



•

Splicing Products. Splicing products are used to join two pieces of rebar together while at a construction site without the need for extensive preparation of the rebar ends.



•

Precast and Prestressed Concrete Construction Products. Precast and prestressed concrete construction products are metal assemblies of varying designs used in the manufacture of precast concrete panels and prestressed concrete beams and structural members. Precast concrete panels and prestressed concrete beams are fabricated away from the construction site and transported to the site. Precast concrete panels are used in the construction of prisons, freeway sound barrier walls, external building facades and other similar applications. Prestressed concrete beams use multiple strands of steel cable under tension embedded in concrete beams to provide rigidity and bearing strength, and often are used in the construction of bridges, parking garages and other applications where long, unsupported spans are required.



•

Tilt-Up Construction Products. Tilt-up construction products include a complete line of inserts, lifting hardware and adjustable beams used in the tilt-up method of construction, in which the concrete floor slab is used as part of a form for casting the walls of a building. After the cast walls have hardened on the floor slab, a crane is used to "tilt-up" the walls, which then are braced in place until they are secured to the rest of the structure. Tilt-up construction generally is considered to be a faster method of constructing low-rise buildings than conventional poured-in-place concrete construction. Some of our tilt-up construction products can be rented as well as sold.



•

Formliner Products. Formliner products include plastic and elastomeric products that adhere to the inside face of forms to provide shape to the surface of the concrete.



•

Chemical Products. Chemical products sold by CPG include a broad spectrum of chemicals for use in concrete construction, including form release agents, bond breakers, curing compounds, liquid hardeners, sealers, water repellents, bonding agents, grouts and epoxies, and other chemicals used in the pouring and placement of concrete and curing compounds used in concrete road construction.



•

Masonry Products. Masonry products are wire products sold under the Dur-O-Wal® name that improve the performance and longevity of masonry walls by providing crack control, greater elasticity and higher strength to withstand seismic shocks and better resistance to rain penetration.



•

Welded Dowel Assemblies. Welded dowel assemblies are used to transfer dynamic loads between two adjacent slabs of concrete roadway. Metal dowels are part of a dowel basket design that is imbedded in two adjacent slabs to transfer the weight of vehicles as they move over a road.

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•

Corrosive-Preventing Epoxy Coatings. Corrosive-preventing epoxy coatings are used for infrastructure construction products and a wide range of industrial and construction uses.

        Symons.    Symons manufactures, sells and rents reusable modular concrete forming systems primarily under the Symons® name.

        Symons products include:

•

Concrete Forming Systems. Concrete forming systems are reusable, engineered modular forms which hold liquid concrete in place on concrete construction jobs while it hardens. Standard forming systems are made of steel and plywood and are used in the creation of concrete walls and columns. Specialty forming systems consist primarily of steel forms that are designed to meet architects' specific needs for concrete placements. Both standard and specialty forming systems and related accessories are sold and rented for use.



•

Shoring Systems. Shoring systems, including aluminum beams and joists, post shores and shoring frames are used to support deck and other raised forms while concrete is being poured.



•

Architectural Paving Products. Architectural paving products are used to apply decorative texture and coloration to concrete surfaces while concrete is being poured.



•

Construction Chemicals. Construction chemicals sold by the concrete forming systems business unit include form release agents, sealers, water repellents, grouts and epoxies and other chemicals used in the pouring, stamping and placement of concrete.

Manufacturing

        We manufacture the substantial majority of the products we sell. As part of our reorganization in 2002, we reorganized most of our manufacturing and distribution operations into Supply Chain, our new product fulfillment unit, which manufactures and distributes our products in support of CPG and Symons. CPG obtains the majority of the products it sells from the Supply Chain group and manufactures its chemicals product line. Symons obtains Steel-Ply®forms from the Supply Chain unit and manufactures and assembles or outsources some of the manufacturing involved in some of the other all-steel forms.

        Most of our CPG products are manufactured in 18 facilities throughout the United States. Our production volumes enable us to design and build or custom modify much of the equipment we use to manufacture these products, using a team of experienced manufacturing engineers and tool and die makers.

        By developing our own automatic high-speed manufacturing equipment, we believe we generally have achieved significantly greater productivity, lower capital equipment costs, lower scrap rates, higher product quality, faster changeover times, and lower inventory levels than most of our competitors. In addition, our ability to "hot-dip" galvanize masonry products provides us with an advantage over many competitors' manufacturing masonry wall reinforcement products, which lack this internal capability. We also have a flexible manufacturing setup and can make the same products at several locations using short and discrete manufacturing lines.

        We manufacture our Symons concrete forming systems at two facilities in the United States. These facilities incorporate semi-automated and automated production lines, heavy metal presses, forging equipment, stamping equipment, robotic welding machines, drills, punches, and other heavy machinery typical for this type of manufacturing operation.

        We currently have plans in place to move a significant percentage of our annual production requirements to Reynosa, Mexico. We believe that by relocating a portion of our manufacturing to Mexico, we will realize approximately $5 million in savings annually. We also intend to outsource some

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of our production requirements to lower cost foreign producers, which we believe will generate significant additional savings.

Distribution

        We distribute our products through over 3,500 independent distributors, and our own network of 48 service/distribution centers located in the United States and Canada. We have 26 distribution centers dedicated to our Construction Products Group business unit and 22 distribution centers dedicated to our Symons business unit.

        Some locations carry more than one of our product lines. We ship most of our products to our service/distribution centers from our manufacturing plants; however, a majority of our centers also are able to produce smaller batches of some products on an as-needed basis to fill rush orders.

        We have an on-line inventory tracking system for our Construction Products Group business unit, which enables our customer service representatives to identify, reserve and ship inventory quickly from any of our locations in response to telephone orders.

Sales and Marketing

        We employed approximately 265 sales and marketing personnel at September 26, 2003, of whom approximately two thirds were field sales people and one third were customer service representatives. Sales and marketing personnel are located in all of our service/distribution centers. We produce product catalogs and promotional materials that illustrate certain construction techniques in which our products can be used to solve typical construction problems. We promote our products through seminars and other customer education efforts and work directly with architects and engineers to secure the use of our products whenever possible.

        We consider our engineers to be an integral part of the sales and marketing effort. Our engineers have developed proprietary software applications to conduct extensive pre-testing on both new products and construction projects.

Customers

        We have over 7,000 customers, of which approximately 50% purchase our products for resale. Our customer base is geographically diverse, with no customer accounting for more than 10% of net sales in 2002 or the first nine months of 2003.

        CPG.    CPG has approximately 4,000 customers, consisting of distributors, rebar fabricators, precast and prestressed concrete manufacturers, brick and concrete block manufacturers, general contractors and sub-contractors. We estimate that approximately 85% of the customers of this business unit purchase our products for resale. The largest customer of the business unit accounted for approximately 4% of the business unit's 2002 net sales.

        CPG has instituted a certified dealer program for those dealers who handle our tilt-up construction products. This program was established to educate dealers in the proper use of our tilt-up products and to assist them in providing engineering assistance to their customers. Certified dealers are not permitted to carry other manufacturers' tilt-up products, which we believe are incompatible with ours and, for that reason, could be unsafe if used with our products. The business unit currently has 98 certified tilt-up construction product dealers.

        Symons.    Symons has approximately 3,000 customers, consisting of distributors, precast and prestressed concrete manufacturers, general contractors and subcontractors. We estimate that approximately 90% of the customers of this business unit are the end-users of its products, while

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approximately 10% of those customers purchase its products for resale or re-rent. This business unit's largest customer accounted for 9% of the business unit's 2002 net sales.

Raw Materials

        Our principal raw materials are steel wire rod, steel hot rolled bar, metal stampings and flat steel, aluminum sheets and extrusions, plywood, cement and cementitious ingredients, liquid chemicals, zinc, plastic resins and injection-molded plastic parts. We currently purchase materials from over 2,000 vendors and are not dependent on any single vendor or small group of vendors for any significant portion of our raw material purchases. Steel, in its various forms, constitutes approximately 25% of our cost of sales.

Competitors

        Our industry is highly competitive in most product categories and geographic regions. We compete with a limited number of full-line national manufacturers of concrete accessories, concrete forming systems and paving products, and a much larger number of regional manufacturers and manufacturers with limited product lines. We believe competition in our industry is largely based on, among other things, price, quality, breadth of product lines, distribution capabilities (including quick delivery times) and customer service. Due primarily to factors such as freight rates, quick delivery times and customer preference for local suppliers, some local or regional manufacturers and suppliers may have a competitive advantage over us in a given region. We believe the size, breadth and quality of our product lines provide us with advantages of scale in both distribution and production relative to our competitors.

Trademarks and Patents

        We sell most products under the registered trade names Dayton Superior®, Dayton/Richmond®, Symons®, Aztec®, BarLock®, Conspec®, Edoco®, Dur-O-Wal® and American Highway Technology®, which we believe are widely recognized in the construction industry and, therefore, are important to our business. Although some of our products (and components of some products) are protected by patents, we do not believe these patents are material to our business. We have 205 trademarks and 140 patents.

Employees

        As of September 26, 2003, we employed approximately 675 salaried and 1,250 hourly personnel, of whom approximately 825 of the hourly personnel and six of the salaried personnel are represented by labor unions. Employees at our Miamisburg, Ohio; Parsons, Kansas; Des Plaines, Illinois; New Braunfels, Texas; Tremont, Pennsylvania; Long Beach, California; and Aurora, Illinois manufacturing/distribution plants and our service/distribution center in Atlanta, Georgia are covered by collective bargaining agreements. We believe we have good employee and labor relations.

Backlog

        We typically ship most of our products, other than paving products and most specialty forming systems, within one week and often within 24 hours after we receive the order. Other product lines, including paving products and specialty forming systems, may be shipped up to six months after we receive the order, depending on our customer's needs. Accordingly, we do not maintain significant backlog, and backlog as of any particular date has not been representative of our actual sales for any succeeding period.

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Principal Properties

        Our corporate headquarters are located in leased facilities in Dayton, Ohio. We believe our facilities provide adequate manufacturing and distribution capacity for our needs. We also believe all of the leases were entered into on market terms. Our other principal facilities are located throughout North America, as follows:

Location	Use	Principal Business Unit	Leased/ Owned	Size (Sq. Ft.)	Lease Expiration Date
Birmingham, Alabama	Manufacturing/Distribution	Construction Products Group	Leased	287,000	December 12, 2021
Des Plaines, Illinois	Manufacturing/Distribution	Symons	Owned	171,650
Miamisburg, Ohio	Manufacturing/Distribution	Construction Products Group	Owned	126,000
Parsons, Kansas	Manufacturing/Distribution	Construction Products Group	Owned	98,250
Aurora, Illinois	Manufacturing/Distribution	Construction Products Group	Owned	109,000
Kankakee, Illinois	Manufacturing/Distribution	Construction Products Group	Leased	107,900	December 31, 2007
Tremont, Pennsylvania	Manufacturing/Distribution	Construction Products Group	Owned	86,000
New Braunfels, Texas	Manufacturing/Distribution	Symons	Owned	89,600
Fontana, California	Manufacturing/Distribution	Construction Products Group	Leased	114,275	December 31, 2007
Parker, Arizona	Manufacturing/Distribution	Construction Products Group	Leased	60,000	December 31, 2003
Modesto, California	Manufacturing/Distribution	Construction Products Group	Leased	54,100	December 31, 2007
Reynoso, Mexico	Manufacturing/Distribution	Construction Products Group	Leased	110,000	July 16, 2006
Atlanta, Georgia	Service/Distribution	Construction Products Group	Leased	49,392	August 31, 2006
Grand Prairie, Texas	Service/Distribution	Construction Products Group	Leased	45,000	December 31, 2004
Seattle, Washington	Service/Distribution	Construction Products Group	Leased	40,640	June 30, 2006
Toronto, Ontario	Manufacturing/Distribution	Construction Products Group	Leased	45,661	January 31, 2005
Oregon, Illinois	Service/Distribution	Construction Products Group	Owned	39,000
Kansas City, Kansas	Manufacturing/Distribution	Construction Products Group	Owned	33,000
Folcroft, Pennsylvania	Service/Distribution	Construction Products Group	Owned	32,000

Legal Proceedings

        During the ordinary course of our business, we are from time to time threatened with, or may become a party to, legal actions and other proceedings. While we are currently involved in various legal proceedings, we believe the results of these proceedings will not have a material effect on our business, financial condition or results of operations. We believe that our potential exposure to these legal actions is adequately covered by product and general liability insurance, and, in some instances, by indemnification arrangements.

Environmental Matters

        Our businesses are subject to regulation under various and changing federal, state and local laws and regulations relating to the environment and to employee safety and health. These environmental laws and regulations govern the generation, storage, transportation, disposal and emission of various substances. Permits are required for operation of our businesses (particularly air emission permits), and these permits are subject to renewal, modification and, in certain circumstances, revocation. We believe we are in material compliance with these laws and permitting requirements. Our businesses also are subject to regulation under various and changing federal, state and local laws and regulations which allow regulatory authorities to compel (or seek reimbursement for) cleanup of environmental contamination at sites now or formerly owned or operated by our businesses and at facilities where their waste is or has been disposed.

        We expect to incur ongoing capital and operating costs to maintain compliance with currently applicable environmental laws and regulations; however, we do not expect those costs, in the aggregate, to be material.

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MANAGEMENT

Directors and Executive Officers

        The following table sets forth the name, age and position of our executive officers and directors as of January 1, 2004.

Name	Age	Position
John A. Ciccarelli	64	Chairman of the Board of Directors
Stephen R. Morrey	49	President, Chief Executive Officer and Director
Raymond E. Bartholomae	57	Vice President and General Manager, Symons
Dennis P. Haggerty	52	Vice President, Supply Chain Management
Steven C. Huston	49	Vice President, General Counsel and Secretary
Mark K. Kaler	46	Vice President and General Manager, Construction Products Group
Edward J. Puisis	43	Vice President and Chief Financial Officer
Thomas W. Roehrig	38	Vice President of Corporate Accounting
Stephen Berger	64	Director
William F. Hopkins	40	Director
Douglas W. Rotatori	43	Director

John A. Ciccarelli has been a Director since 1994 and Chairman of our Board of Directors since 2000. Mr. Ciccarelli was President and Chief Executive Officer from 1989 until 2002.

Stephen R. Morrey has been President, Chief Executive Officer and a Director since July 2002. From June 2001 to July 2002, Mr. Morrey was President of Alcoa Automotive Castings. From 1999 to June 2001, he was Vice President of Operations for the Occupant Safety Systems Division of TRW. From 1995 to 1999, Mr. Morrey served as Vice President of Operations for the Airbags Worldwide, Steering Wheels North America Division of TRW.

Raymond E. Bartholomae has been employed by Symons since January 1970 and has been Vice President and General Manager, Symons, since February 1998.

Dennis P. Haggerty has been Vice President, Supply Chain Management since October 2002. From October 2001 to October 2002, he was Director of Business Development/Quality for Alcoa Automotive Castings. From February 2000 to October 2001, he was Executive Vice President for Ventra Plastics. From May 1999 to February 2000, Mr. Haggerty was Vice President for Ventra Plastics Europe. From 1997 to May 1999, he served as Director of Operations for TRW.

Steven C. Huston has been Vice President, General Counsel and Secretary since January 2003. From January 2002 to January 2003, he was Deputy General Counsel and Assistant Secretary. Mr. Huston was in private practice from February 2001 through December 2001, and prior to that, served as Counsel—North America for Wm. Wrigley Jr. Company from March 1997 to February 2001.

Mark K. Kaler has been Vice President and General Manager, Construction Products Group since October 2002. From April 1996 to October 2002, Mr. Kaler was Vice President and General Manager, American Highway Technology.

Edward J. Puisis has been Vice President and Chief Financial Officer since August 2003. From March 1998 to August 2003 Mr. Puisis was General Manager of Finance and Administration and Chief Financial Officer of Galliton Steel Company, a partnership owned by Dafasco and Gerdau Ameristeel.

Thomas W. Roehrig has been Treasurer since August 2003 and Vice President of Corporate Accounting since February 2003. From April 1998 to February 2003, Mr. Roehrig served as Corporate Controller.

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Stephen Berger is currently chairman of Odyssey Investment Partners, LLC. Prior to joining Odyssey Investment Partners, LLC, Mr. Berger was a general partner of Odyssey Partners, LP from 1993 through 1997. Mr. Berger also served as a director of Transdigm, Inc., a supplier of highly engineered commercial and military aircraft parts from 1998 to July 2003.

William F. Hopkins has been a member and Managing Principal of Odyssey Investment Partners, LLC since 1997. From 1994 to 1996, Mr. Hopkins was a principal in the private equity investing group of Odyssey Partners, LP. Mr. Hopkins also served as a director of Transdigm, Inc. from 1998 to July 2003, a supplier of highly engineered commercial and military aircraft parts.

Douglas W. Rotatori has been a principal of Odyssey Investment Partners, LLC since 1998. From 1995 to 1998, Mr. Rotatori was a principal with Wellspring Capital Management, LLC.

        We have five directors. Each director is elected to serve until the next annual meeting of shareholders or until a successor is elected. Our executive officers are elected by the directors to serve at the pleasure of the directors. There are no family relationships between any of our directors or executive officers. Except for Mr. Ciccarelli, our directors, all of whom are employed by us or Odyssey, do not receive any compensation for their service as directors.

        Pursuant to an agreement with Dayton Superior, Mr. Ciccarelli receives the following compensation for serving as non-executive Chairman of the Board, in the following respects:

•

He receives an annual salary of $390,000.



•

He receives an annual car allowance, payment of annual membership fees for membership in two country, alumni, or social clubs of his choice and payment for reasonable expenses incurred by him for professional assistance with taxes and financial management, consistent with our current practices.



•

If he elects in the future to purchase common shares pursuant to the exercise of pre-emptive rights, we or one of our affiliates will lend him up to $500,000 to pay for the shares. The loan will be secured by the shares purchased and will be on a recourse basis with interest at the applicable federal rate, although payment of the interest will be deferred until the shares are sold.



•

He may, through July 15, 2007 (unless his service is terminated by us for cause or by him without good reason) require us to purchase some of his common shares at their fair market value if our EBITDA reaches specified levels. If he intends to exercise stock options, we or an affiliate will lend him the amount of the exercise price plus the amount of his income tax liability. This loan generally would be on the same terms as the loan to purchase shares described above.



•

If he is terminated without cause during the term of his agreement, which extends until December 31, 2004, he will be entitled continue to receive his annual base salary until December 31, 2004 and to continue coverage under our medical and dental programs until December 31, 2004 on the same basis as he was entitled to participate prior to his termination.



•

Mr. Ciccarelli has granted Odyssey Investment Partners Fund, LP an irrevocable proxy to vote his common shares.

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Executive Compensation

        The following table summarizes the 2003, 2002, and 2001 compensation for our chairman, the chief executive officer and each of the other four most highly compensated executive officers who were serving as executive officers at December 31, 2003 or who had served as an executive officer during 2003.

										Long-Term Compensation
	Annual Compensation									Awards	Payouts
Name And Principal Position	Year	Salary ($)		Bonus ($)			Other Annual Compensation ($)			Shares Underlying Options (#)(1)	Long Term Incentive Payouts ($)		All Other Compensation ($)(2)
Stephen R. Morrey     President and Chief     Executive Officer	2003 2002	$	375,000 173,077		235,000	(3)	$	195,709 77,102	(4) (4)	— 100,000	$	— —	$	4,000 —
Dennis Haggerty     Vice President and General Manager, Supply Chain	2003 2002	$	225,000 55,385		32,653	(3)	$	43,122 —	(5)	— 35,000	$	— —	$	3,500 —
Raymond E. Bartholomae     Vice President and General Manager, Symons	2003 2002 2001	$	243,942 210,000 206,750		120,000 90,000	(3)	$	— — —		12,000 — —	$	— — —	$	4,000 16,000 13,600
Mark K. Kaler     Vice President and General Manager, Construction Products Group	2003 2002 2001	$	227,000 184,077 149,231		110,000 160,214	(3)	$	— — —		12,000 — —	$	— — —	$	4,000 13,000 7,650
Alan F. McIlroy(6)     Vice President and Chief Financial Officer	2003 2002 2001	$	147,692 240,000 236,539	$	27,123 45,000 96,406		$	24,110 — —	(7)	— — —	$	— — —	$	314,846 13,000 11,050
Edward J. Puisis     Vice President and Chief Financial Officer	2003	$	96,154	$	175,000	(3)	$	—		55,000	$	—	$	—

(1)

Options to purchase common shares were granted under our stock option plans at an exercise price of $27.50 per share, except for Mr. Puisis's options, which have an exercise price of $24.00 per share. The options become exercisable based on a combination of service and performance factors.

(2)

Consists of:

	Matching 401(k) Contributions						Contributions to 401(k) Savings Plan						Severance
	2003		2002		2001		2003		2002		2001		2003
Mr. Morrey	$	4,000	$	—	$	—	$	—	$	—	$	—	$	—
Mr. Haggerty		3,500		—		—		—		—		—		—
Mr. Bartholomae		4,000		4,000		3,400		—		12,000		10,200		—
Mr. Kaler		4,000		4,000		3,400		—		9,000		4,250		—
Mr. McIlroy		4,000		4,000		3,400		—		9,000		7,650		310,846
Mr. Puisis		—		—		—		—		—		—		—

(3)

Bonus compensation for 2003 has not been determined as of the date of this filing. The bonus amount for Mr. Puisis reflects a signing bonus he received upon his employment with Dayton Superior.

(4)

The amounts included in this column which represent more than 25% of the total perquisites and personal benefits received by Mr. Morrey were relocation expense paid by us of $70,402 in 2002 and $176,119 in 2003.

(5)

The amounts included in this column which represent more than 25% of the total perquisites and personal benefits received by Mr. Haggerty were temporary living and mileage expenses paid by us of $29,322 and a car allowance of $13,800.

(6)

Mr. McIlroy, our former chief financial officer, resigned effective August 8, 2003. In connection with Mr. McIlroy's severance, Mr. McIlroy received a severance payment of $310,846, 24 months of salary continuation and a prorated bonus of $27,123 for 2003. All of his unexercised options were cancelled.

(7)

The amounts included in this column which represent more than 25% of the total perquisites and personal benefits received by Mr. Mcllroy were imputed interest of $10,310 on an interest free loan and a car allowance of $13,800.

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Employment Agreements

        We have entered into employment agreements with each of Messrs. Morrey, Bartholomae, Kaler and Puisis and four other executive officers. We do not currently have an employment agreement with Mr. Haggerty. Generally, each employment agreement provides:

•

The term of employment is from one to four years from the date the agreement was signed.



•

The annual base salary, which may be increased by our Board of Directors in its discretion is as follows:

Stephen R. Morrey	375,000
Raymond E. Bartholomae	235,000
Mark K. Kaler	227,000
Edward J. Puisis	250,000

•

Each executive officer is entitled to participate in our executive annual bonus plan and in our various other employee benefit plans and arrangements which are applicable to senior officers.



•

If an executive officer is terminated without cause during the term of his employment agreement, he will be entitled to receive a pro rata share of his bonus for the year of termination, to continue to receive his annual base salary for a period of 12 or 24 months and to continue coverage under our medical and dental programs for from one to three years on the same basis as he was entitled to participate prior to his termination.



•

Each executive officer is prohibited from competing with us during the term of his employment under the employment agreement and for from one to two years following termination of his employment or expiration of the term of his employment agreement. If an executive officer continues to provide services to us following the expiration of the term of his employment agreement, however, and we then terminate his employment without cause, he will be prohibited from competing with us during the following two-year period only if we elect to pay him a pro rata share of his bonus for the year of termination, continue his annual base salary for a period of 24 months, and continue his coverage under our medical and dental programs for one year.

        Mr. Morrey's employment agreement differs from the other agreements described above in the following respects:

•

He serves as a director as well as President and Chief Executive Officer.



•

His agreement automatically will be extended for additional one-year periods unless either of us notifies the other of termination not later than 90 days before the end of a term.



•

He received in 2002 a one-time signing bonus of $100,000 and reimbursement for certain expenses he incurred in connection with his move to the Dayton, Ohio area. He also received in 2002 a loan in the amount of $350,000 (which is fully recourse to him only with respect to $175,000), which he applied toward the purchase of 14,545 of our common shares at a price of $27.50 per share.



•

He receives an annual car allowance, payment of the annual membership fee in a country, alumni or social club of his choice and hanger fees for his personal aircraft (up to a specified maximum amount), payment for reasonable expenses incurred by him for professional assistance with taxes and financial management consistent with our current practices and reimbursement for reasonable travel and business expenses incurred by him in the use of his personal aircraft for performance of his duties, in accordance with our procedures.

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        Pursuant to an agreement with Dayton Superior, Mr. Puisis' employment agreement differs from the other agreements described above in the following respects:

•

His employment agreement will be automatically extended for additional one-year periods unless either of us notifies the other not later than 120 days before the end of a term.



•

He received in 2003 a one-time signing bonus of $175,000 and reimbursement for expenses he incurred in connection with his move to the Dayton, Ohio area.



•

He receives an annual car allowance, payment of the annual membership fee in a country, alumni or social club of his choice (up to a specified maximum amount) as well as payment of the initiation fee in that country, alumni or social club (up to a specified amount).

        In accordance with Section 402 of the Sarbanes/Oxley Act of 2002, the Company is prohibited from making a loan to any executive officer or director of the Company.

Fiscal 2003 Stock Option Grants

        The stock options granted in 2003 to Messers. Kaler, Bartholomae and Puisis in the Summary Compensation Table are shown in the following table. The table also shows the hypothetical gains that would exist for the options at the end of their ten year terms, assuming compound rates of stock appreciation of 5% and 10%, respectively. The actual future value of the options will depend on the market or appraised value of the common shares.

	Option Grants in Last Fiscal Year
	Individual Grants							Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term
	Number of Shares Underlying Options Name Granted (#)		% of Total Options Granted to Employees in 2003
Name					Exercise Price ($/SH)		Expiration Date
								5% ($)		10% ($)
Mark K. Kaler	12,000(1	)	12.9	%	$	27.50	1/1/13	$	207,535	$	525,935
Raymond E. Bartholomae	12,000(1	)	12.9	%	$	27.50	1/1/13	$	207,535	$	525,935
Edward J. Puisis	55,000(1	)	59.2	%	$	24.00	8/11/13	$	830,141	$	2,103,740

(1)

Options were granted under the 2000 Stock Option Plan effective June 16, 2000 with an exercise price that represents the fair market value of a Common Share on the date the options were granted. The options are divided into two different parts, both of which have a different vesting schedule. All unvested options will become fully exercisable upon a change in control (as defined in the 2000 Stock Option Plan), if Odyssey receives at least a targeted return on its investment.

Fiscal Year-End Option Values

        The number and value of options exercised and the number and value of all unexercised options held by each of the executive officers named in the Summary Compensation Table at December 31, 2003 are shown in the following table.

			Number of Shares Underlying Unexercised Options at 12/31/03 (#)	Value of Unexercised In-The-Money Options at 12/31/03 ($) (1)
Name	Shares Acquired on Exercise (#)	Value Realized ($)
			Exercisable/Unexercisable	Exercisable/Unexercisable
Stephen R. Morrey	—	—	25,000/75,000		$0/$0
Dennis Haggerty	—	—	3,500/31,500		0/0
Raymond E. Bartholomae	—	—	12,552/49,341		20,135/0
Mark K. Kaler	—	—	20,775/47,417		251,660/0
Alan F. McIlroy	—	—	0/0		0/0
Edward J. Puisis	—	—	4,582/50,418		0/0

(1)

Represents the excess of $24.00, the fair market value as of December 31, 2002 based on an independent appraisal, over the aggregate option exercise price. The 2002 fair market value is used because the 2003 appraisal is not yet complete.

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PRINCIPAL SHAREHOLDERS

        The following table sets forth information with respect to the beneficial ownership of our common shares as of January 1, 2004 by:

•

each person known by us to beneficially own more than 5% of our common shares;



•

each of our directors and executive officers; and



•

all of our directors and executive officers as a group.

        We have determined beneficial ownership as reported below in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Beneficial ownership generally includes sole or shared voting or investment power with respect to the shares and includes the number of common shares subject to all outstanding options. The percentages of our outstanding common shares are based on 4,554,269 shares outstanding, except for certain parties who hold options that are exercisable into common shares within 60 days. The percentages for those parties who hold options that are exercisable within 60 days are based on the sum of 4,554,269 shares outstanding plus the number of common shares subject to options exercisable within 60 days held by them and no other person, as indicated in the notes following the table. The number of common shares beneficially owned has been determined by assuming the exercise of options exercisable into common shares within 60 days. Unless otherwise indicated, voting and investment power are exercised solely by each individual and/or a member of his household.

Name of Beneficial Owner:	Number of Common Shares Beneficially Owned	% of Common Shares
Odyssey(1)	4,208,317	92.4
Peter J. Astrauskas	400	*
Raymond E. Bartholomae(2)	33,629	*
Stephen Berger(3)	4,208,317	92.4
John A. Ciccarelli(4)	76,312	1.7
Dennis P. Haggerty(5)	5,500	*
Steven C. Huston(6)	1,760	*
William F. Hopkins(3)	4,208,317	92.4
Mark K. Kaler(7)	48,686	1.1
Edward J. Puisis(8)	5,624	*
Stephen R. Morrey(9)	39,546	*
Thomas W. Roehrig(10)	4,385	*
Douglas Rotatori(3)	4,208,317	92.4
All executive officers and directors as a group (12 persons)(11)	4,424,159	95.0

*

Signifies less than 1%.

(1)

Consists of 4,208,317 common shares owned in the aggregate by Odyssey Investment Partners Fund, LP (the "Fund"), certain of its affiliates and certain co-investors (together with the Fund, "Odyssey"). Odyssey Capital Partners, LLC is the general partner of the Fund. Odyssey Investment Partners, LLC is the manager of the Fund. The principal business address for Odyssey is 280 Park Avenue, West Tower, 38th Floor, New York, New York.

(2)

Includes 12,552 common shares issuable upon exercise of options exercisable within 60 days.

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(3)

Consists of 4,208,317 common shares owned in the aggregate by Odyssey. Messrs. Berger and Hopkins are managing members of the Odyssey Capital Partners, LLC and Odyssey Investment Partners, LLC and, therefore, may each be deemed to share voting and investment power with respect to the shares deemed to be beneficially owned by Odyssey. Mr. Rotatori is a member of Odyssey Investment Partners, LLC. Each of Messrs. Berger, Hopkins and Rotatori disclaim beneficial ownership of these shares.

(4)

Includes 37,051 common shares issuable upon exercise of options exercisable within 60 days.

(5)

Includes 3,500 common shares issuable upon exercise of options exercisable within 60 days.

(6)

Includes 760 common shares issuable upon exercise of options exercisable within 60 days.

(7)

Includes 20,775 common shares issuable upon exercise of options exercisable within 60 days.

(8)

Includes 4,582 common shares issuable upon exercise of options exercisable within 60 days.

(9)

Includes 25,000 common shares issuable upon exercise of options exercisable within 60 days.

(10)

Includes 585 common shares issuable upon exercise of options exercisable within 60 days.

(11)

As described in note 3, Messrs. Berger and Hopkins may each be deemed to share voting and investment power with respect to the shares beneficially owned by Odyssey and Messrs. Berger, Hopkins and Rotatori disclaim beneficial ownership of the shares beneficially owned by Odyssey. Excluding the shares deemed to be owned by Odyssey, all executive officers and directors as a group beneficially own 215,841 common shares.

73

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Employment

        In connection with the 2000 recapitalization, we entered into employment and other "rollover" agreements with John A. Ciccarelli, Raymond E. Bartholomae and Mark K. Kaler, each of whom is an executive officer, and with Alan F. McIlroy, our former chief financial officer. Generally, the "rollover" agreements required each executive officer to retain common shares and, in most cases, stock options, with a specified aggregate value following the recapitalization. In some cases, the executive officer has agreed to exercise stock options in order to obtain some of the common shares which he has agreed to retain following the recapitalization. These agreements provided that if the executive officer exercised stock options in order to obtain some of the common shares he is required to retain and he so requested, we made a non-interest bearing, recourse loan to him in an amount equal to the exercise price of the options plus the estimated federal and state income tax liability he incurred in connection with the exercise. If the executive officer purchased some of the common shares he is required to retain and he so requested, we made a 6.39% interest deferred recourse loan to him. These loans are secured by a pledge of the shares issued.

        As of September 26, 2003, the amounts outstanding were $68,987 for Mr. Ciccarelli, $369,989 for Mr. Morrey, $551,397 for Mr. Bartholomae, $287,981 for Mr. Kaler, and $177,379 for Mr. McIlroy. These amounts were also the largest amounts outstanding for these loans during the period January 1, 2000 through September 26, 2003, except for Mr. McIlroy, for whom the largest amount was $289,159.

Odyssey Financial Services

        During 2002, we reimbursed Odyssey for $228,000 of out-of-pocket expenses for travel, lodging and meals. In connection with the acquisition of Aztec Concrete Accessories, Inc. in 2001, we paid Odyssey a fee of $350,000, plus out-of-pocket expenses of $107,000.

Management Stockholders' Agreement

        In connection with the consummation of the recapitalization, we along with Odyssey and our employee stockholders, including our executive officers, entered into a Management Stockholders' Agreement, which governs our common shares, options to purchase our common shares and shares acquired upon exercise of options.

        The Management Stockholders' Agreement provides that except for certain transfers to family members and family trusts, no management stockholder may transfer common stock except in accordance with the management stockholders' agreement.

        The Management Stockholders' Agreement also provides that, upon termination of the employment of a management stockholder, the management stockholder has certain put rights and we have certain call rights regarding his or her common stock.

        If the provisions of any law, the terms of credit and financing arrangements or our financial circumstances would prevent us from making a repurchase of shares pursuant to the management stockholders' agreement, we will not make the purchase until all of these prohibitions lapse, and will then also pay the management stockholder a specified rate of interest on the repurchase price.

        The Management Stockholders' Agreement further provides that in the event of certain transfers of common shares by Odyssey, the management stockholders may participate in these transfers and/or Odyssey may require the management stockholders to transfer their shares in the transactions, in each case on a pro rata basis.

        Certain management stockholders are entitled to participate on a pro rata basis with, and on the same terms as, Odyssey in any future offering of common shares.

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DESCRIPTION OF OTHER INDEBTEDNESS

Senior Credit Facility

        We have amended our senior credit facility to, among other things, permit the offering of the outstanding notes. The proceeds of that offering were used to repay indebtedness under the facility. Giving effect to the offering of the outstanding notes and the application of the net proceeds from that offering to the repayment of senior credit facility indebtedness, had no indebtedness outstanding under our acquisition, tranche A or tranche B facilities, all of which were terminated, and $24.1 million outstanding under our revolving credit facility at September 26, 2003.

        The senior credit facility requires mandatory repayment of the outstanding indebtedness thereunder (and reduction to the commitments thereunder) with the proceeds from (1) asset sales, (2) issuance of debt and (3) insurance and condemnation claims. As part of our amendment to the senior credit facility, mandatory repayments and commitment reductions from our excess cash flow and equity issuances and capital contributions were eliminated. We have the option at any time and from time to time to prepay the outstanding Indebtedness under the senior credit facility without penalty or premium, subject to customary breakage costs for Eurodollar Loans (as defined in the senior credit facility).

        The senior credit facility bears interest at the sum of the (1) Applicable Margin and (2) at our option, either the Base Rate or the Eurodollar Rate (as defined in the senior credit facility). The "Base Rate" means the higher of (1) the rate that Deutsche Bank Trust Company Americas announces from time to time as its prime lending rate, as in effect from time to time, and (2) one-half of 1% in excess of the overnight federal funds rate. The "Applicable Margin" means the percentage per annum equal to, subject to quarterly step-ups and step-downs commencing after we deliver our financial information to the lenders for the third quarter of 2004, based on our total leverage ratio, (A) for loans bearing an interest rate determined by the Base Rate, 2.00% and (B) for loans bearing an interest rate determined by the Eurodollar Rate, 3.00%.

        The senior credit facility contains various covenants, customary for similar credit facilities or otherwise appropriate under the circumstances, that (1) restrict us and our subsidiaries from various actions, including, among others, mergers and sales of assets, use of proceeds, granting of liens, incurrence of indebtedness, capital expenditures, paying dividends, business activities, investments and acquisitions, transactions with affiliates, certain restrictions affecting subsidiaries, voluntary prepayment of certain indebtedness, including the exchange notes and amendments or modifications to instruments governing such other indebtedness and (2) require us to maintain a ratio of consolidated first lien senior secured debt (defined as the sum of all outstanding amounts under the senior credit facility (including letters of credit) and all other indebtedness secured on a first priority basis by our assets as described below) to consolidated EBITDA of no more than 2 to 1 on the last day of any fiscal quarter.

        The senior credit facility includes events of default provisions that are typical for senior credit facilities or otherwise appropriate under the circumstances. Each of the following occurrences is considered an event of default under our senior credit facility: (a) failure to make payments of principal or payments of any amount drawn or any interest and fees thereon, which is not cured within 3 business days; (b) determination that any of our representations, warranties or statements was materially untrue at the time it was made; (c) failure to perform any negative covenant or specific affirmative covenants; (d) failure to perform under agreements evidencing our other indebtedness, or to make a payment on any of our other indebtedness, limited in each case to indebtedness exceeding $3,000,000; (e) commencement of a voluntary or involuntary bankruptcy proceeding, the appointment of a custodian or any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation; (f) failure of any of our pension plans to satisfy the minimum funding standard required by ERISA, or the incurrence of any liabilities under any of our pension plans, either of which results in the imposition of a lien or granting of a security interest that,

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in the reasonable opinion of our Lenders, may be expected to have a materially adverse effect; (g) the security documents cease to be in full force and effect, or a failure to perform our obligations thereunder; (h) the subsidiary guaranty ceases to be in full force and effect, or a failure by the subsidiary guarantors to perform their obligations thereunder; or (i) a change of control.

        All obligations under the senior credit facility are guaranteed by our direct and indirect domestic subsidiaries. As security for the indebtedness under the senior credit facility, we and each subsidiary guarantor (1) pledged our and their interest, respectively, in the stock of our subsidiaries (except that no more than 65% of the voting stock of our foreign subsidiaries will be pledged) and (2) grant a perfected first-priority lien and security interest in our and their assets (tangible and intangible).

13% Senior Subordinated Notes due 2009

        On June 16, 2000, we issued 13% senior subordinated notes due 2009 together with warrants that allow the holder to purchase 117,276 of our common shares. The senior subordinated notes are subordinate in right of payment to all of our existing and future senior debt, including the exchange notes offered hereby. The aggregate principal amount of the senior subordinated notes is $170 million, and the senior subordinated notes will mature on June 15, 2009. The senior subordinated notes were issued at a discount, which is being accreted to face value using the effective interest method and is reflected as interest expense. Each of our wholly owned domestic subsidiaries have guaranteed the senior subordinated notes.

        On and after June 15, 2007, we may redeem some or all of the senior subordinated notes at redemption prices specified in the related senior subordinated notes indenture. In addition, at any time prior to June 15, 2003, we may redeem up to 25% of the principal amount of the senior subordinated notes at the price specified in the senior subordinated notes indenture with the net proceeds of certain equity offerings.

        The senior subordinated notes indenture provides that in the event of specified changes of control or sales of our assets, we must give the holders of the senior subordinated notes the opportunity to sell their notes to us at prices specified in the senior subordinated notes indenture. In addition, the senior subordinated notes indenture contain covenants that limit our ability, and the ability of most of our subsidiaries, to incur additional debt, pay dividends or distributions on our capital stock or repurchase our capital stock, issued preferred stock of subsidiaries, make investments, create liens on our assets to secure debt, enter into transactions with affiliates, enter into agreements restricting our subsidiaries' ability to pay dividends, merge or consolidate with another company and transfer and sell assets. These covenants are in each case subject to a number of limitations and exceptions.

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DESCRIPTION OF THE EXCHANGE NOTES

        The following description is a summary of the material provisions of the indenture. It does not restate the terms of the indenture in their entirety. We urge that you carefully read the indenture and the Trust Indenture Act of 1939 (the "TIA") because the indenture and the TIA govern your rights as holders of the notes, not this description. A copy of the proposed form of indenture is available upon request to us or the placement agents. The definitions of certain capitalized terms used in the following summary are set forth below under "—Certain Definitions." For purposes of this section, references to "Dayton Superior" mean Dayton Superior Corporation only and not any of Dayton Superior's subsidiaries and references to "notes" mean the exchange notes and the outstanding notes, in each case outstanding at any given time and issued under the indenture.

        Dayton Superior issued the outstanding notes, and will issue the exchange notes, under an indenture dated as of June 9, 2003, among Dayton Superior, the Guarantors and The Bank of New York, as trustee. The terms of the exchange notes will be identical in all material respects to the outstanding notes except that, upon completion of the exchange offer, the exchange notes will be:

•

registered under the Securities Act, and



•

free of any covenants regarding exchange registration rights.

General

        The notes are general senior obligations of Dayton Superior, ranking equal in right of payment with all existing and future unsubordinated indebtedness of Dayton Superior. The notes will be secured by second priority Liens, subject to certain exceptions, on the Collateral as described below under the caption "—Collateral."

        Dayton Superior will issue the notes in fully registered form in denominations of $1,000 and integral multiples of $1,000. The trustee will initially act as Paying Agent and Registrar. The notes may be presented for registration of transfer and exchange at the offices of the Registrar. Dayton Superior may change any Paying Agent and Registrar without notice to holders of the notes.

        Dayton Superior will pay principal (and premium, if any) on the notes at the trustee's corporate office in New York, New York. At Dayton Superior's option, interest also may be paid by mailing a check to the holders' registered address.

        Any notes that remain outstanding after completion of this exchange offer, together with the notes issued in connection with the exchange offer, will be treated as a single class of securities under the indenture.

        Only a registered holder of the notes will have any rights under the indenture.

Principal, Maturity and Interest

        The notes have an aggregate principal amount of $165.0 million. The notes will mature on September 15, 2008. Without the consents of any holders, additional Notes in an unlimited amount may be issued under the indenture from time to time, subject to the limitations set forth under "—Certain Covenants—Limitation on Incurrence of Additional Indebtedness." The outstanding notes, the exchange notes offered hereby and any additional notes subsequently issued will be treated as a single class for all purposes under the indenture. Any additional notes subsequently issued will be secured, equally and ratably with the notes, by the Second Priority Liens on the Collateral described below under the caption "—Collateral." As a result, the issuance of any additional notes will have the effect of diluting the value of the security interest in the Collateral for the then outstanding notes.

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        Interest on the notes will accrue at the rate per annum shown on the cover page hereof and will be payable semiannually in cash on each March 15 and September 15 commencing September 15, 2003 and accruing from the closing date of the offering. Dayton Superior will make interest payments to the persons who are registered holders at the close of business on the March 1 and September 1 immediately preceding the applicable interest payment date. Interest on the notes will accrue from the most recent date on which interest on the notes was paid or, if no interest has been paid, from and including June 9, 2003 (the "Issue Date"). Interest will be computed on the basis of a 360-day year of twelve 30-day months.

        The notes do not contain any mandatory sinking fund.

Collateral

        The notes will be secured by second priority Liens, subject to certain exceptions (the "Second Priority Liens"), granted by Dayton Superior, the existing Guarantors and any future Domestic Subsidiary that is required to become a Guarantor on the following assets of Dayton Superior, such existing Guarantors and any such future Domestic Subsidiary (whether now owned or hereafter arising or acquired) to the extent such assets secure obligations under the Senior Credit Facility (collectively, the "Collateral"):

        (1)   substantially all of Dayton Superior's and each Guarantor's property and assets, other than Excluded Collateral (defined below), including, without imitation: receivables, contracts, inventory, cash and cash accounts, equipment, intellectual property, insurance policies, permits, commercial tort claims, chattel paper, letter of credit rights, supporting obligations, general intangibles and proceeds and products from any and all of the foregoing; and

        (2)   all of the capital stock or other securities of Domestic Subsidiaries owned by Dayton Superior or any Guarantor and 65% of the voting, and 100% of the non-voting, capital stock or other securities of Foreign Subsidiaries owned by Dayton Superior or any Guarantor but, in each case, only to the extent that the inclusion of such capital stock or other securities shall mean that the aggregate principal amount, par value, book value as carried by Dayton Superior or the market value, whichever is the greatest (the "Applicable Value"), of any such capital stock or other securities of any such Subsidiary of Dayton Superior is not equal to or greater than 20% of the aggregate principal amount of notes outstanding (the "Collateral Threshold"), which is currently $33.0 million.

        The Collateral will not include:

        (1)   any property or assets owned by any Foreign Subsidiaries;

        (2)   any real property or real property leases (domestic or foreign);

        (3)   any capital stock or other securities of Subsidiaries referred to in clause (2) in the preceding paragraph the Applicable Value of which is equal to or greater than 20% of the aggregate principal amount of the notes outstanding; and

        (4)   any proceeds and products from any and all of the items described in clauses (1) through (3) above, unless such proceeds or products would otherwise constitute Collateral within the definition above (collectively, the "Excluded Collateral").

        We believe that the primary collateral securing these notes, which secures the notes at all times, is substantially all of our and the Guarantors' property and assets, which means that even when a subsidiary's capital stock does not secure the notes, the noteholders continue to have a perfected security interest in that subsidiary's underlying property and assets.

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        Rule 3-16 of Regulation S-X under the Securities Act requires the presentation of a subsidiary's stand-alone, audited financial statements if the subsidiary's capital stock secures an issuer's notes and the par value, book value or market value of the stock equals or exceeds the Collateral Threshold. The indenture governing the exchange notes and the security documents provide that the Collateral will never include the capital stock of any subsidiary to the extent the Applicable Value of the stock is equal to or greater than the Collateral Threshold. As a result, we will not be required to present separate financial statements of any of our subsidiaries under Rule 3-16.

        In addition, in the event that Rule 3-16 or Rule 3-10 of Regulation S-X under the Securities Act is amended, modified or interpreted by the Commission to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the Commission (or any other governmental agency) of separate financial statements of any Subsidiary of Dayton Superior due to the fact that such Subsidiary's capital stock or other securities secure the notes, then the capital stock or other securities of such Subsidiary shall automatically be deemed not to be part of the Collateral but only to the extent necessary to not be subject to such requirement. In such event, the Security Documents may be amended or modified, without the consent of any holder of notes, to the extent necessary to release the Second Priority Liens on the shares of capital stock or other securities that are so deemed to no longer constitute part of the Collateral. The Excluded Collateral, however, does secure Dayton Superior's and its Subsidiaries' First Priority Lien Obligations.

        As a result of the provisions in the indenture and security documents relating to subsidiary capital stock, holders of the exchange notes may at any time in the future lose all or a portion of their security interest in the capital stock of any of our other subsidiaries if the Applicable Value of that stock were to become equal to or greater than the Collateral Threshold. As stated above, Applicable Value is defined as the greatest of book value, par value and market value of a subsidiary's capital stock. Currently, all of the capital stock of Dur-O-Wal, Inc., Trevecca Holdings, Inc., Dayton Superior Specialty Chemical Corp., Aztec Concrete Accessories, Inc. and Southern Construction Products, Inc. and 65% of the voting capital stock and 100% of the non-voting capital stock of Dayton Superior Canada Ltd. constitute Collateral for the notes. The capital stock of Symons Corporation does not currently constitute Collateral for the notes, since the Applicable Value of the capital stock of Symons Corporation equals or exceeds the Collateral Threshold. The Applicable Value of the capital stock of each of Dayton Superior Specialty Chemical Corp., Aztec Concrete Accessories, Inc. and Trevecca Holdings, Inc., the direct, holding company parent of Aztec, is currently near the Collateral Threshold.

        We have based our determination of which subsidiary's capital stock currently constitutes Collateral upon the book value, par value and estimated market value of the capital stock of each of our subsidiaries as of September 26, 2003 and the operations of these subsidiaries since that date. The Applicable Value for the capital stock of each of our subsidiaries is the greater of the book value and estimated market value, as the value of each subsidiary's capital stock is nominal and therefore has not

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impacted our calculation of Applicable Value. Set forth in the table below is the Applicable Value of each subsidiary's capital stock as of September 26, 2003:

Subsidiary	Applicable Value as of 9/26/03
Symons Corporation	$	123,900,367
Aztec Concrete Accessories, Inc.		32,358,794
Dur-O-Wal, Inc.		6,006,170
Trevecca Holdings, Inc (1).		32,358,794
Dayton Superior Specialty Chemical Corp.		32,051,279
Southern Construction Products, Inc. (2)		—
Dayton Superior Canada Ltd.	$	5,131,783

(1)

Trevecca Holdings, Inc. is a holding company, the sole asset of which has remained the capital stock of Aztec Concrete Accessories, Inc. since we acquired Trevecca Holdings and Aztec Concrete Accessories in January 2001.

(2)

Southern Construction Products, Inc. is currently a shell corporation with no assets.

        Based upon the foregoing, as of September 26, 2003, the Applicable Value of the capital stock of Symons Corporation exceeded the Collateral Threshold. In addition, we believes that, based upon the significant difference between the Applicable Value of the capital stock of Symons Corporation and the Collateral Threshold as of September 26, 2003 and no significant changes in the operations of Symons Corporation since that date, the Applicable Value of the capital stock of Symons Corporation currently remains above the Collateral Threshold. As a result, the capital stock of Symons Corporation is not currently included in the Collateral.

        The Applicable Value of the capital stock of our other subsidiaries did not exceed the Collateral Threshold as of September 26, 2003. Further, as the operations of each of these subsidiaries has declined since September 26, 2003, we have determined that the Applicable Value of the capital stock of each of these subsidiaries currently remains below the Collateral Threshold.

        In respect of Aztec Concrete Accessories, Inc., Trevecca Holdings, Inc. and Dayton Superior Specialty Chemical Corp., the Applicable Value of their common stock was based upon book value. Book value of a subsidiary's capital stock is calculated as of each preceding period end and represents the original purchase price of the subsidiary's capital stock plus any income earned and less any losses and any transfers of assets.

        In respect of Symons Corporation, Dur-O-Wal, Inc. and Dayton Superior Canada Ltd, the Applicable Value of their common stock was based upon estimated market value. We have calculated the estimated market value of our subsidiaries' capital stock by determining the earnings before interest, taxes, depreciation, and amortization, or EBITDA, of each subsidiary for the 12 months ended September 26, 2003, adjusted in each case to add back facility closing and severance expenses, loss on sale of fixed assets and other expense in the manner provided in the definition of "Consolidated EBITDA" in our senior credit facility, and multiplying this Adjusted EBITDA by 5.5 times. We retain an independent appraisal firm for purposes of calculating the market value of our common stock on a going concern basis, as required under our management stockholders' agreement and in connection with determining equity-based compensation. The appraisal firm has informed us that a range of 5 to 6 times adjusted EBITDA is reasonable for determining the fair value of the capital stock of smaller, basic manufacturing companies. We determined that using a multiple of 5.5 times, which is the mid-point of the range described above, is a reasonable and appropriate means for determining fair value of our subsidiaries' capital stock. Set forth below is the EBITDA and Adjusted EBITDA of each of our subsidiaries other than Southern Construction Products, Inc., which has no EBITDA or Adjusted

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EBITDA, for the twelve months ended September 26, 2003, together with a reconciliation to the net income (loss) of each of these subsidiaries:

		Twelve Months Ended September 26, 2003 (In Thousands)
		Symons Corporation		Aztec Concrete Accessories		Dur-O-Wal		Trevecca Holdings		Dayton Superior Specialty Chemical		Dayton Superior Canada
		Unaudited		Unaudited		Unaudited		Unaudited		Unaudited		Unaudited
Net Income		$	2,693	$	2,539	$	224	$	2,539	$	1,929	$	252
Interest Expense			220		199		—		199		—		—
Provision for Income Taxes			1,526		1,529		173		1,529		1,150		579
Depreciation Expense			16,448		602		562		602		923		52
Amortization of Intangibles			349		1		—		1		—		—
	EBITDA	$	21,236	$	4,870	$	959	$	4,870	$	4,002	$	883
Loss on Sale of Fixed Assets and Other			221		—		133		—		13		50
Facility Closing and Severance Expenses(1)			1,071		—		—		—		40		—
	Adjusted EBITDA	$	22,528	$	4,870	$	1,092	$	4,870	$	4,055	$	933

(1)

We describe the facility closing and severance expenses in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Facility Closing and Severance Expenses."

        As described above, we have used EBITDA and Adjusted EBITDA of each of our subsidiaries solely for purposes of determining the estimated market value of their capital stock to determine whether that capital stock is included in the Collateral. EBITDA and Adjusted EBITDA are not recognized financial measures under GAAP and do not purport to be alternatives to operating income as indicators of operating performance or to cash flows from operating activities as measures of liquidity. Additionally, EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our consolidated results as reported under GAAP. Because not all companies use identical calculations, the presentation of Adjusted EBITDA also may not be comparable to other similarly titled measures of other companies. You are encouraged to evaluate the adjustments taken and the reasons we consider them appropriate for analysis for determining estimated market value of our subsidiaries' capital stock.

        A change in the Applicable Value of the capital stock of any of our subsidiaries could result in a subsidiary's capital stock that was previously excluded from Collateral becoming part of the Collateral or a subsidiary's capital stock that was previously included in Collateral to become excluded. The following table reflects the amounts by which the Applicable Value of each subsidiary's capital stock as of September 26, 2003 and the Adjusted EBITDA of each subsidiary for the twelve months ended September 26, 2003 would have to increase in order for that subsidiary's capital stock to longer

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constitute Collateral or, in the case of Symons Corporation, would have to decrease in order for the capital stock of Symons Corporation to become Collateral.

Subsidiary	Change in Applicable Value			Change in Adjusted EBITDA
	(In Thousands)
Symons Corporation	$	(90,899	)	$	(16,528	)
Aztec Concrete Accessories, Inc.		642			1,131
Dur-O-Wal, Inc.		26,995			4,908
Trevecca Holdings, Inc.		642			1,131
Dayton Superior Specialty Chemical Corp.		950			1,946
Southern Construction Products, Inc.		33,000			6,000
Dayton Superior Canada Ltd.		27,869			5,067

        The Collateral will be pledged to Deutsche Bank Trust Company Americas, as collateral agent (together with any successor collateral agent, the "Collateral Agent"), for the benefit of (1) on a senior basis, the First Priority Lien holders and (2) on a junior basis, the trustee and the holders of the notes. The Second Priority Liens will constitute claims separate and apart from (and of a different class than) those of the First Priority Liens and will be subject to the First Priority Liens, and no payment or other distributions from (or with respect to) any realization upon the Collateral may be made on account of the Second Priority Liens until all obligations in respect of the First Priority Liens (including, without limitation, post-petition interest at the rate provided for in the respective documentation for the First Priority Lien, whether or not a claim for post-petition interest is allowed in a bankruptcy or similar proceeding) have been paid in full in cash in accordance with the terms thereof. The Second Priority Liens will also be subject to Permitted Liens, including those granted to third parties on or prior to the Issue Date. The persons holding such Liens may have rights and remedies with respect to the property subject to such Lien that, if exercised, could adversely affect the value of the Collateral or the ability of the Collateral Agent to realize or foreclose on the Collateral.

        The Security Documents will provide that, while any First Priority Lien Obligations (or any commitments or letters of credit in respect thereof) are outstanding, the holders of the First Priority Liens will control at all times all remedies and other actions related to the Collateral and the Second Priority Liens will not entitle the trustee or the holders of any notes to take any action whatsoever with respect to the Collateral. As a result, while any First Priority Lien Obligations are outstanding, neither the trustee nor the holders of the notes will be able to force a sale of the Collateral or otherwise exercise remedies normally available to secured creditors without the concurrence of the holders of the First Priority Liens. To the extent that the holders of the First Priority Liens release their First Priority Liens on all or any portion of the Collateral, the Second Priority Liens on such Collateral will likewise be automatically released. At such time as:

        (1)   the First Priority Lien Obligations have been satisfied in full in cash in accordance with the terms thereof and all commitments and letters of credit thereunder have been terminated; or

        (2)   the holders of the First Priority Liens have released their First Priority Liens on all or any portion of the Collateral,

the Second Priority Liens will also be automatically released to the same extent; provided, however, (A) in the case of clause (1) of this sentence, in the event that an Event of Default under the indenture has occurred and is continuing as of the date on which the First Priority Lien Obligations are repaid in full and terminated as described in clause (1), the Second Priority Liens on the Collateral will not be released, except to the extent the Collateral or any portion thereof was disposed of in order to repay the First Priority Lien Obligations secured by the Collateral, and thereafter, the trustee (acting at the direction of the holders of a majority of outstanding principal amount of notes) will have the right to direct the Collateral Agent to foreclose upon the Collateral (but in such event, the Second Priority Liens will be released when such Event of Default and all other Events of Default under the indenture

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cease to exist), or (B) in the case of clause (2) of this sentence, if the First Priority Lien Obligations (or any portion thereof) are thereafter secured by assets that would constitute Collateral, the notes will then be secured by a Second Priority Lien on such Collateral, to the same extent provided pursuant to the Security Documents. If Dayton Superior subsequently incurs obligations under a new Senior Credit Facility or other First Priority Lien Obligations that are secured by assets of Dayton Superior and the Guarantors of the type constituting Collateral, then the notes will be secured at such time by a Second Priority Lien on the collateral securing such First Priority Lien Obligations, other than the Excluded Collateral, to the same extent provided by the Security Documents on the terms and conditions of the security documents relating to the new Senior Credit Facility or such other First Priority Lien Obligations, with the Second Priority Liens held either by the collateral agent under such new Senior Credit Facility or by a collateral agent designated by Dayton Superior to hold the Second Priority Lien for the benefit of the holders of Second Priority Lien Obligations and subject to an intercreditor agreement that provides the collateral agent under such Senior Credit Facility substantially the same rights and powers as afforded under the Security Documents. See "Risk Factors—Risks Relating to the Exchange Notes—Decisions regarding collateral—Holders of exchange notes will not control decisions regarding collateral."

        In addition, the Security Documents provide that, so long as the First Priority Lien Obligations (or any commitments or letters of credit in respect thereof) are outstanding, the holders of the First Priority Liens may change, waive, modify or vary the Security Documents; provided that any such change, waiver, modification or variance that materially and adversely affects the rights of the trustee and the holders of the notes (and not the holders of the First Priority Liens or any other secured creditors in a like or similar manner) will require the consent of the trustee (acting at the direction of holders of a majority of the aggregate principal amount of notes outstanding); provided further, however, that notwithstanding the foregoing, the holders of the First Priority Liens may:

        (1)   direct the Collateral Agent to take actions with respect to the Collateral (including the release of the Collateral and the manner of realization) without the consent of the trustee and the holders of the notes; and

        (2)   agree to modify the Security Documents, without the consent of the trustee and the holders of the notes, to secure additional extensions of credit and add additional secured creditors so long as such modifications do not expressly violate the provisions of the Senior Credit Facility or the indenture.

        See "Risk Factors—Risks Relating to the Exchange Notes—Decisions regarding collateral—Holders of exchange notes will not control decisions regarding collateral."

        The holders of the First Priority Liens will receive all proceeds from any realization on the Collateral until the First Priority Lien Obligations (including, without limitation, post-petition interest at the rate provided for in the respective documentation for the First Priority Liens, whether or not a claim for post-petition interest is allowed in a bankruptcy or similar proceeding) are paid in full in cash in accordance with the terms thereof. Proceeds realized by the Collateral Agent from the Collateral will be applied:

•

first, to amounts owing to the Collateral Agent in its capacity as Collateral Agent;



•

second, to amounts owing to the holders of the First Priority Liens in accordance with the terms of the First Priority Lien Obligations;



•

third, to amounts owing to the trustee in its capacity as such in accordance with the terms of the indenture;



•

fourth, to amounts owing to the holders of the notes in accordance with the terms of the indenture; and

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•

fifth, to Dayton Superior and/or other persons entitled thereto.

        Subject to the terms of the Security Documents, Dayton Superior and the Guarantors will have the right to remain in possession and retain exclusive control of the Collateral securing the notes (other than any cash, securities, obligations and cash equivalents constituting part of the Collateral and deposited with the Collateral Agent in accordance with the provisions of the Security Documents and other than as set forth in the Security Documents), to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

        Collateral comprised of, among other things, cash and deposit accounts and letter of credit rights have not been perfected with respect to the First Priority Lien Obligations and will not be perfected with respect to the notes. In addition, no appraisals of any of the Collateral have been prepared by or on behalf of Dayton Superior in connection with the issuance of the notes. There can be no assurance that the proceeds from the sale of the Collateral remaining after the satisfaction of all obligations owed to the holders of the First Priority Liens or the holders of other Liens which have priority over the Second Priority Liens would be sufficient to satisfy the obligations owed to the holders of the notes. By its nature, some or all of the Collateral will be illiquid and may have no readily ascertainable market value. Accordingly, there can be no assurance that the Collateral can be sold in a short period of time or at all.

        See "Risk Factors—Risks Relating to the Exchange Notes—Rights of holders of exchange notes in the collateral may be adversely affected by bankruptcy proceedings" and "Risk Factors—Risks Relating to the Exchange Notes—There may not be sufficient collateral to pay all or any of the exchange notes."

Ranking

        The notes will:

•

be general senior obligations of Dayton Superior;



•

rank equal in right of payment with all existing and future unsubordinated indebtedness of Dayton Superior;



•

rank senior in right of payment to all existing and future subordinated indebtedness of Dayton Superior (including the 13% Senior Subordinated Notes due 2009);



•

be secured by the Second Priority Liens on the Collateral;



•

be effectively junior to all of the obligations, including trade payables, of Dayton Superior's Subsidiaries, except to the extent of value of any assets of the Subsidiaries which are part of the Collateral securing the notes; and



•

be effectively junior to any debt of Dayton Superior which is either (i) secured by a Lien on the Collateral that is senior or prior to the Second Priority Liens securing the notes, including the First Priority Liens and potentially any Permitted Liens, or (ii) secured by assets that are not part of the Collateral securing the notes.

        As of September 26, 2003:

•

Dayton Superior had $4.7 million in aggregate principal amount of additional secured indebtedness outstanding on a consolidated basis other than the notes, none of which was indebtedness under the Senior Credit Facility;



•

Dayton Superior had $20.4 million of borrowings available under the Senior Credit Facility, all of which was secured by a First Priority Lien on the Collateral; and

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•

Dayton Superior had $155.7 million in aggregate principal amount of subordinated indebtedness outstanding.

        In addition, pursuant to the subordination provisions of the outstanding 13% Senior Subordinated Notes Due 2009, the notes, together with indebtedness outstanding under the Senior Credit Facility, are deemed to be "Designated Senior Debt" under the indenture governing the 13% Senior Subordinated Notes Due 2009. However, the indenture governing the notes will provide that by accepting any notes, the trustee and the holders of the notes will have agreed to waive, for the benefit of the lenders under the Senior Credit Facility, during any period when there shall be any indebtedness outstanding under the Senior Credit Facility, any and all rights that holders of the notes may have that relate to being considered "Designated Senior Debt" under the indenture governing the 13% Senior Subordinated Notes Due 2009 (other than those rights which relate to being "Senior Debt" under the indenture governing the 13% Senior Subordinated Notes Due 2009), including, without limitation, the right of holders of "Designated Senior Debt" to give a "Default Notice" pursuant to Section 10.03(a) thereof commencing a "Blockage Period" therein.

Redemption

Optional Redemption

        Except as described below, the notes are not redeemable before June 15, 2006. Thereafter, Dayton Superior may redeem the notes at its option, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the following redemption prices (expressed as percentages of the principal amount thereof) if redeemed during the twelve-month period commencing on June 15 of the year set forth below.

Year	Percentage
2006	105.625	%
2007	102.813	%
2008	100.000	%

        In addition, Dayton Superior must pay all accrued and unpaid interest on the notes redeemed.

Optional Redemption upon Equity Offerings

        On one or more occasions prior to March 15, 2006, Dayton Superior may use the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the principal amount of the notes (including any additional notes) issued under the indenture at a redemption price of 110.750% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that:

        (1)   at least 65% of the aggregate principal amount of notes (including any additional notes) issued under the indenture remains outstanding immediately after any such redemption; and

        (2)   Dayton Superior makes such redemption not more than 90 days after the consummation of such Equity Offering.

Optional Redemption upon Change of Control

        In addition, at any time prior to June 15, 2006, upon the occurrence of a Change of Control, Dayton Superior may redeem the notes, in whole but not in part, at a redemption price equal to the principal amount of the notes plus the Applicable Premium plus accrued and unpaid interest, if any, to the date of redemption. Notice of redemption of the notes upon a Change of Control will be mailed to holders of the notes not more than 30 days following the occurrence of a Change of Control.

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Selection and Notice of Redemption

        In the event that Dayton Superior chooses to redeem less than all of the notes, selection of the notes for redemption will be made by the trustee either:

        (1)   in compliance with the requirements of the principal national securities exchange, if any, on which the notes are listed; or

        (2)   on a pro rata basis, by lot or by such method as the trustee shall deem fair and appropriate. No notes of a principal amount of $1,000 or less shall be redeemed in part.

        If a partial redemption is made with the proceeds of an Equity Offering, the trustee will select the notes only on a pro rata basis or on as nearly a pro rata basis as is practicable. Notice of redemption will be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address. On and after the redemption date, interest will cease to accrue on notes or portions thereof called for redemption as long as Dayton Superior has deposited with the Paying Agent funds in satisfaction of the applicable redemption price.

Subsidiary Guarantees

        The obligations of Dayton Superior under the notes and the indenture will be fully and unconditionally guaranteed jointly and severally (the "Guarantees") on a senior basis by all existing and future Domestic Restricted Subsidiaries (each, a "Guarantor"). Each Guarantee will be secured by Second Priority Liens on any Collateral owned by the Guarantor. A form of Guarantee will be attached as an exhibit to the indenture. The Guarantees will be pari passu in right of payment with all existing and future unsubordinated indebtedness of the Guarantors and will be effectively junior to any debt of any Guarantor that is either (1) secured by a Lien on the Collateral that is senior or prior to the Second Priority Liens securing the Guarantees, including the First Priority Liens and potentially any Permitted Liens, or (2) secured by assets that are not part of the Collateral securing the notes. The obligations of each Guarantor under its Guarantee will be limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

        Each Guarantor may consolidate with or merge into or sell its assets to Dayton Superior or another Guarantor without limitation, or with other Persons upon the terms and conditions set forth in the Indenture. See "Certain Covenants—Merger, Consolidation and Sale of Assets." In the event all of the Capital Stock of a Guarantor is sold by Dayton Superior in a transaction that does not violate the provisions set forth in "Certain Covenants—Limitation on Asset Sales," the Guarantor's Guarantee will be released.

Change of Control

        If a Change of Control occurs, each holder will have the right to require that Dayton Superior purchase all or a portion of such holder's notes pursuant to the offer described below (the "Change of Control Offer"), at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase.

        The indenture provides that, prior to the mailing of the notice referred to below, but in any event within 30 days following any Change of Control, Dayton Superior covenants to:

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repay in full and terminate all commitments under Indebtedness under the Senior Credit Facility and all other First Priority Lien Obligations the terms of which require repayment upon a Change of Control or offer to repay in full and terminate all commitments under the Senior Credit Facility and all other such First Priority Lien Obligations and to repay the Indebtedness owed to (and terminate all commitments of) each lender under the Senior Credit Facility and each other holder of a First Priority Lien Obligation which has accepted such offer; or

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obtain consents required under the Senior Credit Facility and all such other First Priority Lien Obligations to permit the repurchase of the notes as provided below.

        Dayton Superior will first comply with the covenant in the immediately preceding sentence before it is required to repurchase notes under the provisions described below. Dayton Superior's failure to comply with the covenant described in the second preceding sentence (and any failure to send the notice referred to in the succeeding paragraph as a result of the prohibition in the second preceding sentence) constitutes an Event of Default described in clause (3) and not in clause (2) under "Events of Default" below.

        Within 90 days following the date upon which the Change of Control occurred (or, at Dayton Superior's option, prior to the occurrence of such Change of Control), Dayton Superior must send, by first-class mail, a notice to each holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the "Change of Control Payment Date"); provided that any Change of Control Offer made prior to any date of such Change of Control shall be made only in the reasonable anticipation of such Change of Control; and provided, further, that Dayton Superior shall not be required to purchase any notes tendered pursuant to such Change of Control Offer if such Change of Control does not occur. Holders electing to have a note purchased pursuant to a Change of Control Offer will be required to surrender the note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third business day prior to the Change of Control Payment Date.

        If we make a Change of Control Offer, there can be no assurance that we will have available funds sufficient to pay the Change of Control purchase price for all the notes that might be delivered by holders seeking to accept the Change of Control Offer. In the event we are required to purchase notes pursuant to a Change of Control Offer, we expect that we would seek third party financing to the extent we lack available funds to meet our purchase obligations. However, there can be no assurance that we would be able to obtain such financing. The trustee may not waive the covenant relating to a holder's right to redemption upon a Change of Control. However, the covenant and other provisions contained in the indenture relating to our obligation to make a Change of Control Offer may be waived or modified with the written consent of the holders of a majority in principal amount of the notes. Restrictions described in the indenture on the ability of Dayton Superior and the Restricted Subsidiaries to incur additional Indebtedness, to grant liens on our property, to make Restricted Payments and to make Asset Sales may also make more difficult or discourage a takeover of Dayton Superior, whether favored or opposed by our management. Consummation of any such transaction may require redemption or repurchase of the notes, and there can be no assurance that Dayton Superior or the acquiring party will have sufficient financial resources to effect such redemption or repurchase. Such restrictions and the restrictions on transactions with Affiliates may make more difficult or discourage any leveraged buyout of Dayton Superior or any of its Restricted Subsidiaries by its management. While such restrictions cover a wide variety of arrangements which have traditionally been used to effect highly leveraged transactions, the indenture may not afford you protection in all circumstances from the adverse aspects of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction.

        The definition of "Change of Control" includes, among other things, a disposition of "all or substantially all" of the property and assets of Dayton Superior. With respect to the disposition of property or assets, the phrase "all or substantially all" as used in the indenture varies according to the facts and circumstances of the subject transaction, has no clearly established meaning under relevant law and is subject to judicial interpretation. Accordingly, in certain circumstances, there may be a degree of uncertainty in ascertaining whether a particular transaction would involve a disposition of "all

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or substantially all" of the property or assets of a Person, and therefore it may be unclear whether a Change of Control has occurred and whether we are required to make a Change of Control Offer.

        Dayton Superior will comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of notes pursuant to a Change of Control Offer. To the extent that compliance by Dayton Superior with the provisions of any such securities laws or regulations conflicts with the provisions of the indenture, such compliance shall be deemed not to be a breach of Dayton Superior's obligations under the "Change of Control" provisions of the indenture.

        Dayton Superior will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements applicable to a Change of Control Offer made by Dayton Superior and purchases all notes validly tendered and not withdrawn under such Change of Control Offer.

Certain Covenants

        The indenture contains, among others, the following covenants:

Limitation on Incurrence of Additional Indebtedness

        Dayton Superior will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness) and Dayton Superior will not permit any of its Restricted Subsidiaries to issue any Preferred Stock; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, Dayton Superior or any of the Guarantors may incur Indebtedness (including, without limitation, Acquired Indebtedness) and the Guarantors may issue Preferred Stock, in each case if on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect thereto, the Consolidated Fixed Charge Coverage Ratio of Dayton Superior would have been greater than 2.25 to 1.0.

        Dayton Superior and the Guarantors, if any, will not incur or suffer to exist any Indebtedness that is contractually subordinated in right of payment to any other Indebtedness of Dayton Superior or the Guarantors unless such Indebtedness is at least equally subordinated in right of payment to the notes or any Subsidiary Guarantee.

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Limitation on Restricted Payments

        Dayton Superior will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:

        (1)   declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of Dayton Superior) on or in respect of shares of Dayton Superior's Capital Stock to holders of such Capital Stock;

        (2)   purchase, redeem or otherwise acquire or retire for value any Capital Stock of Dayton Superior or any direct or indirect parent of Dayton Superior or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock;

        (3)   make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of Dayton Superior that is subordinate or junior in right of payment to the notes; or

        (4)   make any Investment (other than Permitted Investments)

(each of the foregoing actions set forth in clauses (1), (2), (3) and (4) being referred to as a "Restricted Payment"), if at the time of such Restricted Payment or immediately after giving effect thereto:

        (i)    a Default or an Event of Default shall have occurred and be continuing;

        (ii)   Dayton Superior is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the "Limitation on Incurrence of Additional Indebtedness" covenant; or

        (iii)  the aggregate amount of Restricted Payments (including such proposed Restricted Payment) made subsequent to the Issue Date (other than Restricted Payments made pursuant to clauses (2) (i) and (3) through (11) of the following paragraph) (the amount expended for such purposes, if other than in cash, being the fair market value of such property) shall exceed the sum, without duplication, of:

        (v)   50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of Dayton Superior earned subsequent to the beginning of the first fiscal quarter commencing after the Issue Date and on or prior to the date the Restricted Payment occurs (the "Reference Date") (treating such period as a single accounting period); plus

        (w)  100% of the aggregate net proceeds (including the fair market value of property other than cash that would constitute Marketable Securities or a Permitted Business) received by Dayton Superior from any Person (other than a Subsidiary of Dayton Superior) from the issuance and sale subsequent to the Issue Date and on or prior to the Reference Date of Qualified Capital Stock of Dayton Superior or other securities of Dayton Superior that have been converted into such Qualified Stock; plus

        (x)   without duplication of any amounts included in clause (iii) (w) above, 100% of the aggregate net cash proceeds of any equity contribution received by Dayton Superior from a holder of Dayton Superior's Capital Stock subsequent to the Issue Date; plus

        (y)   100% of the aggregate net proceeds (including the fair market value of property other than cash that would constitute Marketable Securities or a Permitted Business) of any

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(A) sale or other disposition of any Investment (other than a Permitted Investment) made by Dayton Superior and its Restricted Subsidiaries subsequent to the Issue Date or (B) dividend from, or the sale of the stock of, an Unrestricted Subsidiary of Dayton Superior made subsequent to the Issue Date; plus

        (z)   $8.6 million.

        Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph do not prohibit:

        (1)   the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of such dividend or notice of redemption if the dividend or payment of the redemption price, as the case may be, would have been permitted on the date of declaration or notice;

        (2)   if no Default or Event of Default shall have occurred and be continuing or shall occur as a consequence thereof, the acquisition of any shares of Capital Stock of Dayton Superior (the "Retired Capital Stock") either (i) solely in exchange for shares of Qualified Capital Stock of Dayton Superior (the "Refunding Capital Stock") or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of Dayton Superior) of shares of Qualified Capital Stock of Dayton Superior and, in the case of subclause (i) of this clause (2), if immediately prior to the retirement of the Retired Capital Stock the declaration and payment of dividends thereon was permitted under clause (4) of this paragraph, the declaration and payment of dividends on the Refunding Capital Stock in an aggregate amount per year no greater than the aggregate amount of dividends per annum that was declarable and payable on such Retired Capital Stock immediately prior to such retirement; provided that at the time of the declaration of any such dividends on the Refunding Capital Stock, no Default or Event of Default shall have occurred and be continuing or shall occur as a consequence thereof,

        (3)   if no Default or Event of Default shall have occurred and be continuing or shall occur as a consequence thereof, the acquisition of any indebtedness of Dayton Superior that is subordinate or junior in right of payment to the notes either:

        (i)    solely in exchange for shares of Qualified Capital Stock of Dayton Superior or

        (ii)   through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of Dayton Superior) of

        (A)  shares of Qualified Capital Stock of Dayton Superior or

        (B)  Refinancing Indebtedness;

        (4)   if no Default or Event of Default shall have occurred and be continuing or shall occur as a consequence thereof, the declaration and payment of dividends to holders of any class or series of Disqualified Capital Stock issued after the Issue Date (including, without limitation, the declaration and payment of dividends on Refunding Capital Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph); provided that, at the time of such issuance, Dayton Superior, after giving effect to such issuance on a pro forma basis, would have been able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the proviso of the "Limitation on Incurrence of Additional Indebtedness" covenant;

        (5)   if no Default or Event of Default shall have occurred and be continuing or shall occur as a consequence thereof, the redemption or repurchase of Dayton Superior's common equity or options in respect thereof, in each case in connection with the repurchase provisions of employee stock option or stock purchase agreements or other agreements to compensate management

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employees; provided that all such redemptions or repurchases pursuant to this clause (5) shall not exceed $2.5 million (with unused amounts in any fiscal year being carried over to succeeding fiscal years subject to a maximum of $5.0 million in any fiscal year) in any fiscal year (which amount shall be increased by the amount of any net cash proceeds received from the sale since the Issue Date of Capital Stock (other than Disqualified Capital Stock) to members of Dayton Superior's or any of its Subsidiaries' management team that have not otherwise been applied to the payment of Restricted Payments pursuant to the terms of clause (iii) of the immediately preceding paragraph and by the cash proceeds of any "key man" life insurance policies that are used to make such redemptions or repurchases) since the Issue Date; provided, further that the cancellation of Indebtedness owing to Dayton Superior from members of management of Dayton Superior or any of its Restricted Subsidiaries in connection with any repurchase of Capital Stock of Dayton Superior (or warrants or options or rights to acquire such Capital Stock) will not be deemed to constitute a Restricted Payment under the indenture;

        (6)   repurchases of Capital Stock deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price thereof;

        (7)   any purchase or repayment of Subordinated Indebtedness upon a Change of Control or an Asset Sale to the extent required by the agreement governing such Subordinated Indebtedness but only if:

        (a)   in the case of a Change of Control, Dayton Superior shall have complied with all of its obligations described under "—Change of Control" and purchased all the notes tendered pursuant to the Offer to Purchase required thereby prior to purchasing or repaying such Subordinated Indebtedness or (b) in the case of an Asset Sale, Dayton Superior shall have applied the Net Cash Proceeds from such Asset Sale in accordance with the covenant described under "—Limitation on Asset Sales;" provided that (i) in either case the purchase price (stated as a percentage of principal amount or issue price plus accrued original discount, if less) of such Subordinated Indebtedness shall not be greater than the price (stated as a percentage of principal amount) of the notes pursuant to any Offer to Purchase, and (ii) in the case of an Asset Sale, the aggregate amount of such Subordinated Indebtedness that Dayton Superior may purchase or repay shall not exceed the amount of unutilized Net Cash Proceeds, if any, remaining after Dayton Superior has purchased all notes tendered pursuant to such Offer to Purchase;

        (8)   any other Investment made in a Permitted Business which, together with all other Investments made pursuant to this clause (8) since the Issue Date, does not exceed $5.0 million (in each case, after giving effect to all subsequent reductions in the amount of any Investment made pursuant to this clause (8), either as a result of (i) the repayment or disposition thereof for cash or (ii) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary (valued, proportionate to Dayton Superior's equity interest in that Subsidiary at the time of that redesignation, at the fair market value of the net assets of that Subsidiary at the time of that redesignation), in the case of clauses (i) and (ii), not to exceed the amount of the Restricted Investment previously made pursuant to this clause (8)); provided that no Default or Event of Default shall have occurred and be continuing immediately after making that Investment;

        (9)   distributions or payments of receivable fees;

        (10) if no Default or Event of Default shall have occurred and be continuing or shall occur as a consequence thereof, other Restricted Payments in an aggregate amount not to exceed $5.0 million; and

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        (11) the purchase, prepayment, acquisition or retirement for value of 13% Senior Subordinated Notes due 2009 with up to $15.0 million.

        In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date in accordance with clause (iii) of the immediately preceding paragraph, (a) amounts expended pursuant to clauses (1) and (2)(ii) shall be included in such calculation, and (b) amounts expended pursuant to clauses (2)(i) and (3) through (11) shall be excluded from such calculation.

Limitation on Asset Sales

        Dayton Superior will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

        (1)   Dayton Superior or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of,

        (2)   at least 75% of the consideration received by Dayton Superior or the applicable Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of Productive Assets, cash and/or Cash Equivalents and shall be received at the time of such disposition, provided that the amount of:

        (A)  liabilities (as shown on Dayton Superior's or such Restricted Subsidiary's most recent balance sheet) of Dayton Superior or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the notes) that are assumed by the transferee of any such assets and for which Dayton Superior and its Restricted Subsidiaries receive a written release from all creditors;

        (B)  any notes or other obligations received by Dayton Superior or any such Restricted Subsidiary from such transferee that are converted by Dayton Superior or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and

        (C)  any Designated Noncash Consideration received by Dayton Superior or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, when taken together with all other Designated Noncash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed 5% of Total Assets at the time of the receipt of such Designated Noncash Consideration with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value; and

        (3)   upon the consummation of an Asset Sale, Dayton Superior shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof:

        (A)  to prepay any Indebtedness under the Senior Credit Facility, any Indebtedness secured by a First Priority Lien or a Permitted Lien or Indebtedness of a Restricted Subsidiary of Dayton Superior that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so),

        (B)  to reinvest in Productive Assets, or

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        (C)  a combination of prepayment and investment permitted by the foregoing clauses (A) and (B).

        Pending the final application of any such Net Cash Proceeds, Dayton Superior or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds in Cash Equivalents. On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of Dayton Superior or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clause (3)(A), (3)(B) or (3)(C) of the next preceding paragraph (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been so applied on or before such Net Proceeds Offer Trigger Date (each, a "Net Proceeds Offer Amount") shall be applied by Dayton Superior or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all holders on a pro rata basis, the maximum amount of notes that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration (including any Designated Noncash Consideration) received by Dayton Superior or any Restricted Subsidiary of Dayton Superior, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $10.0 million, the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate amount of all Net Proceeds Offer Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer Amount from all Asset Sales by Dayton Superior and its Restricted Subsidiaries aggregate at least $10.0 million, at which time Dayton Superior or such Restricted Subsidiary shall apply all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer (the first date the aggregate of all such deferred Net Proceeds Offer Amounts is equal to $10.0 million or more shall be deemed to be a Net Proceeds Offer Trigger Date).

        Each Net Proceeds Offer will be mailed to the record holders as shown on the register of holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the trustee, and shall comply with the procedures set forth in the indenture. Upon receiving notice of the Net Proceeds Offer, holders may elect to tender their notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent holders properly tender notes in an amount exceeding the Net Proceeds Offer Amount, notes of tendering holders will be purchased on a pro rata basis (based on amounts tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. To the extent that the aggregate amount of notes tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, Dayton Superior may use any remaining Net Proceeds Offer Amount for general corporate purposes or for any other purpose not prohibited by the indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero.

        Dayton Superior will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of notes pursuant to a Net Proceeds Offer. To the extent that compliance by Dayton Superior with the provisions of any securities laws or regulations conflicts with the "Asset Sale" provisions of the indenture, such compliance shall be deemed not to be a breach of Dayton Superior's obligations under the "Asset Sale" provisions of the indenture. The covenant and

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other provisions contained in the indenture relating to Dayton Superior's obligation to make a Net Proceeds Offer may be waived or modified with the written consent of the holders of a majority in principal amount of the notes.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

        Dayton Superior will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of Dayton Superior to:

        (1)   pay dividends or make any other distributions on or in respect of its Capital Stock (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock);

        (2)   make loans or advances or pay any Indebtedness or other obligation owed to Dayton Superior or any other Restricted Subsidiary of Dayton Superior; or

        (3)   transfer any of its property or assets to Dayton Superior or any other Restricted Subsidiary of Dayton Superior, except for such encumbrances or restrictions existing under or by reason of

        (A)  applicable law;

        (B)  the notes or the indenture and/or the documentation for the Second Priority Liens;

        (C)  non-assignment provisions of any contract or any lease of any Restricted Subsidiary of Dayton Superior entered into in the ordinary course of business;

        (D)  any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;

        (E)  the Senior Credit Facility and/or the documentation for the other First Priority Lien Obligations;

        (F)  agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;

        (G)  restrictions on the transfer of assets subject to any Lien permitted under the indenture imposed by the holder of such Lien;

        (H)  restrictions imposed by any agreement to sell assets or Capital Stock permitted under the indenture to any Person pending the closing of such sale;

        (I)   any agreement or instrument governing Capital Stock of any Person that is acquired;

        (J)   other Indebtedness or Preferred Stock of the Guarantors outstanding on the Issue Date or permitted to be issued or incurred under the indenture; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances) if the Board of Directors of Dayton Superior determines that any such encumbrance or restriction will not materially adversely affect Dayton Superior's ability to make principal or interest payments on the notes;

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        (K)  restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

        (L)  any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; and

        (M) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (L) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Dayton Superior's Board of Directors (evidenced by a Board Resolution), whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Liens

        Dayton Superior will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens of any kind against or upon any property or assets or any proceeds therefrom of Dayton Superior or any of its Restricted Subsidiaries whether owned on the Issue Date or acquired after the Issue Date, in each case to secure Indebtedness, unless:

        (1)   in the case of Liens securing Indebtedness that is expressly subordinate or junior in right of payment to the notes, the notes are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; and

        (2)   in all other cases, the notes are equally and ratably secured, except for:

        (a)   Liens existing as of the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date;

        (b)   Liens securing the notes and the Guarantees;

        (c)   Liens securing Refinancing Indebtedness which is incurred to Refinance any Indebtedness that was secured by a Lien permitted under the indenture and that has been incurred in accordance with the provisions of the indenture; provided, however, that such Liens do not extend to or cover any categories of property or assets of Dayton Superior or any of its Restricted Subsidiaries not securing the Indebtedness so Refinanced; and

        (d)   Permitted Liens.

Merger, Consolidation and Sale of Assets

        Dayton Superior will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of Dayton Superior to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of Dayton Superior's assets (determined on a consolidated

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basis for Dayton Superior and Dayton Superior's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless:

        (1)   either:

        (a)   Dayton Superior shall be the surviving or continuing corporation; or

        (b)   the Person (if other than Dayton Superior) formed by such consolidation or into which Dayton Superior is merged or the Person that acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of Dayton Superior and of Dayton Superior's Restricted Subsidiaries substantially as an entirety (the "Surviving Entity"):

        (x)   shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia; and

        (y)   shall expressly assume, by supplemental indenture (in form and substance satisfactory to the trustee) executed and delivered to the trustee, the due and punctual payment of the principal of and premium, if any, and interest on all of the notes and the performance of every covenant of the notes and the indenture on the part of Dayton Superior to be performed or observed; and

        (z)   shall expressly assume, by documentation reasonably requested by, and executed and delivered to, the trustee (and otherwise reasonably acceptable to the Collateral Agent), the due and punctual performance of every covenant and obligation under the Security Documents on the part of Dayton Superior to be performed or observed;

        (2)   except in the case of a merger of Dayton Superior with or into a Wholly Owned Restricted Subsidiary of Dayton Superior and except in the case of a merger entered into solely for the purpose of reincorporating Dayton Superior in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by clause (1) (b) (y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), Dayton Superior or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the proviso of the "Limitation on Incurrence of Additional Indebtedness" covenant;

        (3)   except in the case of a merger of Dayton Superior with or into a Wholly Owned Restricted Subsidiary of Dayton Superior and except in the case of a merger entered into solely for the purpose of reincorporating Dayton Superior in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted or to be released in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and

        (4)   Dayton Superior or the Surviving Entity shall have delivered to the trustee an officers' certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of the indenture and that all conditions precedent in the indenture relating to such transaction have been satisfied.

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        For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of Dayton Superior the Capital Stock of which constitutes all or substantially all of the properties and assets of Dayton Superior shall be deemed to be the transfer of all or substantially all of the properties and assets of Dayton Superior. However, transfers of assets between or among Dayton Superior and its Restricted Subsidiaries will not be subject to the foregoing covenant.

        The indenture provides that upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of Dayton Superior in accordance with the foregoing in which Dayton Superior is not the continuing corporation, the successor Person formed by such consolidation or into which Dayton Superior is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, Dayton Superior under the indenture and the notes with the same effect as if such Surviving Entity had been named as such and that, in the event of a conveyance, lease or transfer, the conveyor, lessor or transferor will be released from the provisions of the indenture.

        Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of its Guarantee and the indenture in connection with any transaction complying with the provisions of "—Limitation on Asset Sales") will not, and Dayton Superior will not cause or permit any Guarantor to, consolidate with or merge with or into any Person other than Dayton Superior or any other Guarantor unless:

        (1)   the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia;

        (2)   such entity assumes by supplemental indenture all of the obligations of the Guarantor on its Guarantee;

        (3)   immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

        (4)   immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, Dayton Superior could satisfy the provisions of clause (2) of the first paragraph of this covenant; and

        (5)   such entity assumes, by documentation reasonably requested by, and executed and delivered to, the trustee (and otherwise reasonably acceptable to the Collateral Agent), all obligations of the Guarantor, if any, under the Security Documents.

        Any merger or consolidation of a Guarantor with and into Dayton Superior (with Dayton Superior being the surviving entity) or another Guarantor need only comply with clause (4) of the first paragraph of this covenant.

Limitations on Transactions with Affiliates

        Dayton Superior will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to occur any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (an "Affiliate Transaction"), other than Affiliate Transactions on terms that are not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not

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an Affiliate of Dayton Superior or such Restricted Subsidiary; provided, however, that for an Affiliate Transaction with an aggregate value of $2.5 million or more, at Dayton Superior's option, either:

        (1)   a majority of the disinterested members of the Board of Directors of Dayton Superior shall determine in good faith that such Affiliate Transaction is on terms that are not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of Dayton Superior; or

        (2)   the Board of Directors of Dayton Superior or any such Restricted Subsidiary party to such Affiliate Transaction shall obtain an opinion from a nationally recognized investment banking, appraisal or accounting firm that such Affiliate Transaction is on terms that are not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of Dayton Superior.

        The restrictions set forth in the first paragraph of this covenant shall not apply to:

        (1)   reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of Dayton Superior or any Restricted Subsidiary of Dayton Superior as determined in good faith by Dayton Superior's Board of Directors or senior management;

        (2)   transactions exclusively between or among Dayton Superior and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by the indenture;

        (3)   any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the holders in any material respect than the original agreement as in effect on the Issue Date;

        (4)   Restricted Payments or Permitted Investments permitted by the indenture;

        (5)   the payment of customary annual management, consulting and advisory fees and related expenses to the Permitted Holders and their Affiliates made pursuant to any financial advisory, financing, underwriting or placement agreement or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by the Board of Directors of Dayton Superior or such Restricted Subsidiary in good faith;

        (6)   payments or loans to employees or consultants that are approved by the Board of Directors of Dayton Superior in good faith;

        (7)   sales of Qualified Capital Stock;

        (8)   the existence of, or the performance by Dayton Superior or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by Dayton Superior or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (8) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the holders of the notes in any material respect; and

        (9)   transactions effected as part of a Qualified Securitization Transaction.

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Future Guarantees by Domestic Restricted Subsidiaries

        Dayton Superior will not create or acquire another Domestic Restricted Subsidiary unless such Domestic Restricted Subsidiary executes and delivers a supplemental indenture to the indenture, providing for a Guarantee of payment of the notes by such Domestic Restricted Subsidiary on the same terms as set forth in the indenture.

        Notwithstanding the foregoing, any such Guarantee by a Domestic Restricted Subsidiary shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the trustee or any holder, upon any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of Dayton Superior of all of Dayton Superior's Capital Stock in, or all or substantially all of the assets of, such Domestic Restricted Subsidiary; provided that such sale or disposition of such Capital Stock or assets does not conflict with the terms of the indenture.

Conduct of Business

        Dayton Superior will not, and will not permit any of its Restricted Subsidiaries to, engage in any businesses a majority of whose revenues are not derived from businesses that are the same as, or reasonably similar, ancillary or related to, or a reasonable extension, development or expansion of, the businesses in which Dayton Superior and its Restricted Subsidiaries are engaged on the Issue Date.

Reports to Holders

        Whether or not required by the rules and regulations of the Commission, so long as any notes are outstanding, Dayton Superior will furnish to the holders of notes:

        (1)   all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if Dayton Superior were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of Dayton Superior and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in "Management's Discussion and Analysis of Financial Condition and Results of Operations," the financial condition and results of operations of Dayton Superior and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Dayton Superior) and, with respect to the annual information only, a report thereon by Dayton Superior's certified independent accountants; and

        (2)   all current reports that would be required to be filed with the Commission on Form 8-K if Dayton Superior were required to file such reports, in each case, within the time periods specified in the Commission's rules and regulations.

        In addition, whether or not required by the rules and regulations of the Commission, Dayton Superior will file a copy of all such information and reports with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.

        In addition, Dayton Superior has agreed that, for so long as any notes remain outstanding, it will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

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Events of Default

        The following events are defined in the indenture as "Events of Default":

        (1)   the failure to pay interest on any notes when the same becomes due and payable and the default continues for a period of 30 days;

        (2)   the failure to pay the principal of any notes when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchase);

        (3)   a default in the observance or performance of any other covenant or agreement contained in the indenture which default continues for a period of 30 days after Dayton Superior receives written notice specifying the default (and demanding that such default be remedied) from the trustee or the holders of at least 25% of the outstanding principal amount of the notes (except in the case of a default with respect to the "Merger, Consolidation and Sale of Assets" covenant, which will constitute an Event of Default with such notice requirement but without such passage of time requirement);

        (4)   the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of Dayton Superior or any Restricted Subsidiary of Dayton Superior (other than a Securitization Entity) which failure continues for at least 20 days, or the acceleration of the final stated maturity of any such Indebtedness, which acceleration remains uncured or unrescinded for at least 20 days, if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated (in each case with respect to which the 20-day period described above has passed), aggregates $7.5 million or more at any time;

        (5)   one or more judgments in an aggregate amount in excess of $7.5 million shall have been rendered against Dayton Superior or any of its Significant Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and nonappealable;

        (6)   certain events of bankruptcy affecting Dayton Superior or any of its Significant Subsidiaries;

        (7)   any Guarantee of a Significant Subsidiary ceases to be in full force and effect or any Guarantee of a Significant Subsidiary is declared to be null and void and unenforceable or any Guarantee of a Significant Subsidiary is found to be invalid or any Guarantor that is a Significant Subsidiary denies its liability under its Guarantee (other than by reason of release of a Guarantor in accordance with the terms of the indenture); or

        (8)   unless all of the Collateral has been released from the Second Priority Liens in accordance with the provisions of the Security Documents, default by Dayton Superior or any Significant Subsidiary in the performance of any material provision of the Security Documents which adversely affects the enforceability, validity, perfection or priority of the Second Priority Lien on a material portion of the Collateral granted to the Collateral Agent for the benefit of the trustee and the holders of the notes, the repudiation or disaffirmation by Dayton Superior or any Significant Subsidiary of its material obligations under the Security Documents or the determination in a judicial proceeding that the Security Documents are unenforceable or invalid against Dayton Superior or any Significant Subsidiary party thereto for any reason with respect to a material portion of the Collateral (which default, repudiation, disaffirmation or determination is not rescinded, stayed, or waived by the Persons having such authority pursuant to the Security

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Documents) or otherwise cured within 60 days after Dayton Superior receives written notice thereof specifying such occurrence from the trustee or the holders of at least 25% of the outstanding principal amount of the notes and demanding that such default be remedied.

        If an Event of Default (other than an Event of Default specified in clause (6) above with respect to Dayton Superior) shall occur and be continuing, the trustee or the holders of at least 25% in principal amount of outstanding notes may declare the principal of and accrued interest on all the notes to be due and payable by notice in writing to Dayton Superior and the trustee specifying the applicable Event of Default and that it is a "notice of acceleration", and the same shall become immediately due and payable.

        If an Event of Default specified in clause (6) above with respect to Dayton Superior occurs and is continuing, then all unpaid principal of and premium, if any, and accrued and unpaid interest on all of the outstanding notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder.

        The indenture provides that, at any time after a declaration of acceleration with respect to the notes as described in the two preceding paragraphs, the holders of a majority in principal amount of the notes may rescind and cancel such declaration and its consequences:

        (1)   if the rescission would not conflict with any judgment or decree;

        (2)   if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;

        (3)   to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;

        (4)   if Dayton Superior has paid the trustee its reasonable compensation and reimbursed the trustee for its expenses, disbursements and advances; and

        (5)   in the event of the cure or waiver of an Event of Default of the type described in clause (6) of the description above of Events of Default, the trustee shall have received an officers' certificate and an opinion of counsel that such Event of Default has been cured or waived.

        No such rescission shall affect any subsequent Default or impair any right consequent thereto.

        The holders of a majority in principal amount of the notes may waive any existing Default or Event of Default under the indenture, and its consequences, except a default in the payment of the principal of or interest on any notes.

        Holders of the notes may not enforce the indenture or the notes except as provided in the indenture and under the TIA. Subject to the provisions of the indenture relating to the duties of the trustee, the trustee is under no obligation to exercise any of its rights or powers under the indenture at the request, order or direction of any of the holders, unless such holders have offered to the trustee reasonable indemnity. Subject to all provisions of the indenture and applicable law, the holders of a majority in aggregate principal amount of the then outstanding notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee.

        Under the indenture, Dayton Superior is required to provide an officers' certificate to the trustee promptly upon any such officer obtaining knowledge of any Default or Event of Default (provided that such officers shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

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Legal Defeasance and Covenant Defeasance

        Dayton Superior may, at its option and at any time, elect to have its Obligations and the Obligations of the Guarantors discharged with respect to the outstanding notes ("Legal Defeasance"). Such Legal Defeasance means that Dayton Superior shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding notes, except for:

        (1)   the rights of holders to receive payments in respect of the principal of, premium, if any, and interest on the notes when such payments are due;

        (2)   Dayton Superior's obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payments;

        (3)   the rights, powers, trust, duties and immunities of the trustee and Dayton Superior's obligations in connection therewith; and

        (4)   the Legal Defeasance provisions of the indenture.

        In addition, Dayton Superior may, at its option and at any time, elect to have the Obligations of Dayton Superior released with respect to certain covenants that are described in the indenture, including the covenants relating to the provision of security interests in the Collateral ("Covenant Defeasance") and thereafter the notes will be unsecured and any omission to comply with such Obligations shall not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including nonpayment, bankruptcy, receivership, reorganization and insolvency events) described under "Events of Default" will no longer constitute an Event of Default with respect to the notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

        (1)   Dayton Superior must irrevocably deposit with the trustee, in trust, for the benefit of the holders cash in U.S. dollars, non-callable U.S. government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;

        (2)   in the case of Legal Defeasance, Dayton Superior shall have delivered to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee confirming that:

        (a)   Dayton Superior has received from, or there has been published by, the Internal Revenue Service a ruling; or

        (b)   since the Issue Date, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the holders will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

        (3)   in the case of Covenant Defeasance, Dayton Superior shall have delivered to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee confirming that the holders will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

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        (4)   no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing);

        (5)   such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of or constitute a default under the indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing), the Senior Credit Facility or any other material agreement or instrument to which Dayton Superior or any of its Subsidiaries is a party or by which Dayton Superior or any of its Subsidiaries is bound;

        (6)   Dayton Superior shall have delivered to the trustee an officers' certificate stating that the deposit was not made by Dayton Superior with the intent of preferring the holders over any other creditors of Dayton Superior or with the intent of defeating, hindering, delaying or defrauding any other creditors of Dayton Superior or others;

        (7)   Dayton Superior shall have delivered to the trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and

        (8)   certain other customary conditions precedent are satisfied.

        Notwithstanding the foregoing, the opinion of counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all notes not theretofore delivered to the trustee for cancellation (1) have become due and payable, or (2) will become due and payable on the maturity date or a redemption date within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of Dayton Superior.

        The trustee will acknowledge the Legal Defeasance or Covenant Defeasance, as the case may be, if Dayton Superior has delivered to the trustee an officers' certificate and an opinion of counsel stating that all conditions precedent under the indenture relating to the Legal Defeasance or Covenant Defeasance, respectively, have been complied with.

Satisfaction and Discharge

        The indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the notes, as expressly provided for in the indenture) as to all outstanding notes and all Security Interests in the Collateral created by the Security Documents in favor of the trustee and the holders of notes will be released when

        (1)   either:

        (a)   all the notes theretofore authenticated and delivered (except lost, stolen or destroyed notes which have been replaced or paid and notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by Dayton Superior and thereafter repaid to Dayton Superior or discharged from such trust) have been delivered to the trustee for cancellation; or

        (b)   all notes not theretofore delivered to the trustee for cancellation have become due and payable, pursuant to an optional redemption notice or otherwise, and Dayton Superior has irrevocably deposited or caused to be deposited with the trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the notes not theretofore delivered to the trustee for cancellation, for principal of, premium, if any, and interest on the notes to the date of deposit together with irrevocable instructions from Dayton Superior directing the trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; and

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        (2)   Dayton Superior has paid all other sums payable under the indenture by Dayton Superior.

        The trustee will acknowledge the satisfaction and discharge of the indenture and the release of the security interests in favor of the holders of the notes if Dayton Superior has delivered to the trustee an officers' certificate and an opinion of counsel stating that all conditions precedent under the indenture relating to the satisfaction and discharge of the indenture have been complied with.

Modification of the Indenture

        From time to time, Dayton Superior, any Guarantors and the trustee, without the consent of the holders, may amend the indenture and the Security Documents for certain specified purposes, including:

        (1)   curing ambiguities, defects or inconsistencies, so long as such change does not, in the opinion of the trustee, adversely affect the rights of any of the holders in any material respect;

        (2)   provide for the assumption by a successor Person of the obligations of Dayton Superior or any Guarantor under the indenture and the Security Documents in accordance with the covenant described under "Covenants—Merger, Consolidation and Sale of Assets";

        (3)   add any Guarantor;

        (4)   add any additional assets as Collateral; and

        (5)   release Collateral from the Lien of the indenture and the Security Documents when permitted or required by the Security Documents or the indenture.

        In formulating its opinion on such matters, the trustee will be entitled to rely on such evidence as it deems appropriate, including, without limitation, solely on an opinion of counsel.

        Other modifications and amendments of the indenture may be made with the consent of the holders of a majority in principal amount of the then outstanding notes issued under the indenture, except that, without the consent of each holder affected thereby, no amendment may:

        (1)   reduce the amount of notes whose holders must consent to an amendment;

        (2)   reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any notes;

        (3)   reduce the principal of or change or have the effect of changing the fixed maturity of any notes, or change the date on which any notes may be subject to redemption or reduce the redemption price therefor;

        (4)   make any notes payable in money other than that stated in the notes;

        (5)   make any change in the provisions of the indenture protecting the right of each holder to receive payment of principal of and interest on such note on or after the due date thereof or to bring suit to enforce such payment, or permitting holders of a majority in principal amount of notes to waive Defaults or Events of Default;

        (6)   after Dayton Superior's obligation to purchase notes arises thereunder, amend, change or modify in any material respect the obligation of Dayton Superior to make and consummate a Change of Control Offer in the event of a Change of Control or modify any of the provisions or definitions with respect thereto after a Change of Control has occurred; or

        (7)   release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or the indenture otherwise than in accordance with the terms of the indenture.

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Governing Law

        The indenture provides that it and the notes and any Subsidiary Guarantee will be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

The Trustee

        The indenture provides that, except during the continuance of an Event of Default, the trustee will perform only such duties as are specifically set forth in the indenture. During the existence of an Event of Default, the trustee will exercise such rights and powers vested in it by the indenture, and use the same degree of care and skill in its exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

        The indenture and the provisions of the TIA contain certain limitations on the rights of the trustee, should it become a creditor of Dayton Superior, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. Subject to the TIA, the trustee is permitted to engage in other transactions; provided that if the trustee acquires any conflicting interest as described in the TIA, it must eliminate such conflict or resign.

The Collateral Agent

        The Collateral Agent will initially be Deutsche Bank Trust Company Americas. The Security Documents provide that the Collateral Agent will perform only such duties as are specifically set forth in the Security Documents.

        In addition, the indenture will provide that neither the trustee nor the Collateral Agent, nor any of their respective officers, directors, employees, attorneys or agents, will be responsible for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any lien or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the liens or Security Documents or for any delay in doing so.

Certain Definitions

        Set forth below is a summary of certain of the defined terms used in the indenture. Reference is made to the indenture for the full definition of all such terms, as well as any other terms used herein for which no definition is provided.

        "13% Senior Subordinated Notes due 2009" means Dayton Superior's 13% Senior Subordinated Notes due 2009 issued under that certain indenture dated as of June 16, 2000, as amended, among Dayton Superior, the Guarantors named therein and United States Trust Company of New York, as trustee.

        "Acquired Indebtedness" means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of Dayton Superior or at the time it merges or consolidates with or into Dayton Superior or any of its Restricted Subsidiaries or that is assumed in connection with the acquisition of assets from such Person and in each case not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of Dayton Superior or such acquisition, merger or consolidation.

        "Affiliate" means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with,

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such specified Person. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative of the foregoing. Notwithstanding the foregoing, no Person (other than Dayton Superior or any Subsidiary of Dayton Superior) in whom a Securitization Entity makes an Investment in connection with a Qualified Securitization Transaction shall be deemed to be an Affiliate of Dayton Superior or any of its Subsidiaries solely by reason of such Investment.

        "Applicable Premium" means, with respect to a note, the greater of

        (1)   1.0% of the then outstanding principal amount of such note and

        (2)   (a) the present value of all remaining required interest and principal payments due on such note (other than interest accrued through the date of redemption) and all premium payments relating to the note assuming a redemption date of June 15, 2006, computed using a discount rate equal to the Treasury Rate plus 50 basis points minus

        (b)   the then outstanding principal amount of such note minus

        (c)   accrued interest paid on the date of redemption.

        "Asset Acquisition" means (a) an Investment by Dayton Superior or any Restricted Subsidiary of Dayton Superior in any other Person pursuant to which such Person shall become a Restricted Subsidiary of Dayton Superior, or shall be merged with or into or consolidated with Dayton Superior or any Restricted Subsidiary of Dayton Superior, or (b) the acquisition by Dayton Superior or any Restricted Subsidiary of Dayton Superior of the assets of any Person (other than a Restricted Subsidiary of Dayton Superior) which constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person, other than in the ordinary course of business.

        "Asset Sale" means any direct or indirect sale, issuance, conveyance, transfer, lease (other than leases entered into in the ordinary course of business), assignment or other transfer for value by Dayton Superior or any of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than Dayton Superior or a Restricted Subsidiary of Dayton Superior of:

        (1)   any Capital Stock of any Restricted Subsidiary of Dayton Superior, or

        (2)   any other property or assets of Dayton Superior or any Restricted Subsidiary of Dayton Superior other than in the ordinary course of business;

provided, however, that Asset Sales shall not include:

        (a)   a transaction or series of related transactions for which Dayton Superior or its Restricted Subsidiaries receive aggregate consideration of less than $1.0 million;

        (b)   the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of Dayton Superior as permitted under "—Certain Covenants—Merger, Consolidation and Sale of Assets" or any disposition that constitutes a Change of Control;

        (c)   the sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof;

        (d)   disposals or replacements of obsolete equipment in the ordinary course of business;

        (e)   the sale, lease, conveyance, disposition or other transfer by Dayton Superior or any Restricted Subsidiary of Dayton Superior of assets or property to one or more Restricted

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Subsidiaries of Dayton Superior in connection with Investments permitted under the "Limitation on Restricted Payments" covenant or pursuant to any Permitted Investment;

        (f)    dispositions in the ordinary course of business;

        (g)   foreclosures on assets;

        (h)   any exchange of like property pursuant to Section 1031 of the Internal Revenue code of 1986, as amended, for use in a Permitted Business;

        (i)    a Permitted Investment or a Restricted Payment that is permitted by the covenant described under the caption "—Limitation on Restricted Payments";

        (j)    the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of similar replacement equipment;

        (k)   sales of accounts receivable, equipment and related assets (including contract rights) of the type specified in the definition of Qualified Securitization Transaction to a Securitization Entity for the fair market value thereof, including cash in an amount at least equal to 75% of the fair market value thereof as determined in accordance with GAAP. For the purposes of this clause (k), Purchase Money Notes shall be deemed to be cash; and

        (l)    in the ordinary course of business, the license of patents, trademarks, copyrights and know-how to third Persons.

        "Board Resolution" means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the trustee.

        "Borrowing Base" means the sum of 75% of accounts receivable, net, and 60% of the sum of inventories and rental equipment, net (each as shown on Dayton Superior's most recently available consolidated balance sheet); provided that any accounts receivable, inventories or rental equipment that have been sold, conveyed or otherwise transferred to a Securitization Entity in connection with a Qualified Securitization Transaction shall not be included when calculating the Borrowing Base.

        "Capital Stock" means:

        (1)   with respect to any Person that is a corporation, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person or options to purchase the same; and

        (2)   with respect to any Person that is not a corporation, any and all partnership or other equity interests of such Person.

        "Capitalized Lease Obligation" means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP. For purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

        "Cash Equivalents" means:

        (1)   marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof,

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        (2)   marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody's;

        (3)   commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-2 from S&P or at least P-2 from Moody's;

        (4)   certificates of deposit or bankers' acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any U.S. branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $250.0 million;

        (5)   repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (1) above entered into with any bank meeting the qualifications specified in clause (4) above;

        (6)   investments in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through (5) above; and

        (7)   in the case of any Subsidiary organized or having its principal place of business outside the United States, investments denominated in the currency of the jurisdiction in which that Subsidiary is organized or has its principal place of business which are similar to the items specified in clauses (1), (2), (4), (5) and (6) above.

        "Change of Control" means the occurrence of one or more of the following events:

        (1)   any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of Dayton Superior to any Person or group of related Persons for purposes of Section 13 (d) of the Exchange Act (a "Group"), other than to the Permitted Holders or their Related Parties or any Permitted Group;

        (2)   the approval by the holders of Capital Stock of Dayton Superior of any plan or proposal for the liquidation or dissolution of Dayton Superior (whether or not otherwise in compliance with the provisions of the indenture);

        (3)   any Person or Group (other than the Permitted Holders or their Related Parties or any Permitted Group) shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of Dayton Superior; or

        (4)   the first day on which a majority of the members of the Board of Directors of Dayton Superior are not Continuing Directors.

        "Common Stock" of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person's common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common stock.

        "Consolidated EBITDA" means, with respect to any Person, for any period, the sum (without duplication) of such Person's:

        (1)   Consolidated Net Income, and

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        (2)   to the extent Consolidated Net Income has been reduced thereby:

        (a)   all income taxes and foreign withholding taxes of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period;

        (b)   Consolidated Interest Expense;

        (c)   Consolidated Non-cash Charges less any non-cash items increasing Consolidated Net Income for such period (other than normal accruals in the ordinary course of business);

        (d)   any cash charges resulting from the issuance of the notes or the use of the proceeds therefrom that, in each case, are incurred prior to the six month anniversary of the Issue Date; and

        (e)   any non-capitalized transactions costs incurred in connection with actual, proposed or abandoned financings, acquisitions or divestitures, including, but not limited to, financing and refinancing fees and costs incurred in connection with the Transactions,

all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP.

        "Consolidated Fixed Charge Coverage Ratio" means, with respect to any Person, the ratio of (x) Consolidated EBITDA of such Person during the four full fiscal quarters (the "Four-Quarter Period") ending prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio for which financial statements are available (the "Transaction Date") to (y) Consolidated Fixed Charges of such Person for the Four-Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

        (1)   the incurrence or repayment of any Indebtedness or the issuance of any Designated Preferred Stock of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness or the issuance or redemption of other Preferred Stock (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to revolving credit facilities, occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment or issuance or redemption, as the case may be (and the application of the proceeds thereof), had occurred on the first day of the Four-Quarter Period; and

        (2)   Asset Sales or other dispositions or Asset Acquisitions (including, without limitation, (A) any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness, and (B) any Consolidated EBITDA (including any pro forma expense and cost reductions and other operating improvements that have occurred or are reasonably expected to occur in the reasonable judgment of the chief financial officer of Dayton Superior (regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with GAAP, Regulation S-X promulgated under the Securities Act or any other regulation or policy of the SEC related thereto) attributable to the assets which are the subject of the Asset Acquisition or Asset Sale or other disposition and without regard to clause (4) of the definition of Consolidated Net Income) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or other disposition or Asset Acquisition (including the

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incurrence or assumption of any such Acquired Indebtedness) occurred on the first day of the Four-Quarter Period. If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such other Indebtedness that was so guaranteed.

        Furthermore, in calculating "Consolidated Fixed Charges" for purposes of determining the denominator (but not the numerator) of this "Consolidated Fixed Charge Coverage Ratio":

        (1)   interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; and

        (2)   notwithstanding clause (1) of this paragraph, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

        "Consolidated Fixed Charges" means, with respect to any Person for any period, the sum, without duplication, of:

        (1)   Consolidated Interest Expense; plus

        (2)   the product of (x) the amount of all cash dividend payments on any series of Preferred Stock of such Person times (y) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated federal, state and local income tax rate of such Person, expressed as a decimal; provided that with respect to any series of Preferred Stock that was not paid cash dividends during such period but that is eligible to be paid cash dividends during any period prior to the maturity date of the notes, cash dividends shall be deemed to have been paid with respect to such series of Preferred Stock during such period for purposes of this clause (2).

        "Consolidated Interest Expense" means, with respect to any Person for any period, the sum of, without duplication:

        (1)   the aggregate of all cash and non-cash interest expense with respect to all outstanding Indebtedness of such Person and its Restricted Subsidiaries, including the net costs associated with Interest Swap Obligations, for such period determined on a consolidated basis in conformity with GAAP, but excluding amortization or write-off of debt issuance costs;

        (2)   the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; and

        (3)   the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP.

        "Consolidated Net Income" means, with respect to any Person, for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP and without any deduction in respect of Preferred Stock dividends; provided that there shall be excluded therefrom:

        (1)   gains and losses from Asset Sales (without regard to the $1.0 million limitation set forth in the definition thereof) and the related tax effects according to GAAP;

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        (2)   gains and losses due solely to fluctuations in currency values and the related tax effects according to GAAP;

        (3)   all extraordinary, unusual or nonrecurring charges, gains and losses (including, without limitation, all restructuring costs and any expense or charge related to the repurchase of Capital Stock or warrants or options to purchase Capital Stock) and the related tax effects according to GAAP;

        (4)   the net income (or loss) of any Person acquired in a pooling of interests transaction accrued prior to the date it becomes a Restricted Subsidiary of the referent Person or is merged or consolidated with or into such Person or any Restricted Subsidiary of such Person;

        (5)   the net income (or loss) of any Restricted Subsidiary of the referent Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is prohibited by contract, operation of law or otherwise;

        (6)   the net loss of any Person, other than a Restricted Subsidiary of the referent Person;

        (7)   the net income of any Person, other than a Restricted Subsidiary of the referent Person, except to the extent of cash dividends or distributions paid to the referent Person or a Restricted Subsidiary of the referent Person by such Person;

        (8)   in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person's assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets; and

        (9)   any non-cash compensation charges, including any arising from existing stock options resulting from any merger or recapitalization transaction.

        "Consolidated Net Tangible Assets" means, with respect to any Person, the total assets minus unamortized deferred tax assets, goodwill, patents, trademarks, service marks, trade names, copyrights and all other items which would be treated as intangibles, in each case on the most recent consolidated balance sheet of such Person and its Restricted Subsidiaries prepared in accordance with GAAP.

        "Consolidated Non-cash Charges" means, with respect to any Person, for any period, the aggregate depreciation, amortization and other non-cash charges and expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charges that require an accrual of or a reserve for cash payments for any future period other than accruals or reserves in the ordinary course of business or associated with mandatory repurchases of equity securities). Notwithstanding the foregoing, accruals in respect of payables in the ordinary course of business shall be deemed not to constitute a "Consolidated Non-cash Charge."

        "Consolidated Senior Secured Debt" means, at any time, as determined at such time for Dayton Superior and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP, the sum of, without duplication, (1) the aggregate principal amount of unsubordinated Indebtedness of Dayton Superior or any Restricted Subsidiary of Dayton Superior secured by a Lien on any assets of Dayton Superior or any Restricted Subsidiary and (2) the aggregate principal amount of all outstanding Indebtedness under the notes.

        "Consolidated Senior Secured Leverage Ratio" means as of any date the ratio of Consolidated Senior Secured Debt on such date to Consolidated EBITDA of Dayton Superior for the most recent four full fiscal quarters for which financial statements are available (the "Four Quarter Period") ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Senior Secured Leverage Ratio (the "Transaction Date"). In addition to and without limitation of the

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foregoing, for purposes of this definition, "Consolidated Senior Secured Debt" shall be calculated after giving pro forma effect to any incurrence of Indebtedness on such date and to the use of the proceeds therefrom, and "Consolidated EBITDA" shall be calculated after giving effect on a pro forma basis (consistent with the provisions below) for the period of such calculation to:

        (1)   the incurrence or repayment of any Indebtedness or the issuance of any Designated Preferred Stock of Dayton Superior or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness or the issuance or redemption of other Preferred Stock (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to revolving credit facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment or issuance or redemption, as the case may be (and the application of the proceeds thereof), had occurred on the first day of the Four Quarter Period; and

        (2)   Asset Sales or other dispositions or Asset Acquisitions (including, without limitation, (A) any Asset Acquisition giving rise to the need to make such calculation as a result of Dayton Superior or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness, and (B) any Consolidated EBITDA (including any pro forma expense and cost reductions and other operating improvements that have occurred or are reasonably expected to occur in the reasonable judgment of the chief financial officer of Dayton Superior (regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with GAAP, Regulation S-X promulgated under the Securities Act or any other regulation or policy of the SEC related thereto) attributable to assets which are the subject of the Asset Acquisition or Asset Sale or other disposition and without regard to clause (4) of the definition of Consolidated Net Income) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or other disposition or Asset Acquisition (including the incurrence or assumption for any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period. If Dayton Superior or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if Dayton Superior or any such Restricted Subsidiary of Dayton Superior had directly incurred or otherwise assumed such other Indebtedness that was so guaranteed.

        "Continuing Director" means, as of any date of determination, any member of the Board of Directors of Dayton Superior who:

        (1)   was a member of such Board of Directors on the Issue Date; or

        (2)   was nominated for election or elected to such Board of Directors by any of the Permitted Holders or with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election or the applicable Guarantor, as the case may be.

        "Credit Facilities" means one or more debt facilities (including, without limitation, the Senior Credit Facility) or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) and/or letters of credit, bank guarantees or banker's acceptances.

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        "Currency Agreement" means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect Dayton Superior or any Restricted Subsidiary of Dayton Superior against fluctuations in currency values.

        "Default" means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

        "Designated Noncash Consideration" means any noncash consideration received by Dayton Superior or one of its Restricted Subsidiaries in connection with an Asset Sale that is designated as Designated Noncash Consideration pursuant to an officers' certificate executed by the principal executive officer and the principal financial officer of Dayton Superior or such Restricted Subsidiary at the time of such Asset Sale. Any particular item of Designated Noncash Consideration will cease to be considered to be outstanding once it has been sold for cash or Cash Equivalents. At the time of receipt of any Designated Noncash Consideration, Dayton Superior shall deliver an officers' certificate to the trustee which shall state the fair market value of such Designated Noncash Consideration and shall state the basis of such valuation, which shall be a report of a nationally recognized investment banking, appraisal or accounting firm with respect to the receipt in one transaction or a series of related transactions of Designated Noncash Consideration with a fair market value in excess of $10.0 million.

        "Designated Preferred Stock" means Preferred Stock that is so designated as Designated Preferred Stock, pursuant to an officers' certificate executed by the principal executive officer and the principal financial officer of Dayton Superior, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (iii) (x) of the first paragraph of the "Limitation on Restricted Payments" covenant.

        "Disqualified Capital Stock" means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control) on or prior to the final maturity date of the notes.

        "Domestic Restricted Subsidiary" means any Restricted Subsidiary of Dayton Superior that is incorporated under the laws of the United States or any state thereof or the District of Columbia.

        "Domestic Subsidiary" means any Subsidiary of Dayton Superior incorporated under the laws of the United States, any State or the District of Columbia.

        "Equity Offering" means in connection with any optional redemption pursuant to "—Optional Redemption Upon Equity Offerings," any offering of Qualified Capital Stock of Dayton Superior or any direct or indirect parent of Dayton Superior generating gross proceeds to Dayton Superior of at least $25.0 million; provided that in the case of a Qualified Capital Stock Offering by any direct or indirect parent of Dayton Superior, such parent makes a contribution to Dayton Superior, or is issued Qualified Capital Stock of Dayton Superior by Dayton Superior in an amount equal to the redemption price of the notes to be redeemed in such redemption plus accrued and unpaid interest thereon.

        "fair market value" means, with respect to any asset or property, the price which could be negotiated in an arm's-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair market value shall be determined by the Board of Directors of Dayton Superior acting reasonably and in good faith and shall be evidenced by a Board Resolution of the Board of Directors of Dayton Superior delivered to the trustee.

        "First Priority Liens" means all Liens that secure the First Priority Lien Obligations.

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"First Priority Lien Obligations" means the Indebtedness and other Obligations secured by Liens permitted under clauses (1), (2), (3), (4), (15) and (16) of the definition of Permitted Liens (including, without limitation, Indebtedness and other Obligations under the Senior Credit Facility, Interest Swap Obligations, Currency Agreements, Hedging Agreements and other hedging arrangements).

        "Foreign Restricted Subsidiary" means any Restricted Subsidiary of Dayton Superior incorporated in any jurisdiction outside of the United States.

        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect from time to time.

        "Guarantee" means:

        (1)   the senior guarantee of the notes by the Domestic Restricted Subsidiaries of Dayton Superior; and

        (2)   the senior guarantee of the notes by any Restricted Subsidiary required under the terms of the "Future Guarantees by Domestic Restricted Subsidiaries" covenant.

        "Guarantor" means any Restricted Subsidiary of Dayton Superior that incurs a Guarantee; provided that upon the release and discharge of such Restricted Subsidiary from its Guarantee in accordance with the indenture, such Restricted Subsidiary shall cease to be a Guarantor.

        "Hedging Agreement" means any agreement with respect to the hedging of price risk associated with the purchase of commodities used in the business of Dayton Superior and its Restricted Subsidiaries.

        "Indebtedness" means, with respect to any Person, without duplication:

        (1)   all Obligations of such Person for borrowed money;

        (2)   all Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

        (3)   all Capitalized Lease Obligations of such Person;

        (4)   all Obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all Obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business);

        (5)   all Obligations for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction;

        (6)   guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (1) through (5) above and clause (8) below;

        (7)   all Obligations of any other Person of the type referred to in clauses (1) through (6) above which are secured by any Lien on any property or asset of such Person, the amount of such Obligation being deemed to be the lesser of the fair market value of such property or asset or the amount of the Obligation so secured;

        (8)   all Obligations under Currency Agreements and Interest Swap Obligations of such Person; and

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        (9)   all Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any.

        For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Stock. For the purposes of calculating the amount of Indebtedness of a Securitization Entity outstanding as of any date, the face or notional amount of any interest in receivables or equipment that is outstanding as of such date shall be deemed to be Indebtedness but any such interests held by Affiliates of such Securitization Entity shall be excluded for purposes of such calculation.

        The amount of any Indebtedness outstanding as of any date shall be:

        (1)   the accreted value thereof, in the case of any Indebtedness that does not require current payments of interest; and

        (2)   the principal amount thereof, in the case of any other Indebtedness provided that the principal amount of any Indebtedness that is denominated in any currency other than United States dollars shall be the amount thereof, as determined pursuant to the foregoing provision, converted into United States dollars at the Spot Rate in effect on the date that Indebtedness was incurred or, if that indebtedness was incurred prior to the Issue Date, the Spot Rate in effect on the Issue Date. If such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant Spot Rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the Spot Rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

        Indebtedness shall not include obligations of any Person (A) resulting from the endorsement of negotiable instruments for collection in the ordinary course of business and consistent with past business practices and (B) under stand-by letters of credit to the extent collateralized by cash or Cash Equivalents.

        "Interest Swap Obligations" means the obligations of any Person pursuant to any arrangement with any other Person whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements.

        "Investment" means, with respect to any Person, any direct or indirect loan or other extension of credit (including, without limitation, a guarantee) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any other Person. "Investment" shall exclude

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extensions of trade credit by Dayton Superior and its Restricted Subsidiaries in accordance with normal trade practices of Dayton Superior or such Restricted Subsidiary, as the case may be. If Dayton Superior or any Restricted Subsidiary of Dayton Superior sells or otherwise disposes of any Common Stock of any direct or indirect Restricted Subsidiary of Dayton Superior such that, after giving effect to any such sale or disposition, such Restricted Subsidiary is no longer a Restricted Subsidiary of Dayton Superior, Dayton Superior shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Common Stock of such Restricted Subsidiary not sold or disposed of.

        "Lien" means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest).

        "Marketable Securities" means publicly traded debt or equity securities that are listed for trading on a national securities exchange and that were issued by a corporation whose debt securities are rated in one of the three highest rating categories by either S&P or Moody's.

        "Moody's" means Moody's Investors Service, Inc.

        "Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents, including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting interest) received by Dayton Superior or any of its Restricted Subsidiaries from such Asset Sale net of:

        (1)   reasonable out-of-pocket expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions);

        (2)   taxes paid or payable after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements; and

        (3)   appropriate amounts to be provided by Dayton Superior or any Restricted Subsidiary of Dayton Superior, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by Dayton Superior or any Restricted Subsidiary of Dayton Superior, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale.

        "Obligations" means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

        "Permitted Business" means any business (including stock or assets) that derives a majority of its revenues from the business engaged in by Dayton Superior and its Restricted Subsidiaries on the Issue Date and /or activities that are reasonably similar, ancillary or related to, or a reasonable extension, development or expansion of, the businesses in which Dayton Superior and its Restricted Subsidiaries are engaged on the Issue Date.

        "Permitted Group" means any group of investors that is deemed to be a "person" (as such term is used in Section 13 (d) (3) of the Exchange Act) by virtue of the Stockholders Agreements, as the same may be amended, modified or supplemented from time to time, provided that no single Person (together with its Affiliates), other than the Permitted Holders and their Related Parties, is the "beneficial owner" (as such term is used in Section 13 (d) of the Exchange Act), directly or indirectly, of more than 50% of the voting power of the issued and outstanding Capital Stock of Dayton Superior that is "beneficially owned" (as defined above) by such group of investors.

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        "Permitted Holders" means Odyssey Investment Partners Fund, LP, its Affiliates and any general or limited partners on the Issue Date of Odyssey Investment Partners Fund, LP.

        "Permitted Indebtedness" means, without duplication, each of the following:

        (1)   Indebtedness under the outstanding notes and the indenture issued on the Issue Date and any notes issued in exchange therefor pursuant to the indenture and any Guarantees thereof in an aggregate principal amount not to exceed the amount issued on the Issue Date;

        (2)   Indebtedness of Dayton Superior or any of its Restricted Subsidiaries incurred pursuant to one or more Credit Facilities in an aggregate principal amount at any time outstanding pursuant to this clause (2) not to exceed the greater of $65.0 million or the Borrowing Base; provided that the amount of Indebtedness permitted to be incurred pursuant to Credit Facilities in accordance with this clause (2) shall be in addition to any Indebtedness permitted to be incurred pursuant to Credit Facilities in reliance on, and in accordance with, clauses (7), (12) and (14) below and; provided further that any Indebtedness outstanding under the Senior Credit Facility on the Issue Date shall initially be deemed to be incurred under this clause (2);

        (3)   other Indebtedness of Dayton Superior and its Restricted Subsidiaries outstanding on the Issue Date reduced by the amount of any scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions thereof;

        (4)   Interest Swap Obligations of Dayton Superior or its Restricted Subsidiaries covering Indebtedness of Dayton Superior or any of its Restricted Subsidiaries; provided that any Indebtedness to which any such Interest Swap Obligations correspond is otherwise permitted to be incurred under the indenture; and provided further that such Interest Swap Obligations are entered into, in the judgment of Dayton Superior, to protect Dayton Superior or any of its Restricted Subsidiaries from fluctuations in interest rates on its outstanding Indebtedness and not for purposes of speculation;

        (5)   Indebtedness of Dayton Superior or any Restricted Subsidiary of Dayton Superior under Hedging Agreements and Currency Agreements so long as any such agreement has been entered into in the ordinary course of business and not for purposes of speculation;

        (6)   the incurrence by Dayton Superior or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Dayton Superior and any such Restricted Subsidiaries; provided, however, that:

        (a)   any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than Dayton Superior or a Restricted Subsidiary thereof, and

        (b)   any sale or other transfer of any such Indebtedness to a Person that is not either Dayton Superior or a Restricted Subsidiary thereof (other than by way of granting a Lien permitted under the indenture or in connection with the exercise of remedies by a secured creditor)

shall be deemed, in each case, to constitute an incurrence of such Indebtedness by Dayton Superior or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

        (7)   Indebtedness (including Capitalized Lease Obligations) incurred by Dayton Superior or any of its Restricted Subsidiaries to finance the purchase, lease or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount outstanding after giving effect to that incurrence not to exceed $5.0 million in aggregate principal amount at any one time outstanding;

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        (8)   Refinancing Indebtedness;

        (9)   guarantees by Dayton Superior and the Guarantors of the Indebtedness of Dayton Superior or any of its Restricted Subsidiaries; provided that such Indebtedness is permitted to be incurred under the indenture;

        (10) Indebtedness arising from agreements of Dayton Superior or a Restricted Subsidiary of Dayton Superior providing for indemnification, adjustment of purchase price, earn out or other similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Restricted Subsidiary of Dayton Superior, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition; provided that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by Dayton Superior and its Restricted Subsidiaries in connection with such disposition;

        (11) obligations in respect of performance and surety bonds and completion guarantees provided by Dayton Superior or any Restricted Subsidiary of Dayton Superior in the ordinary course of business;

        (12) additional Indebtedness of Dayton Superior or any of its Restricted Subsidiaries in an aggregate principal amount that does not exceed $5.0 million at any one time outstanding (which amount may, but need not, be incurred in whole or in part under a Credit Facility);

        (13) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five business days of incurrence;

        (14) Indebtedness of Dayton Superior or any of its Restricted Subsidiaries represented by letters of credit for the account of Dayton Superior or such Restricted Subsidiary, as the case may be, issued in the ordinary course of business of Dayton Superior or such Restricted Subsidiary, including, without limitation, in order to provide security for workers' compensation claims or payment obligations in connection with self-insurance or similar requirements in the ordinary course of business and other Indebtedness with respect to workers' compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees provided by Dayton Superior or any Restricted Subsidiary of Dayton Superior in the ordinary course of business;

        (15) the incurrence by a Securitization Entity of Indebtedness in a Qualified Securitization Transaction that is non-recourse to Dayton Superior or any Restricted Subsidiary of Dayton Superior (except for Standard Securitization Undertakings); and

        (16) unsecured Indebtedness issued in connection with the acquisition of a Permitted Business in an amount reflected on the consolidated balance sheet of Dayton Superior not to exceed $7.5 million on the date of issuance; provided that the final maturity of such Indebtedness is after the final maturity of the notes.

        For purposes of determining compliance with the "Limitation on Incurrence of Additional Indebtedness" covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (16) above or is permitted to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio provisions of such covenant, Dayton Superior shall, in its sole discretion, classify (or later reclassify) such item of Indebtedness in any manner that complies with such covenant. Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with

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the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of the "Limitation on Incurrence of Additional Indebtedness" covenant.

        "Permitted Investments" means:

        (1)   Investments by Dayton Superior or any Restricted Subsidiary of Dayton Superior in any Restricted Subsidiary of Dayton Superior (whether existing on the Issue Date or created thereafter) or any Person (including by means of any transfer of cash or other property) if as a result of such Investment such Person shall become a Restricted Subsidiary of Dayton Superior or that will merge with or consolidate into Dayton Superior or a Restricted Subsidiary of Dayton Superior and Investments in Dayton Superior by any Restricted Subsidiary of Dayton Superior;

        (2)   Investments in cash and Cash Equivalents;

        (3)   loans and advances to employees and officers of Dayton Superior and its Restricted Subsidiaries for bona fide business purposes in an aggregate principal amount not to exceed $5.0 million at any one time outstanding;

        (4)   Currency Agreements, Hedging Agreements and Interest Swap Obligations entered into in the ordinary course of business and otherwise in compliance with the indenture and not for purposes of speculation;

        (5)   Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or in good faith settlement of delinquent obligations of such trade creditors or customers;

        (6)   Investments made by Dayton Superior or its Restricted Subsidiaries as a result of consideration received in connection with an Asset Sale made in compliance with the "Limitation on Asset Sales" covenant;

        (7)   Investments existing on the Issue Date or made pursuant to commitments existing on the Issue Date;

        (8)   accounts receivable and extended payment terms provided to customers that are made created or acquired in the ordinary course of business;

        (9)   guarantees by Dayton Superior or a Restricted Subsidiary of Dayton Superior permitted to be incurred under the indenture;

        (10) any Investment in a Person engaged in a Permitted Business (other than an Investment in an Unrestricted Subsidiary) having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding, not to exceed 5% of Total Assets at the time of that Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

        (11) the incurrence by a Securitization Entity of Indebtedness in a Qualified Securitization Transaction that is non-recourse to Dayton Superior or any Restricted Subsidiary of Dayton Superior (except for Standard Securitization Undertakings); and

        (12) other Investments to the extent paid for with Qualified Capital Stock of Dayton Superior.

        "Permitted Liens" means the following types of Liens:

        (1)   Liens on assets of Dayton Superior or any Restricted Subsidiary of Dayton Superior to secure Indebtedness incurred under clause (2) of the definition of "Permitted Indebtedness";

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        (2)   Liens securing the aggregate amount of Indebtedness (including Acquired Indebtedness) incurred in connection with (or at any time following the consummation of) an Asset Acquisition equal to, at the time of incurrence, the net increase in inventory, accounts receivable and net property, plant and equipment attributable to such Asset Acquisition from the amounts reflected on Dayton Superior's historical consolidated balance sheet as of the end of the full fiscal quarter ending on or prior to the date of such Asset Acquisition, calculated after giving effect on a pro forma basis to such Asset Acquisition (which amount may, but need not, be incurred in whole or in part under a Credit Facility);

        (3)   Liens securing the maximum principal amount of Indebtedness that can be incurred such that on the date of the incurrence of such Indebtedness, after giving pro forma effect to the incurrence thereof and the application of the proceeds thereof, the Consolidated Senior Secured Leverage Ratio does not exceed 3.0:1.0 (which amount may, but need not, be incurred in whole or in part under a Credit Facility) (it being understood that, if the agent under a Credit Facility receives an officer's certificate to the effect that the incurrence of a Lien to secure such Indebtedness (or in the case of revolving credit Indebtedness, that the incurrence of the entire committed amount thereof at the date on which the initial borrowing thereunder occurs) is permitted under this clause, then the Lien securing such Indebtedness under a Credit Facility shall retain its seniority even if the Lien was actually not permitted);

        (4)   Liens on assets of Dayton Superior or any of its Restricted Subsidiaries securing up to $5.0 million in aggregate principal amount of Indebtedness at any one time outstanding;

        (5)   Liens for taxes, assessments or governmental charges or claims either:

        (a)   not delinquent; or

        (b)   contested in good faith by appropriate proceedings and as to which Dayton Superior or the applicable Restricted Subsidiary has set aside on its books such reserves as may be required pursuant to GAAP;

        (6)   statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen and repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP has been made in respect thereof,

        (7)   Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

        (8)   judgment Liens not giving rise to an Event of Default;

        (9)   easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of Dayton Superior or any of its Restricted Subsidiaries;

        (10) any interest or title of a lessor under any Capitalized Lease Obligation;

        (11) purchase money Liens to finance property or assets or improvements thereof of Dayton Superior or any Restricted Subsidiary of Dayton Superior; provided, however, that

        (a)   the related purchase money Indebtedness shall not exceed the cost of such property, assets or improvements and shall not be secured by any property or assets of Dayton Superior

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or any Restricted Subsidiary of Dayton Superior other than the property and assets so acquired, and

        (b)   the Lien securing such Indebtedness shall be created within 90 days of such acquisition;

        (12) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

        (13) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

        (14) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of Dayton Superior or any of its Restricted Subsidiaries, including rights of offset and set-off;

        (15) Liens securing Interest Swap Obligations entered into in the ordinary course of business and not for the purposes of speculation which Interest Swap Obligations relate to Indebtedness that is otherwise permitted under the indenture;

        (16) Liens securing Indebtedness under Currency Agreements and Hedging Agreements entered into in the ordinary course of business and not for purposes of speculation;

        (17) leases or subleases granted to others that do not materially interfere with the ordinary course of business of Dayton Superior and its Restricted Subsidiaries;

        (18) Liens arising from filing Uniform Commercial Code financing statements regarding leases;

        (19) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods;

        (20) Liens securing Acquired Indebtedness incurred in compliance with the "Limitation on Incurrence of Additional Indebtedness" covenant; provided that;

        (a)   such Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by Dayton Superior or a Restricted Subsidiary of Dayton Superior and were not granted in connection with, or in anticipation, of the incurrence of such Acquired Indebtedness by Dayton Superior or a Restricted Subsidiary of Dayton Superior; and

        (b)   such Liens do not extend to or cover any property or assets of Dayton Superior or of any of its Restricted Subsidiaries other than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of Dayton Superior or a Restricted Subsidiary of Dayton Superior and are no more favorable to the lienholders than those securing the Acquired indebtedness prior to the incurrence of such Acquired Indebtedness by Dayton Superior or a Restricted Subsidiary of Dayton Superior;

        (21) Liens on assets transferred to a Securitization Entity or on assets of a Securitization Entity, in either case incurred in connection with a Qualified Securitization Transaction; and

        (22) Liens existing on the Issue Date, together with any Liens securing Indebtedness incurred in reliance on clause (8) of the definition of Permitted Indebtedness in order to refinance the Indebtedness secured by Liens existing on the Issue Date; provided that the Liens securing the

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refinancing Indebtedness shall not extend to any categories of property other than that pledged under the Liens securing the Indebtedness being refinanced.

        "Person" means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.

        "Pledge Agreement" means that certain Pledge Agreement, dated as of June 16, 2000 and amended and restated as of the Issue Date, among the Collateral Agent, the trustee for the notes, Dayton Superior and the Subsidiaries of Dayton Superior party thereto, granting, among other things, a second-priority Lien on the Collateral described therein in favor of the Collateral Agent for the benefit of the trustee and the holders of the notes, as amended, modified, restated, supplemented or replaced from time to time.

        "Preferred Stock" of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

        "Productive Assets" means assets (including Capital Stock) that are used or usable by Dayton Superior and its Restricted Subsidiaries in Permitted Businesses.

        "Purchase Money Note" means a promissory note of a Securitization Entity evidencing amounts owed to Dayton Superior or any Restricted Subsidiary of Dayton Superior in connection with a Qualified Securitization Transaction to a Securitization Entity, which note shall be repaid from cash available to the Securitization Entity other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest and principal and amounts paid in connection with the purchase of newly generated receivables or newly acquired equipment.

        "Qualified Capital Stock" means any Capital Stock that is not Disqualified Capital Stock.

        "Qualified Securitization Transaction" means any transaction or series of transactions that may be entered into by Dayton Superior or any of its Restricted Subsidiaries pursuant to which Dayton Superior or any of its Subsidiaries may sell, convey or otherwise transfer to:

        (1)   a Securitization Entity (in the case of a transfer by Dayton Superior or any of its Restricted Subsidiaries); and

        (2)   any other Person (in the case of a transfer by a Securitization Entity),

or may grant a security interest in any accounts receivable or equipment (whether now existing or arising or acquired in the future) of Dayton Superior or any of its Restricted Subsidiaries, and any assets related thereto, including, without limitation, all collateral securing such accounts receivable and equipment, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable and equipment, proceeds of such accounts receivable and equipment and other assets (including contract rights) which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and equipment.

        "Recapitalization" means the recapitalization of Dayton Superior consummated on June 16, 2000.

        "Refinance" means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. "Refinanced" and "Refinancing" shall have correlative meanings.

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        "Refinancing Indebtedness" means any Refinancing, modification, replacement, restatement, refunding, deferral, extension, substitution, supplement, reissuance or resale of existing or future Indebtedness (other than intercompany Indebtedness), including any additional Indebtedness incurred to pay interest or premiums required by the instruments governing such existing or future Indebtedness as in effect at the time of issuance thereof ("Required Premiums") and fees in connection therewith; provided that any such event shall not:

        (1)   directly or indirectly result in an increase in the aggregate principal amount of Permitted Indebtedness, except to the extent such increase is a result of a simultaneous incurrence of additional Indebtedness:

        (a)   to pay Required Premiums and related fees; or

        (b)   otherwise permitted to be incurred under the indenture; and

        (2)   create Indebtedness with a Weighted Average Life to Maturity at the time such Indebtedness is incurred that is less than the Weighted Average Life to Maturity at such time of the Indebtedness being refinanced, modified, replaced, renewed, restated, refunded, deferred, extended, substituted, supplemented, reissued or resold.

        "Related Party" with respect to any Permitted Holder means:

        (a)   (1) any spouse, sibling, parent or child of such Permitted Holder; or

         (2) the estate of any Permitted Holder during any period in which such estate holds Capital Stock of Dayton Superior for the benefit of any Person referred to in clause (a)(1); or

        (b)   any trust, corporation, partnership, limited liability company or other entity the beneficiaries, stockholders, partners, owners or Persons beneficially owning an interest of more than 50% of which consist of, or the sole managing partner or managing member of which is, one or more Permitted Holders and/or such other Persons referred to in the immediately preceding clause (a).

        "Restricted Subsidiary" of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary.

        "S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.

        "Sale and Leaseback Transaction" means any direct or indirect arrangement with any Person or to which any such Person is a party providing for the leasing to Dayton Superior or a Restricted Subsidiary of Dayton Superior of any property, whether owned by Dayton Superior or any Restricted Subsidiary of Dayton Superior at the Issue Date or later acquired, which has been or is to be sold or transferred by Dayton Superior or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such Property.

        "Securitization Entity" means any Person in which Dayton Superior or any Restricted Subsidiary of Dayton Superior makes an Investment and to which Dayton Superior or any Restricted Subsidiary of Dayton Superior transfers accounts receivable or equipment (and related assets, including contract rights) which engages in no activities other than in connection with the financing of accounts receivable or equipment or related assets (including contract rights) and which is designated by the Board of Directors of Dayton Superior (as provided below) as a Securitization Entity:

        (1)   no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which:

        (a)   is guaranteed by Dayton Superior or any Restricted Subsidiary of Dayton Superior (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings);

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        (b)   is recourse to or obligates Dayton Superior or any Restricted Subsidiary of Dayton Superior in any way other than pursuant to Standard Securitization Undertakings; or

        (c)   subjects any property or asset of Dayton Superior or any Restricted Subsidiary of Dayton Superior, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

        (2)   with which neither Dayton Superior nor any Restricted Subsidiary of Dayton Superior has any material contract, agreement, arrangement or understanding other than on terms no less favorable to Dayton Superior or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of Dayton Superior, other than fees payable in the ordinary course of business in connection with servicing receivables of such entity; and

        (3)   to which neither Dayton Superior nor any Restricted Subsidiary of Dayton Superior has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results.

        Any such designation by the Board of Directors of Dayton Superior shall be evidenced to the trustee by filing with the trustee a certified copy of the Board Resolution of Dayton Superior giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing conditions.

        "Security Agreement" means that certain Security Agreement, dated as of June 16, 2000 and amended and restated as of the Issue Date, among the Collateral Agent, the trustee for the notes, Dayton Superior and the Subsidiaries of Dayton Superior party thereto, granting, among other things, a second-priority Lien on the Collateral described therein in favor of the Collateral Agent for the benefit of the Trustee and the holders of the notes, as amended, modified, restated, supplemented or replaced from time to time.

        "Security Documents" means, collectively, the Security Agreement, the Pledge Agreement and all other security agreements, pledges, collateral assignments or other instruments evidencing or creating any Security Interests in favor of the Collateral Agent, for the benefit of the trustee and the holders of the notes, in all or any portion of the Collateral, in each case, as amended, amended and restated, supplemented, replaced or otherwise modified from time to time, in accordance with the terms thereof.

        "Security Interests" means the Liens on the Collateral created by the Security Documents in favor of the Collateral Agent for the benefit of the trustee and the holders of the notes.

        "Senior Credit Facility" means the Credit Agreement dated as of June 16, 2000 as amended through the Issue Date, among Dayton Superior, the lenders party thereto in their capacities as lenders, and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as administrative agent, together with the related documents thereto (including, without limitation, any guarantee agreements and security documents), in each case as such agreements may be amended (including any amendment and restatement), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings thereunder or adding Restricted Subsidiaries of Dayton Superior as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

        "Significant Subsidiary" with respect to any Person, means any Restricted Subsidiary of such Person that satisfies the criteria for a "significant subsidiary" set forth in Rule 1-02(w) of Regulation S-X under the Securities Act.

        "Spot Rate" means, for any currency, the spot rate at which that currency is offered for sale against United States dollars, as determined by reference to the New York foreign exchange selling rates, as

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published in The Wall Street Journal on that date of determination for the immediately preceding business day or, if that rate is not available, as determined in any publicly available source of similar market data.

        "Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by Dayton Superior or any Subsidiary of Dayton Superior which are reasonably customary in an accounts receivable or equipment transaction.

        "Stockholders Agreements" means those certain stockholders agreements entered into in connection with the Recapitalization.

        "Subsidiary" with respect to any Person, means:

        (i)    any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person; or

        (ii)   any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person.

        "Total Assets" means the total consolidated assets of Dayton Superior and its Restricted Subsidiaries, as set forth on Dayton Superior's most recent consolidated balance sheet.

        "Treasury Rate" means the rate per annum equal to the yield to maturity at the time of computation of United States Treasury securities with a constant maturity most nearly equal to the period from such date of redemption to June 15, 2006; provided, however, that if the period from such date of redemption to June 15, 2006 is not equal to the constant maturity of the United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from such date of redemption to June 15, 2006 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

        "Unrestricted Subsidiary" of any Person means:

        (1)   any Subsidiary of such Person that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and

        (2)   any Subsidiary of an Unrestricted Subsidiary.

        The Board of Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, Dayton Superior or any other Subsidiary of Dayton Superior that is not a Subsidiary of the Subsidiary to be so designated; provided that:

        (1)   Dayton Superior certifies to the trustee that such designation complies with the "Limitation on Restricted Payments" covenant; and

        (2)   each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Dayton Superior or any of its Restricted Subsidiaries.

        The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (x) immediately after giving effect to such designation, Dayton Superior is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the "Limitation on Incurrence of Additional Indebtedness" covenant and (y) immediately before and

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immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the trustee by promptly filing with the trustee a copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisions.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

        (1)   the then outstanding aggregate principal amount of such Indebtedness into

        (2)   the sum of the total of the products obtained by multiplying

        (a)   the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof by

        (b)   the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

        "Wholly Owned Domestic Restricted Subsidiary" of any Person means any Domestic Restricted Subsidiary of such Person of which 95% or more of the outstanding voting securities are owned by such Person or any Wholly Owned Domestic Restricted Subsidiary of such Person.

        "Wholly Owned Restricted Subsidiary" of any Person means any Wholly Owned Subsidiary of such Person which at the time of determination is a Restricted Subsidiary.

        "Wholly Owned Subsidiary" of any Person means any Subsidiary of such Person of which all the outstanding voting securities (other than in the case of a Foreign Restricted Subsidiary, directors' qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) are owned by such Person or any Wholly Owned Subsidiary of such Person.

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BOOK-ENTRY; DELIVERY AND FORM

        Except as described herein under the heading "Certificated Securities" exchange notes will initially be represented by a permanent global note in fully registrable form without interest coupons and will be deposited with the trustee as custodian for the Depository Trust Company and registered in the name of a nominee of such depository.

The Global Notes

        We expect that pursuant to procedures established by DTC:

        (1)   upon the issuance of the Global Notes, DTC or its custodian will credit, on its internal system, the principal amount of notes of the individual beneficial interests represented by such Global Notes to the respective accounts of persons who have accounts with such depositary, and

        (2)   ownership of beneficial interests in the Global Notes will be shown on, and the transfer of such ownership will be effected only through:

•

records maintained by DTC or its nominee with respect to interests of persons who have accounts with DTC "participants" and



•

the records of participants with respect to interests of persons other than participants.

        So long as DTC, or its nominee, is the registered owner or holder of the exchange notes, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the exchange notes represented by the Global Notes for all purposes under the indenture. No beneficial owner of an interest in the Global Notes will be able to transfer that interest except in accordance with DTC's procedures, in addition to those provided for under the indenture with respect to the exchange notes.

        Payments of the principal of, premium, if any, and interest (including additional interest) on the Global Notes will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of us, the trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

        We expect that DTC or its nominee, upon receipt of any payment of principal, premium, if any, and interest (including additional interest) on the Global Notes, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Notes as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the Global Notes held through such participants will be governed by standing instructions and customary practice, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

        Transfers between participants in DTC will be effected in the ordinary way through DTC's same-day funds system in accordance with DTC rules and will be settled in same-day funds. If a holder requires physical delivery of a certificated note for any reason, including to sell exchange notes to persons in states that require physical delivery of the notes, or to pledge such securities, such holder must transfer its interest in the Global Notes, in accordance with the normal procedures of DTC and with the procedures set forth in the indenture. Consequently, the ability to transfer exchange notes or to pledge notes as collateral will be limited to such extent.

        Exchange notes that are issued as described below under "—Certificated Securities," will be issued in registered definitive form without coupons (each, a "Certificated Note"). Upon the transfer of Certificated Notes, such certificated notes may, unless the Global Note has previously been exchanged

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for certificated notes, be exchanged for an interest in the Global Note representing the principal amount of exchange notes being transferred.

        DTC has advised us that it will take any action permitted to be taken by a holder of exchange notes (including the presentation of notes for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of exchange notes as to which such participant or participants has or have given such direction. However, if there is an event of default under the indenture, DTC will exchange the Global Notes for certificated notes, which it will distribute to its participants.

        DTC has advised us as follows: DTC is:

        (1)   limited-purpose trust company organized under the laws of the State of New York,

        (2)   a member of the Federal Reserve System,

        (3)   a "clearing corporation" within the meaning of the New York Uniform Commercial Code and

        (4)   a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act.

        DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and certain other organizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly ("indirect participants").

        Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the global notes among participants of DTC, it is under no obligation to perform such procedures and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Certificated Securities

        If DTC is at any time unwilling or unable to continue as a depositary for the global notes and a successor depositary is not appointed by us within 90 days, certificated notes will be issued in exchange for the Global Notes.

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CERTAIN FEDERAL INCOME TAX CONSEQUENCES

        The following discussion is a summary of the material United States federal income tax consequences relevant to the purchase, ownership and disposition of the notes, but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations issued thereunder, Internal Revenue Service ("IRS") rulings and pronouncements and judicial decisions now in effect, all of which are subject to change at any time. Any such change may be applied retroactively in a manner that could adversely affect a holder of the notes. This discussion does not address all of the United States federal income tax consequences that may be relevant to a holder in light of the holder's particular circumstances or to holders subject to special rules, such as certain financial institutions, U.S. expatriates, insurance companies, dealers in securities or currencies, traders in securities, partnerships and other pass-through entities, United States Holders (as defined below) whose functional currency is not the U.S. dollar, tax-exempt organizations and persons holding the notes as part of a "straddle," "hedge," "conversion transaction" or other integrated transaction. Moreover, the effect of any applicable state, local or foreign tax laws or any United States federal tax laws other than those pertaining to income taxation is not discussed. The discussion deals only with notes held as "capital assets" within the meaning of Section 1221 of the Code.

        As used herein, "United States Holder" means a beneficial owner of the notes who or that is:

•

an individual that is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the "substantial presence" test under Section 7701(b) of the Code;



•

a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or a political subdivision thereof;



•

an estate, the income of which is subject to United States federal income tax regardless of its source; or



•

a trust, if a United States court can exercise primary supervision over the administration of the trust and one or more United States persons can control all substantial trust decisions, or, if the trust was in existence on August 20, 1996, and it has elected to continue to be treated as a United States person.

        If a partnership or other entity taxable as a partnership holds the notes, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. The partner should consult its tax advisor as to the tax consequences.

        No rulings from the Internal Revenue Service (the "IRS") have or will be sought with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the purchase, ownership or disposition of the notes or that any such position would not be sustained.

Prospective Investors Should Consult Their Own Tax Advisors with Regard to the Application of the Tax Consequences Discussed Below to Their Particular Situations as well as the Application of any State, Local, Foreign or Other Tax Laws, Including Gift and Estate Tax Laws, and any Tax Treaties.

The Exchange

        The exchange of the notes pursuant to the Exchange Offer will not constitute a taxable exchange. As a result, (1) a holder will not recognize a taxable gain or loss as a result of exchanging the holder's notes in this Exchange Offer; (2) the holding period of the Exchange Notes will include the holding period of the notes exchanged therefor; and (3) the adjusted tax basis of the Exchange Notes will be

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the same as the adjusted tax basis of the notes exchanged therefor immediately before the exchange. References to "notes" apply equally to the exchange notes and the outstanding notes.

United States Holders

Interest

        Payments of stated interest on the notes generally will be taxable to a United States Holder as ordinary income at the time that the payments are received or accrued, in accordance with the United States Holder's method of accounting for United States federal income tax purposes.

Original Issue Discount

        The notes were issued with original issue discount ("OID") for United States federal income tax purposes, and accordingly, United States Holders of notes will be subject to special rules relating to the accrual of income for tax purposes. United States Holders of notes generally must include OID in gross income for United States federal income tax purposes on an annual basis under a constant yield accrual method regardless of their regular method of tax accounting. As a result, United States Holders will include OID in income in advance of the receipt of cash attributable to such income.

        The notes will be treated as issued with OID equal to the excess of a note's "stated redemption price at maturity" over its "issue price." The stated redemption price at maturity of a note will include all payments on the note other than payments of "qualified stated interest". Stated interest on the notes will be treated as qualified stated interest. The issue price of the notes will be the first price at which a substantial amount of the notes is sold for money (excluding sales to bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers). The amount of OID includible in income by an initial United States Holder of a note is the sum of the "daily portions" of OID with respect to the note for each day during the taxable year or portion thereof in which the United States Holder holds the note ("accrued OID"). A daily portion is determined by allocating to each day in any "accrual period" a pro rata portion of the OID that accrued in such period. The "accrual period" of a note may be of any length and may vary in length over the term of the note, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs either on the first or last day of an accrual period. The amount of OID that accrues with respect to any accrual period is the excess of (1) the product of the note's "adjusted issue price" at the beginning of such accrual period and its yield to maturity, determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of such period, over (2) the amount of qualified stated interest allocable to such accrual period. The adjusted issue price of a note at the start of any accrual period is equal to its issue price, increased by the accrued OID for each prior accrual period and reduced by any prior payments made on such note (other than payments of qualified stated interest).

        In certain circumstances, we may be obligated to pay amounts in excess of stated interest or principal on the notes. See "Description of the Exchange Notes—Change of Control"). According to Treasury Regulations, the possibility that any such payments in excess of stated interest or principal will be made will not affect the amount of interest income a United States Holder recognizes if there is only a remote chance as of the date the notes were issued that such payments will be made. We believe that the likelihood that we will be obligated to make any such payments is remote. Therefore, we do not intend to treat the potential payment of these amounts as includible in the "stated redemption price at maturity." Our determination that these contingencies are remote is binding on a United States Holder unless the holder discloses its contrary position in the manner required by applicable Treasury Regulations. Our determination is not, however, binding on the IRS, and if the IRS were to challenge this determination, a United States Holder might be required to accrue additional income on its notes

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in excess of stated interest and OID, and to treat as ordinary income rather than capital gain any income realized on the taxable disposition of a note before the resolution of the contingencies.

Market Discount

        If a United States Holder acquires a note at a cost that is less than its adjusted issue price (as defined above), the amount of such difference is treated as "market discount" for United States federal income tax purposes, unless such difference is less than .0025 multiplied by the stated redemption price at maturity multiplied by the number of complete years to maturity (from the date of acquisition).

        Under the market discount rules of the Code, a United States Holder is required to treat any payment that does not constitute a payment of qualified stated interest on, or any gain on the sale, exchange, retirement or other disposition of, a note as ordinary income to the extent of the accrued market discount that has not previously been included in income. Thus, partial principal payments are treated as ordinary income to the extent of accrued market discount that has not previously been included in income. If such note is disposed of by the United States Holder in certain otherwise nontaxable transactions, accrued market discount must be included as ordinary income by the United States Holder as if the holder had sold the note at its then fair market value.

        In general, the amount of market discount that has accrued is determined on a ratable basis. A United States Holder may, however, elect to determine the amount of accrued market discount on a constant yield to maturity basis. This election is made on a note-by-note basis and is irrevocable.

        With respect to notes with market discount, a United States Holder may not be allowed to deduct immediately a portion of the interest expense on any indebtedness incurred or continued to purchase or to carry the notes. A United States Holder may elect to include market discount in income currently as it accrues, in which case the interest deferral rule set forth in the preceding sentence will not apply. This election will apply to all debt instruments acquired by the United States Holder on or after the first day of the first taxable year to which the election applies and is irrevocable without the consent of the IRS. A United States Holder's tax basis in a note will be increased by the amount of market discount included in the holder's income under the election.

Premium and Acquisition Premium

        If a United States Holder purchases a note for an amount in excess of the sum of all amounts payable on the note after the date of acquisition (other than payments of qualified stated interest), the holder will be considered to have purchased the note with "amortizable bond premium" equal in amount to the excess, and generally will not be required to include any OID in income. Generally, a United States Holder may elect to amortize the premium as an offset to qualified stated interest income, using a constant yield method similar to that described above, over the remaining term of the note. The notes are subject to call provisions at our option at various times, as described in this Prospectus under the "Description of the Exchange Notes—Redemption—Optional Redemption." A United States Holder will calculate the amount of amortizable bond premium based on the amount payable at the applicable call date, but only if use of the call date (in lieu of the stated maturity date) results in a smaller amortizable bond premium for the period ending on the call date. A United States Holder who elects to amortize bond premium must reduce the holder's tax basis in the note by the amount of the premium used to offset qualified stated interest income as set forth above. An election to amortize bond premium applies to all taxable debt obligations then owned and thereafter acquired by the holder and may be revoked only with the consent of the IRS.

        If a United States Holder purchases a note issued with OID at an "acquisition premium," the amount of OID that the United States Holder includes in gross income is reduced to reflect the acquisition premium. A note is purchased at an acquisition premium if its adjusted basis, immediately after its purchase, is (a) less than or equal to the sum of all amounts payable on the note after the

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purchase date other than payments of qualified stated interest and (b) greater than the note's adjusted issue price.

        If a note is purchased at an acquisition premium, the United States Holder reduces the amount of OID that otherwise would be included in income during an accrual period by an amount equal to (i) the amount of OID otherwise includible in income multiplied by (ii) a fraction, the numerator of which is the excess of the adjusted basis of the note immediately after its acquisition by the purchaser over the adjusted issue price of the note and the denominator of which is the excess of the sum of all amounts payable on the note after the purchase date, other than payments of qualified stated interest, over the note's adjusted issue price.

        As an alternative to reducing the amount of OID that otherwise would be included in income by this fraction, the United States Holder may elect to compute OID accruals by treating the purchase as a purchase at original issuance and applying the constant yield method described above.

Election to Treat All Interest as OID

        United States Holders may elect to include in gross income all interest that accrues on a note, including any stated interest, OID, market discount, de minimis market discount and unstated interest (as adjusted by amortizable bond premium and acquisition premium), by using the constant yield method described above under the heading "Original Issue Discount." This election for a note with amortizable bond premium will result in a deemed election to amortize bond premium for all debt instruments owned and later acquired by the United States Holder with amortizable bond premium and may be revoked only with the permission of the IRS. Similarly, this election for a note with market discount will result in a deemed election to accrue market discount in income currently for the note and for all other debt instruments acquired by the United States Holder with market discount on or after the first day of the taxable year to which the election first applies, and may be revoked only with the permission of the IRS. A United States Holder's tax basis in a note will be increased by each accrual of the amounts treated as OID under the constant yield election described in this paragraph.

Sale or Other Taxable Disposition of the Notes

        A United States Holder generally will recognize gain or loss on the sale, exchange, redemption, retirement or other taxable disposition of a note equal to the difference between the amount realized upon the disposition (less a portion allocable to any accrued and unpaid stated interest, which will be taxable as interest to the extent not previously included in gross income by the United States Holder) and the United States Holder's adjusted tax basis in the note. A United States Holder's adjusted basis in a note generally will be the United States Holder's cost therefor, increased by OID or market discount included in gross income with respect to the note and decreased by any principal payments received by the holder and by any amortizable bond premium that the holder has taken into account. This gain or loss generally will be a capital gain or loss, and will be a long-term capital gain or loss if the United States Holder has held the note for more than one year. Otherwise, the gain or loss will be a short-term capital gain or loss. Certain United States Holders (including individuals) are eligible for preferential rates of United States federal income taxation in respect of long term capital gains. The deduction of capital losses is subject to limitations under the Code.

Backup Withholding

        A United States Holder may be subject to a backup withholding tax (currently at a rate of 28%) when the holder receives interest and principal payments on the notes held or upon the receipt of proceeds from the sale or other disposition of the notes. Certain holders (including, among others, corporations and certain tax-exempt organizations) are generally not subject to backup withholding. A

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United States Holder will be subject to this backup withholding tax if the holder is not otherwise exempt and such holder:

•

fails to furnish its taxpayer identification number, or TIN, which, for an individual, is ordinarily his or her social security number;



•

furnishes an incorrect TIN;



•

is notified by the IRS that it has failed to properly report payments of interest or dividends; or



•

fails to certify, under penalties of perjury, that it has furnished a correct TIN and that the IRS has not notified the United States Holder that it is subject to backup withholding.

        United States Holders should consult their personal tax advisor regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. The backup withholding tax is not an additional tax and taxpayers may use amounts withheld as a credit against their United States federal income tax liability or may claim a refund as long as they timely provide certain information to the IRS.

        In addition, such payments of interest and principal to United States Holders that are not exempt entities generally will be subject to information reporting requirements. We will report to United States Holders and the IRS the amount of any "reportable payments" (including any interest paid) and any amounts withheld with respect to the notes during the calendar year.

Non-United States Holders

        A non-United States Holder is a beneficial owner of the notes who is not a United States Holder.

Interest

        Interest paid to a non-United States Holder will not be subject to United States federal withholding tax of 30% (or, if applicable, a lower treaty rate, except as described below under "—Backup Withholding and Information Reporting") provided that:

•

the holder does not directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all of our classes of stock that is entitled to vote;



•

the holder is not a "controlled foreign corporation" (generally a non-U.S. corporation controlled by U.S. Shareholders) that is related to us actually or constructively through stock ownership and is not a bank that received the notes on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and



•

either (1) the non-United States Holder certifies on IRS Form W-8BEN (for a suitable substitute or succession form) provided to us or the paying agent, under penalties of perjury, that it is not a "United States person" within the meaning of the Code and provides its name and address, (2) a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business and holds the notes on behalf of the non-United States Holder certifies to us or the paying agent, under penalties of perjury, that it, or the financial institution between it and the non-United States Holder, has received from the non-United States Holder an IRS Form W-8BEN (for a suitable substitute or succession form), under penalties of perjury, certifying that the holder is not a "United States person" and provides us or the paying agent with a copy of such form (3) the non-United States Holder holds its notes directly through a "qualified intermediary" and certain conditions are satisfied.

        Even if the above conditions are not met, a non-United States Holder may be entitled to a reduction in or an exemption from United States federal withholding tax on interest under a tax treaty

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between the United States and the non-United States Holder's country of residence. To claim such a reduction or exemption, a non-United States Holder must generally complete IRS Form W-8BEN and claim this exemption on the form. In some cases, a non-United States Holder may instead be permitted to provide documentary evidence of its claim to the intermediary, or a qualified intermediary may already have some or all of the necessary evidence in its files.

        The certification requirements described above may require a non-United States Holder that provides an IRS form, or that claims the benefit of an income tax treaty, to also provide its United States taxpayer identification number.

        Prospective investors should consult their tax advisors regarding the certification requirements for non-United States persons.

Sale or Other Taxable Disposition of the Notes

        A non-United States Holder generally will not be subject to United States federal income tax or withholding tax on gain recognized on the sale, exchange, redemption, retirement or other disposition of a note. However, a non-United States Holder may be subject to United States federal income tax on any gain recognized in a taxable exchange if the holder is an individual who was present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case the holder may have to pay a United States federal income tax of 30% (or, if applicable, a lower treaty rate) on the gain.

United States Trade or Business

        If interest or gain from a disposition of the notes is effectively connected with a non-United States Holder's conduct of a United States trade or business, and if an income tax treaty applies and the non-United States Holder maintains a United States "permanent establishment" to which the interest or gain is generally attributable, the non-United States Holder generally will be subject to United States federal income tax on the interest or gain on a net basis in the same manner as if it were a United States Holder. If interest income received with respect to the notes is taxable on a net basis, the 30% withholding tax described above will not apply (assuming an appropriate certification is provided). A foreign corporation that is a holder of a note also may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to certain adjustments, unless it qualifies for a lower rate under an applicable income tax treaty. For this purpose, interest on a note or gain recognized on the disposition of a note will be included in earnings and profits if the interest or gain is effectively connected with the conduct by the foreign corporation of a trade or business in the United States.

Backup Withholding and Information Reporting

        Backup withholding will likely not apply to payments of principal or interest we make or the paying agent, in their capacities as such, to a non-United States Holder of a note if the holder is exempt from withholding tax on interest as described above. However, information reporting on IRS Form 1042-S may still apply with respect to interest payments. Payments of the proceeds from a disposition by a non-United States Holder of a note made to or through a foreign office of a broker will not be subject to information reporting or backup withholding, except that information reporting (but generally not backup withholding) may apply to those payments if the broker is:

•

a United States person;



•

a controlled foreign corporation for United States federal income tax purposes;



•

a foreign person 50% or more of whose gross income is effectively connected with a United States trade or business for a specified three-year period;

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•

a foreign partnership, if at any time during its tax year, one or more of its partners are United States persons, as defined in Treasury regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership or if, at any time during its tax year, the foreign partnership is engaged in a United States trade or business; or



•

a United States branch of a foreign bank or foreign insurance company,

unless the holder provides an IRS Form W-8BEN, certifying that the holder is not a United States person (as discussed above), the broker has documentary evidence in its records that the holder is not a United States person and certain other conditions are met, or the holder otherwise establishes an exemption.

        Payment of the proceeds from a disposition by a non-United States Holder of a note made to or through the United States office of a broker is generally subject to information reporting and backup withholding unless the holder or beneficial owner certifies as to its taxpayer identification number or otherwise establishes an exemption from information reporting and backup withholding.

        Non-United States Holders should consult their own tax advisors regarding application of withholding and backup withholding in their particular circumstance and the availability of and procedure for obtaining an exemption from withholding and backup withholding under current Treasury regulations. In this regard, the current Treasury regulations provide that a certification may not be relied on if the payor knows or has reasons to know that the certification may be false. The backup withholding tax is not an additional tax and taxpayers may use amounts withheld as a credit against their United States federal income tax liability or may claim a refund as long as they timely provide certain information to the IRS.

135

PLAN OF DISTRIBUTION

        Each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus together with any resale of those exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in the resales of exchange notes received in exchange for outstanding notes where those outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that for a period of up to 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer that requests it in the letter of transmittal for use in any such resale.

        We will not receive any proceeds from any sale of exchange notes by broker-dealers or any other persons. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that of those exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        We have agreed to pay all expenses incident to our performance of, or compliance with, the registration rights agreement and will indemnify the holders of outstanding notes including any broker-dealers, and certain parties related to such holders, against certain types of liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

        The validity of the exchange notes offered hereby, the enforceability of our obligations under the exchange notes and the enforceability of the subsidiary guarantors' obligations under their guarantees of the exchange notes will be passed upon for us by Thompson Hine LLP.

EXPERTS

        Our consolidated financial statements and related financial statement schedules as of and for the years ended December 31, 2002, 2001 and 2000 included in this prospectus have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report appearing herein (which report expresses an unqualified opinion and includes an explanatory paragraph relating to (i) the adoption of Statement of Financial Accounting Standard No. 142, "Goodwill and Other Intangible Assets"; (ii) reclassification in the 2000 financial statements to give retroactive effect to the adoption of Statement of Financial Accounting Standard No. 145, "Rescission of FASB Statement No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections"; and (iii) the restatement described in Note 14) and have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

        The financial statements of Safway Formwork Systems L.L.C. at July 25, 2003 and September 30, 2002, for the period from October 1, 2002 through July 25, 2003, and for the the years ended September 30, 2002 and 2001 included in this prospectus have been audited by Ernst & Young LLP,

136

independent auditors, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

AVAILABLE INFORMATION

        We and our subsidiary guarantors have filed with the U.S. Securities and Exchange Commission, or the SEC, the exchange offer registration statement on Form S-4, which term shall encompass all amendments, exhibits, annexes and schedules thereto, pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder, which we refer to collectively as the Securities Act, covering the exchange notes being offered. This prospectus does not contain all the information in the exchange offer registration statement. For further information with respect to us, our subsidiary guarantors and the exchange offer, please refer to the exchange offer registration statement. Statements made in this prospectus as to the contents of any contract, agreement or other documents referred to are not necessarily complete. For a more complete understanding and description of each contract, agreement or other document filed as an exhibit to the exchange offer registration statement, we encourage you to read the documents contained in the exhibits.

        The indenture governing the outstanding notes and the exchange notes provides that, even if we are not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, we will file with the SEC (unless the SEC will not accept such a filing) and provide the holders of the notes all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K, and all current reports that would be required to be filed with the SEC on Form 8-K.

        We file reports and other information with the SEC. You may read and copy these reports and other information at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain copies of those materials at prescribed rates from the public reference section of the SEC at 450 Fifth Street, Washington, D.C. 20549. You may obtain copies from the public reference room by calling the SEC at (800) 732-0330. In addition, we are required to file electronic versions of those materials with the Commission through the SEC's EDGAR system. The SEC maintains a web site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. You may also review reports and other information concerning us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

        You may also request a copy of those materials, free of cost, by writing or telephoning us at the following address and number:

Dayton Superior Corporation
7777 Washington Village Drive
Suite 130
Dayton, Ohio 45459
Attn: Investor Relations
Telephone: (937) 428-6360

137

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Dayton Superior Corporation Consolidated Financial Statements
Report of Deloitte & Touche LLP, Independent Auditors	F-2
Consolidated Balance Sheets as of December 31, 2002 and 2001	F-3
Consolidated Statements of Operations for each of three years ended December 31, 2002, 2001, and 2000 (as restated)	F-4
Consolidated Statements of Shareholders' Equity for each of three years ended December 31, 2002, 2001, and 2000	F-5
Consolidated Statements of Cash Flows for each of three years ended December 31, 2002, 2001, and 2000	F-6
Consolidated Statements of Comprehensive Loss for each of three years ended December 31, 2002, 2001, and 2000	F-7
Notes to Consolidated Financial Statements for each of the three years ended December 31, 2002, 2001, and 2000	F-8
Schedule II—Valuation and Qualifying Accounts for each of the three years ended December 31, 2002, 2001 and 2000	F-41
Unaudited Consolidated Balance Sheets as of September 26, 2003 and December 31, 2002	F-42
Unaudited Consolidated Statements of Operations for the three months and nine months ended September 26, 2003 and September 27, 2002	F-43
Unaudited Consolidated Statements of Cash Flows for the nine months ended September 26, 2003 and September 27, 2002	F-44
Unaudited Consolidated Statements of Comprehensive Loss for the three months and nine months ended September 26, 2003 and September 27, 2002	F-45
Notes to Unaudited Consolidated Financial Statements for the three months and nine months ended September 26, 2003 and September 27, 2002	F-46
Safway Formwork Systems L.L.C. Financial Statements
Report of Ernst & Young LLP, Independent Auditors	F-67
Balance Sheets as of July 25, 2003 and September 30, 2002	F-68
Statements of Operations for the period from October 1, 2002 through July 25, 2003 and the years ended September 30, 2002 and 2001	F-69
Statements of Member's Equity for the period from October 1, 2002 through July 25, 2003 and the years ended September 30, 2002 and 2001	F-70
Statements of Cash Flows for the period from October 1, 2002 through July 25, 2003 and the years ended September 30, 2002 and 2001	F-71
Notes to Financial Statements	F-72

F-1

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of Dayton Superior Corporation:

        We have audited the accompanying consolidated balance sheets of Dayton Superior Corporation (an Ohio corporation) and Subsidiaries (the "Company") as of December 31, 2002 and 2001, and the related statements of operations, shareholders' deficit, cash flows and comprehensive loss for each of the three years in the period ended December 31, 2002. Our audits also included the financial statement schedules listed in the index to the financial statements. These consolidated financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on the consolidated financial statements and financial statement schedules based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2002 and 2001, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

        As discussed in Note 3(d) to the consolidated financial statements, in 2002 the Company changed its method of accounting for goodwill and other intangible assets to adopt Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets." As described in Note 3(k), the consolidated financial statements for the period ended December 31, 2000, have been reclassified to give retroactive effect to SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections", which was adopted by the Company on January 1, 2003. As described in Note 14, the consolidated financial statements have been restated.

Deloitte & Touche LLP

Dayton, Ohio
November 19, 2003

F-2

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

As of December 31

(Amounts in thousands, except share amounts)

				2002			2001
ASSETS (Note 4)
Current assets:
	Cash			$	2,404		$	4,989
	Accounts receivable, net of allowances for doubtful accounts and sales returns and allowances of $4,861 and $7,423				61,165			51,628
	Inventories (Note 3)				47,911			47,900
	Prepaid expenses and other current assets				7,054			9,637
	Prepaid income taxes				4,009			1,225
	Future income tax benefits (Notes 3 and 8)				6,194			7,962
		Total current assets			128,737			123,341
Rental equipment, net (Note 3)					63,160			71,323
Property, plant and equipment (Note 3)
	Land and improvements				5,536			5,860
	Building and improvements				26,268			26,461
	Machinery and equipment				72,042			67,731
					103,846			100,052
	Less accumulated depreciation				(42,600	)		(39,931	)
		Net property, plant and equipment			61,246			60,121
Goodwill (Notes 2 and 3)					107,328			126,810
Intangible assets, net of accumulated amortization (Notes 2 and 3)					8,405			9,816
Other assets					5,095			5,432
Total assets				$	373,971		$	396,843
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
	Current portion of long-term debt (Note 4)			$	6,991		$	5,001
	Accounts payable				25,667			27,340
	Accrued compensation and benefits				20,948			19,935
	Other accrued liabilities				9,380			14,122
		Total current liabilities			62,986			66,398
Long-term debt (Note 4)					292,545			286,945
Deferred income taxes (Notes 3 and 8)					11,919			13,365
Other long-term liabilities (Note 7)					10,762			13,414
		Total liabilities			378,212			380,122
Commitments and contingencies (Note 10)
Shareholders' equity (deficit) (Note 6)
	Class A common shares; no par value; 5,000,000 shares authorized; 4,043,857 and 4,026,402 shares issued and 4,010,160 and 3,997,114 shares outstanding				102,525			102,044
	Loans to shareholders				(2,878	)		(3,030	)
	Class A treasury shares, at cost, 36,747 and 29,288 shares in 2002 and 2001				(1,184	)		(979	)
	Cumulative other comprehensive loss				(1,716	)		(589	)
	Accumulated deficit				(100,988	)		(80,725	)
		Total shareholders' equity (deficit)			(4,241	)		16,721
			Total liabilities and shareholders' equity (deficit)	$	373,971		$	396,843

The accompanying notes to consolidated financial statements are
an integral part of these consolidated balance sheets.

F-3

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations

Years Ended December 31

(Amounts in thousands)

		As restated
		2002			2001			2000
Net sales (Note 3)		$	398,737		$	415,491		$	387,068
Cost of sales			269,861			276,221			248,746
	Gross profit		128,876			139,270			138,322
Selling, general and administrative expenses			91,221			97,532			92,941
Facility closing and severance expenses (Note 11)			5,399			7,360			2,517
Amortization of goodwill and intangibles			603			3,912			2,508
	Income from operations		31,653			30,466			40,356
Other expenses
	Interest expense		33,967			35,024			22,574
	Non-recurring item—lawsuit judgment (Note 10b)		—			—			15,341
	Loss on early extinguishment of long-term debt (Note 1)		—			—			7,761
	Loss on disposals of property, plant and equipment		1,115			—			—
	Other expense		80			95			293
	Loss before benefit for income taxes and cumulative effect of change in accounting principle		(3,509	)		(4,653	)		(5,613	)
Benefit for income taxes (Note 8)			(386	)		(1,179	)		(1,478	)
	Loss before cumulative effect of change in accounting principle		(3,123	)		(3,474	)		(4,135	)
Cumulative effect of change in accounting principle, net of income tax benefit of $2,754 (Note 3d)			(17,140	)		—			—
Net loss			(20,263	)		(3,474	)		(4,135	)
Dividends on Company-obligated mandatorily redeemable convertible trust preferred securities, net of income tax benefit of $389			—			—			583
	Net loss available to common shareholders	$	(20,263	)	$	(3,474	)	$	(4,718	)

The accompanying notes to consolidated financial statements are
an integral part of these consolidated statements.

F-4

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity (Deficit)
Years Ended December 31, 2002, 2001, and 2000
(Amounts in thousands, except share amounts)

	Class A Common Shares								Class A Treasury Shares
						Loans to Shareholder								Other Comprehensive Loss			Retained Earnings (Accumulated Deficit)
	Shares		Amount						Shares		Amount									Total
Balance at December 31, 1999	5,962,200		$	47,417			—		19,017		$	(387	)	$	(254	)	$	41,996		$	88,772
Net loss																		(4,135	)		(4,135	)
Dividends on Company obligated mandatorily—redeemable convertible trust preferred securities																		(583	)		(583	)
Foreign currency translation adjustments															(86	)					(86	)
Exercise of stock options, net	344,353			5,106			(2,039	)													3,067
Retirement of Class A treasury shares	(19,017	)		(349	)				(19,017	)		387						(38	)		—
Issuance of Class A common shares and warrants, net of issuance costs	3,492,205			90,477																	90,477
Redemption of Class A common shares	(6,085,751	)		(49,825	)													(114,491	)		(164,316	)
Balances at December 31, 2000	3,693,990			92,826			(2,039	)	—			—			(340	)		(77,251	)		13,196
Net loss																		(3,474	)		(3,474	)
Foreign currency translation adjustment															(249	)					(249	)
Issuance of Class A common shares	323,278			8,986			(909	)													8,077
Purchase of Class A treasury shares							51		29,288			(979	)								(928	)
Exercise of stock options, net	9,134			232			(133	)													99
Balances at December 31, 2001	4,026,402			102,044			(3,030	)	29,288			(979	)		(589	)		(80,725	)		16,721
Net loss																		(20,263	)		(20,263	)
Foreign currency translation adjustment															92						92
Change in minimum pension liability (net of income tax benefit of $151)															(1,219	)					(1,219	)
Issuance of Class A common shares	17,455			481			(350	)													131
Purchase of Class A common shares									7,459			(205	)								(205	)
Repayments of loans to shareholders							502														502
Balance at December 31, 2002	4,043,857		$	102,525		$	(2,878	)	36,747		$	(1,184	)	$	(1,716	)	$	(100,988	)	$	(4,241	)

The accompanying notes to consolidated financial statements are
an integral part of these consolidated statements.

F-5

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years Ended December 31

(Amounts in thousands)

				2002			2001			2000
Cash Flows From Operating Activities:
	Net loss			$	(20,263	)	$	(3,474	)	$	(4,135	)
	Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
		Loss on early extinguishment of long-term debt			—			—			7,761
		Cumulative effect of change in accounting principle (Note 3d)			17,140			—			—
		Depreciation			20,850			18,290			12,613
		Amortization of goodwill and intangibles			603			3,912			2,508
		Deferred income taxes			3,228			(2,972	)		(975	)
		Amortization of deferred financing costs, debt discount, and issuance costs on Company- obligated mandatorily redeemable convertible trust preferred securities			2,335			2,251			1,349
		Net gain on sales of rental equipment and property, plant and equipment			(20,851	)		(14,184	)		(9,846	)
Change in assets and liabilities, net of effects of acquisitions:
		Accounts receivable			(9,537	)		7,348			(7,292	)
		Inventories			(11	)		(1,410	)		(1,386	)
		Prepaid expenses and other assets			2,119			(8,533	)		(1,441	)
		Prepaid income taxes			(2,784	)		2,710			(5,662	)
		Accounts payable			(1,673	)		671			1,549
		Accrued liabilities and other long-term liabilities			(8,406	)		3,614			2,818
			Net cash provided by (used in) operating activities		(17,250	)		8,223			(2,139	)
Cash Flows From Investing Activities:
		Property, plant and equipment additions			(11,277	)		(9,924	)		(11,678	)
		Proceeds from sale of fixed assets			2,010			169			195
		Rental equipment additions			(18,411	)		(25,933	)		(18,110	)
		Proceeds from sales of rental equipment			35,641			22,742			17,309
		Acquisitions (Note 2)			—			(40,850	)		(25,054	)
		Refund of purchase price on acquisitions			—			143			2,148
			Net cash provided by (used in) investing activities		7,963			(53,653	)		(35,190	)
Cash Flows From Financing Activities:
		Repayments of long-term debt			(4,141	)		(48,532	)		(122,185	)
		Issuance of long-term debt			8,050			93,751			239,171
		Proceeds from sale/leaseback transaction			2,258			—			—
		Prepayment premium on extinguishments of long-term debt and interest rate swap agreements (Note 1)			—			—			(476	)
		Financing cost on unused long-term debt commitment			—			—			(750	)
		Issuance of common shares, net of issuance costs			131			5,334			93,544
		Redemption of common shares and purchase of treasury shares			(205	)		(928	)		(164,316	)
		Repayments of loans to shareholders, net			502			—			—
		Financing costs incurred			—			(791	)		(9,761	)
		Dividends on Company-obligated mandatorily redeemable convertible trust preferred securities, net of income tax benefit			—			—			(583	)
			Net cash provided by financing activities		6,595			48,834			34,644
Effect of Exchange Rate Changes on Cash					107			(197	)		(86	)
			Net increase (decrease) in cash		(2,585	)		3,207			(2,771	)
Cash, beginning of year					4,989			1,782			4,553
Cash, end of year				$	2,404		$	4,989		$	1,782
Supplemental Disclosures:
		Cash paid (refunded) for income taxes		$	(1,149	)	$	(1,532	)	$	1,494
		Cash paid for interest			31,862			32,348			20,501
		Purchase of equipment on capital lease			2,758			—			—
		Issuance of Class A common shares and loans to shareholders			350			909			2,039
		Conversion of Company-obligated mandatorily redeemable convertible trust preferred securities into long-term debt			—			—			23,375
		Issuance of warrants attached to senior subordinated notes			—			—			3,166
		Issuance of Class A common shares in conjunction with acquisitions			—			2,842			—

The accompanying notes to consolidated financial statements are
an integral part of these consolidated statements.

F-6

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Loss

Years Ended December 31

(Amounts in thousands)

		2002			2001			2000
Net loss		$	(20,263	)	$	(3,474	)	$	(4,135	)
Dividends on Company-obligated mandatorily redeemable convertible trust preferred securities			—			—			(583	)
Other comprehensive income
	Foreign currency translation adjustment		92			(249	)		(86	)
	Change in minimum pension liability (net of income tax benefit of $151)		(1,219	)		—			—
Comprehensive loss		$	(21,390	)	$	(3,723	)	$	(4,804	)

The accompanying notes to consolidated financial statements are
an integral part of these consolidated statements.

F-7

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2002, 2001 and 2000

(Dollar amounts in thousands, except share and per share amounts)

(1) The Company

        The accompanying consolidated financial statements include the accounts of Dayton Superior Corporation and its wholly-owned subsidiaries (collectively referred to as the "Company"). All intercompany transactions have been eliminated.

        The Company believes it is the largest North American manufacturer and distributor of metal accessories and forms used in concrete construction and of metal accessories used in masonry construction. The Company has a distribution network consisting of 18 manufacturing/distribution plants and 26 service/distribution centers in the United States and Canada. The Company employs approximately 700 salaried and 1,200 hourly personnel, of whom approximately 600 of the hourly personnel and four of the salaried personnel are represented by labor unions. There is one collective bargaining agreement expiring in 2003, covering hourly employees at the Parsons, Kansas facility.

        On January 19, 2000, the Company signed a definitive merger agreement with an affiliate of Odyssey Investment Partners, LLC ("Odyssey"), the manager of a New York based private equity investment fund, for $27.00 per share in cash. The transaction was completed on June 16, 2000 and was recorded as a recapitalization. Accordingly, the Company has not recorded any goodwill or purchase accounting adjustments, but will remain subject to certain ownership requirements.

        In connection with the recapitalization, the Company refinanced its existing bank indebtedness. Additionally, the Dayton Superior Capital Trust, which held solely debentures, was dissolved. The Company-obligated mandatorily redeemable convertible trust preferred securities converted to debentures having the right to receive cash in the amount of $22.00, plus accrued interest, per preferred security.

        As a result, the Company recorded a loss in 2000 of $7,761 from the early extinguishment of long-term debt, comprised of the following:

Expense deferred financing costs on previous long-term debt	$	2,719
Prepayment premium on extinguishments of long-term debt and interest rate swap agreements		476
Expense issuance costs on Company-obligated mandatorily redeemable convertible trust preferred securities		1,691
Prepayment premium on conversion of Company-obligated mandatorily redeemable convertible trust preferred securities into debentures		2,125
Financing cost for unused long-term debt commitment		750
	$	7,761

(2) Acquisitions

(a) AnconCCl Inc.—

        On June 19, 2001, the Company acquired the stock of AnconCCL Inc., dba BarLock ("BarLock") for approximately $9,900 in cash, including acquisition costs. The payment was funded through the Company's credit facility. The business is being operated as part of the Company's concrete accessories business.

        The acquisition has been accounted for as a purchase, and the results of BarLock have been included in the accompanying financial statements since the date of acquisition. The purchase price has

F-8

been allocated based on the fair values of the assets acquired (approximately $10,800, including goodwill of $7,100) and liabilities assumed (approximately $900). Pro forma financial information is not required as this was not a significant acquisition.

(b) Aztec Concrete Accessories, Inc.—

        On January 4, 2001, the Company acquired the stock of Aztec Concrete Accessories, Inc. ("Aztec") for approximately $32,800, including acquisition costs. The payment of the purchase price consisted of cash of approximately $29,900 and 105,263 common shares valued at approximately $2,900. The cash portion was funded through the issuance of 189,629 common shares valued at approximately $5,100 to Odyssey Investment Partners Fund, LP and an increase of approximately $24,800 to the credit facility. The business is being operated as part of the Company's concrete accessories business.

        The acquisition has been accounted for as a purchase, and the results of Aztec have been included in the accompanying consolidated financial statements since the date of acquisition. The purchase price has been allocated based on the fair values of the assets acquired (approximately $44,000, including goodwill of $35,400) and liabilities assumed (approximately $11,200, including a deferred compensation liability of approximately $7,700). Pro forma financial information is not required as this was not a significant acquisition.

(c) Conspec Marketing And Manufacturing Co., Inc.—

        On July 17, 2000, the Company acquired all of the stock of Conspec Marketing & Manufacturing Co., Inc., and related entities ("Conspec", now known as Dayton Superior Specialty Chemical Corp.), for $24,300 in cash, including acquisitions costs, a payment of approximately $1,000 in 2001 for a tax election, and net of a working capital reduction of approximately $100 received in 2001. The payments were funded through the Company's credit facility. The business is being operated as part of the Company's concrete accessories business.

        The acquisition has been accounted for as a purchase, and the results of Conspec have been included in the accompanying consolidated financial statements since the date of acquisition. The purchase price has been allocated based on the fair values of the assets acquired (approximately $29,600, including goodwill of $19,500) and liabilities assumed (approximately $5,300). Pro forma financial information is not required as this was not a significant acquisition.

(d) Polytite Manufacturing Corp.—

        On February 9, 2000, the Company acquired substantially all of the assets and assumed certain of the liabilities of Polytite Manufacturing Corp. ("Polytite") for approximately $1,600 in cash, including acquisition costs. The business is being operated as part of the Company's concrete accessories business.

        The acquisition has been accounted for as a purchase, and the results of Polytite have been included in the accompanying consolidated financial statements since the date of acquisition. The purchase price has been allocated based on the fair values of the assets acquired (approximately $2,100, including goodwill of $1,500) and liabilities assumed (approximately $500). Pro forma financial information is not required as this was not a significant acquisition.

F-9

(3) Summary of Significant Accounting Policies

(a) Inventories—

        The Company values all inventories at the lower of first-in, first-out ("FIFO") cost or market. The Company provides net realizable value reserves which reflect the Company's best estimate of the excess of the cost of potential obsolete and slow moving inventory over the expected net realizable value. Following is a summary of the components of inventories as of December 31, 2002 and December 31, 2001:

	December 31, 2002			December 31, 2001
Raw materials	$	15,984		$	11,581
Work in progress		3,069			3,624
Finished goods		29,932			34,639
		48,985			49,844
Net realizable value reserve		(1,074	)		(1,944	)
	$	47,911		$	47,900

(b) Rental Equipment—

        Rental equipment is manufactured by the Company for resale and for rent to others on a short-term basis. Rental equipment is recorded at the lower of FIFO cost or market and is depreciated over the estimated useful life of the equipment, three to fifteen years, on a straight-line method. The balances as of December 31, 2002 and 2001 are net of accumulated depreciation of $24,181 and $20,002, respectively. Rental revenues and cost of sales associated with rental revenue are as follows:

	For the year ending
	December 31, 2002		December 31, 2001		December 31, 2000
Rental revenue	$	42,801	$	54,577	$	55,441
Cost of sales		14,096		12,101		8,889
Gross profit	$	28,705	$	42,476	$	46,552

        Effective January 1, 2002, the Company changed its accounting estimates relating to the depreciable life of a portion of its rental fleet. The change was based upon a study performed by the Company that showed that the useful life of certain items within the rental fleet was shorter than the fifteen-year life previously assigned. The study showed that a three-year life was more appropriate based upon the nature of these products. These products include smaller hardware and accessories that accompany steel forms and the recently introduced European forming systems. As a result of the change, the Company recorded incremental depreciation of approximately $4,000 in 2002, which is reflected in cost of goods sold in the accompanying December 31, 2002 consolidated statement of operations.

        Effective January 1, 2001, the Company changed its accounting estimates relating to the depreciable life of a portion of its rental fleet. The change was based upon a study performed by the Company that showed that the renovation of the plywood surface of certain products within the rental

F-10

fleet extended the useful life beyond normal repair and maintenance. Accordingly, the Company began capitalizing rather than expensing these renovation related expenditures. Simultaneously, the useful lives of the plywood surface was reduced from fifteen years to three years to match the useful life of the renovation. As a result of the change, the Company recorded incremental depreciation of approximately $2,300 in 2001, which is reflected in cost of goods sold in the accompanying December 31, 2001 consolidated statement of operations.

(c) Property, Plant and Equipment—

        Property, plant and equipment are valued at cost and depreciated using straight-line methods over their estimated useful lives of 10-30 years for buildings and improvements and 3-10 years for machinery and equipment.

        Leasehold improvements are amortized over the lesser of the term of the lease or the estimated useful life of the improvement. Improvements and replacements are capitalized, while expenditures for maintenance and repairs are charged to expense as incurred. Included in the cost of property, plant and equipment are assets obtained through capital leases, all included in machinery and equipment. As of December 31, 2002 the cost of assets under capital lease is $2,758, net of accumulated depreciation of $256. Depreciation expense related to machinery and equipment under capital lease was $256 for the period ended December 31, 2002.

(d) Goodwill and Intangible Assets—

        Amortization is provided over the term of the loan (7 to 9 years) for deferred financing costs, the term of the agreement (5 years) for non-compete agreements, and over the estimated useful life (3 years) for intellectual property. Amortization of non-compete agreements and intellectual property is reflected as "Amortization of goodwill and intangibles" in the accompanying consolidated statements of operations. The estimated aggregate amortization expense for each of the next three years is as follows: $533 in 2003, $515 in 2004, and $286 in 2005. Amortization of deferred financing costs is reflected as "Interest expense" in the accompanying consolidated statements of operations. The estimated aggregate interest expense for each of the next five years related to the amortization of deferred financing costs is as follows: $1,391 in 2003, $1,365 in 2004, $1,336 in 2005, $1,116 in 2006, and $841 in 2007. Intangible assets consist of the following at December 31:

	2002			2001
Deferred financing costs	$	10,550		$	10,550
Intellectual property		690			690
Covenants not to compete		1,595			996
		12,835			12,236
Less: accumulated amortization		(4,430	)		(2,420	)
	$	8,405		$	9,816

        In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and No. 142 "Goodwill and Other Intangible Assets." SFAS No. 141 revises the accounting for future business combinations to only allow the purchase method of accounting. In addition, the two statements preclude amortization of

F-11

goodwill for periods beginning after December 15, 2001. Instead, an annual review of the recoverability of the goodwill and intangible assets is required. Certain other intangible assets continue to be amortized over their estimated useful lives. The Company adopted SFAS No. 142 effective January 1, 2002. As a result of adopting SFAS No. 142, the Company recorded a non-cash charge in 2002 of $17,140 ($19,894 of goodwill, less an income tax benefit of $2,754), which is reflected as a cumulative effect of change in accounting principle in the accompanying December 31, 2002 consolidated statement of operations. This amount does not affect the Company's ongoing operations. The goodwill arose from the acquisitions of Dur-O-Wal in 1995, Southern Construction Products in 1999, and Polytite in 2000, all of which manufacture and sell metal accessories used in masonry construction. The masonry products market has experienced weaker markets and significant price competition, which has had a negative impact on the product line's earnings and fair value.

        The following is a reconciliation from reported net loss to net loss adjusted for the amortization of goodwill:

	Year Ended
	December 31, 2002			December 31, 2001			December 31, 2000
Net loss before cumulative effect of change in accounting principle, as reported	$	(3,123	)	$	(3,474	)	$	(4,135	)
Amortization of goodwill, net of tax benefit		—			3,375			2,181
Net loss before cumulative effect of change in accounting principle, as adjusted	$	(3,123	)	$	(99	)	$	(1,954	)

(e) Income Taxes—

        Deferred income taxes are determined by applying current statutory tax rates to the cumulative temporary differences between the carrying value of assets and liabilities for financial reporting and tax purposes.

(f) Environmental Remediation Liabilities—

        The Company accounts for environmental remediation liabilities in accordance with the American Institute of Certified Public Accountants issued Statement of Position 96-1, "Environmental Remediation Liabilities," ("SOP 96-1"). The Company accrues for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. Accruals for estimated losses from environmental remediation obligations generally are recognized no later than completion of the remedial feasibility study. Such accruals are adjusted as further information develops or circumstances change. Costs of future expenditures for environmental remediation obligations are not discounted to their present value. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable.

(g) Foreign Currency Translation Adjustment—

        The financial statements of foreign subsidiaries and branches are maintained in their functional currency (Canadian dollars) and are then translated into U.S. dollars. The balance sheets are translated

F-12

at end of year rates while revenues, expenses and cash flows are translated at weighted average rates throughout the year. Translation adjustments, which result from changes in exchange rates from period to period, are accumulated in a separate component of shareholders' equity. Transactions in foreign currencies are translated into U.S. dollars at the rate in effect on the date of the transaction. Changes in foreign exchange rates from the date of the transaction to the date of the settlement of the asset or liability are recorded as income or expense.

(h) Revenue Recognition—

        We recognize revenue from product sales when the product is shipped from our facilities and risk of loss and title have passed to the customer or, at the customer's written request and where the customer has made a fixed commitment to purchase goods on a fixed schedule consistent with the customer's business and where risk of ownership has passed to the buyer, the goods are set-aside in storage and the Company does not retain any specific performance obligations such that the earning process is not complete. For transactions where we have not obtained customer acceptance, revenue is deferred until the terms of acceptance are satisfied. On rental equipment sales, revenue is recognized and recorded on the date of shipment. Rental revenues are recognized ratably over the terms of the rental agreements.

(i) Customer Rebates—

        The Company offers rebates to certain customers, which are redeemable only if the customer meets certain specified thresholds relating to a cumulative level of sales transactions. Pursuant to EITF 01-9, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor's Products), the Company records such rebates as a reduction of revenue in the period the related revenues are recognized.

(j) Use of Estimates—

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates. Examples of accounts in which estimates are used include the reserve for excess and obsolete inventory, the allowance for doubtful accounts and sales returns and allowances, the accrual for self-insured employee medical claims, the self-insured product and general liability accrual, the self-insured workers' compensation accrual, accruals for litigation losses, the valuation allowance for deferred tax assets, actuarial assumptions used in determining pension benefits, and actuarial assumptions used in determining other post-retirement benefits.

(k) New Accounting Pronouncements—

        In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 requires that an obligation associated with the retirement of a tangible long-lived asset be recognized as a liability when incurred. Subsequent to initial measurement, an entity recognizes changes in the amount of the liability resulting from the passage of time and revisions to either the timing or

F-13

amount of estimated cash flows. SFAS No. 143 is effective for financial statements issued for fiscal years beginning after June 15, 2002. The Company does not believe this pronouncement will have a material impact on its consolidated financial position, results of operations, or cash flows.

        In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This Statement supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30, "Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions," that address the disposal of a segment of a business. The Statement also amends Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to eliminate the exception to consolidation for a subsidiary for which control is likely to be temporary. The Statement is effective for financial statements issued for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years, and generally would be applied prospectively for disposal activities initiated by a commitment to a plan made after the entity's initial adoption of the Statement. The adoption of this pronouncement did not have a material impact on the Company's consolidated financial position, results of operations, or cash flows.

        In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements Nos. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 145 eliminates the requirement to classify gains and losses from the extinguishment of indebtedness as extraordinary, requires certain lease modifications to be treated the same as a sale-leaseback transaction, and makes other non-substantive technical corrections to existing pronouncements. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002, with earlier adoption encouraged. The adoption of this pronouncement in 2003 resulted in the reclassification in 2000 of the loss on the early extinguishment of long-term debt.

        In July 2002, the FASB issued Statement of SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." The standard requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Examples of costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring or other exit or disposal activity. Statement 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The adoption of this pronouncement did not have a material impact on its consolidated financial position, results of operations or cash flows.

        In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure." SFAS 148 amends FASB statement No. 123, "Accounting for Stock-Based Compensation." Although it does not require use of fair value method of accounting for stock-based employee compensation, it does provide alternative methods of transition. It also amends the disclosure provisions of Statement 123 and APB Opinion No. 28, "Interim Financial Reporting," to require disclosure in the summary of significant accounting policies of the effects of an entity's accounting policy with respect to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements. SFAS No. 148's amendment of the transition and annual disclosure requirements is effective for fiscal years ending after December 15, 2002. The amendment of disclosure requirements of Opinion No. 28 is effective for interim periods beginning

F-14

after December 15, 2002. Although the Company has not changed to the fair value method, the disclosure requirements of this statement have been adopted.

        In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity." SFAS No. 150 requires certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity to be classified as liabilities. The provisions of SFAS 150 are effective for financial instruments entered into or modified after May 31, 2003 and to all other instruments that exist as of the beginning of the first interim financial reporting period beginning after June 15, 2003, except for mandatory redeemable financial instruments of a nonpublic entity, this statement shall be effective for periods beginning after December 15, 2003. Management is currently assessing the impact of this pronouncement and has not determined the impact on the Company's financial statements.

        In November 2002, the FASB issued Interpretation (FIN) No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees Including Indirect Guarantees of Indebtedness of Others." FIN No. 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The disclosure requirements in this interpretation are required for financial statements of periods ending after December 15, 2002. The initial measurement provisions of the interpretation are applicable on a prospective basis for guarantees issued or modified after December 31, 2002. The Company does not believe this pronouncement will have a material impact on its consolidated financial position, results of operations, or cash flows.

        In January 2003, the FASB issued Interpretation (FIN) No. 46, "Consolidation of Variable Interest Entities, an Interpretation of APB No. 50." FIN No. 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN No. 46 is effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN No. 46 must be applied for the first interim or annual period beginning after December 15, 2003. The Company does not believe this pronouncement will have a material impact on our financial position, results of operations and cash flows.

(l) Stock Options—

        The Company measures compensation cost for stock options issued using the intrinsic value-based method of accounting in accordance with Accounting Principles Board Opinion (APB) No. 25. If compensation cost for the Company's stock options had been determined based on the fair value

F-15

method of SFAS No. 123, "Accounting for Stock-Based Compensation," the Company's net income and net income per share would have been reduced to the unaudited pro forma amounts as follows:

		2002			2001			2000
Net income (loss) available to common shareholders:	As Reported	$	(20,263	)	$	(3,474	)	$	(4,718	)
	Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax effect		(284	)		(633	)		(1,068	)
	Pro Forma	$	(20,547	)	$	(4,107	)	$	(5,786	)

(4) Credit Arrangements

        The Company has a credit facility that consists of (i) a $50,000 revolving credit facility maturing June 2006, (ii) a $30,000 acquisition facility, converting from revolving loans into term loans four years from the closing and maturing June 2006 and (iii) term loan facilities in an aggregate principal amount of $122,000, consisting of a $23,500 tranche A facility maturing June 2006 and a $98,500 tranche B facility maturing June 2008. The credit facility provides that the Company will repay (i) the tranche A facility in quarterly installments commencing March 2002, (ii) the tranche B facility in quarterly installments, commencing March 2002 and (iii) the acquisition facility, in equal quarterly installments commencing in June 2004. The credit facility has several interest rate options, which reprice on a short-term basis.

        At December 31, 2002, the Company had outstanding letters of credit of approximately $8,700, and the Company had available borrowings of approximately $31,200 under its revolving credit facility. The average borrowings, maximum borrowings, and weighted average interest rate on the revolving credit facility and its predecessors for the periods indicated are as follows:

	For the year ended
	December 31, 2002			December 31, 2001			December 31, 2000
Average borrowings	$	15,156		$	8,980		$	5,965
Maximum borrowing		29,275			26,425			16,420
Weighted average interest rate, including commitment fee for unused portion of revolving credit facility		6.4	%		10.4	%		11.1	%

        The credit facility contains certain restrictive covenants, which require that, among other things, the Company maintain a minimum interest coverage ratio, not exceed a certain leverage ratio, maintain a minimum EBITDA, as defined, and limit its capital expenditures. The Company was in compliance with its loan covenants as of December 31, 2002.

        On October 23, 2002, the Company obtained an amendment to the senior credit facility to relax certain financial ratios that the Company was required to maintain. The adjustments affect the eight fiscal quarters, beginning with the quarter ended December 31, 2002.

F-16

        The credit facility is secured by substantially all assets of the Company.

        The Company has an Economic Development Loan from the city of Parsons, Kansas. The loan is payable in quarterly installment of $8 through July 2005. The loan is secured by real estate in Parsons.

        In July 2002, the Company completed a transaction for the sale and leaseback of its forklift fleet. The transaction resulted in proceeds of $2,258 and a gain of $397, which was deferred and is being amortized over the term of the leases. Amortization expense during the year ended December 31, 2002 was approximately $100. The unamortized deferred gain at December 31, 2002 was approximately $300. A portion of the fleet was recorded as a capital lease and an initial capital lease obligation of $1,740 was recorded. The remaining fleet is recorded as an operating lease. Following is a summary of the Company's long-term debt as of December 31, 2002 and 2001:

	2002			2001
Revolving credit facility, weighted average interest rate of 6.0%	$	10,050		$	2,000
Acquisition credit facility, weighted average interest rate of 4.6%		9,250			9,250
Term Loan Tranche A, weighted average interest rate of 4.6%		19,391			22,161
Term Loan Tranche B, weighted average interest rate of 5.2%		97,516			98,500
Senior Subordinated Notes, interest rate of 13.0%		170,000			170,000
Debt discount on Senior Subordinated Notes		(10,374	)		(11,297	)
Debentures previously held by Dayton Superior Capital Trust, payable on demand, interest rate of 9.1%		1,110			1,214
Capital lease obligation		2,507			—
City of Parsons, Kansas Economic Development Loan, interest rate of 7.0%		86			118
Total long-term debt		299,536			291,946
Less current portion		(6,991	)		(5,001	)
Long-term portion	$	292,545		$	286,945

F-17

        Scheduled maturities of long-term debt and future minimum lease payments under capital leases are:

Year	Long-term Debt			Capital Leases			Total
2003	$	6,283		$	796		$	7,079
2004		9,639			707			10,346
2005		11,491			558			12,049
2006		31,683			414			32,097
2007		47,034			274			47,308
Thereafter		201,273			149			201,422
Long-Term Debt and Lease Payments		307,403			2,898			310,301
Less: Debt Discount		(10,374	)		—			(10,374	)
Less: Amounts Representing Interest		—			(391	)		(391	)
	$	297,029		$	2,507		$	299,536

        The fair value of the Senior Subordinated Notes, based on the last trade price of $86 per unit, was $146,200 at December 31, 2002. The fair market value of the Company's other fixed rate long-term debt is estimated using discounted cash flow analyses based on current incremental borrowing rates for similar types of borrowing arrangements. At December 31, 2002, the estimated fair value of the debentures previously held by Dayton Superior Capital Trust is $1,763. The estimated fair value of the City of Parsons, Kansas Economic Development Loan is $60. The estimated fair value of the credit facility approximates its face value, as this facility has variable interest rates tied to market rates.

        The Senior Subordinated Notes (the "Notes") have a principal amount of $170,000 and mature in June 2009. The Notes were issued at a discount, which is being accreted to the face value using the effective interest method and is reflected as interest expense. The Notes were issued with warrants that allow the holder to purchase 117,276 of the Company's Class A Common Shares for $0.01 per share. The Company's wholly-owned domestic subsidiaries (Aztec Concrete Accessories, Inc.; Trevecca Holdings, Inc.; Dayton Superior Specialty Chemical Corp.; Symons Corporation; and Dur-O-Wal, Inc.) have guaranteed the Notes on a full, unconditional and joint and several basis. Pursuant to Regulation S-X, Rule 3-10(f), separate financial statements have not been presented for the guarantor subsidiaries. The wholly-owned foreign subsidiaries of the Company are not guarantors with respect to the Notes and do not have any credit arrangements senior to the Notes. The following supplemental consolidated condensed balance sheets as of December 31, 2002 and 2001, the supplemental consolidated condensed statements of operations and cash flows for the years ended December 31, 2002, 2001 and 2000 depict in separate columns, the parent company, those subsidiaries which are guarantors, those subsidiaries which are non-guarantors, elimination adjustments and the consolidated total. This financial information may not necessarily be indicative of the result of operations or financial position of the subsidiaries had they been operated as independent entities.

F-18

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES

Supplemental Consolidating Condensed Balance Sheet

As of December 31, 2002

		Dayton Superior Corporation			Guarantor Subsidiaries			Non Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash		$	1,605		$	(687	)	$	1,486		$	—		$	2,404
Accounts receivable, net			30,223			30,487			455			—			61,165
Inventories			23,408			23,180			1,323			—			47,911
Intercompany			56,498			(56,414	)		(84	)		—			—
Other current assets			8,555			8,539			163			—			17,257
	TOTAL CURRENT ASSETS		120,289			5,105			3,343			—			128,737
Rental equipment, net			4,268			58,846			46			—			63,160
Property, plant and equipment, net			25,690			35,378			178			—			61,246
Investment in subsidiaries			123,041			—			—			(123,041	)		—
Other assets			53,497			67,331			—			—			120,828
	TOTAL ASSETS	$	326,785		$	166,660		$	3,567		$	(123,041	)	$	373,971
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current maturities of long-term debt		$	6,991		$	—		$	—		$	—		$	6,991
Accounts payable			13,983			11,407			277			—			25,667
Accrued liabilities			18,022			12,152			154			—			30,328
	TOTAL CURRENT LIABILITIES		38,996			23,559			431			—			62,986
Long-term debt			292,545			—			—			—			292,545
Other long-term liabilities			5,730			16,763			188			—			22,681
Total shareholders' equity (deficit)			(10,486	)		126,338			2,948			(123,041	)		(4,241	)
	TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$	326,785		$	166,660		$	3,567		$	(123,041	)	$	373,971

F-19

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES

Supplemental Consolidating Condensed Balance Sheet

As of December 31, 2001

		Dayton Superior Corporation			Guarantor Subsidiaries			Non Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash		$	2,714		$	832		$	1,443		$	—		$	4,989
Accounts receivable, net			20,014			30,516			1,098			—			51,628
Inventories			23,030			23,925			945			—			47,900
Intercompany			58,692			(58,584	)		(108	)		—			—
Other current assets			9,046			9,594			184			—			18,824
	TOTAL CURRENT ASSETS		113,496			6,283			3,562			—			123,341
Rental equipment, net			6,256			65,009			58			—			71,323
Property, plant and equipment, net			23,708			36,222			191			—			60,121
Investment in subsidiaries			122,864			—			—			(122,864	)		—
Other assets			55,899			86,159			—			—			142,058
	TOTAL ASSETS	$	322,223		$	193,673		$	3,811		$	(122,864	)	$	396,843
LIABILITIES AND SHAREHOLDERS' EQUITY
Current maturities of long-term debt		$	5,001		$	—		$	—		$	—		$	5,001
Accounts payable			12,579			14,548			213			—			27,340
Accrued liabilities			20,004			13,742			311			—			34,057
	TOTAL CURRENT LIABILITIES		37,584			28,290			524			—			66,398
Long-term debt			286,945			—			—			—			286,945
Other long-term liabilities			4,461			22,132			186			—			26,779
Total shareholders' equity (deficit)			(6,767	)		143,251			3,101			(122,864	)		16,721
	TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	322,223		$	193,673		$	3,811		$	(122,864	)	$	396,843

F-20

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES

Supplemental Consolidating Condensed Statement of Operations

Year Ended December 31, 2002

		Dayton Superior Corporation			Guarantor Subsidiaries			Non Guarantor Subsidiaries		Consolidated
Net sales		$	192,271		$	197,368		$	9,098	$	398,737
Cost of sales			132,946			130,894			6,021		269,861
	Gross profit		59,325			66,474			3,077		128,876
Selling, general and administrative expenses			40,422			49,188			1,611		91,221
Facility closing and severance expenses			3,827			1,572			—		5,399
Amortization of goodwill and intangibles			373			230			—		603
Management fees			(300	)		—			300		—
	Income from operations		15,003			15,484			1,166		31,653
Other expenses
	Interest expense		33,101			866			—		33,967
	Loss on disposals of property, plant and equipment		728			387			—		1,115
	Other expense (income), net		(35	)		44			71		80
	Income (loss) before provision (benefit) for income taxes and cumulative effect of change in accounting principle		(18,791	)		14,187			1,095		(3,509	)
Provision (benefit) for income taxes			(2,067	)		1,561			120		(386	)
Income (loss) before cumulative effect of change in accounting principle			(16,724	)		12,626			975		(3,123	)
Cumulative effect of change in accounting principle, net of income tax benefit of $2,754			—			(17,140	)		—		(17,140	)
Net income (loss)		$	(16,724	)	$	(4,514	)	$	975	$	(20,263	)

F-21

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES

Supplemental Consolidating Condensed Statement of Operations

Year Ended December 31, 2001

		Dayton Superior Corporation			Guarantor Subsidiaries		Non Guarantor Subsidiaries		Consolidated
Net sales		$	194,163		$	211,918	$	9,410	$	415,491
Cost of sales			132,837			137,459		5,925		276,221
	Gross profit		61,326			74,459		3,485		139,270
Selling, general and administrative expenses			38,006			57,983		1,543		97,532
Facility closing and severance expenses			442			6,918		—		7,360
Amortization of goodwill and intangibles			1,980			1,932		—		3,912
Management fees			(300	)		—		300		—
	Income from operations		21,198			7,626		1,642		30,466
Other expenses
	Interest expense		34,463			561		—		35,024
	Other expense (income), net		—			95		—		95
	Income (loss) before provision for income taxes		(13,265	)		6,970		1,642		(4,653	)
Provision (benefit) for income taxes			(3,361	)		1,766		416		(1,179	)
Net income (loss)		$	(9,904	)	$	5,204	$	1,226	$	(3,474	)

F-22

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES

Supplemental Consolidating Condensed Statement of Operations

Year Ended December 31, 2000

		Dayton Superior Corporation			Guarantor Subsidiaries			Non Guarantor Subsidiaries		Consolidated
Net sales		$	197,330		$	180,069		$	9,669	$	387,068
Cost of sales			128,355			114,471			5,920		248,746
	Gross profit		68,975			65,598			3,749		138,322
Selling, general and administrative expenses			41,653			49,124			2,164		92,941
Facility closing and severance expenses			1,860			657			—		2,517
Amortization of goodwill and intangibles			1,784			724			—		2,508
Management fees			(850	)		689			161		—
	Income from operations		24,528			14,404			1,424		40,356
Other expenses
	Interest expense		22,669			(95	)		—		22,574
	Non-recurring item—Lawsuit judgment		—			15,341			—		15,341
	Loss on early extinguishment of long-term debt		7,761			—			—		7,761
	Other expense, net		216			77			—		293
	Income (loss) before provision (benefit) for income taxes		(6,118	)		(919	)		1,424		(5,613	)
Provision (benefit) for income taxes			(2,123	)		(10	)		655		(1,478	)
Net income (loss)			(3,995	)		(909	)		769		(4,135	)
Dividends on Company-obligated mandatorily redeemable convertible trust preferred securities, net of income tax benefit			583			—			—		583
Net income (loss) available to common shareholders		$	(4,578	)	$	(909	)	$	769	$	(4,718	)

F-23

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
Supplemental Consolidating Condensed Statement of Cash Flows
Year Ended December 31, 2002

			Dayton Superior Corporation			Guarantor Subsidiaries			Non Guarantor Subsidiaries			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)		$	(9,514	)	$	(11,724	)	$	975		$	(20,263	)
	Adjustments to reconcile net income to net cash provided by operating activities:
		Cumulative effect of change in accounting principle		—			17,140			—			17,140
		Depreciation and amortization		7,712			16,026			50			23,788
		Deferred income taxes		3,228			—			—			3,228
		Gain on sales of rental equipment and fixed assets		(572	)		(20,247	)		(32	)		(20,851	)
	Change in assets and liabilities, net of the effects of acquisitions			(5,834	)		(13,460	)		(998	)		(20,292	)
		Net cash provided by (used in) operating activities		(4,980	)		(12,265	)		(5	)		(17,250	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Property, plant and equipment additions			(6,658	)		(4,489	)		(130	)		(11,277	)
	Proceeds from sales of fixed assets			1,105			877			28			2,010
	Rental equipment additions			(758	)		(17,619	)		(34	)		(18,411	)
	Proceeds from sale of rental equipment			3,018			32,550			73			35,641
		Net cash provided by (used in) investing activities		(3,293	)		11,319			(63	)		7,963
CASH FLOWS FROM FINANCING ACTIVITIES:
	Repayments of long-term debt			(4,141	)		—			—			(4,141	)
	Issuance of long-term debt			8,050			—			—			8,050
	Proceeds from sale/leaseback transaction			633			1,597			28			2,258
	Issuance of common shares, net of issuance costs			131			—			—			131
	Redemption of common shares and purchase of treasury shares			(205	)		—			—			(205	)
	Repayment of loans to shareholders, net			502			—			—			502
	Intercompany			2,194			(2,170	)		(24	)		—
		Net cash provided by (used in) financing activities		7,164			(573	)		4			6,595
EFFECT OF EXCHANGE RATE CHANGES ON CASH				—			—			107			107
Net increase (decrease) in cash				(1,109	)		(1,519	)		43			(2,585	)
CASH, beginning of year				2,714			832			1,443			4,989
CASH, end of year			$	1,605		$	(687	)	$	1,486		$	2,404

F-24

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
Supplemental Consolidating Condensed Statement of Cash Flows
Year ended December 31, 2001

			Dayton Superior Corporation			Guarantor Subsidiaries			Non Guarantor Subsidiaries			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)		$	(9,904	)	$	5,204		$	1,226		$	(3,474	)
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
		Depreciation and amortization		8,483			15,928			42			24,453
		Deferred income taxes		(2,972	)		—			—			(2,972	)
		Gain on sales of rental equipment and fixed assets		(1,062	)		(13,039	)		(83	)		(14,184	)
	Change in assets and liabilities, net of the effects of acquisitions			(9,109	)		15,049			(1,540	)		4,400
		Net cash provided by (used in) operating activities		(14,564	)		23,142			(355	)		8,223
CASH FLOWS FROM INVESTING ACTIVITIES:
	Property, plant and equipment additions			(4,065	)		(5,679	)		(180	)		(9,924	)
	Proceeds from sales of fixed assets			34			132			3			169
	Rental equipment additions			(1,565	)		(24,317	)		(51	)		(25,933	)
	Proceeds from sale of rental equipment			2,193			20,390			159			22,742
	Acquisitions			(40,707	)		—			—			(40,707	)
		Net cash used in investing activities		(44,110	)		(9,474	)		(69	)		(53,653	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Repayments of long-term debt			(48,532	)		—			—			(48,532	)
	Issuance of long-term debt			93,751			—			—			93,751
	Issuance of Class A common shares			5,334			—			—			5,334
	Financing costs incurred			(791	)		—			—			(791	)
	Purchase of treasury shares			(928	)		—			—			(928	)
	Intercompany			10,951			(12,011	)		1,060			—
		Net cash provided by (used in) financing activities		59,785			(12,011	)		1,060			48,834
EFFECT OF EXCHANGE RATE CHANGES ON CASH				—			—			(197	)		(197	)
		Net increase in cash		1,111			1,657			439			3,207
CASH, beginning of year				1,603			(825	)		1,004			1,782
CASH, end of year			$	2,714		$	832		$	1,443		$	4,989

F-25

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
Supplemental Consolidating Condensed Statement of Cash Flows
Year ended December 31, 2000

			Dayton Superior Corporation			Guarantor Subsidiaries			Non Guarantor Subsidiaries			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)		$	(3,995	)	$	(909	)	$	769		$	(4,135	)
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
		Loss on early extinguishment of long-term debt		7,761			—			—			7,761
		Depreciation and amortization		7,192			9,242			36			16,470
		Deferred income taxes		(1,150	)		(104	)		279			(975	)
		Gain on sales of rental equipment and fixed assets		(1,041	)		(8,757	)		(48	)		(9,846	)
	Change in assets and liabilities, net of the effects of acquisitions			(3,101	)		(7,500	)		(813	)		(11,414	)
		Net cash provided by (used in) operating activities		5,666			(8,028	)		223			(2,139	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Property, plant and equipment additions			(7,063	)		(4,537	)		(78	)		(11,678	)
	Proceeds from sales of fixed assets			32			163						195
	Rental equipment additions			(1,939	)		(16,106	)		(65	)		(18,110	)
	Proceeds from sale of rental equipment			2,500			14,723			86			17,309
	Acquisitions			(25,054	)		—			—			(25,054	)
	Refunds of purchase price on acquisitions			2,148			—			—			2,148
		Net cash used in investing activities		(29,376	)		(5,757	)		(57	)		(35,190	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Repayments of long-term debt			(122,185	)		—			—			(122,185	)
	Issuance of long-term debt			239,171			—			—			239,171
	Prepayment premium on extinguishments of long-term debt and interest rate swap agreements			(476	)		—			—			(476	)
	Financing cost on unused long-term debt commitment			(750	)		—			—			(750	)
	Issuance of Class A common shares			93,544			—			—			93,544
	Redemption of Class A common shares			(164,316	)		—			—			(164,316	)
	Financing costs incurred			(9,761	)		—			—			(9,761	)
	Dividends on Company-obligated mandatorily redeemable convertible trust preferred securities, net of income tax benefit			(583	)		—			—			(583	)
	Intercompany			(12,819	)		13,321			(502	)		—
		Net cash provided by (used in) financing activities		21,825			13,321			(502	)		34,644
EFFECT OF EXCHANGE RATE CHANGES ON CASH				—			—			(86	)		(86	)
		Net decrease in cash		(1,885	)		(464	)		(422	)		(2,771	)
CASH, beginning of year				3,488			(361	)		1,426			4,553
CASH, end of year			$	1,603		$	(825	)	$	1,004		$	1,782

F-26

(5) Company-obligated Mandatorily Redeemable Convertible Trust Preferred Securities

        In October 1999, the Company completed an underwritten public offering of 1,062,500 Company-obligated mandatorily redeemable convertible trust preferred securities at a price of $20 per security. Net proceeds to the Company after issuance costs were $19,554. The securities were issued by a limited purpose Delaware trust which used the proceeds to purchase from the Company the same principal amount of convertible junior subordinated debentures. The securities were guaranteed by the Company on a subordinated basis.

        As a result of the recapitalization, the trust was dissolved. The securities converted to debentures having the right to receive cash in the amount of $23,375 ($22.00 per preferred security), plus accrued interest. As of December 31, 2002, $22,265 of the debentures had been redeemed. Interest is payable on the preferred securities at the rate of 9.1%.

(6) Common Shares

(a) Stock Option Plan—

        Upon consummation of the recapitalization, the Company adopted the 2000 Stock Option Plan of Dayton Superior Corporation ("Stock Option Plan"). The Stock Option Plan permits the grant of stock options to purchase 683,159 common shares. Options to purchase 147,225, 5,506 and 473,016 common shares were granted during 2002, 2001, and 2000, respectively. Options that are cancelled may be reissued.

        The Stock Option Plan constitutes the amendment and merger into one plan of four previous option plans and governs options that remain outstanding following the recapitalization, as well as new option grants. The terms of the new option grants are as follows:

•

Options to purchase 22,997 common shares were exercisable when granted.



•

Options to purchase 30,850 common shares became exercisable in 2002.



•

Options to purchase 6,426 common shares will become exercisable in 2003.



•

Options to purchase 8,392 common shares will become exercisable in 2004.



•

Options to purchase 6,250 common shares will become exercisable in 2005.



•

The remaining options to purchase 513,053 common shares are eligible to become exercisable in installments over one to five years based on the Company's performance, but, in any case, become exercisable no later than nine years after the grant date.



•

These options may be subject to accelerated vesting upon certain change in control events based on Odyssey's return on investment. Under the Stock Option Plan, the option exercise price equals the stock's market price on date of grant. The Company accounts for these plans under APB Opinion No. 25, under which no compensation costs have been recognized. Had compensation cost for these plans been determined consistent with Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), the

F-27

Company's net income (loss) available to common shareholders would have been reduced to the following pro forma amounts:

		2002			2001			2000
Net income (loss) available to common shareholders:	As Reported	$	(20,263	)	$	(3,474	)	$	(4,718	)
	Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax effect		(284	)		(633	)		(1,068	)
	Pro Forma	$	(20,547	)	$	(4,107	)	$	(5,786	)

        A summary of the status of the Company's stock option plans at December 31, 2002, 2001, and 2000, and changes during the years then ended is presented in the table and narrative below:

	Number of Shares		Weighted Average Exercise Price Per Share
Outstanding at December 31, 1999	442,283		$	9.28
Granted at a weighted average fair value of $7.65	473,016			27.00
Exercised	(344,353	)		8.85
Outstanding at December 31, 2000	570,946			24.22
Granted at a weighted average fair value of $7.65	5,506			27.50
Exercised	(9,134	)		21.20
Cancelled	(26,060	)		27.00
Outstanding at December 31, 2001	541,258			24.17
Granted at a weighted average fair value of $5.43	147,225			27.50
Exercised	(3,050	)		2.29
Cancelled	(13,749	)		25.21
Outstanding at December 31, 2002	671,684		$	25.00

F-28

        Price ranges and other information for stock options outstanding at December 31, 2002 are as follows:

	Outstanding				Exercisable
Range of Exercise Prices	Shares	Weighted Average Exercise Price		Weighted Average Remaining Life	Shares	Weighted Average Exercise Price
$  1.96—$  4.00	40,887	$	2.45	1.7 years	40,887	$	2.45
$12.50—$12.63	4,929		12.56	4.5	4,929		12.56
$16.81—$19.91	38,264		18.11	5.6	38,264		18.11
$27.00—$27.50	587,604		27.12	8.0	104,012		27.04
	671,684	$	25.00	7.5 years	188,092	$	19.50

        The fair value of each option grant is estimated on the date of grant using the Black Scholes options pricing model with the following weighted average assumptions used for grants in 2002, 2001, and 2000, respectively:

	2002		2001		2000
Risk-free interest rates	3.70	%	5.55	%	5.55	%
Expected dividend yield	0	%	0	%	0	%
Expected lives	6 years		6 years		6 years
Expected volatility	0.00	%	0.00	%	0.00	%

(b) Treasury Shares—

        During 2002 and 2001, the Company repurchased common shares from former employees in conjunction with the facility closing and severance plans discussed in Note 11. There were 7,459 shares repurchased in 2002 for $205, and 29,288 shares repurchased in 2001 for $979.

(7) Retirement Plans

(a) Company-Sponsored Pension Plans—

        The Company's pension plans cover virtually all hourly employees not covered by multi-employer pension plans and provide benefits of stated amounts for each year of credited service. The Company funds such plans at a rate that meets or exceeds the minimum amounts required by applicable regulations. The plans' assets are primarily invested in mutual funds comprised primarily of common stocks and corporate and U.S. government obligations.

F-29

Postretirement Benefits—

        The Company provides postretirement health care benefits on a contributory basis and life insurance benefits for Symons salaried and hourly employees who retired prior to May 1, 1995.

	PENSION BENEFITS 2002			PENSION BENEFITS 2001			SYMONS POSTRETIREMENT BENEFITS 2002			SYMONS POSTRETIREMENT BENEFITS 2001
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of year	$	7,059		$	6,166		$	820		$	774
Service cost		428			439			—			—
Interest cost		502			454			57			61
Amendments		120			—			—			—
Actuarial loss (gain)		479			301			27			93
Benefits paid		(361	)		(301	)		(183	)		(108	)
Benefit obligation at end of year	$	8,227		$	7,059		$	721		$	820
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year	$	6,716		$	6,247		$	—		$	—
Actual return (loss) on plan assets		(457	)		206			—			—
Employer contribution		914			564			183			108
Benefits paid		(361	)		(301	)		(183	)		(108	)
Fair value of plan assets at end of year	$	6,812		$	6,716		$	—		$	—
FUNDED STATUS	$	(1,415	)	$	(343	)	$	(720	)	$	(820	)
Unrecognized prior service cost		(32	)		(147	)		192			216
Unrecognized net loss (gain)		1,402			(94	)		(39	)		(66	)
Net amount recognized	$	(45	)	$	(584	)	$	(567	)	$	(670	)
AMOUNTS RECOGNIZED IN THE STATEMENT OF FINANCIAL POSITION CONSIST OF:
Accrued benefit liability	$	(1,415	)	$	(584	)	$	(567	)	$	(670	)
Accumulated other comprehensive income		1,370			—			—			—
Net amount recognized	$	(45	)	$	(584	)	$	(567	)	$	(670	)
ASSUMPTIONS AS OF DECEMBER 31
Discount rate		6.75	%		7.25	%		6.75	%		7.50	%
Expected return on plan assets		8	%		8	%		N/A			N/A
Rate of compensation increase		N/A			N/A			N/A			N/A

F-30

COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost	$	428		$	439		$	—	$	—
Interest cost		502			454			57		61
Expected return on plan assets		(560	)		(494	)		—		—
Amortization of prior service cost		(5	)		(6	)		24		24
Net periodic pension cost	$	365		$	393		$	81	$	85

        As of December 31, 2002 and 2001, the plan had accumulated benefit obligations in excess of plan assets and the accumulated benefit obligation was equal to the projected benefit obligation.

        For purposes of determining the liability for other postretirement health care benefits, the weighted average assumed rate of increase in the per capita cost of covered benefits is 8.5% for 2003 gradually decreasing from 2004 to 2009 until an ultimate rate of 5.00% is assumed for the years 2010 and beyond. Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plan. A one percentage point change in assumed health care cost trend rates would have the following effects:

	1 Percentage Point Increase		1 Percentage Point Decrease
Effect on total of service and interest cost components	$	6	$	(5	)
Effect on the postretirement benefit obligation		91		(81	)

(b) Multi-Employer Pension Plan—

        Approximately 11% of the Company's employees are currently covered by collectively bargained, multi-employer pension plans. Contributions are determined in accordance with the provisions of negotiated union contracts and generally are based on the number of hours worked. The Company does not have the information available to determine its share of the accumulated plan benefits or net assets available for benefits under the multi-employer pension plans. The aggregate amount charged to expense under these plans was $347, $380, and $274, for the years ended December 31, 2002, 2001, and 2000, respectively.

(c) 401(k) Savings Plan—

        Most employees are eligible to participate in Company sponsored 401(k) savings plans. Company matching contributions vary from 0% to 50% according to terms of the individual plans and collective bargaining agreements. The aggregate amount charged to expense under these plans was $993, $1,000, and $918, for the years ended December 31, 2002, 2001, and 2000, respectively.

F-31

(d) Retirement Contribution Account—

        The Company has a defined contribution plan for substantially all salaried employees. No contributions are permitted by employees, and the Company contributes 1.5% to 6.0% of eligible compensation, depending on the age of the employee. The amount charged to expense for the years ended December 31, 2002, 2001 and 2000 was $1,791, $1,905 and $1,559, respectively.

(8) Income Taxes

        The following is a summary of the components of the Company's income tax provision for the years ended December 31, 2002, 2001, and 2000:

		2002			2001			2000
Currently payable (receivable):
	Federal	$	(3,397	)	$	(258	)	$	(857	)
	State and local		(354	)		555			165
Deferred (future tax benefit)			3,365			(1,476	)		(786	)
Total benefit		$	(386	)	$	(1,179	)	$	(1,478	)

        The effective income tax rate differs from the statutory federal income tax rate for the years ended December 31, 2002, 2001, and 2000 for the following reasons:

	2002		2001		2000
Statutory income tax rate	34.0	%	34.0	%	34.0	%
State income taxes (net of federal tax benefit)	(4.1	)	4.0		4.3
Nondeductible goodwill amortization and other permanent differences	(8.6	)	(12.7	)	(12.0	)
Foreign income taxes	(10.3	)	—		—
Effective income tax rate	11.0	%	25.3	%	26.3	%

F-32

        The components of the Company's future income tax benefits and deferred tax liabilities as of December 31, 2002 and 2001 are as follows:

			2002			2001
Current deferred taxes:
	Inventory reserves		$	668		$	490
	Accounts receivable reserves			876			2,778
	Accrued liabilities			4,628			4,678
	Other			22			16
		Total		6,194			7,962
Long-term deferred taxes:
	Accelerated depreciation			(18,504	)		(18,594	)
	Other long-term liabilities			3,993			4,271
	Other			2,592			958
		Total		(11,919	)		(13,365	)
		Net deferred taxes	$	(5,725	)	$	(5,403	)

        For federal income tax purposes, the Company has federal net operating tax loss carryforwards of $1,769, which expire over a three year period beginning in 2019. The Company also has state net operating tax loss carryforwards of $758, which expire over a period of five to twenty years beginning in 2006.

(9) Segment Reporting

        In an effort to reduce cost and enhance customer responsiveness, the Company consolidated its overhead structure from five marketing arms down to two effective January 1, 2003. Accordingly, the Company changed its reporting as a result of this consolidation such that it now reports under two segments: Construction Products Group and Symons. Construction Products Group and Symons sell primarily to external customers and are differentiated by their products and services, both of which serve the construction industry. Construction Products Group sells concrete accessories, which are used in connecting forms for poured-in-place concrete walls, anchoring or bracing for walls and floors, supporting bridge framework and positioning steel reinforcing bars; masonry accessories, which are placed between layers of brick and concrete blocks and covered with mortar to provide additional strength to walls; paving products which are used in the construction and rehabilitation of concrete roads, highways, and airport runways to extend the life of the pavement; and construction chemicals which are used in conjunction with its other products. Symons sells and rents reusable engineered forms and related accessories used in the construction of concrete walls, columns and bridge supports to hold concrete in place while it hardens and construction chemicals which are used in conjunction with its other products.

F-33

        Sales between Construction Products Group and Symons are recorded at normal selling price by the selling segment and at cost for the buying segment, with the profit recorded as an intersegment elimination. Segment assets include accounts receivable; inventories; property, plant, and equipment; rental equipment; and an allocation of goodwill. Corporate and unallocated assets include cash, prepaid income taxes, future tax benefits, and financing costs. Export sales and sales by non-U.S. affiliates are not significant.

        Information about the income (loss) of each segment and the reconciliations to the consolidated amounts for the years ended December 31, 2002, 2001, and 2000 is as follows:

	2002			2001			2000
Construction Products Group	$	274,129		$	282,375		$	250,438
Symons		124,608			133,116			136,630
Net sales to external customers	$	398,737		$	415,491		$	387,068
Construction Products Group	$	13,123		$	13,990		$	13,578
Symons		8,107			7,052			6,243
Net sales to other segments	$	21,230		$	21,042		$	19,821
Construction Products Group	$	28,265		$	29,315		$	30,157
Symons		27,076			31,324			16,709
Intersegment Eliminations		(11,032	)		(11,187	)		(9,949	)
Corporate		(47,818	)		(54,105	)		(42,530	)
Loss before income taxes	$	(3,509	)	$	(4,653	)	$	(5,613	)
Construction Products Group	$	6,665		$	6,455		$	4,454
Symons		12,417			9,936			5,668
Corporate		1,768			1,899			2,491
Depreciation	$	20,850		$	18,290		$	12,613
Construction Products Group	$	258		$	375		$	335
Symons		229			16			16
Corporate		116			3,521			2,157
Amortization of goodwill and intangibles	$	603		$	3,912		$	2,508

F-34

        Information regarding each segment's assets and the reconciliation to the consolidated amounts as of December 31, 2002 and 2001 is as follows:

	2002		2001
Construction Products Group	$	159,955	$	150,001
Symons		115,071		119,854
Corporate and Unallocated		98,945		126,988
Total Assets	$	373,971	$	396,843

        Information regarding capital expenditures by segment and the reconciliation to the consolidated amounts for the years ended December 31, 2002, 2001 and 2000 is as follows:

	2002		2001		2000
Construction Products Group	$	7,968	$	6,629	$	8,759
Symons		2,520		2,320		1,949
Corporate		789		975		970
Property, Plant, and Equipment Additions	$	11,277	$	9,924	$	11,678
Construction Products Group	$	864	$	1,664	$	2,041
Symons		17,547		24,269		16,069
Rental Equipment Additions	$	18,411	$	25,933	$	18,110

(10) Commitments and Contingencies

(a) Operating Leases—

        Rental expense for property, plant and equipment (principally office and warehouse facilities and office equipment) was $6,318, $6,599, and $4,731, for the years ended December 31, 2002, 2001 and 2000, respectively. Lease terms generally range from one to ten years and some contain renewal options.

        Aggregate minimum annual rental commitments under non-cancelable operating leases are as follows:

	Operating Leases		Sale-Leaseback		Total
2003	$	4,478	$	175	$	4,653
2004		3,262		—		3,262
2005		2,540		—		2,540
2006		2,048		—		2,048
2007		587		—		587
Thereafter		85		—		85
Total	$	13,000	$	175	$	13,175

F-35

(b) Litigation—

        Symons was a defendant in a civil suit brought by EFCO Corp., a competitor of Symons in one portion of their business. EFCO Corp. alleged that Symons engaged in false advertising, misappropriation of trade secrets, intentional interference with contractual relations, and certain other activities. After a jury trial, preliminary damages of approximately $14,100 were awarded against Symons in 1999, and both parties were enjoined from engaging in certain conduct. The Company recorded a $15,000 charge in the second quarter of 2000 after its unsuccessful appeal. In October 2000, Symons satisfied the judgment of $14,100, post-judgment interest of $1,134, and reimbursement of EFCO's defense costs of $107, by payment to EFCO from the Company's cash on hand and from the Company's revolving credit facility.

        Symons has made a claim to its primary and excess insurance carriers for "advertising injury" and other claims under its insurance policies to recover its defense costs and for indemnification of the false advertising and the misappropriation of trade secrets portions of the EFCO judgment.

        From time to time, the Company is involved in various legal proceedings arising out of the ordinary course of business. None of the matters in which the Company is currently involved, either individually, or in the aggregate, is expected to have a material adverse effect on the Company's business or financial condition.

(c) Self-Insurance—

        The Company is self-insured for certain of its group medical, workers' compensation and product and general liability claims. The Company has stop loss insurance coverage at various per occurrence and per annum levels depending on the type of claim. The Company consults with third party administrators to estimate the reserves required for these claims. No material revisions were made to the estimates for the years ended December 31, 2002, 2001 and 2000. The Company has reserved $6,890, and $6,911 as of December 31, 2002 and 2001, respectively.

(d) Severance Obligations—

        The Company has employment agreements with its executive management and severance agreements with certain of its key management-level personnel, with annual base compensation ranging in value from $80 to $390. The agreements generally provide for salary continuation in the event of termination without cause for periods of one to two years. The agreements also contain certain non-competition clauses. As of December 31, 2002, the remaining aggregate commitment under these severance agreements if all individuals were terminated without cause was approximately $3,932.

F-36

(11) Facility Closing and Severance Expenses

        During 2000, as a result of the acquisition of Conspec, the Company approved and began implementing a plan to consolidate certain of its existing operations. Activity for this plan for the years ended December 31, 2000, 2001, and 2002 was as follows:

	Involuntary Termination Benefits			Lease Termination Costs			Relocation of Operations		Other Post- Closing Costs			Total
Facility closing and severance expenses	$	834		$	553		$	—	$	697		$	2,084
Items charged against reserve		(96	)		(13	)		—		(122	)		(231	)
Balance, December 31, 2000		738			540			—		575			1,853
Facility closing and severance expenses		—			—			—		—			—
Items charged against reserve		(738	)		(50	)		—		(398	)		(1,186	)
Balance, December 31, 2001		—			490			—		177			667
Facility closing and severance expenses		—			—			—		—			—
Items charged against reserve		—			(221	)		—		(84	)		(305	)
Balance, December 31, 2002	$	—		$	269		$	—	$	93		$	362

        The remaining lease termination costs are expected to be paid through 2007, and the remaining other post-closing costs are expected to be paid in 2003.

        During 2001, the Company approved and began implementing a plan to exit certain of its manufacturing and distribution facilities and to reduce overall Company headcount in order to keep its cost structure in alignment with its net sales. Activity for this plan for the years ended December 31, 2001 and 2002 was as follows:

	Involuntary Termination Benefits			Lease Termination Costs			Relocation of Operations			Other Post- Closing Costs			Total
Facility closing and severance expenses	$	3,287		$	685		$	—		$	786		$	4,758
Items charged against reserve		(2,356	)		(161	)		—			—			(2,517	)
Balance, December 31, 2001		931			524			—			786			2,241
Facility closing and severance expenses		—			—			108			—			108
Items charged against reserve		(931	)		(314	)		(108	)		(475	)		(1,828	)
Balance, December 31, 2002	$	—		$	210		$	—		$	311		$	521

        The remaining lease termination costs are expected to be paid through 2004, and the other post-closing costs are expected to be paid in 2003.

F-37

        During 2002, the Company approved and began implementing a plan to exit certain of its distribution facilities and to reduce overall Company headcount in order to keep its cost structure in alignment with its net sales. Activity for this plan for the year ended December 31, 2002 was as follows:

	Involuntary Termination Benefits			Lease Termination Costs			Relocation of Operations		Other Post- Closing Costs			Total
Facility closing and severance expenses	$	4,441		$	650		$	—	$	200		$	5,291
Items charged against reserve		(2,029	)		(566	)		—		(200	)		(2,795	)
Balance, December 31, 2002	$	2,412		$	84		$	—	$	—		$	2,496

        The remaining involuntary termination benefits are expected to be paid through 2004, and the lease termination costs are expected to be paid in 2003.

(12) Related Party Transactions

        During 2002, the Company reimbursed Odyssey for $228 of out-of-pocket expenses. In conjunction with the acquisition of Aztec Concrete Accessories, Inc. ("Aztec"), the Company paid Odyssey a $350 fee, plus out-of-pocket expenses of $107 during 2001. In conjunction with the recapitalization and the related financing transactions, the Company paid Odyssey a fee of $4,000, plus out-of-pocket expenses of $699 during 2000.

F-38

(13) Quarterly Financial Information (Unaudited)

	2002
Quarterly Operating Data	First Quarter			Second Quarter		Third Quarter		Fourth Quarter			Full Year
Net sales	$	82,772		$	112,214	$	110,526	$	93,225		$	398,737
Gross profit		26,517			36,587		36,623		29,149			128,876
Income (loss) before cumulative effect of change in accounting principle		(3,010	)		2,890		2,587		(5,590	)		(3,123	)

	2001
Quarterly Operating Data	First Quarter			Second Quarter		Third Quarter		Fourth Quarter			Full Year
Net sales	$	88,312		$	116,806	$	115,650	$	94,723		$	415,491
Gross profit		26,610			40,847		39,357		32,456			139,270
Net income (loss)		(4,591	)		1,245		2,000		(2,128	)		(3,474	)

	2000
Quarterly Operating Data	First Quarter		Second Quarter			Third Quarter		Fourth Quarter			Full Year
Net sales	$	81,305	$	102,086		$	113,263	$	90,413		$	387,068
Gross profit		27,131		37,233			41,970		31,988			138,322
Net income (loss)		473		(7,784	)		3,870		(694	)		(4,135	)

(14) Restatement

        Subsequent to the issuance of the Company's December 31, 2002 consolidated financial statements, management restated the Company's December 31, 2002, 2001 and 2000 consolidated statements of operations to reflect the application of Emerging Issues Task Force (EITF) 00-10, "Accounting for Shipping and Handling Fees and Costs" which was required to be adopted by the Company in the year ended December 31, 2000. EITF 00-10 requires that all shipping and handling costs billed to customers be recorded as sales and the actual costs incurred be recorded as a component of cost of sales. Before adopting EITF 00-10, the Company netted freight costs against freight revenue.

        As a result of adopting EITF 00-10, the Company's December 31, 2002, 2001 and 2000 net sales and cost of sales both increased by approximately $20,453, $21,791 and $19,223, respectively, to reflect the inclusion of shipping revenues and costs, but there was no effect on previously reported gross profit, income from operations, net income (loss), cash flows or financial position.

        The effects of the restatement on the years ended December 31, 2002, 2001 and 2000 are as follows (in thousands):

	December 31, 2002				December 31, 2001				December 31, 2000
	As Reported		As Restated		As Reported		As Restated		As Reported		As Restated
Sales	$	378,284	$	398,737	$	393,700	$	415,491	$	367,845	$	387,068
Cost of Sales		249,408		269,861		254,430		276,221		229,523		248,746

F-39

(15) Subsequent Event

        On July 29, 2003, the Company completed the acquisition of substantially all of the fixed assets and rental fleet assets of Safway Formwork Systems, L.L.C. for $19,965 plus $535 in acquisition costs. The purchase price was comprised of $13,000 in cash and a non-interest bearing (other than in the case of default) senior unsecured note payable to the seller with a present value of $6,965 and a face amount of $12,000. The note was issued at a discount, is being accreted to the face value using the effective interest method and is reflected as interest expense. The first $250 installment payment on the note was paid on September 30, 2003, and an additional $750 is due on December 31, 2003. Thereafter, annual payments of $1,000 are due on September 30 of each year from 2004 through 2008, with a final balloon payment of $6,000 due on December 31, 2008. For purposes of calculating the net present value of the senior unsecured note, the Company has used an interest rate of 14.5%. The $13,000 of cash was funded through the issuance by the Company of 541,667 common shares valued at $13,000 in the aggregate to the Company's majority shareholder. The $535 in acquisition costs was funded through borrowings on the revolving credit facility.

        The acquisition will be accounted for as a purchase, and the results of Safway have been included in the Company's consolidated financial statements from the date of acquisition. The purchase price has been allocated based on the estimated fair value of the assets acquired, as follows:

Rental equipment	$	20,035
Property, plant and equipment		500
Covenants not to compete		465
Payable for covenants not to compete		(465	)
Purchase price	$	20,535

        This allocation may change, as the Company's independent appraisal of the assets acquired and evaluations of costs to exit Safway's facilities has not been completed.

        On June 9, 2003, the Company completed an offering of $165,000 of senior second secured notes in a private placement. The notes mature in June 2008 and were issued at a discount, which is being accreted to the face value using the effective interest method and is reflected as interest expense. The proceeds of the offering were $156,895 and were used to repay the Company's acquisition credit facility, term loan tranche A, term loan tranche B, and a portion of the revolving credit facility. As a result of the transactions, the Company incurred a loss on the early extinguishment of long-term debt of $2,550.

F-40

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES

Schedule II—Valuation and Qualifying Accounts

Years Ended December 31, 2002, 2001 and 2000

(Amounts in thousands)

	Additions					Deductions
	Balance at Beginning of Year		Charged to Costs and Expenses		Other	Charges for Which Reserves Were Created			Balance at End of Year
Allowances for Doubtful Accounts and Sales Returns and Allowances
For the year ended December 31, 2002	$	7,423	$	1,848	—	$	(4,410	)	$	4,861
For the year ended December 31, 2001		5,331		2,156	102(1)		(166	)		7,423
For the year ended December 31, 2000		5,589		2,740	—		(2,998	)		5,331

(1)

Acquisition of BarLock and Aztec Concrete Accessories, Inc.

F-41

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

As of September 26, 2003 and December 31, 2002

(Amounts in thousands)

(unaudited)

			September 26, 2003			December 31, 2002
ASSETS
Current assets:
	Cash		$	1,668		$	2,404
	Accounts receivable, net of allowances for doubtful accounts and sales returns and allowances of $4,470 and $4,861			71,981			61,165
	Inventories (Note 3b)			50,713			47,911
	Prepaid expenses and other current assets			6,271			7,054
	Prepaid income taxes			6,075			4,009
	Future income tax benefits			6,194			6,194
Total current assets				142,902			128,737
Rental equipment, net				87,142			63,160
Property, plant and equipment				111,584			103,846
	Less accumulated depreciation			(49,113	)		(42,600	)
Net property, plant and equipment				62,471			61,246
Goodwill				107,328			107,328
Intangible assets, net of accumulated amortization (Note 3d)				6,516			8,405
Other assets				4,336			5,095
		Total assets	$	410,695		$	373,971
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
	Current maturities of long-term debt (Note 4)		$	2,577		$	6,991
	Accounts payable			24,173			25,667
	Accrued compensation			14,459			20,948
Other accrued liabilities				12,721			9,380
Total current liabilities				53,930			62,986
Long-term debt, net of current portion (Note 4)				337,731			292,545
Deferred income taxes				11,118			11,919
Other long-term liabilities				10,730			10,762
Total liabilities				413,509			378,212
Shareholders' deficit:
	Common shares			115,573			102,525
	Loans to shareholders			(2,723	)		(2,878	)
Treasury shares, at cost, 36,747 shares in 2003 and 2002				(1,184	)		(1,184	)
	Cumulative other comprehensive loss			(1,250	)		(1,716	)
	Accumulated deficit			(113,230	)		(100,988	)
Total shareholders' deficit				(2,814	)		(4,241	)
		Total liabilities and shareholders' deficit	$	410,695		$	373,971

The accompanying notes to consolidated financial statements are
an integral part of these consolidated balance sheets.

F-42

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations

For The Three and Nine Fiscal Months Ended September 26, 2003 and September 27, 2002

(Amounts in thousands)

(Unaudited)

		Three Fiscal Months Ended					Nine Fiscal Months Ended
		September 26, 2003			(as restated) September 27, 2002		September 26, 2003			(as restated) September 27, 2002
Product sales		$	85,242		$	90,418	$	227,885		$	250,954
Rental revenue			10,545			11,064		24,421			33,719
Used rental equipment sales			5,201			9,413		26,190			20,839
	Net sales		100,988			110,895		278,496			305,512
Product sales			67,795			67,355		178,026			185,429
Rental revenue			6,386			4,629		15,932			13,968
Used rental equipment sales			2,078			2,288		7,797			6,388
	Cost of sales		76,259			74,272		201,755			205,785
Product sales			17,447			23,063		49,859			65,525
Rental revenue			4,159			6,435		8,489			19,751
Used rental equipment sales			3,123			7,125		18,393			14,451
	Gross profit		24,729			36,623		76,741			99,727
Selling, general and administrative expenses			23,074			21,349		62,689			67,365
Facility closing and severance expenses (Note 7)			499			2,285		1,243			2,859
Amortization of intangibles			184			150		443			301
	Income from operations		972			12,839		12,366			29,202
Other expenses
	Interest expense		11,199			8,468		28,272			24,881
	Loss on early extinguishment of long-term debt		—			—		2,480			—
	Other expense		27			59		164			209
Income (loss) before provision (benefit) for income taxes and cumulative effect of change in accounting principle			(10,254	)		4,312		(18,550	)		4,112
Provision (benefit) for income taxes			(3,861	)		1,725		(6,307	)		1,645
Income (loss) before cumulative effect of change in accounting principle			(6,393	)		2,587		(12,243	)		2,467
Cumulative effect of change in accounting principle, net of income tax benefit of $2,754 (Note 3)			—			—		—			(17,140	)
Net income (loss)		$	(6,393	)	$	2,587	$	(12,243	)	$	(14,673	)

The accompanying notes to consolidated financial statements are
an integral part of these consolidated statements.

F-43

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For The Nine Fiscal Months Ended September 26, 2003 and September 27, 2002

(Amounts in thousands)

(Unaudited)

			September 26, 2003			September 27, 2002
Cash Flows From Operating Activities:
	Net loss		$	(12,243	)	$	(14,673	)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Depreciation		18,110			15,089
		Amortization of intangibles		443			301
		Loss on early extinguishment of long-term debt		2,480			—
		Cumulative effect of change in accounting principle (Note 3)		—			17,140
		Deferred income taxes		(801	)		(30	)
		Amortization of deferred financing costs and debt discount		2,229			1,721
		Gain on sales of rental equipment and property, plant and equipment		(18,255	)		(14,284	)
Changes in assets and liabilities, net of effects of acquisition:
	Accounts receivable			(10,817	)		(22,130	)
	Inventories			(2,802	)		(5,933	)
	Accounts payable			(1,494	)		509
	Accrued liabilities and other long-term liabilities			(3,645	)		(5,656	)
	Prepaid expenses and other assets			(1,268	)		6,997
		Net cash used in operating activities		(28,063	)		(20,949	)
Cash Flows From Investing Activities:
	Property, plant and equipment additions			(5,932	)		(8,390	)
	Proceeds from sales of property, plant and equipment			82			1,999
	Rental equipment additions			(21,501	)		(8,605	)
	Proceeds from sales of rental equipment			26,190			20,838
	Acquisition (Note 2)			(13,535	)		—
		Net cash (used in) provided by investing activities		(14,696	)		5,842
Cash Flows From Financing Activities:
	Repayments of long-term debt			(176,563	)		(2,959	)
	Issuance of long-term debt			206,195			14,737
	Proceeds from sale/leaseback transaction			—			2,258
	Financing costs incurred			(1,278	)		—
	Purchase of treasury shares			—			(205	)
	Repayment of loans to shareholders			154			249
	Issuance of common shares			13,049			86
		Net cash provided by financing activities		41,557			14,166
Effect of Exchange Rate Changes on Cash				466			86
		Net decrease in cash		(736	)		(855	)
Cash, beginning of period				2,404			4,989
Cash, end of period			$	1,668		$	4,134
Supplemental Disclosures:
	Cash paid (refunded) for income taxes, net		$	(3,531	)	$	432
	Cash paid for interest			21,596			17,914
	Purchases of equipment on capital leases			2,958			1,740
	Issuance of note in conjunction with acquisition			6,965			—

The accompanying notes to consolidated financial statements are
an integral part of these consolidated statements.

F-44

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss)

For The Three and Nine Fiscal Months Ended September 26, 2003 and September 27, 2002

(Amounts in thousands)

(Unaudited)

		Three Fiscal Months Ended						Nine Fiscal Months Ended
		September 26, 2003			September 27, 2002			September 26, 2003			September 27, 2002
Net income (loss)		$	(6,393	)	$	2,587		$	(12,243	)	$	(14,673	)
Other comprehensive income:
	Foreign currency translation adjustment		(25	)		(91	)		466			84
Comprehensive income (loss)		$	(6,418	)	$	2,496		$	(11,777	)	$	(14,589	)

The accompanying notes to consolidated financial statements are
an integral part of these consolidated statements.

F-45

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Amounts in thousands, except share and per share amounts)

(Unaudited)

(1) Consolidated Financial Statements

        The interim consolidated financial statements included herein have been prepared by the Company, without audit, and include, in the opinion of management, all adjustments necessary to state fairly the information set forth therein. Any such adjustments were of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these unaudited consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's annual financial statements for the year ended December 31, 2002. The interim results may not be indicative of future periods.

(2) Acquisition

        On July 29, 2003, the Company completed the acquisition of substantially all of the fixed assets and rental fleet assets of Safway Formwork Systems, L.L.C. for $19,965 plus $535 in acquisition costs. The purchase price was comprised of $13,000 in cash and a non-interest bearing (other than in the case of default) senior unsecured note payable to the seller with a present value of $6,965 and a face amount of $12,000. The note was issued at a discount, which is being accreted to the face value using the effective interest method and is reflected as interest expense. The first $250 installment payment on the note was paid on September 30, 2003, and an additional $750 is due on December 31, 2003. Thereafter, annual payments of $1,000 are due on September 30 of each year from 2004 through 2008, with a final balloon payment of $6,000 due on December 31, 2008. For purposes of calculating the net present value of the senior unsecured note, the Company has used an interest rate of 14.5%. The $13,000 of cash was funded through the issuance by the Company of 541,667 common shares valued at $13,000 in the aggregate to the Company's majority shareholder. The $535 in acquisition costs was funded through borrowings on the revolving credit facility.

        The acquisition has been accounted for as a purchase, and the results of Safway have been included in the Company's consolidated financial statements from the date of acquisition. The purchase price has been allocated based on the estimated fair value of the assets acquired, as follows:

Rental equipment	$	20,035
Property, plant and equipment		500
Covenants not to compete		465
Payable for covenants not to compete		(465	)
Purchase price	$	20,535

        This allocation may change, as the Company's independent appraisal of the assets acquired and evaluations of costs to exit Safway's facilities has not been completed.

F-46

        The following pro forma information sets forth the consolidated results of operations for the three and nine months ended September 26, 2003, and September 27, 2002 as though the acquisition had been completed at the beginning of each period presented:

	Pro Forma Three fiscal months ended					Pro Forma Nine fiscal months ended
	September 26, 2003			September 27, 2002		September 26, 2003			September 27, 2002
Net Sales	$	102,350		$	117,338	$	291,092		$	325,437
Income (loss) before provision (benefit) for income taxes and cumulative effect of change in accounting principle		(11,095	)		3,181		(21,559	)		842
Income (loss) before cumulative effect of change in accounting principle	$	(6,904	)	$	1,910	$	(14,082	)	$	513

        In accordance with SEC rules and regulations, pro forma information includes costs that are expected to be eliminated under the Company's ownership.

(3) Accounting Policies

        The interim consolidated financial statements have been prepared in accordance with the accounting policies described in the notes to the Company's consolidated financial statements for the year ended December 31, 2002. While management believes that the procedures followed in the preparation of interim financial information are reasonable, the accuracy of some estimated amounts is dependent upon facts that will exist or calculations that will be made at year end. Examples of such estimates include changes in the deferred tax accounts and management bonuses, among others. Any adjustments pursuant to such estimates during the fiscal quarter were of a normal recurring nature.

(a) Fiscal Quarter—

        The Company's fiscal year end is December 31. The Company's fiscal quarters are defined as the 13-week periods ending on a Friday near the end of March, June and September.

(b) Inventories—

        The Company values all inventories at the lower of first-in, first-out ("FIFO") cost or market. The Company provides net realizable value reserves which reflect the Company's best estimate of the excess of the cost of potential obsolete and slow moving inventory over the expected net realizable value.

F-47

Following is a summary of the components of inventories as of September 26, 2003 and December 31, 2002:

	September 26, 2003			December 31, 2002
Raw materials	$	9,763		$	15,984
Work in progress		3,068			3,069
Finished goods		39,181			29,932
		52,012			48,985
Net realizable value reserve		(1,299	)		(1,074	)
	$	50,713		$	47,911

(c) Rental Equipment—

        Rental equipment is manufactured or purchased by the Company for resale and for rent to others on a short-term basis. Rental equipment is recorded at the lower of FIFO cost or market and is depreciated over the estimated useful life of the equipment, three to fifteen years, on a straight-line basis. The balances as of September 26, 2003 and December 31, 2002 are net of accumulated depreciation of $27,595 and $24,181, respectively.

(d) Goodwill and Intangible Assets—

        Amortization is provided over the term of the loan (5 to 7 years) for deferred financing costs, the term of the agreement (1 to 5 years) for non-compete agreements, and over the estimated useful life (3 years) for intellectual property. Amortization of non-compete agreements and intellectual property is reflected as "Amortization of intangibles" in the accompanying consolidated statements of operations. The estimated aggregate amortization expense for each of the next five years is as follows: $211 in the balance of 2003, $699 in 2004, $40 in 2005, $40 in 2006 and $26 in 2007. Amortization of deferred financing costs is reflected as "Interest expense" in the accompanying consolidated statements of operations. The estimated aggregate interest expense for each of the next five years related to the amortization of deferred financing costs is as follows: $260 in the balance of 2003, $995 in 2004, $995 in 2005, $903 in 2006 and $811 in 2007. Intangible assets consisted of the following:

	September 26, 2003			December 31, 2002
Deferred financing costs	$	8,203		$	10,550
Intellectual property		690			690
Covenants not to compete		2,060			1,595
		10,953			12,835
Less: accumulated amortization		(4,437	)		(4,430	)
	$	6,516		$	8,405

        In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and No. 142 "Goodwill and Other Intangible Assets." SFAS No. 141 revises the accounting for future business combinations to only allow the purchase method of accounting. In addition, the two statements preclude amortization of goodwill for periods beginning after December 15, 2001. Instead, an annual review of the recoverability

F-48

of the goodwill and intangible assets is required. Certain other intangible assets continue to be amortized over their estimated useful lives.

        The Company adopted SFAS No. 142 effective January 1, 2002. As a result of adopting SFAS No. 142, the Company recorded a non-cash charge in the first quarter of 2002 of $17,140 ($19,894 of goodwill, less an income tax benefit of $2,754), which is reflected as a cumulative effect of change in accounting principle in the accompanying September 27, 2002 consolidated statement of operations. This amount does not affect the Company's ongoing operations. The goodwill arose from the acquisitions of Dur-O-Wal in 1995, Southern Construction Products in 1999, and Polytite in 2000, all of which manufacture and sell metal accessories used in masonry construction. The masonry products market has experienced weaker markets and significant price competition, which has had a negative impact on the product line's earnings and fair value.

(e) Customer Rebates—

        The Company offers rebates to certain customers, which are redeemable only if the customer meets certain specified thresholds relating to a cumulative level of sales transactions. Pursuant to EITF 01-9, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor's Products), the Company records such rebates as a reduction of revenue in the period the related revenues are recognized.

(f) New Accounting Pronouncements—

        In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 requires that an obligation associated with the retirement of a tangible long-lived asset be recognized as a liability when incurred. Subsequent to initial measurement, an entity recognizes changes in the amount of the liability resulting from the passage of time and revisions to either the timing or amount of estimated cash flows. SFAS No. 143 is effective for financial statements issued for fiscal years beginning after June 15, 2002. The adoption of this pronouncement did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

        In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements Nos. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 145 eliminates the requirement to classify gains and losses from the extinguishment of indebtedness as extraordinary, requires certain lease modifications to be treated the same as a sale-leaseback transaction, and makes other non-substantive technical corrections to existing pronouncements. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002, with earlier adoption encouraged.

        In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." The standard requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Examples of costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring or other exit or disposal activity. SFAS No. 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The adoption of this pronouncement did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

F-49

        In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure." SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based Compensation." Although it does not require use of fair value method of accounting for stock-based employee compensation, it does provide alternative methods of transition. It also amends the disclosure provisions of Statement 123 and APB Opinion No. 28, "Interim Financial Reporting," to require disclosure in the summary of significant accounting policies of the effects of an entity's accounting policy with respect to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements. SFAS No. 148's amendment of the transition and annual disclosure requirements is effective for fiscal years ending after December 15, 2002. The amendment of disclosure requirements of APB Opinion No. 28 is effective for interim periods beginning after December 15, 2002. Although the Company has not changed to the fair value method, the disclosure requirements of this statement have been adopted.

        In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 requires certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity to be classified as liabilities. The provisions of SFAS No. 150 are effective for financial instruments entered into or modified after May 31, 2003 and to all other instruments that exist as of the beginning of the first interim financial reporting period beginning after June 15, 2003, except for mandatory redeemable financial instruments of a nonpublic entity, this statement shall be effective for periods beginning after December 15, 2003. Management is currently assessing the impact of this pronouncement and has not determined the impact on the company's financial statements.

        In November 2002, the FASB issued Interpretation (FIN) No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees Including Indirect Guarantees of Indebtedness of Others." FIN No. 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The disclosure requirements in this interpretation are required for financial statements of periods ending after December 15, 2002. The initial measurement provisions of the interpretation are applicable on a prospective basis for guarantees issued or modified after December 31, 2002. The adoption of this pronouncement did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

        In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest Entities, an Interpretation of APB No. 50." FIN No. 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN No. 46 is effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN No. 46 must be applied for the first interim or annual period beginning after December 15, 2003. The Company does not believe this pronouncement will have a material impact on its financial position, results of operations and cash flows.

F-50

(g) Stock Options—

        The Company measures compensation cost for stock options issued using the intrinsic value-based method of accounting in accordance with Accounting Principles Board Opinion (APB) No. 25. No compensation cost has been recognized in any period presented. If compensation cost for the Company's stock options had been determined based on the fair value method of SFAS No. 123, "Accounting for Stock-Based Compensation," as amended by SFAS No. 148 "Accounting for Stock-Based Compensation—Transition and Disclosure" the Company's net income would have been reduced to the pro forma amounts as follows:

		Three fiscal months ended						Nine fiscal months ended
		September 26, 2003			September 27, 2002			September 26, 2003			September 27, 2002
Net income (loss)	As Reported	$	(6,393	)	$	2,587		$	(12,243	)	$	(14,673	)
	Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax effect		(62	)		(37	)		(193	)		(134	)
	Pro Forma	$	(6,455	)	$	2,550		$	(12,436	)	$	(14,807	)

        Because the fair value method of accounting has not been applied to options granted prior to January 1, 1995, the resulting pro forma compensation cost may not be representative of that to be expected in future years.

(h) Reclassifications—

        Certain reclassifications have been made to the 2002 amounts to conform to their 2003 classifications.

F-51

(4) Credit Arrangements

        Following is a summary of the Company's long-term debt as of September 26, 2003 and December 31, 2002:

	September 26, 2003			December 31, 2002
Revolving credit facility, weighted average interest rate of 4.8%	$	24,125		$	10,050
Acquisition credit facility		—			9,250
Term Loan Tranche A		—			19,391
Term Loan Tranche B		—			97,516
Senior Subordinated Notes, interest rate of 13.0%		154,729			170,000
Debt discount on Senior Subordinated Notes		(8,717	)		(10,374	)
Senior Second Secured Notes, interest rate of 10.75%		165,000			—
Debt discount on Senior Second Secured Notes		(7,799	)		—
Senior Unsecured Note payable to seller of Safway, non-interest bearing, accreted at 14.5%		7,131			—
Debentures previously held by Dayton Superior Capital Trust, interest rate of 9.1%, due on demand		1,110			1,110
Capital lease obligations		4,666			2,507
City of Parsons, Kansas Economic Development Loan, interest rate of 7.0%		63			86
Total long-term debt		340,308			299,536
Less current maturities		(2,577	)		(6,991	)
Long-term portion	$	337,731		$	292,545

        On June 9, 2003, the Company completed an offering of $165,000 of senior second secured notes (the "Senior Notes") in a private placement. The notes mature in June 2008 and were issued at a discount, which is being accreted to the face value using the effective interest method and is reflected as interest expense. The proceeds of the offering of the Senior Notes were $156,895 and were used to repay the Company's acquisition credit facility, term loan tranche A, term loan tranche B, and a portion of the revolving credit facility which was subsequently increased by $24,125. As a result of the transactions, the Company incurred a loss on the early extinguishment of long-term debt of $2,550.

        As of September 26, 2003, the Senior Subordinated Notes (the "Notes") have a principal amount of $154,729 and mature in June 2009. During the second quarter of 2003, the Company repurchased a portion of the Notes. A principal amount of $15,271, with a net book value of $14,381, was repurchased for $14,311, for a gain on the early extinguishment of long-term debt of $70. The Notes were issued at a discount, which is being accreted to the face value using the effective interest method and is reflected as interest expense. The Notes were issued with warrants that allow the holder to purchase 117,276 of the Company's Common Shares for $0.01 per share.

        The Company has a $50,000 revolving credit facility that matures in June 2006. The credit facility has several interest rate options which reprice on a short-term basis. At September 26, 2003, the Company had outstanding letters of credit of $5,485, and the Company had available borrowings of $20,390 under its revolving credit facility.

F-52

        The average borrowings, maximum borrowings and weighted average interest rates on the revolving credit facility for the periods indicated were as follows:

		Three fiscal months ended						Nine fiscal months ended
		September 26, 2003			September 27, 2002			September 26, 2003			September 27, 2002
Revolving Credit Facility:
	Average borrowing	$	18,508		$	22,258		$	22,787		$	17,081
	Maximum borrowing		25,875			27,925			35,225			29,275
	Weighted average interest rate		5.9	%		5.8	%		5.5	%		6.2	%

        The credit facility was amended in the second quarter to remove certain restrictive financial covenants. As of September 26, 2003, the only remaining covenant requires that the Company not exceed a certain leverage ratio as defined. The Company was in compliance with this covenant as of September 26, 2003. The amendment also limits the Company's borrowings to 75% of eligible accounts receivable and 50% of eligible inventories.

        The Company's wholly-owned domestic subsidiaries (Aztec Concrete Accessories, Inc.; Trevecca Holdings, Inc.; Dayton Superior Specialty Chemical Corp.; Symons Corporation; Dur-O-Wal, Inc.; and Southern Construction Products, Inc.) have guaranteed the Notes and the Senior Notes on a full, unconditional and joint and several basis. Pursuant to Regulation S-X, Rule 3-10(f), separate financial statements have not been presented for the guarantor subsidiaries. The wholly-owned foreign subsidiaries of the Company are not guarantors of the Notes or the Senior Notes and do not have any credit arrangements senior to the Notes or the Senior Notes. The following supplemental consolidating condensed balance sheets as of September 26, 2003 and December 31, 2002 and the supplemental consolidating condensed statements of operations and cash flows for the three and nine fiscal months ended September 26, 2003 and September 27, 2002 depict in separate columns, the parent company, those subsidiaries which are guarantors, those subsidiaries which are non-guarantors, elimination adjustments and the consolidated total. This financial information may not necessarily be indicative of the result of operations or financial position of the subsidiaries had they been operated as independent entities.

F-53

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
Supplemental Consolidating Condensed Balance Sheet
As of September 26, 2003

		Dayton Superior Corporation			Guarantor Subsidiaries			Non Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash		$	1,131		$	(1,021	)	$	1,558		$	—		$	1,668
Accounts receivable, net			41,740			29,497			744						71,981
Inventories			27,872			21,263			1,578						50,713
Intercompany			68,067			(68,038	)		(29	)					—
Other current assets			13,375			5,100			65						18,540
	TOTAL CURRENT ASSETS		152,185			(13,199	)		3,916						142,902
Rental equipment, net			4,229			82,817			96						87,142
Property, plant and equipment, net			29,205			33,086			180						62,471
Investment in subsidiaries			123,041			—			—			(123,041	)		—
Other assets			52,560			65,620			—						118,180
	TOTAL ASSETS	$	361,220		$	168,324		$	4,192		$	(123,041	)	$	410,695
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current maturities of long-term debt		$	2,577		$	—		$	—		$	—		$	2,577
Accounts payable			18,904			4,693			576						24,173
Accrued liabilities			19,972			6,994			214						27,180
	TOTAL CURRENT LIABILITIES		41,453			11,687			790						53,930
Long-term debt, net			336,913			818			—						337,731
Other long-term liabilities			6,766			15,061			21						21,848
Total shareholders' equity (deficit)			(23,912	)		140,758			3,381			(123,041	)		(2,814	)
	TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$	361,220		$	168,324		$	4,192		$	(123,041	)	$	410,695

F-54

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
Supplemental Consolidating Condensed Balance Sheet
As of December 31, 2002

		Dayton Superior Corporation			Guarantor Subsidiaries			Non Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash		$	1,605		$	(687	)	$	1,486		$	—		$	2,404
Accounts receivable, net			30,223			30,487			455			—			61,165
Inventories			23,408			23,180			1,323			—			47,911
Intercompany			56,498			(56,414	)		(84	)		—			—
Other current assets			8,555			8,539			163			—			17,257
	TOTAL CURRENT ASSETS		120,289			5,105			3,343			—			128,737
Rental equipment, net			4,268			58,846			46			—			63,160
Property, plant and equipment, net			25,690			35,378			178			—			61,246
Investment in subsidiaries			123,041			—			—			(123,041	)		—
Other assets			53,497			67,331			—			—			120,828
	TOTAL ASSETS	$	326,785		$	166,660		$	3,567		$	(123,041	)	$	373,971
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current maturities of long-term debt		$	6,991		$	—		$	—		$	—		$	6,991
Accounts payable			13,983			11,407			277			—			25,667
Accrued liabilities			18,022			12,152			154			—			30,328
	TOTAL CURRENT LIABILITIES		38,996			23,559			431			—			62,986
Long-term debt, net			292,545			—			—			—			292,545
Other long-term liabilities			5,730			16,763			188			—			22,681
Total shareholders' equity (deficit)			(10,486	)		126,338			2,948			(123,041	)		(4,241	)
	TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$	326,785		$	166,660		$	3,567		$	(123,041	)	$	373,971

F-55

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
Supplemental Consolidating Condensed Statement of Operations
Three Fiscal Months Ended September 26, 2003

		Dayton Superior Corporation			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidated
Net sales		$	62,887		$	34,937		$	3,164		$	100,988
Cost of sales			47,591			26,745			1,923			76,259
	Gross profit		15,296			8,192			1,241			24,729
Selling, general and administrative expenses			12,544			10,070			460			23,074
Facility closing and severance expenses			271			228			—			499
Amortization of intangibles			74			110			—			184
Management fees			(75	)		—			75			—
	Income from operations		2,482			(2,216	)		706			972
Other expenses
	Interest expense		11,153			46			—			11,199
	Other expense		66			—			(39	)		27
	Income (loss) before provision (benefit) for income taxes		(8,737	)		(2,262	)		745			(10,254	)
Provision (benefit) for income taxes			(3,455	)		(692	)		286			(3,861	)
Net income (loss) available to common shareholders		$	(5,282	)	$	(1,570	)	$	459		$	(6,393	)

F-56

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
Supplemental Consolidating Condensed Statement of Operations
Three Fiscal Months Ended September 27, 2002

		Dayton Superior Corporation			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Consolidated
Net sales		$	59,711		$	49,572	$	1,612	$	110,895
Cost of sales			37,632			35,811		829		74,272
	Gross profit		22,079			13,761		783		36,623
Selling, general and administrative expenses			8,781			12,159		409		21,349
Facility closing and severance expenses			1,644			641		—		2,285
Amortization of intangibles			56			94		—		150
Management fees			(75	)		—		75		—
	Income from operations		11,673			867		299		12,839
Other expenses
	Interest expense		8,240			228		—		8,468
	Other expense (income), net		(72	)		107		24		59
Income before provision for income taxes			3,505			532		275		4,312
Provision for income taxes			1,402			213		110		1,725
Net income available to common shareholders		$	2,103		$	319	$	165	$	2,587

F-57

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
Supplemental Consolidating Condensed Statement of Operations
Nine Fiscal Months Ended September 26, 2003

		Dayton Superior Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated
Net sales		$	168,416		$	101,821		$	8,259		$	278,496
Cost of sales			123,214			73,310			5,231			201,755
	Gross profit		45,202			28,511			3,028			76,741
Selling, general and administrative expenses			32,930			28,403			1,356			62,689
Facility closing and severance expenses			973			270			—			1,243
Amortization of intangibles			220			223			—			443
Management fees			(225	)					225			—
	Income from operations		11,304			(385	)		1,447			12,366
Other expenses:
	Interest expense		28,166			106						28,272
	Loss on early extinguishment of long-term debt		2,480			—			—			2,480
	Other expense		120			55			(11	)		164
	Income (loss) before provision (benefit) for income taxes		(19,462	)		(546	)		1,458			(18,550	)
Provision (benefit) for income taxes			(6,617	)		(186	)		496			(6,307	)
Net income (loss) available to common shareholders		$	(12,845	)	$	(360	)	$	962		$	(12,243	)

F-58

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
Supplemental Consolidating Condensed Statement of Operations
Nine Fiscal Months Ended September 27, 2002

		Dayton Superior Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidated
Net sales		$	143,050		$	158,166		$	4,296	$	305,512
Cost of sales			90,210			113,347			2,228		205,785
	Gross profit		52,840			44,819			2,068		99,727
Selling, general and administrative expenses			29,130			37,060			1,175		67,365
Facility closing and severance expenses			2,129			730			—		2,859
Amortization of goodwill and intangibles			197			104			—		301
Management fees			(225	)		—			225		—
	Income from operations		21,609			6,925			668		29,202
Other expenses
	Interest expense		24,327			554			—		24,881
	Other expense, net		37			119			53		209
	Income (loss) before provision (benefit) for income taxes		(2,755	)		6,252			615		4,112
Provision (benefit) for income taxes			(1,102	)		2,501			246		1,645
Net income (loss) before cumulative effect of change in accounting principle			(1,653	)		3,751			369		2,467
Cumulative effect of change in accounting principle, net of income tax benefit of $2,754			—			(17,140	)		—		(17,140	)
Net income (loss) available to common shareholders		$	(1,653	)	$	(13,389	)	$	369	$	(14,673	)

F-59

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
Supplemental Consolidating Condensed Statement of Cash Flows
Nine Fiscal Months Ended September 26, 2003

				Dayton Superior Corporation			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)			$	(12,845	)	$	(360	)	$	962		$	(12,243	)
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
		Depreciation and amortization			4,003			14,511			40			18,553
		Loss on early extinguishment of long-term debt			2,480			—			—			2,480
		Deferred income taxes			(801	)		—			—			(801	)
		Amortization of deferred financing costs and debt discount			2,229			—			—			2,229
		Gain on sales of rental equipment and property, plant and equipment			(1,128	)		(17,108	)		(19	)		(18,255	)
	Change in assets and liabilities, net of the effects of acquisitions				(23,189	)		4,552			(1,389	)		(20,026	)
	Net cash provided by (used in) operating activities				(29,251	)		1,595			(407	)		(28,063	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Property, plant and equipment additions				(2,002	)		(3,922	)		(8	)		(5,932	)
	Proceeds from sales of property, plant and equipment				—			82			—			82
	Rental equipment additions				(588	)		(20,849	)		(64	)		(21,501	)
	Proceeds from sales of rental equipment				1,444			24,714			32			26,190
	Acquisition				—			(13,535	)		—			(13,535	)
		Net cash provided by (used in) investing activities			(1,146	)		(13,510	)		(40	)		(14,696	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Repayments of long-term debt				(176,563	)		—			—			(176,563	)
	Issuance of long-term debt, net				206,195			—			—			206,195
	Financing costs incurred				(1,278	)		—			—			(1,278	)
	Issuance of common shares				13,049			—			—			13,049
	Repayment of loans to shareholders				154			—			—			154
		Intercompany			(11,635	)		11,582			54			—
			Net cash provided by (used in) financing activities		29,922			11,582			54			41,557
EFFECT OF EXCHANGE RATE CHANGES ON CASH					—			—			466			466
		Net increase (decrease) in cash			(475	)		(334	)		73			(736	)
CASH, beginning of period					1,605			(687	)		1,486			2,404
CASH, end of period				$	1,130		$	(1,021	)	$	1,559		$	1,668

F-60

DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
Supplemental Consolidating Condensed Statement of Cash Flows
Nine Fiscal Months Ended September 27, 2002

			Dayton Superior Corporation			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)		$	(1,653	)	$	(13,389	)	$	369		$	(14,673	)
	Adjustments to reconcile net income (loss) to net cash used in operating activities:
		Depreciation and amortization		5,432			11,641			38			17,111
		Cumulative effect of change in accounting principle		—			17,140			—			17,140
		Deferred income taxes		(30	)		—			—			(30	)
		Gain on sales of rental equipment and fixed assets		(764	)		(13,499	)		(21	)		(14,284	)
	Change in assets and liabilities			(8,903	)		(16,067	)		(1,243	)		(26,213	)
		Net cash used in operating activities		(5,918	)		(14,174	)		(857	)		(20,949	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Property, plant and equipment additions			(5,364	)		(2,976	)		(50	)		(8,390	)
	Proceeds from sales of fixed assets			1,094			877			28			1,999
	Rental equipment additions			(482	)		(8,103	)		(20	)		(8,605	)
	Proceeds from sales of rental equipment			544			20,242			52			20,838
		Net cash provided by (used in) investing activities		(4,208	)		10,040			10			5,842
CASH FLOWS FROM FINANCING ACTIVITIES:
	Issuance of long-term debt, net			11,778			—			—			11,778
	Proceeds from sale/leaseback transaction			633			1,597			28			2,258
	Redemption of Class A common shares and purchase of treasury shares			(205	)		—			—			(205	)
	Repayment of loans to shareholders			249			—			—			249
	Issuance of common shares			86			—			—			86
	Intercompany			(1,087	)		1,035			52			—
		Net cash provided by financing activities		11,454			2,632			80			14,166
EFFECT OF EXCHANGE RATE CHANGES ON CASH				—			—			86			86
Net increase (decrease) in cash				1,328			(1,502	)		(681	)		(855	)
CASH, beginning of period				2,714			832			1,443			4,989
CASH, end of period			$	4,042		$	(670	)	$	762		$	4,134

F-61

(5) Stock Option Plans

        The Company has a stock option plan which provides for an option exercise price equal to the stock's market price on the date of grant. The options are accounted for under APB Opinion No. 25, under which no compensation costs have been recognized.

        A summary of the activity of the Company's stock option plans for the nine fiscal months ended September 26, 2003 is presented in the table below:

	Number of Shares		Weighted Average Exercise Price Per Share
Outstanding at December 31, 2002	671,684		$	25.00
Granted	37,859			27.50
Cancelled	(117,502	)		25.19
Outstanding at September 26, 2003	592,041		$	25.12

(6) Segment Reporting

        In an effort to reduce cost and enhance customer responsiveness, the Company consolidated its overhead structure from five marketing arms down to two effective January 1, 2003. Accordingly, the Company changed its reporting as a result of this consolidation such that it now reports under two segments: Construction Products Group and Symons. Construction Products Group and Symons sell primarily to external customers and are differentiated by their products and services, both of which serve the construction industry. Construction Products Group sells concrete accessories, which are used in connecting forms for poured-in-place concrete walls, anchoring or bracing for walls and floors, supporting bridge framework and positioning steel reinforcing bars; masonry accessories, which are placed between layers of brick and concrete blocks and covered with mortar to provide additional strength to walls; paving products which are used in the construction and rehabilitation of concrete roads, highways, and airport runways to extend the life of the pavement; and construction chemicals which are used in conjunction with its other products. Symons sells and rents reusable engineered forms and related accessories used in the construction of concrete walls, columns and bridge supports to hold concrete in place while it hardens and construction chemicals which are used in conjunction with its other products.

        Sales between Construction Products Group and Symons are recorded at normal selling price by the selling segment and at cost for the buying segment, with the profit recorded as an intersegment elimination. Segment assets include accounts receivable; inventories; property, plant, and equipment; rental equipment; and an allocation of goodwill. Corporate and unallocated assets include cash, prepaid income taxes, future tax benefits, and financing costs. Export sales and sales by non-U.S. affiliates are not significant.

F-62

        Information about the income (loss) of each segment and the reconciliations to the consolidated amounts for the three and nine fiscal months ended September 26, 2003 and September 27, 2002 follows. The 2002 amounts have been reclassified to conform to the 2003 classification.

	Three fiscal months ended						Nine fiscal months ended
	September 26, 2003			(as restated) September 27, 2002			September 26, 2003			(as restated) September 27, 2002
Construction Products Group	$	72,650		$	77,896		$	193,693		$	214,375
Symons		28,338			32,999			84,803			91,137
Net sales to external customers	$	100,988		$	110,895		$	278,496		$	305,512
Construction Products Group	$	3,217		$	3,579		$	9,112		$	10,556
Symons		2,533			2,521			6,867			6,543
Net sales to other segments	$	5,750		$	6,100		$	15,979		$	17,099
Construction Products Group	$	4,473		$	10,298		$	14,021		$	25,996
Symons		3,574			8,681			17,446			20,109
Corporate		(4,274	)		(2,474	)		(10,819	)		(8,279	)
Intersegment Eliminations		(2,801	)		(3,666	)		(8,282	)		(8,624	)
Income from operations	$	972		$	12,839		$	12,366		$	29,202
Construction Products Group	$	3,674		$	9,485		$	13,293		$	25,128
Symons		3,528			8,656			17,297			20,014
Corporate		(14,655	)		(10,163	)		(40,858	)		(32,406	)
Intersegment Eliminations		(2,801	)		(3,666	)		(8,282	)		(8,624	)
Income (loss) before income taxes and cumulative effect of change in accounting principle	$	(10,254	)	$	4,312		$	(18,550	)	$	4,112
Construction Products Group	$	1,690		$	1,607		$	5,047		$	4,782
Symons		4,685			2,997			11,694			8,928
Corporate		398			481			1,369			1,379
Depreciation	$	6,773		$	5,085		$	18,110		$	15,089
Construction Products Group	$	36		$	29		$	109		$	107
Symons		111			94			224			104
Corporate		37			27			110			90
Amortization of intangibles	$	184		$	150		$	443		$	301

F-63

        Information regarding capital expenditures by segment and the reconciliation to the consolidated amounts for the nine fiscal months ended September 26, 2003 and September 27, 2002 is as follows:

	Nine fiscal months ended
	September 26, 2003		September 27, 2002
Construction Products Group	$	4,995	$	5,776
Symons		487		2,044
Corporate		450		570
Property, Plant and Equipment Additions	$	5,932	$	8,390
Construction Products Group	$	652	$	565
Symons		20,849		8,040
Rental Equipment Additions	$	21,501	$	8,605

        Information regarding each segment's assets and the reconciliation to the consolidated amounts as of September 26, 2003 and December 31, 2002 is as follows:

	As of
	September 26, 2003		December 31, 2002
Construction Products Group	$	166,927	$	159,955
Symons		143,840		115,071
Corporate and Unallocated		99,928		98,945
Total Assets	$	410,695	$	373,971

(7) Facility Closing and Severance Expenses

        During 2000, as a result of the acquisition of Conspec, the Company approved and began implementing a plan to consolidate certain of its existing operations. Activity for this plan for the year ended December 31, 2002 and for the nine months ended September 26, 2003 was as follows:

		Involuntary Termination Benefits		Lease Termination Costs			Other Post- Closing Costs			Total
	Balance, January 1, 2002	$	—	$	490		$	177		$	667
Facility closing and severance expenses			—		—			—			—
Items charged against reserve			—		(221	)		(84	)		(305	)
	Balance, December 31, 2002		—		269			93			362
Facility closing and severance expenses			—		—			—			—
Items charged against reserve			—		(43	)		(75	)		(118	)
	Balance, September 26, 2003	$	—	$	226		$	18		$	244

F-64

        The remaining lease termination costs are expected to be paid through 2007, and the remaining other post-closing costs are expected to be paid in the balance of 2003.

        During 2001, the Company approved and began implementing a plan to exit certain of its manufacturing and distribution facilities and to reduce overall Company headcount in order to keep its cost structure in alignment with its net sales. Activity for this plan for the year ended December 31, 2002 and for the nine months ended September 26, 2003 was as follows:

		Involuntary Termination Benefits			Lease Termination Costs			Other Post- Closing Costs			Total
	Balance, January 1, 2002	$	931		$	524		$	786		$	2,241
Facility closing and severance expenses			—			—			—			108
Items charged against reserve			(931	)		(314	)		(475	)		(1,828	)
	Balance, December 31, 2002		—			210			311			521
Facility closing and severance expenses			—			36			—			36
Items charged against reserve			—			(122	)		(311	)		(433	)
	Balance, September 26, 2003	$	—		$	124		$	—		$	124

        The remaining balance is expected to be paid through 2004.

        During 2002, the Company approved and began implementing a plan to exit certain of its distribution facilities and to reduce overall Company headcount in order to keep its cost structure in alignment with its net sales. Activity for this plan for the year ended December 31, 2002 and for the nine months ended September 26, 2003 was as follows:

		Involuntary Termination Benefits			Lease Termination Costs			Other Post- Closing Costs			Total
Facility closing and severance expenses		$	4,441		$	650		$	200		$	5,291
Items charged against reserve			(2,029	)		(566	)		(200	)		(2,795	)
	Balance, December 31, 2002		2,412			84			—			2,496
Facility closing and severance expenses			(35	)		—			—			(35	)
Items charged against reserve			(2,145	)		(84	)		—			(2,229	)
	Balance, September 26, 2003	$	232		$	—		$	—		$	232

        The remaining balance is expected to be paid through 2004.

        During 2003, the Company approved and began implementing a plan to exit certain of its manufacturing and distribution facilities and to reduce overall Company headcount in order to keep its

F-65

cost structure in alignment with its net sales. These costs are being expensed in accordance with SFAS No. 146. Activity for this plan for the nine months ended September 26, 2003, was as follows:

		Involuntary Termination Benefits			Lease Termination Costs		Other Post- Closing Costs			Total
Facility closing and severance expenses		$	827		$	—	$	415		$	1,242
Items charged against reserve			(827	)		—		(415	)		(1,242	)
	Balance, September 26, 2003	$	—		$	—	$	—		$	—

        The total expected cost for this plan is approximately $2,000.

(8) Restatement

        Subsequent to the issuance of the Company's financial statements for the quarter ended September 27, 2002, the Company's management determined that the Company did not fully adopt Emerging Issues Task Force (EITF) 00-10 "Accounting for Shipping and Handling Fees and Costs" in its financial statements. EITF 00-10 was required to be adopted in the year ended December 31, 2000. As a result, certain reclassifications were made to the condensed consolidated statements of operations for both the three and nine month periods ended September 27, 2002 to conform to this guidance.

        The effects of the restatement on the three and nine month periods ended September 27, 2002 are as follows (in thousands):

	Three Months Ended September 27, 2002				Nine Months Ended September 27, 2002
	As Reported		As Restated		As Reported		As Restated
Sales	$	105,285	$	110,895	$	290,293	$	305,512
Cost of Sales		68,662		74,272		190,566		205,785
Gross Profit	$	36,623	$	36,623	$	99,727	$	99,727

        As a result of adopting EITF 00-10, the Company's December 31, 2002, 2001 and 2000 net sales and cost of sales both increased by $20,453, $21,791, and $19,223, respectively, to reflect the inclusion of shipping revenues and costs, but there was no effect on previously reported gross profit, income from operations, net income (loss), cash flows or financial position.

	December 31, 2002				December 31, 2001				December 31, 2000
	As Reported		As Restated		As Reported		As Restated		As Reported		As Restated
Sales	$	378,284	$	398,737	$	393,700	$	415,491	$	367,845	$	387,068
Cost of Sales		249,408		269,861		254,430		276,221		229,523		248,746
Gross Profit	$	128,876	$	128,876	$	139,270	$	139,270	$	138,322	$	138,322

F-66

Report of Independent Auditors

The Board of Directors
Safway Formwork Systems L.L.C.

        We have audited the accompanying balance sheets of Safway Formwork Systems L.L.C. (the Company), a wholly owned subsidiary of Safway Services, Inc. (Safway), as of July 25, 2003 and September 30, 2002, and the related statements of operations, member's equity and cash flows for the period from October 1, 2002 through July 25, 2003, and for the years ended September 30, 2002 and 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company at July 25, 2003 and September 30, 2002, and the results of its operations and its cash flows for the period from October 1, 2002 through July 25, 2003, and for the years ended September 30, 2002 and 2001, in conformity with auditing principles generally accepted in the United States.

        As discussed in Note 2 to the financial statements, the Company changed its method of accounting for goodwill effective October 1, 2001.

ERNST & YOUNG LLP
Milwaukee, Wisconsin
September 26, 2003

F-67

Safway Formwork Systems L.L.C.

Balance Sheets

		July 25, 2003			September 30, 2002
Assets
Current assets:
	Cash	$	172,010		$	486,825
	Accounts receivable, less allowance for doubtful accounts of $664,726 and $642,702		3,880,858			6,788,081
	Inventories		2,628,891			3,203,848
	Prepaid expenses and other		165,314			154,066
	Total current assets		6,847,073			10,632,820
Rental equipment, at cost			41,794,111			45,208,293
Less accumulated depreciation			24,634,119			11,837,144
Net rental equipment			17,159,992			33,371,149
Leasehold improvements and equipment, at cost:
	Leasehold improvements		198,334			189,784
	Machinery and equipment		1,430,915			1,441,522
			1,629,249			1,631,306
	Less accumulated depreciation		986,249			758,022
Net leasehold improvements and equipment			643,000			873,284
Total assets		$	24,650,065		$	44,877,253
Liabilities and member's equity
Current liabilities:
	Notes payable (Note 5)	$	—		$	1,033,333
	Accounts payable		588,591			771,726
	Accounts payable to parent company (Note 5)		31,266,273			34,483,158
	Accrued wages and related expenses		123,830			242,103
	Accrued expenses		1,575,129			1,818,331
	Total current liabilities		33,553,823			38,348,651
Long-term liabilities:
	Long-term notes payable (Note 5)		—			179,722
Total liabilities			33,553,823			38,528,373
Commitments and contingencies (Note 6)
Member's equity (deficit)			(8,903,758	)		6,348,880
Total liabilities and member's equity (deficit)		$	24,650,065		$	44,877,253

See accompanying notes.

F-68

Safway Formwork Systems L.L.C.

Statements of Operations

		Period from October 1, 2002 through July 25, 2003			Year ended September 30, 2002			Year ended September 30, 2001
Net revenue		$	17,015,985		$	28,699,837		$	28,519,681
Costs of producing net revenue			14,783,537			21,161,339			17,960,120
Gross margin			2,232,488			7,538,498			10,559,561
Expenses:
	Branch administration, selling and marketing		6,224,135			8,312,918			8,320,289
	General and administrative		812,951			1,197,407			1,467,694
	Engineering		259,166			354,566			434,027
	Impairment charge		9,697,000			—			—
			16,993,252			9,864,891			10,222,010
Income (loss) from operations			(14,760,804	)		(2,326,393	)		337,551
Other income (expense):
	Interest income		37,525			29,119			796
	Interest expense		(535,698	)		(978,617	)		(2,773,282	)
	Goodwill and amortization		—			—			(569,623	)
	Other, net		6,339			(29,672	)		(80,799	)
			(491,834	)		(979,170	)		(3,422,908	)
Loss before cumulative effect of change in accounting			(15,252,638	)		(3,305,563	)		(3,085,357	)
Cumulative effect of change in accounting for goodwill (Note 2)			—			(8,885,816	)		—
Net loss		$	(15,252,638	)	$	(12,191,379	)	$	(3,085,357	)

See accompanying notes.

F-69

Safway Formwork Systems L.L.C.

Statements of Member's Equity

		Member's Equity (Deficit)
Balance at September 30, 2000		$	927,783
	Net loss		(3,085,357	)
Balance at September 30, 2001			(2,157,574	)
	Capital contribution from Safway		20,697,833
	Net loss		(12,191,379	)
Balance at September 30, 2002			6,348,880
	Net loss		(15,252,638	)
Balance at July 25, 2003		$	(8,903,758	)

See accompanying notes.

F-70

Safway Formwork Systems L.L.C.

Statements of Cash Flows

			Period from October 1, 2002 through July 25, 2003			Year ended September 30, 2002			Year ended September 30, 2001
Operating activities
Net loss			$	(15,252,638	)	$	(12,191,379	)	$	(3,085,357	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
	Depreciation and amortization			5,698,783			7,153,908			6,434,785
	Gain on sale of leasehold improvements, equipment and rental equipment			(1,588,167	)		(3,672,718	)		(2,872,056	)
	Impairment charge			9,697,000			—			—
	Cumulative effect of change in accounting for goodwill			—			8,885,816			—
	Imputed interest			50,834			126,560			162,810
	Change in working capital components:
		Accounts receivable		2,907,223			(59,435	)		(230,803	)
		Inventories		574,957			50,000			(414,123	)
		Prepaid expenses and other		(11,248	)		33,295			(237,675	)
		Accounts payable to parent company		(3,400,020	)		1,577,061			14,001,137
		Accrued wages and related expenses		(118,273	)		242,103			—
		Accrued expenses		(243,202	)		946,076			(490,143	)
Net cash provided by (used in) operating activities				(1,684,751	)		3,091,287			13,268,575
Investing activities
Payments for acquisitions (Note 4)				—			—			(500,000	)
Additions to leasehold improvements, equipment and rental equipment				(767,282	)		(4,657,947	)		(16,133,538	)
Proceeds from sale of leasehold improvements, equipment and rental equipment				3,401,107			5,793,152			5,851,908
Net cash provided by (used in) investing activities				2,633,825			1,135,205			(10,781,680	)
Financing activities
Payments on notes payable				(1,263,889	)		(3,739,667	)		(3,582,648	)
Net increase (decrease) in cash				(314,815	)		486,825			(1,095,703	)
Cash at beginning of the period				486,825			—			1,095,703
Cash at end of the period			$	172,010		$	486,825		$	—
Supplemental disclosure of cash flow information:
	Cash paid for interest		$	490,728		$	852,057		$	2,610,471
	Noncash contribution of amount due to parent to equity			—			20,697,833			—
	Eastern Forms, Inc. acquisition paid through issuance of note			—			—			3,100,000
	Acquisition earnout paid through issuance of note			—			—			5,146,000

See accompanying notes.

F-71

Safway Formwork Systems L.L.C.

Notes to Financial Statements

July 25, 2003

1. Organization, Nature of Operations and Basis of Presentation

        Safway Formwork Systems L.L.C. (Formwork or the Company) is in the business of the rental and sale of formwork equipment and its related erection and dismantling at 7 branch locations throughout the United States. The rental arrangements are short-term operating leases.

        The Company is 100% owned by Safway Services, Inc. (Safway or the parent company). Formwork was established in February 1999 to allow Safway to separate their scaffolding operation from the formwork operation with the intention of allowing for more direct focus on each operation.

        Through March 31, 2000, Safway was 100% owned by THP United Enterprises, Inc. (THP). THP was 50% owned each by Thyssen, Inc. (TINC), a Delaware corporation, and plettac AG, a German corporation. Effective March 31, 2000, TINC acquired plettac AG's 50% ownership of THP through a share sale agreement among the two parties. TINC is a wholly owned subsidiary of ThyssenKrupp AG, a German corporation.

        The acquisition by TINC of the 50% ownership portion of THP was accounted for as a purchase. TINC pushed down its basis to THP, Safway and Formwork effective March 31, 2000. Accordingly, the assets acquired and liabilities assumed were recorded at their estimated fair values at the date of purchase, which resulted in a step up of the rental equipment of Formwork of approximately $771,000.

        Subsequent to this transaction, THP United Enterprises, Inc. was renamed TH United Enterprises, Inc.

2. Significant Accounting Policies

Allowance for Doubtful Accounts

        The company estimates its allowance for doubtful accounts based on the specific identification method and writes off receivable balances when deemed uncollectable.

Inventories

        Inventories are valued at the lower of cost or market, with cost determined by the first-in, first-out (FIFO) method.

Rental Equipment

        Cost of rental equipment sold is determined on a FIFO basis. Depreciation is provided on a straight-line basis over the estimated useful life of the rental equipment (4 to 11 years).

Leasehold Improvements and Equipment

        Depreciation has been provided over the estimated useful lives of the respective assets using the straight-line method. Estimated useful lives are as follows:

Leasehold improvements	term of lease
Machinery and equipment	3 to 12 years

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Goodwill

        The Company adopted Statement of Financial Accounting Standard (SFAS) No. 142, "Goodwill and Other Intangible Assets," effective October 1, 2001. Under SFAS No. 142, goodwill is no longer amortized, but reviewed for impairment annually or more frequently if certain indicators arise. The Company completed the transitional impairment test during fiscal 2002 and determined that the expected present value of future cash flows was less than the carrying value of the goodwill. Based upon the testing, the Company determined the value of the goodwill was impaired and, accordingly, the entire carrying value of $8,885,816 was written off during the year ended September 30, 2002, and reflected as the cumulative effect of change in accounting for goodwill in the accompanying statement of operations. Had goodwill not been amortized for the year ended September 30, 2001, the net loss would have been reduced to $2,515,734.

Long-Lived Assets

        The Company periodically considers whether indicators of impairment of long-lived assets held for use are present. If such indicators are present, the Company determines whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than their carrying amounts. The Company recognizes any impairment losses based on the excess of the carrying amount of the assets over their value. Based on impairment indicators identified, the Company recorded an impairment charge to its rental fleet of $9,697,000 during the period from October 1, 2002 through July 25, 2003.

Revenue Recognition

        Revenue on product sales is recognized upon delivery of goods to the customer, which is concurrent with passage of title. Revenue generated from rental operations is recognized monthly pursuant to terms of the agreements.

Advertising

        Advertising costs are expensed as incurred and totaled $104,760, $113,789 and $102,558 for the period from October 1, 2002 through July 25, 2003, and the years ended September 30, 2002 and 2001, respectively.

Income Taxes

        The Company has elected limited liability company status under the Internal Revenue Code. Under these provisions, TINC ultimately includes the Company's taxable income/loss in its income tax returns and, accordingly, the Company's financial statements include no provision or liability for current or deferred corporate income taxes.

Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts

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reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

3. Sale of Assets

        Pursuant to an asset sale agreement between the Company, Safway, Symons Corporation and Dayton Superior Corporation (Dayton), effective at the close of business on July 25, 2003, the majority of the operating assets (including inventories, rental equipment and leasehold improvements and equipment) of the Company were sold to Dayton for approximately $13.0 million in cash and a $12.0 million zero coupon note, subject to final closing adjustments.

        The zero coupon note is due as follows:

September 30, 2003	$	250,000
December 31, 2003		750,000
September 30, 2004		1,000,000
September 30, 2005		1,000,000
September 30, 2006		1,000,000
September 30, 2007		1,000,000
September 30, 2008		1,000,000
December 31, 2008		6,000,000
	$	12,000,000

        These financial statements reflect the financial position and results of operations of the Company through July 25, 2003 but prior to the sale transaction.

4. Acquisitions

        In November 2000, the Company acquired the assets of Eastern Forms, Inc. located in Washington, D.C. The purchase price for this acquisition was $3.6 million of which $.5 million was paid in cash with the remaining portion consisting of a $3.5 million non-interest-bearing, three-year seller financing arrangement discounted using the Company's external borrowing rate of 7.1% to arrive at a $3.1 million fair value. The purchase price was allocated to inventory ($.1 million), rental equipment ($1.95 million) and goodwill ($1.55 million). The acquired company's results of operations are included in the Company's financial statements from the date of the acquisition.

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5. Notes Payable and Accounts Payable to Parent

Notes Payable

		July 25 2003		September 30 2002
Unsecured note bearing imputed interest at 7.1%
	Discount at September 30, 2002, totaled $50,834.
	Balance paid in full in July 2003.	$	—	$	1,213,055
Less current portion of notes payable			—		1,033,333
		$	—	$	179,722

Accounts Payable to Parent

        Safway has an unsecured revolving credit agreement with ThyssenKrupp USA (TKUSA). The interest rate on the loan is based on TKUSA's average borrowing rate, which was 1.7% at July 25, 2003, and 2.3% at September 30, 2002. Amounts loaned by Safway to Formwork bear interest at the same rate. Formwork interest expense totaled $483,903, $809,993 and $2,467,102 for the period from October 1, 2002 through July 25, 2003, and the years ended September 30, 2002 and 2001, respectively.

6. Commitments and Contingencies

        Formwork occupies sales offices, distribution centers and branch offices under operating lease arrangements. Formwork is responsible for real estate taxes, insurance and maintenance expenses. Rent expense was approximately $1,794,012, $2,178,777 and $1,514,132 for the period from October 1, 2002 through July 25, 2003, and the years ended September 30, 2002 and 2001, respectively.

        Future minimum lease payments on operating lease commitments with original terms greater than one year at July 25, 2003, are approximately as follows:

Period ended September 30, 2003		$	162,806
Year ended September 30:
	2004		989,196
	2005		898,416
	2006		681,140
	2007		406,884
	Thereafter		355,051
		$	3,493,493

        The Company is involved in various litigation and legal proceedings, including casualty insurance claims. In the case of casualty insurance claims, the Company is partially self-insured and has accrued for all claim exposure for which a loss is probable and reasonably estimable. Based on current information, management believes that the amounts accrued are sufficient to cover any existing claim exposure.

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7. Employee Benefit Plan

        Safway sponsors a 401(k) plan covering substantially all full-time nonunion employees of Safway and Formwork, that permits eligible employees to make voluntary contributions. The Company makes a matching contribution, the percentage of which is subject to change at the beginning of a plan year. The Company matches 100% of an employee's contribution on the first 1% and 50% of an employee's contribution on the next 6% of an employee's compensation. Total Company contributions were approximately $91,914, $124,589 and $100,844 for the period from October 1, 2002 through July 25, 2003, and the years ended September 30, 2002 and 2001, respectively.

8. Related Party Transactions

        The Company purchases inventory from affiliates of THP. At July 25, 2003 and September 30, 2002, $1,197 and $228,874 was payable to these vendors. Inventory totaling $429,563, $1,651,142 and $5,908,238 was purchased for the period from October 1, 2002 through July 25, 2003, and for the years ended September 30, 2002 and 2001, respectively.

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DAYTON SUPERIOR CORPORATION

OFFER TO EXCHANGE

$165,000,000 principal amount of their 10³/4% Series B Senior Second Secured Notes due 2008,
which have been registered under the Securities Act, for any and all of
their outstanding 10³/4% Series A Senior Second Secured Notes due 2008

PROSPECTUS

                        , 2004

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

        Article Eight of Dayton Superior Corporation's Amended Articles of Incorporation sets forth certain rights of directors and officers of Dayton Superior Corporation to indemnification. Such rights provide indemnification by Dayton Superior Corporation to the extent permitted by Ohio law. The liabilities against which a director and officer may be indemnified and factors employed to determine whether a director and officer is entitled to indemnification in a particular instance depend on whether the proceedings in which the claim for indemnification arises were brought (a) other than by and in the right of Dayton Superior Corporation ("Third-Party Actions") or (b) by and in the right of Dayton Superior Corporation ("Derivative Actions").

        In Third-Party Actions, Dayton Superior Corporation is required to indemnify each director and officer against expenses, including attorneys' fees, judgments, decrees, fines, penalties and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened or actual proceeding in which such person may be involved by reason of having acted in such capacity, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of Dayton Superior Corporation and, with respect to any matter the subject of a criminal proceeding, such person had no reasonable cause to believe that such person's conduct was unlawful.

        In Derivative Actions, Dayton Superior Corporation is required to indemnify each director and officer against expenses, including attorneys' fees, actually and reasonably incurred by such person in connection with the defense or settlement of any such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of Dayton Superior Corporation, except that no indemnification is permitted with respect to (1) any matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of such person's duty to Dayton Superior Corporation unless a court determines such person is entitled to indemnification and (2) any liability asserted in connection with unlawful loans, dividends, distribution, distributions of assets and repurchases of shares of Dayton Superior Corporation under Section 1701.95 of the Ohio Revised Code.

        Unless indemnification is ordered by a court, the determination as to whether or not a person has satisfied the applicable standards of conduct (and therefore may be indemnified) is made by the Board of Directors of Dayton Superior Corporation by a majority vote of a quorum consisting of directors of Dayton Superior Corporation who were not parties to the action; or if such a quorum is not obtainable, or if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or by shareholders of Dayton Superior Corporation.

        Article Eight of the Amended Articles of Incorporation does not limit in any way other indemnification rights to which those seeking indemnification may be entitled.

        Dayton Superior Corporation maintains insurance policies which presently provide protection, within the maximum liability limits of the policies and subject to a deductible amount for each claim, to Dayton Superior corporation under its indemnification obligations and to the directors and officers with respect to certain matters which are not covered by Dayton Superior Corporation's indemnification obligations.

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Item 21. Exhibits and Financial Data Schedules.

(A)

Exhibits

NUMBER	DESCRIPTION
2.1	Asset Purchase Agreement, dated as of June 30, 2003, by and among Dayton Superior Corporation and Symons Corporation, and Safway Formworks Systems L.L.C. and Safway Services, Inc. (incorporated by reference to Exhibit 2.1 to Dayton Superior Corporation's Form 8-K filed on August 13, 2003).
2.2	Amendment One, dated as of July 15, 2003, to the Asset Purchase Agreement of Dayton Superior Corporation and Symons Corporation, and Safway Formworks Systems L.L.C. and Safway Services, Inc. (incorporated by reference to Exhibit 2.2 to Dayton Superior Corporation's Form 8-K filed on August 13, 2003).
2.3	Amendment Two, dated as of July 29, 2003 to the Asset Purchase Agreement Dayton Superior Corporation and Symons Corporation, and Safway Formworks Systems L.L.C. and Safway Services, Inc. (incorporated by reference to Exhibit 2.3 to Dayton Superior Corporation's Form 8-K filed on August 13, 2003).
3.1	Amended Articles of Incorporation of Dayton Superior Corporation (incorporated by reference to Exhibit 3.1 to Dayton Superior Corporation's Form S-4 filed on July 14, 2000).
3.2	Certificate of Incorporation of Dur-O-Wal, Inc., as amended.
3.3	Certificate of Incorporation of Symons Corporation, as amended.
3.4	Certificate of Incorporation of Trevecca Holdings, Inc.
3.5	Articles of Incorporation of Dayton Superior Specialty Chemical Corp., as amended.
3.6	Articles of Incorporation of Aztec Concrete Accessories, Inc.
3.7	Articles of Incorporation of Southern Construction Products, Inc.
3.8	Regulations of Dayton Superior Corporation (incorporated by reference to Exhibit 3.5 to Dayton Superior Corporation's Form S-4 filed on July 14, 2000).
3.9	By-laws of Dur-O-Wal, Inc. (incorporated by reference to Exhibit 3.6 to Dayton Superior Corporation's Form S-4 filed on July 13, 2000).
3.10	By-laws of Symons Corporation.
3.11	By-laws of Trevecca Holdings, Inc.
3.12	By-laws of Dayton Superior Specialty Chemical Corp.
3.13	By-laws of Aztec Concrete Accessories, Inc.
4.1	Senior Second Secured Notes Indenture with respect to the 103/4% Senior Second Secured Notes due 2008, among Dayton Superior Corporation, the Guarantors named therein and The Bank of New York, as Trustee, dated June 9, 2003.
4.2	Form of 103/4% Senior Second Secured Note due 2008 (included in Exhibit 4.1).
4.3	Registration Rights Agreement, among Dayton Superior Corporation, the Guarantors named therein, and Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the "Placement Agents"), dated June 9, 2003.
4.4	Second Amendment to Credit Agreement dated June 16, 2000, among Dayton Superior Corporation, the Lenders party to the Credit Agreement, and Deutsche Bank Trust Company Americas, as Administrative Agent, and acknowledged and agreed to by the Guarantors named therein, dated May 20, 2003.

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4.5	Amended and Restated Security Agreement, among Dayton Superior Corporation, certain subsidiaries of Dayton Superior Corporation, and Deutsche Bank Trust Company Americas, as Collateral Agent, dated June 9, 2003.
4.6	Amended and Restated Pledge Agreement, among Dayton Superior Corporation, certain subsidiaries of Dayton Superior Corporation, and Deutsche Bank Trust Company Americas, as Collateral Agent, dated June 9, 2003.
4.7*	Credit Agreement, among Dayton Superior Corporation, the other persons designated as Credit Parties, General Electric Capital Corporation, as Agent, L/C Issuer and a Lender, the other Lenders and GECC Capital Markets Group, Inc., as Lead Arranger, dated January 30, 2004.
4.8*	Security Agreement, among Dayton Superior Corporation, certain subsidiaries of Dayton Superior Corporation and General Electric Capital Corporation, as Agent, dated January 30, 2004.
4.9*	Pledge Agreement, among Dayton Superior Corporation, Trevecca Holdings, Inc. and General Electric Capital Corporation, as Agent, dated January 30, 2004.
4.10*	Second Amended and Restated Security Agreement, among Dayton Superior Corporation, certain subsidiaries of Dayton Superior Corporation and The Bank of New York, as Collateral Agent and as Trustee, dated January 30, 2004.
4.11*	Second Amended and Restated Pledge Agreement, among Dayton Superior Corporation, Trevecca Holdings, Inc. and The Bank of New York, as Collateral Agent and as Trustee, dated January 30, 2004.
5.1	Opinion of Thompson Hine LLP regarding the validity of the exchange notes.
10.1	Management Incentive Plan (incorporated by reference to Exhibit 10. 7 to Dayton Superior Corporation's Form 10-K filed on March 31, 1999).
10.2	Subscription Agreement, dated July 22, 2002, between Dayton Superior Corporation and the Subscribers listed therein (incorporated by reference to Exhibit 10.2 to Dayton Superior Corporation's Form 10-Q filed on November 12, 2002).
10.3	Secured Promissory Note, dated July 22, 2002 (incorporated by reference to Exhibit 10.3 to Dayton Superior Corporation's Form 10-Q filed on November 12, 2002).
10.4	Secured Promissory Note, dated July 22, 2002 (incorporated by reference to Exhibit 10.4 to Dayton Superior Corporation's Form 10-Q filed on November 12, 2002).
10.5	Letter Agreement, dated August 27, 2002 between Dayton Superior Corporation and Dennis Haggerty (incorporated by reference to Exhibit 10.6 to Dayton Superior Corporation's Form 10-Q filed on November 12, 2002).
10.6	2000 Stock Option Plan of Dayton Superior Corporation, effective June 16, 2000 (incorporated by reference to Exhibit 10.13 of Dayton Superior Corporation's Form 10-K405 filed on April 2, 2001).
10.6.1	First Amendment to 2000 Stock Option Plan of Dayton Superior Corporation (incorporated by reference to Exhibit 10.1 of Dayton Superior Corporation's Form 10-Q filed on May 14, 2001).
10.6.2	Second Amendment to 2000 Stock Option Plan of Dayton Superior Corporation, effective July 15, 2002 (incorporated by reference to Exhibit 10.13.2 of Dayton Superior Corporation's Form 10-K filed on March 31, 2003).
10.6.3	Third Amendment to 2000 Stock Option Plan of Dayton Superior Corporation, effective October 23, 2002 (incorporated by reference to Exhibit 10.13.3 of Dayton Superior Corporation's Form 10-K filed on March 31, 2003).

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10.7	Form of Amended and Restated Stock Option Plan of Dayton Superior Corporation (incorporated by reference to Exhibit 10.1 of Dayton Superior Corporation's Form 10-Q filed on August 12, 2002).
10.8	Repayment and Stock Pledge Agreement, dated July 22, 2002 (incorporated by reference to Exhibit 10.5 to Dayton Superior Corporation's Form 10-Q filed on November 12, 2002).
10.9	Employment Agreement, dated January 19, 2000 between Dayton Superior Corporation and John A. Ciccarelli (incorporated by reference to Exhibit 10.14 to Dayton Superior Corporation's Form S-4 filed July 14, 2000).
10.9.1	Amended and Restated Employment Agreement dated July 15, 2002 between Dayton Superior Corporation and John A. Ciccarelli (incorporated by reference to Exhibit 10.1 to Dayton Superior Corporation's Form 10-Q filed on November 12, 2002).
10.10	Employment Agreement, dated January 19, 2000 between Dayton Superior Corporation and Stephen K. Morrey (incorporated by reference to Exhibit 10.2 to Dayton Superior Corporation's Form 10-Q filed on August 12, 2002).
10.11	Employment Agreement, dated January 19, 2000 between Dayton Superior Corporation and Alan F. McIlroy (incorporated by reference to Exhibit 10.15 to Dayton Superior Corporation's Form S-4 filed on July 14, 2000).
10.11.1	Amended Employment Agreement dated May 13, 2002 between Dayton Superior Corporation and Alan F. McIlroy (incorporated by reference to Exhibit 10.3.1 to Dayton Superior Corporation's Form 10-K filed March 31, 2003).
10.12	Employment Agreement dated January 19, 2000 between Dayton Superior Corporation and Raymond Bartholomae (incorporated by reference to Exhibit 10.16 to Dayton Superior Corporation's Form S-4 filed on July 14, 2000).
10.12.1	Amended Employment Agreement dated May 13, 2002 between Dayton Superior Corporation and Raymond Bartholomae (incorporated by reference to Exhibit 10.4.1 to Dayton Superior Corporation's Form 10-K filed on March 31, 2003).
10.13	Employment Agreement, as in effect on June 16, 2000 between Dayton Superior Corporation and Mark K. Kaler (incorporated by reference to Exhibit 10.20 to Dayton Superior Corporation's Form S-4 filed on July 14, 2000).
10.13.1	Amended Employment Agreement, dated May 13, 2002 between Dayton Superior Corporation and Mark K. Kaler (incorporated by reference to Exhibit 10.7.1 to Dayton Superior Corporation's Form 10-K filed on March 31, 2003).
10.14	Employment Agreement, dated August 27, 2002, between Dayton Superior Corporation and Dennis Haggerty (incorporated by reference to Exhibit 10.6 to Dayton Superior Corporation's Form 10-Q filed on November 12, 2002).
10.15	Management Stockholders' Agreement, dated June 16, 2000, by and among Dayton Superior Corporation, Odyssey Investment Partners Fund, LP and the Management Stockholders named therein (incorporated by reference to Exhibit 10.25 to Dayton Superior Corporation's Form S-4 filed on July 14, 2000).
10.16	Letter Agreement between Alan F. McIlroy and Dayton Superior Corporation (incorporated by reference to Exhibit 10.1 to Dayton Superior Corporation's Form 10-Q filed on August 13, 2003)
10.17	Employment Agreement between Edward J. Puisis and Dayton Superior Corporation (incorporated by reference to Exhibit 10.1 to Dayton Superior Corporation's Form 10-Q filed on November 10, 2003).

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10.18	Incentive stock option agreement between Edward J. Puisis and Dayton Superior Corporation (incorporated by reference to Exhibit 10.2 to Dayton Superior Corporation's Form 10-Q filed on November 10, 2003).
10.19	Letter Agreement between Raymond Bartholomae and Dayton Superior Corporation (incorporated by reference to Exhibit 10.3 to Dayton Superior Corporation's Form 10-Q filed on November 10, 2003).
10.20	Employment Agreement between Peter Astrauskas and Dayton Superior Corporation (incorporated by reference to Exhibit 10.4 to Dayton Superior Corporation's Form 10-Q filed on November 10, 2003).
10.21	Amendment to Employment Agreement between Peter Astrauskas and Dayton Superior Corporation (incorporated by reference to Exhibit 10.5 to Dayton Superior Corporation's Form 10-Q filed on November 10, 2003).
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges.
21.1	List of Subsidiaries.
23.1	Consent of Thompson Hine & Flory LLP (incorporated by reference to Exhibit 5.1 of this Form S-4).
23.2*	Consent of Deloitte & Touche LLP.
23.3*	Consent of Ernst & Young LLP.
24.1	Power of Attorney of Dayton Superior Corporation.
24.2	Power of Attorney of Dur-O-Wal, Inc.
24.3	Power of Attorney of Symons Corporation.
24.4	Power of Attorney of Trevecca Holdings, Inc.
24.5	Power of Attorney of Dayton Superior Specialty Chemical Corp.
24.6	Power of Attorney of Aztec Concrete Accessories, Inc.
24.7	Power of Attorney of Southern Construction Products, Inc.
24.8*	Power of Attorney of Mark K. Kaler.
25.1	Statement of Eligibility of Trustee with respect to the Senior Second Secured Notes Indenture.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.
99.3	Form of Letter to Registered Holder and/or Depository Trust Company Participant.
99.4	Form of Letter to Our Clients.
99.5	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

*

Filed herewith.

(B)

Schedules Omitted

Schedules not listed above are omitted because of the absence of the conditions under which they are required or because the information required by such omitted schedules is set forth in the financial statements or the notes thereto.

Item 22. Undertakings

        The undersigned registrants hereby undertake:

        (1)  to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events

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arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement (notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement); and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

        (2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        The undersigned registrants hereby undertake as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

        The undersigned registrants hereby undertake that every prospectus (1) that is filed pursuant to the immediately preceding paragraph or (2) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by final adjudication of such issue.

        The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Dayton Superior Corporation has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dayton, State of Ohio, on February 9, 2004.

DAYTON SUPERIOR CORPORATION
By:	/s/  STEPHEN R. MORREY Name: Stephen R. Morrey Title: President, Chief Executive Officer and Director

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and as of the dates indicated.

SIGNATURE	TITLE	DATE
* John A. Ciccarelli	Chairman of the Board of Directors	February 9, 2004
* Stephen R. Morrey	President, Chief Executive Officer and Director (principal executive officer)	February 9, 2004
/s/  EDWARD J. PUISIS Edward J. Puisis	Vice President and Chief Financial Officer (principal financial officer)	February 9, 2004
* Thomas Roehrig	Vice President of Corporate Accounting (principal accounting officer)	February 9, 2004
* Stephen Berger	Director	February 9, 2004
* William Hopkins	Director	February 9, 2004
* Douglas W. Rotatori	Director	February 9, 2004

*By:
/s/  EDWARD J. PUISIS Edward J. Puisis
Attorney-in-Fact

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Dur-O-Wal, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dayton, State of Ohio, on February 9, 2004.

DUR-O-WAL, INC.
By:	/s/  STEPHEN R. MORREY Name: Stephen R. Morrey Title: President, Chief Executive Officer and Director

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and as of the dates indicated.

SIGNATURE	TITLE	DATE
* Stephen R. Morrey	President, Chief Executive Officer and Director (principal executive officer)	February 9, 2004
/s/  EDWARD J. PUISIS Edward J. Puisis	Vice President, Chief Financial Officer, Chief Accounting Officer and Director (principal financial and principal accounting officer)	February 9, 2004
* Dennis P. Haggerty	Director	February 9, 2004

*By:
/s/  EDWARD J. PUISIS Edward J. Puisis
Attorney-in-Fact

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Symons Corporation has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dayton, State of Ohio, on February 9, 2004.

SYMONS CORPORATION
By:	/s/  STEPHEN R. MORREY Name: Stephen R. Morrey Title: President, Chief Executive Officer and Director

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and as of the dates indicated.

SIGNATURE	TITLE	DATE
* Stephen R. Morrey	President, Chief Executive Officer and Director (principal executive officer)	February 9, 2004
/s/  EDWARD J. PUISIS Edward J. Puisis	Vice President, Chief Financial Officer, Chief Accounting Officer and Director (principal financial and principal accounting officer)	February 9, 2004
* Raymond E. Bartholomae	Director	February 9, 2004

*By:
/s/  EDWARD J. PUISIS Edward J. Puisis
Attorney-in-Fact

II-9

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Trevecca Holdings, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dayton, State of Ohio, on February 9, 2004.

TREVECCA HOLDINGS, INC.
By:	/s/  STEPHEN R. MORREY Name: Stephen R. Morrey Title: President, Chief Executive Officer and Director

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and as of the dates indicated.

SIGNATURE	TITLE	DATE
* Stephen R. Morrey	President, Chief Executive Officer and Director (principal executive officer)	February 9, 2004
/s/  EDWARD J. PUISIS Edward J. Puisis	Vice President, Chief Financial Officer, Chief Accounting Officer and Director (principal financial and principal accounting officer)	February 9, 2004
* Dennis P. Haggerty	Director	February 9, 2004

*By:
/s/  EDWARD J. PUISIS Edward J. Puisis
Attorney-in-Fact

II-10

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Dayton Superior Specialty Chemical Corp. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dayton, State of Ohio, on February 9, 2004.

DAYTON SUPERIOR SPECIALTY CHEMICAL CORP.
By:	/s/  STEPHEN R. MORREY Name: Stephen R. Morrey Title: President, Chief Executive Officer and Director

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and as of the dates indicated.

SIGNATURE	TITLE	DATE
* Stephen R. Morrey	President, Chief Executive Officer and Director (principal executive officer)	February 9, 2004
/s/  EDWARD J. PUISIS Edward J. Puisis	Vice President, Chief Financial Officer, Chief Accounting Officer and Director (principal financial and principal accounting officer)	February 9, 2004
* Mark K. Kaler	Director	February 9, 2004

*By:
/s/  EDWARD J. PUISIS Edward J. Puisis
Attorney-in-Fact

II-11

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Aztec Concrete Accessories, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dayton, State of Ohio, on February 9, 2004.

AZTEC CONCRETE ACCESSORIES, INC.
By:	/s/  STEPHEN R. MORREY Name: Stephen R. Morrey Title: President, Chief Executive Officer and Director

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and as of the dates indicated.

SIGNATURE	TITLE	DATE
* Stephen R. Morrey	President, Chief Executive Officer and Director (principal executive officer)	February 9, 2004
/s/  EDWARD J. PUISIS Edward J. Puisis	Vice President, Chief Financial Officer, Chief Accounting Officer and Director (principal financial and principal accounting officer)	February 9, 2004
* Dennis P. Haggerty	Director	February 9, 2004

*By:
/s/  EDWARD J. PUISIS Edward J. Puisis
Attorney-in-Fact

II-12

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Southern Construction Products, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dayton, State of Ohio, on February 9, 2004.

SOUTHERN CONSTRUCTION PRODUCTS, INC.
By:	/s/  STEPHEN R. MORREY Name: Stephen R. Morrey Title: President, Chief Executive Officer and Director

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and as of the dates indicated.

SIGNATURE	TITLE	DATE
* Stephen R. Morrey	President, Chief Executive Officer and Director (principal executive officer)	February 9, 2004
/s/  EDWARD J. PUISIS Edward J. Puisis	Vice President, Chief Financial Officer, Chief Accounting Officer and Director (principal financial and principal accounting officer)	February 9, 2004
* Dennis P. Haggerty	Director	February 9, 2004

*By:
/s/  EDWARD J. PUISIS Edward J. Puisis
Attorney-in-Fact

II-13

QuickLinks

TABLE OF CONTENTS
MARKET AND INDUSTRY DATA
PROSPECTUS SUMMARY
The Exchange Offer
Terms of the Exchange Notes
Our Company
Executive Offices
Recent Developments
Risk Factors
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
RISK FACTORS
Risks Related To Our Business
Risks Related to the Exchange Notes
FORWARD-LOOKING STATEMENTS
THE EXCHANGE OFFER
USE OF PROCEEDS
CAPITALIZATION
UNAUDITED PRO FORMA FINANCIAL INFORMATION
Unaudited Pro Forma Combined Statement of Operations For the Year Ended December 31, 2002 (In thousands)
Unaudited Pro Forma Combined Statement of Operations For the Nine Fiscal Months Ended September 26, 2003 (In thousands)
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
U.S. Construction 2002 Total value put-in-place
Value of Construction Put-in-Place—Infrastructure
Value of Construction Put-in-Place—Institutional
Value of Construction Put-in-Place—Education
Value of Construction Put-in-Place—Commercial
MANAGEMENT
PRINCIPAL SHAREHOLDERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DESCRIPTION OF OTHER INDEBTEDNESS
DESCRIPTION OF THE EXCHANGE NOTES
BOOK-ENTRY; DELIVERY AND FORM
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
AVAILABLE INFORMATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets As of December 31 (Amounts in thousands, except share amounts)
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations Years Ended December 31 (Amounts in thousands)
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows Years Ended December 31 (Amounts in thousands)
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Consolidated Statements of Comprehensive Loss Years Ended December 31 (Amounts in thousands)
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2002, 2001 and 2000 (Dollar amounts in thousands, except share and per share amounts)
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Supplemental Consolidating Condensed Balance Sheet As of December 31, 2002
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Supplemental Consolidating Condensed Balance Sheet As of December 31, 2001
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Supplemental Consolidating Condensed Statement of Operations Year Ended December 31, 2002
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Supplemental Consolidating Condensed Statement of Operations Year Ended December 31, 2001
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Supplemental Consolidating Condensed Statement of Operations Year Ended December 31, 2000
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Supplemental Consolidating Condensed Statement of Cash Flows Year Ended December 31, 2002
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Supplemental Consolidating Condensed Statement of Cash Flows Year ended December 31, 2001
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Supplemental Consolidating Condensed Statement of Cash Flows Year ended December 31, 2000
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Schedule II—Valuation and Qualifying Accounts Years Ended December 31, 2002, 2001 and 2000 (Amounts in thousands)
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Condensed Consolidated Balance Sheets As of September 26, 2003 and December 31, 2002 (Amounts in thousands) (unaudited)
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations For The Three and Nine Fiscal Months Ended September 26, 2003 and September 27, 2002 (Amounts in thousands) (Unaudited)
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows For The Nine Fiscal Months Ended September 26, 2003 and September 27, 2002 (Amounts in thousands) (Unaudited)
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Consolidated Statements of Comprehensive Income (Loss) For The Three and Nine Fiscal Months Ended September 26, 2003 and September 27, 2002 (Amounts in thousands) (Unaudited)
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Amounts in thousands, except share and per share amounts) (Unaudited)
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Supplemental Consolidating Condensed Balance Sheet As of September 26, 2003
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Supplemental Consolidating Condensed Balance Sheet As of December 31, 2002
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Supplemental Consolidating Condensed Statement of Operations Three Fiscal Months Ended September 26, 2003
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Supplemental Consolidating Condensed Statement of Operations Three Fiscal Months Ended September 27, 2002
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Supplemental Consolidating Condensed Statement of Operations Nine Fiscal Months Ended September 26, 2003
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Supplemental Consolidating Condensed Statement of Operations Nine Fiscal Months Ended September 27, 2002
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Supplemental Consolidating Condensed Statement of Cash Flows Nine Fiscal Months Ended September 26, 2003
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES Supplemental Consolidating Condensed Statement of Cash Flows Nine Fiscal Months Ended September 27, 2002
Report of Independent Auditors
Safway Formwork Systems L.L.C. Balance Sheets
Safway Formwork Systems L.L.C. Statements of Operations
Safway Formwork Systems L.L.C. Statements of Member's Equity
Safway Formwork Systems L.L.C. Statements of Cash Flows
Safway Formwork Systems L.L.C. Notes to Financial Statements July 25, 2003
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES

EX-4.7

Exhibit 4.7

Execution

CREDIT AGREEMENT

DATED AS OF JANUARY 30, 2004

by and among

DAYTON SUPERIOR CORPORATION

as Borrower

and

THE OTHER PERSONS PARTY HERETO THAT ARE

DESIGNATED AS CREDIT PARTIES

and

GENERAL ELECTRIC CAPITAL CORPORATION

as Agent, L/C Issuer and a Lender

and

THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO

as Lenders

and

GECC CAPITAL MARKETS GROUP, INC.
as Lead Arranger

TABLE OF CONTENTS

SECTION 1.	AMOUNTS AND TERMS OF LOANS
1.1.	Loans
1.2.	Interest and Applicable Margins
1.3.	Fees
1.4.	Payments
1.5.	Prepayments
1.6.	Maturity
1.7.	Eligible Accounts
1.8.	Eligible Inventory
1.9.	Loan Accounts
1.10.	Yield Protection; Illegality
1.11.	Taxes
SECTION 2.	AFFIRMATIVE COVENANTS
2.1.	Compliance With Laws and Contractual Obligations
2.2.	Insurance; Damage to or Destruction of Collateral
2.3.	Inspection; Lender Meeting
2.4.	Organizational Existence
2.5.	Environmental Matters
2.6.	Omitted.
2.7.	Conduct of Business
2.8.	Further Assurances
2.9.	[Reserved]
2.10.	Cash Management Systems
SECTION 3.	NEGATIVE COVENANTS
3.1.	Indebtedness
3.2.	Liens and Related Matters
3.3.	Investments
3.4.	Contingent Obligations
3.5.	Restricted Payments
3.6.	Restriction on Fundamental Changes
3.7.	Disposal of Assets or Subsidiary Stock
3.8.	Transactions with Affiliates
3.9.	Conduct of Business

i

3.10.	Changes Relating to Indebtedness
3.11.	Fiscal Year
3.12.	Press Release; Public Offering Materials
3.13.	Subsidiaries
3.14.	Bank Accounts
3.15.	Hazardous Materials
3.16.	ERISA
3.17.	Sale-Leasebacks
3.18.	Prepayments of Other Indebtedness
3.19.	OFAC
SECTION 4.	FINANCIAL COVENANTS/REPORTING
4.1.	Omitted
4.2.	Omitted
4.3.	Omitted
4.4.	Omitted
4.5.	Omitted
4.6.	Omitted
4.7.	Omitted
4.8.	Omitted
4.9.	Financial Statements and Other Reports
4.10.	Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement
SECTION 5.	REPRESENTATIONS AND WARRANTIES
5.1.	Disclosure
5.2.	No Material Adverse Effect
5.3.	No Conflict
5.4.	Organization, Powers, Capitalization and Good Standing
5.5.	Financial Statements and Business Plan
5.6.	Intellectual Property
5.7.	Investigations, Audits, Etc.
5.8.	Employee Matters
5.9.	Solvency
5.10.	Litigation

ii

5.11.	Use of Proceeds; Margin Regulations
5.12.	Ownership of Property; Liens
5.13.	Environmental Matters
5.14.	ERISA
5.15.	Brokers
5.16.	Deposit and Disbursement Accounts
5.17.	Agreements and Other Documents
5.18.	Insurance
5.19.	Anti-Terrorism
5.20.	Designated Senior Debt.
5.21.	Other Obligations.
SECTION 6.	DEFAULT, RIGHTS AND REMEDIES
6.1.	Event of Default
6.2.	Suspension or Termination of Commitments
6.3.	Acceleration and Other Remedies
6.4.	Performance by Agent
6.5.	Application of Proceeds
SECTION 7.	CONDITIONS TO LOANS
7.1.	Conditions to Initial Loans
7.2.	Conditions to All Loans
SECTION 8.	ASSIGNMENT AND PARTICIPATION
8.1.	Assignment and Participations
8.2.	Agent
8.3.	Set Off and Sharing of Payments
8.4.	Disbursement of Funds
8.5.	Disbursements of Advances; Payment
SECTION 9.	MISCELLANEOUS
9.1.	Indemnities
9.2.	Amendments and Waivers
9.3.	Notices
9.4.	Failure or Indulgence Not Waiver; Remedies Cumulative
9.5.	Marshaling; Payments Set Aside

iii

9.6.	Severability
9.7.	Lenders’ Obligations Several; Independent Nature of Lenders’ Rights
9.8.	Headings
9.9.	Applicable Law
9.10.	Successors and Assigns
9.11.	No Fiduciary Relationship; Limited Liability
9.12.	Construction
9.13.	Confidentiality
9.14.	CONSENT TO JURISDICTION
9.15.	WAIVER OF JURY TRIAL
9.16.	Survival of Warranties and Certain Agreements
9.17.	Entire Agreement
9.18.	Counterparts; Effectiveness
9.19.	Replacement of Lenders
9.20.	Delivery of Termination Statements and Mortgage Releases

iv

INDEX OF APPENDICES

Annexes
Annex A	-	Definitions
Annex B	-	Pro Rata Shares and Commitment Amounts
Annex C	-	Closing Checklist
Annex D	-	[Reserved]
Annex E	-	Lenders’ Bank Accounts
Exhibits
Exhibit 1.1(a)(i)	-	Revolving Note
Exhibit 1.1(a)(ii)	-	Notice of Revolving Credit Advance
Exhibit 1.1(c)	-	Swing Line Note
Exhibit 1.2(e)	-	Notice of Continuation/Conversion
Exhibit 4.9(d)	-	Borrowing Base Certificate
Exhibit 4.9(k)	-	Compliance and Pricing Certificate
Exhibit 8.1	-	Assignment Agreement
Schedules
Schedule 2.7	-	Corporate and Trade Names
Schedule 2.8	-	Certain Liens
Schedule 3.1	-	Indebtedness
Schedule 3.2	-	Liens
Schedule 3.4	-	Contingent Obligations
Schedule 5.4(a)	-	Jurisdictions of Organization and Qualifications
Schedule 5.4(b)	-	Capitalization
Schedule 5.6	-	Intellectual Property
Schedule 5.7	-	Investigations and Audits
Schedule 5.8	-	Employee Matters
Schedule 5.10	-	Litigation
Schedule 5.11	-	Use of Proceeds
Schedule 5.12	-	Real Estate
Schedule 5.13	-	Environmental Matters
Schedule 5.14	-	ERISA
Schedule 5.16	-	Deposit and Disbursement Accounts
Schedule 5.17	-	Agreements and Other Documents
Schedule 5.18	-	Insurance

v

CREDIT AGREEMENT

This CREDIT AGREEMENT is dated as of January 30, 2004 and entered into by and among DAYTON SUPERIOR CORPORATION, an Ohio corporation (“Borrower”), the other persons designated as “Credit Parties” on the signature pages hereof, the financial institutions who are or hereafter become parties to this Agreement as “Lenders”, and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation(in its individual capacity “GE Capital”), as the initial L/C Issuer and as Agent.

R E C I T A L S:

WHEREAS, Borrower desires that Lenders extend a revolving credit facility to Borrower to fund the repayment of certain indebtedness of Borrower, to provide working capital financing for Borrower, to fund future acquisitions and to provide funds for other general corporate purposes of Borrower; and

WHEREAS, Borrower desires to secure all of its Obligations (as hereinafter defined) under the Loan Documents (as hereinafter defined) by granting to Agent, for the benefit of Agent and Lenders, a security interest in and lien upon substantially all of its personal and real property; and

WHEREAS, each of Borrower’s Domestic Subsidiaries is willing to guaranty all of the Obligations of Borrower and to grant to Agent, for the benefit of Agent and Lenders, a security interest in and lien upon substantially all of its personal and real property to secure the Obligations; and

WHEREAS, all capitalized terms herein shall have the meanings ascribed thereto in Annex A hereto which is incorporated herein by reference.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, Borrower, Credit Parties, Lenders and Agent agree as follows:

SECTION 1.

AMOUNTS AND TERMS OF LOANS

1.1.Loans.  Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrower and the other Credit Parties contained herein:

(a)Revolving Loans.

(i)Each Revolving Lender agrees, severally and not jointly, to make available to Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each a “Revolving Credit Advance”) requested by Borrower hereunder.  The Pro Rata Share of the Revolving Loan of any Revolving Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate Revolving Loan Commitment.  Revolving Credit Advances may be repaid and reborrowed; provided, that the amount of any Revolving Credit Advance to be made at any time shall not exceed Borrowing Availability. Borrowing Availability may be further reduced by Reserves imposed by Agent in its reasonable credit judgment.  All Revolving Loans shall be repaid in full on the Commitment Termination Date.  Unless otherwise elected by any Revolving Lender pursuant to Section 1.9, the Borrower shall execute and deliver to each Revolving Lender a note to evidence the Revolving Loan Commitment of that Revolving Lender.  Each note shall be in the maximum principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(a)(i) (each as amended, modified, extended, substituted or

replaced from time to time, a “Revolving Note” and, collectively, the “Revolving Notes”).  Other than pursuant to Section 1.1(a)(ii), if at any time the outstanding Revolving Loans (including the Swing Line Loans) exceed the Borrowing Base (any such excess Revolving Loans are herein referred to collectively as “Overadvances”), Lenders shall not be obligated to make Revolving Credit Advances, no additional Letters of Credit shall be issued and, except as provided in Section 1.1(a)(ii) below, Revolving Loans must be repaid immediately and Letters of Credit cash collateralized in an amount sufficient to eliminate any Overadvances.  All Overadvances shall constitute Index Rate Loans and shall bear interest at the Default Rate.  Revolving Credit Advances which are to be made as Index Rate Loans may be requested in any amount with one (1) Business Day’s prior written notice required for funding requests equal to or greater than $5,000,000.  For funding requests for such Revolving Credit Advances in an amount less than $5,000,000, written notice must be provided by 1:00 p.m. (New York time) on the Business Day on which such Revolving Credit Advance is to be made.  All requests for Revolving Credit Advances that are to be made as LIBOR Loans require three (3) Business Days prior written notice.  Written notices for funding requests shall be in the form attached as Exhibit 1.1(a)(ii) (“Notice of Revolving Credit Advance”).

(ii)If Borrower requests that Revolving Lenders make, or permit to remain outstanding any Overadvances, Agent may, in its sole discretion, elect to make, or permit to remain outstanding such Overadvances; provided, however, that Agent may not cause Revolving Lenders to make, or permit to remain outstanding, (a) aggregate Revolving Loans (including, without duplication, Swing Line Loans) in excess of the Maximum Amount or (b) Overadvances in an aggregate amount in excess of $2,000,000.  If an Overadvance is made, or permitted to remain outstanding, pursuant to the preceding sentence, then all Revolving Lenders shall be bound to make, or permit to remain outstanding, such Overadvance based upon their Pro Rata Shares of the Revolving Loan Commitment in accordance with the terms of this Agreement.  If an Overadvance remains outstanding for more than ninety (90) days during any one hundred eighty (180) day period, Revolving Loans must be repaid immediately in an amount sufficient to eliminate all of such Overadvances.  Furthermore, Requisite Lenders may prospectively revoke Agent’s ability to make or permit Overadvances by written notice to Agent.  Any Overadvance may be made as a Swing Line Advance.

(b)Omitted.

(c)Swing Line Facility.

(i)Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of Revolving Credit Advance.  Subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, make available from time to time after the Closing Date and until the Commitment Termination Date advances (each, a “Swing Line Advance”) to Borrower in accordance with any such notice.  The provisions of this Section 1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Credit Advances under Section 1.1(a); provided that if the Swing Line Lender makes a Swing Line Advance pursuant to any such notice, such Swing Line Advance shall be in lieu of any Revolving Credit Advance that otherwise may be made by Revolving Lenders pursuant to such notice.  Except as provided in Section 1.1(a)(ii) above, the aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) Borrowing Availability (“Swing Line Availability”).  Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 1.1(c).  Each Swing Line Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a).  Unless the Swing Line Lender has received at least one (1) Business Day’s prior written notice from Requisite Lenders instructing it not to make a Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 7.2, be entitled to fund that Swing Line Advance, and to have each Revolving Lender make Revolving Credit Advances in

2

accordance with Section 1.1(c)(iii) or purchase participating interests in accordance with Section 1.1(c)(iv).  Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan.  Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan upon demand therefor by Agent.  The entire unpaid balance of the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner paid in full.  If at any time the outstanding Swing Line Loan exceeds the Swing Line Commitment then no further Swing Line Advances shall be made until any such excess is eliminated and, to the extent that such excess is not repaid under Section 1.1(c)(iii), the Borrower shall immediately repay such excess.

(ii)Unless otherwise elected by the Swing Line Lender pursuant to Section 1.9, Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment.  Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(c) (as amended, modified, extended, substituted or replaced from time to time, the “Swing Line Note”).  The Swing Line Note shall represent the obligation of Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to Borrower together with interest thereon as prescribed in Section 1.2.

(iii)The Swing Line Lender, at any time and from time to time in its sole and absolute discretion but no less frequently than once weekly, shall on behalf of Borrower (and Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender (including the Swing Line Lender) to make a Revolving Credit Advance to Borrower (which shall be an Index Rate Loan) in an amount equal to that Revolving Lender’s Pro Rata Share of the principal amount of the Swing Line Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given.  Unless any of the events described in Sections 6.1(f) and 6.1(g) has occurred (in which event the procedures of Section 1.1(c)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Advance are then satisfied, each Revolving Lender shall disburse directly to Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 3:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date that notice is given.  The proceeds of those Revolving Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan.

(iv)If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(c)(iii), one of the events described in Sections 6.1(f) or 6.1(g) has occurred, then, subject to the provisions of Section 1.1(c)(v) below, each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of Borrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share (determined with respect to Revolving Loans) of such Swing Line Loan.  Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest.

(v)Each Revolving Lender’s obligation to make Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to purchase participation interests in accordance with Section 1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.  Swing Line Lender shall be entitled to recover, on demand, from each Revolving Lender the amounts required

3

pursuant to Sections 1.1.(c)(iii) or 1.1(c)(iv), as the case may be.  If any Revolving Lender does not make available such amounts to Agent or the Swing Line Lender, as applicable, the Swing Line Lender shall be entitled to recover, on demand, such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

(d)Letters of Credit.  The Revolving Loan Commitment may, in addition to advances under the Revolving Loan, be utilized, upon the request of Borrower, for the issuance of Letters of Credit, provided, that no Letter of Credit shall be issued that would cause the Revolving Loan to exceed Borrowing Availability.  Immediately upon the issuance by an L/C Issuer of a Letter of Credit, and without further action on the part of Agent or any of the Lenders, each Revolving Lender shall be deemed to have purchased from such L/C Issuer a participation in such Letter of Credit (or in its obligation under a risk participation agreement with respect thereto) equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit.

(i)Maximum Amount.  The aggregate amount of Letter of Credit Obligations with respect to all Letters of Credit outstanding or unreimbursed at any time shall not exceed $30,000,000 (“L/C Sublimit”).

(ii)Reimbursement.  Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kind, to reimburse any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, Fees, Charges, costs and expenses paid by such L/C Issuer.  Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing the outstanding principal balance of the Revolving Credit Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit.  All amounts paid by an L/C Issuer with respect to any Letter of Credit that are not immediately repaid by Borrower with the proceeds of a Revolving Credit Advance or otherwise shall bear interest at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Agent or Requisite Lenders, an additional two percent (2.00%) per annum.  Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii).  In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds.  Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the L/C Issuer upon demand by the L/C Issuer such Revolving Lender’s Pro Rata Share of each payment made by the L/C Issuer in respect of a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s account.  Each Revolving Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are absolute and unconditional and shall not be affected by any circumstance whatsoever, including setoff, counterclaim, the occurrence and continuance of a Default or an Event of Default or any failure by Borrower to satisfy any of the conditions set forth in Section 7.2.  If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Rate.

(iii)Request for Letters of Credit.  Borrower shall give Agent at least three (3) Business Days prior written notice specifying the date a Letter of Credit is requested to be issued, the amount and the name and address of the beneficiary and a description of the transactions proposed to be supported thereby.  If Agent informs Borrower that the L/C Issuer cannot issue the requested Letter of

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Credit directly, Borrower may request that L/C Issuer arrange for the issuance of the requested Letter of Credit under a risk participation agreement with another financial institution reasonably acceptable to Agent, L/C Issuer and Borrower.  The issuance of any Letter of Credit under this Agreement shall be subject to the conditions that the Letter of Credit (i) supports a transaction entered into in the ordinary course of business of Borrower and (ii) is in a form, is for an amount and contains such terms and conditions as are reasonably satisfactory to the L/C Issuer and, in the case of standby letters of credit, Agent.  The initial notice requesting the issuance of a Letter of Credit shall be accompanied by the form of the Letter of Credit and the Master Standby Agreement or Master Documentary Agreement, as applicable, and an application for a letter of credit, if any, then required by the L/C Issuer completed in a manner satisfactory to such L/C Issuer.  If any provision of any application or reimbursement agreement is inconsistent with the terms of this Agreement, then the provisions of this Agreement, to the extent of such inconsistency, shall control.  A request to amend an outstanding Letter of Credit to increase the maximum amount thereof or to extend the expiration date of a Letter of Credit shall be deemed to be a request to issue a Letter of Credit hereunder.

(iv)Expiration Dates of Letters of Credit.  The expiration date of each Letter of Credit shall be on a date which is not later than the earlier of (a) one year from its date of issuance or (b) the thirtieth (30^th) day prior to the date set forth in clause (a) of the definition of the term Commitment Termination Date.  Notwithstanding the foregoing, a Letter of Credit may provide for automatic extensions of its expiration date for one (1) or more successive one (1) year periods provided that the L/C Issuer has the right to terminate such Letter of Credit on each such annual expiration date and no renewal term may extend the term of the Letter of Credit to a date that is later than the thirtieth (30th) day prior to the date set forth in clause (a) of the definition of the term Commitment Termination Date.  The L/C Issuer may elect not to renew any such Letter of Credit and, upon direction by Agent or Requisite Lenders, shall not renew any such Letter of Credit at any time during the continuance of an Event of Default, provided that, in the case of a direction by Agent or Requisite Lenders, the L/C Issuer receives such directions prior to the date notice of non-renewal is required to be given by the L/C Issuer and the L/C Issuer has had a reasonable period of time to act on such notice.

(v)Obligations Absolute.  The obligation of Borrower to reimburse the L/C Issuer, Agent and Lenders for payments made in respect of Letters of Credit issued by the L/C Issuer shall be unconditional and irrevocable and shall be paid under all circumstances strictly in accordance with the terms of this Agreement, including the following circumstances:  (a) any lack of validity or enforceability of any Letter of Credit; (b) any amendment or waiver of or any consent or departure from all or any of the provisions of any Letter of Credit or any Loan Document; (c) the existence of any claim, set-off, defense or other right which Borrower, any of its Subsidiaries or Affiliates or any other Person may at any time have against any beneficiary of any Letter of Credit, Agent, any L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreements or transactions; (d) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (e) payment under any Letter of Credit against presentation of a draft or other document that does not substantially comply with the terms of such Letter of Credit; or (f) any other act or omission to act or delay of any kind of any L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 1.1(d)(v), constitute a legal or equitable discharge of Borrower’s obligations hereunder.

(vi)Obligations of L/C Issuers.  Each L/C Issuer (other than GE Capital) hereby agrees that it will not issue a Letter of Credit hereunder until it has provided Agent with written notice specifying the amount and intended issuance date of such Letter of Credit and Agent has returned a written acknowledgment of such notice to L/C Issuer.  Each L/C Issuer (other than GE Capital) further agrees to provide to Agent:  (a) a copy of each Letter of Credit issued by such L/C Issuer promptly after

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its issuance; (b) a weekly report summarizing available amounts under Letters of Credit issued by such L/C Issuer, the dates and amounts of any draws under such Letters of Credit, the effective date of any increase or decrease in the face amount of any Letters of Credit during such week and the amount of any unreimbursed draws under such Letters of Credit; and (c) such additional information reasonably requested by Agent from time to time with respect to the Letters of Credit issued by such L/C Issuer.  Without limiting the generality of the foregoing, it is expressly understood and agreed by Borrower that the absolute and unconditional obligation of Borrower to Agent and Lenders hereunder to reimburse payments made under a Letter of Credit will not be excused by the gross negligence or willful misconduct of the L/C Issuer.  However, the foregoing shall not be construed to excuse an L/C Issuer from liability to Borrower to the extent of any direct damages (as opposed to consequential damages, with Borrower hereby waiving all claims for any consequential damages to the extent permitted by applicable law) suffered by Borrower that are not subject to indemnification in favor of the L/C Issuer under the Master Standby Agreement or the Master Documentary Agreement.

(e)Funding Authorization.  The proceeds of all Loans made pursuant to this Agreement subsequent to the Closing Date are to be funded by Agent by wire transfer to the account designated by Borrower below (the “Disbursement Account”):

Bank:  Bank One, N.A.
ABA No.:  044000037
Bank Address:  100 Broad St., Columbus, Ohio
Account No.:  618856538
Account Name:  Dayton Superior Concentration Account

Borrower shall provide Agent with written notice of any change in the foregoing instructions at least three (3) Business Days before the desired effective date of such change.

1.2.Interest and Applicable Margins.

(a)Borrower shall pay interest to Agent, for the ratable benefit of Lenders in arrears on each applicable Interest Payment Date, (i) with respect to the Revolving Credit Advances which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Credit Advances which are designated as LIBOR Loans, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum.

The Applicable Margins are as follows:

Applicable Revolver Index Margin	.50	%
Applicable Revolver LIBOR Margin	2.50	%

The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower’s and its Subsidiaries’ consolidated financial performance, commencing with the first day of the first calendar month that occurs more than one (1) day after delivery of Borrower’s quarterly Financial Statements to Lenders for the Fiscal Quarter ending December 31, 2003.  Adjustments in Applicable Margins will be determined by reference to the following grids:

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If Daily Average Borrowing Availability for the Fiscal Quarter is:	Level of Applicable Margins:
less than $40,000,000	Level I
less than $65,000,000, but equal to or more than $40,000,000	Level II
more than 65,000,000	Level III

	Applicable Margins
	Level I		Level II		Level III
Applicable Revolver Index Margin	.50	%	.25	%	0	%
Applicable Revolver LIBOR Margin	2.50	%	2.25	%	2.00	%

All adjustments in the Applicable Margins after December 31, 2003 shall be implemented quarterly on a prospective basis, for each calendar month commencing at least one (1) day after the date of delivery to Agent and Lenders of the quarterly unaudited Financial Statements (with the accompanying Compliance and Pricing Certificate) evidencing the need for an adjustment.  Concurrently with the delivery of those Financial Statements (with the accompanying Compliance and Pricing Certificate), Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins.  Failure to timely deliver such Financial Statements (with the accompanying Compliance and Pricing Certificate) shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the first day of the first calendar month following the delivery of those Financial Statements (with the accompanying Compliance and Pricing Certificate) demonstrating that such an increase is not required.  If any Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Events of Default are waived or cured.

(b)If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

(c)All computations of Fees calculated on a per annum basis and all computations of interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable.  The Index Rate is a floating rate determined for each day.  Each determination by Agent of an interest rate and Fees hereunder shall be final, binding and conclusive on Borrower, absent manifest error.

(d)So long as an Event of Default has occurred and is continuing under Section 6.1(a), 6.1(b), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations.  Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event

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of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation.

(e)Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Fee in accordance with Section 1.3(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued.  Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount.  Any such election must be made by 1:00 p.m. (New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan (other than the Swing Line Loan) to a LIBOR Loan for a LIBOR Period designated by Borrower in such election.  If no election is received with respect to an existing LIBOR Loan by 1:00 p.m. (New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period.  Borrower must make such election by notice to Agent in writing, by fax or overnight courier.  In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 1.2(e).  No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof.  No Loan may be made as or converted into a LIBOR Loan until the earlier of (i) 45 days after the Closing Date or (ii) completion of primary syndication as determined by Agent.

(f)Notwithstanding anything to the contrary set forth in this Section 1.2, if a court of competent jurisdiction determines in a final order that any rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, such rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter such rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had such interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement.  Thereafter, such interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.2(a) through (e), as applicable, unless and until any such rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply.  In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate.  If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.  If, notwithstanding the provisions of this Section 1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 1.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

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1.3.Fees.

(a)Fee Letter.  Borrower shall pay to GE Capital, individually, the Fees specified in that certain fee letter dated as of November 10, 2003 between Borrower and GE Capital (the “GE Capital Fee Letter”), at the times specified for payment therein.

(b)Unused Line Fee.  As additional compensation for the Revolving Lenders, Borrower shall pay to Agent, for the ratable benefit of such Lenders, in arrears, on the first Business Day of each month prior to the Commitment Termination Date and on the Commitment Termination Date, a fee for Borrower’s non-use of available funds in an amount equal to 37.5 basis points (.375%) per annum multiplied by the difference between (x) the Maximum Amount (as it may be reduced from time to time) and (y) the average for the period of the daily closing balances of the Revolving Loan (including, without duplication, Swing Line Advances and Letter of Credit Obligations) outstanding during the period for which such Fee is due.

(c)Closing Fee.  As additional compensation for the Lenders, Borrower shall pay to Agent, for the ratable benefit of such Lenders, on the Closing Date, a nonrefundable fee of $800,000.

(d)Letter of Credit Fee.  Borrower agrees to pay to Agent for the benefit of Revolving Lenders, as compensation to such Revolving Lenders for Letter of Credit Obligations incurred hereunder, (i) all costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit issued, guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Revolver LIBOR Margin then in effect.  Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first Business Day of each month and on the Commitment Termination Date.  In addition, Borrower shall pay to each L/C Issuer, on demand, such fees (including all per annum fees), reasonable charges and expenses of such L/C Issuer in respect of the issuance, negotiation, acceptance, amendment, transfer and payment of such Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is issued.

(e)LIBOR Breakage Fee.  Upon (i) any default by Borrower in making any borrowing of, conversion into or continuation of any LIBOR Loan following Borrower’s delivery to Agent of any LIBOR Loan request in respect thereof or (ii) any payment of a LIBOR Loan on any day that is not the last day of the LIBOR Period applicable thereto (regardless of the source of such prepayment and whether voluntary, by acceleration or otherwise), Borrower shall pay Agent, for the benefit of all Lenders that funded or were prepared to fund any such LIBOR Loan, the LIBOR Breakage Fee.

(f)Omitted.

(g)Expenses and Attorneys’ Fees.  Borrower agrees to promptly pay all reasonable fees, charges, costs and expenses (including reasonable attorneys’ fees and expenses) incurred by Agent in connection with any matters contemplated by or arising out of the Loan Documents, in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated herein and in connection with the continued administration of the Loan Documents including any amendments, modifications, consents and waivers.  Borrower agrees to reimburse Agent for all due and payable out of pocket costs (including reasonable fees and expenses) as incurred by Agent to third party appraisers and auditors, and a fee of $750 per audit day per in-house auditor, plus out of pocket expenses incurred by any such appraisers and auditors in an amount not

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exceeding (while no Event of Default is continuing and while Borrowing Availability is at least $20,000,000) $50,000 in the aggregate for each field audit and $60,000 in the aggregate for each appraisal.  Borrower agrees to promptly pay reasonable documentation charges assessed by Agent for amendments, waivers, consents and any of the documentation prepared by Agent’s internal legal staff.  Borrower agrees to promptly pay all reasonable fees, charges, costs and expenses (including fees, charges, costs and reasonable expenses of attorneys, auditors (whether internal or external), appraisers, consultants and advisors and the allocated cost of internal legal staff) incurred by Agent in connection with any Event of Default, work-out or action to enforce any Loan Document or to collect any payments due from Borrower or any other Credit Party.  All fees, charges, costs and expenses for which Borrower is responsible under this Section 1.3(g) shall be deemed part of the Obligations when incurred, payable upon demand or in accordance with the final sentence of Section 1.4 and secured by the Collateral.

1.4.Payments.  All payments by Borrower of the Obligations shall be without deduction, defense, setoff or counterclaim and shall be made in same day funds and delivered to Agent, for the benefit of Agent and Lenders, as applicable, by wire transfer to the following account or such other place as Agent may from time to time designate in writing.

ABA No. 021–001–033

Account Number 502–328–54

Bankers Trust Company

New York, New York

ACCOUNT NAME:  GECC/CAF DEPOSITORY

Reference:  DaytonSupCo – CFN 5434

Borrower shall receive credit on the day of receipt for funds received by Agent by 2:00 p.m. (New York time).  In the absence of timely receipt, such funds shall be deemed to have been paid on the next Business Day.  Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the payment may be made on the next succeeding Business Day and such extension of time shall be included in the computation of the amount of interest and Fees due hereunder.

Borrower hereby authorizes Lenders to make Revolving Credit Advances or Swing Line Advances, on the basis of their Pro Rata Shares, for the payment of interest, Fees and expenses, Letter of Credit reimbursement obligations and any amounts required to be deposited with respect to outstanding Letter of Credit Obligations pursuant to Sections 1.5(g) or 6.3.

1.5.Prepayments.

(a)Voluntary Prepayments of Loans.  At any time, Borrower may prepay the Loans, in whole or in part, without premium or penalty subject to the payment of LIBOR Breakage Fees, if applicable.

(b)Termination and Reduction of Revolving Loan Commitment.  Upon not less than ten (10) Business Days prior irrevocable written notice to Agent, Borrower at any time may (i) terminate the Revolving Loan Commitment and on the date specified in such notice the Revolving Loan Commitment shall terminate and all Obligations shall become immediately due and payable or (ii) reduce, in part in increments of not less than $1,000,000 or amounts in excess thereof in integral multiples of $500,000, the Revolving Loan Commitment of each Lender pro rata, so long as at the time of giving of any such notice and at the time of the effective date of such notice the Revolving Loan does not exceed the Revolving Loan Commitment.

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(c)Prepayments from Asset Dispositions.  Except as otherwise provided in Section 1.5(f) hereof, immediately upon receipt of any Net Proceeds in respect of any Asset Disposition in excess of $1,000,000 for any single transaction or series of related transactions, Borrower shall repay the Revolving Credit Advances (without reduction of the Revolving Loan Commitment) by an amount equal to the amount of such Net Proceeds and the Revolving Loan Commitment shall be permanently reduced by the amount of such Net Proceeds provided, however, that any such requirement to repay Revolving Credit Advances in respect of such Net Proceeds shall be reduced to the extent that Borrower shall have certified to Agent that such Net Proceeds have been deemed to have been applied to effect a permanent reduction of Revolving Loan Commitment under clause 3(A) of Section 4.10 of the Senior Notes Indenture and clause 3(A) of Section 4.10 of the Senior Subordinated Notes Indenture.  Notwithstanding the foregoing, Borrower or their Subsidiaries may reinvest all Net Proceeds of such Asset Disposition, within three hundred sixty-five (365) days, in Productive Assets.  If the applicable Credit Party does not intend to so reinvest such Net Proceeds or if the period set forth in the immediately preceding sentence expires without such reinvestment of such Net Proceeds, Borrower shall prepay the Revolving Credit Advances in an amount equal to such remaining Net Proceeds of such Asset Disposition to the extent otherwise required by this Section 1.5(c).  The payments shall be applied in accordance with Section 1.5(e).

(d)Omitted.

(e)Application of Proceeds.  With respect to the prepayments described in Sections 1.5(a) and 1.5(c), such prepayments shall first be applied to reduce the outstanding principal balance of the Swing Line Loan and then the Revolving Credit Advances and, except in the case of Section 1.5(a), as a permanent reduction of the Revolving Loan Commitment.  Considering each type of Loan being prepaid separately, any such prepayment shall be applied first to Index Rate Loans of the type required to be prepaid before application to LIBOR Loans of the type required to be prepaid, in each case in a manner which minimizes any resulting LIBOR Breakage Fee.

(f)Application of Prepayments from Insurance Proceeds.  Prepayments from insurance in accordance with Section 2.2 or condemnation proceeds shall be applied as follows:  insurance proceeds from casualties or losses shall be applied first, to the Swing Line Loans and, second, to the Revolving Credit Advances.  Neither the Revolving Loan Commitment nor the Swing Line Loan Commitment shall be permanently reduced by the amount of any such prepayments.

(g)Letter of Credit Obligations.  In the event any Letters of Credit are outstanding at the time that the Revolving Loan Commitment is terminated, Borrower shall (1)  with respect to each Letter of Credit so outstanding, deposit with Agent for the benefit of all Lenders cash, or, with the consent of Agent in each instance, provide a standby back-to-back letter of credit in form and substance, and issued by a bank or other financial institution, acceptable to Agent in all respects, in each case an amount equal to 105% of the Letter of Credit Obligations arising from such Letter of Credit and to be available to Agent to reimburse payments of drafts drawn under such Letters of Credit and pay any Fees and expenses related thereto and (2) prepay the fee payable under Section 1.3(d) with respect to such Letters of Credit for the full remaining terms of such Letters of Credit.  Upon termination of any such Letter of Credit, the unearned portion of such prepaid fee attributable to such Letter of Credit shall be refunded to Borrower.

1.6.Maturity.  All of the Obligations shall become due and payable as otherwise set forth herein, but in any event all of the remaining Obligations (other than contingent indemnification Obligations to the extent no unsatisfied claim has been asserted) shall become due and payable upon termination of this Agreement.  Until all Obligations have been fully paid and satisfied (other than contingent indemnification obligations to the extent no unsatisfied claim has been asserted), the Revolving Loan Commitment has been terminated and all Letters of Credit have been terminated or

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otherwise secured to the satisfaction of Agent, Agent shall be entitled to retain the security interests in the Collateral granted under the Collateral Documents and the ability to exercise all rights and remedies available to it under the Loan Documents and applicable laws.  Notwithstanding anything contained in this Agreement to the contrary, upon any termination of the Revolving Loan Commitment, all of the Obligations shall be due and payable.

1.7.Eligible Accounts.  All of the Accounts owned by Borrower or any of its Domestic Subsidiaries and reflected in the most recent Borrowing Base Certificate delivered by Borrower to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies.  Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment.  In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith, subject to the approval of Supermajority Revolving Lenders in the case of adjustments, new criteria or changes in advance rates which have the effect of making more credit available.  Eligible Accounts shall not include any Account of Borrower or its Domestic Subsidiaries:

(a)that does not arise from the sale of goods or the performance of services by Borrower or a Domestic Subsidiary in the ordinary course of its business;

(b)(i) upon which Borrower’s or a Domestic Subsidiary’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition whatsoever or (ii) as to which Borrower or such Domestic Subsidiary is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process, or (iii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to Borrower’s or a Domestic Subsidiary’s completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer;

(c)to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account;

(d)that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor;

(e)with respect to which an invoice has not been sent to the applicable Account Debtor;

(f)that (i) is not owned by Borrower or a Domestic Subsidiary or (ii) is subject to any right, claim, security interest or other interest of any other Person, other than Permitted Encumbrances that are junior to the Lien of the Agent securing the Obligations);

(g)that arises from a sale to any Credit Party, director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party;

(h)that is the obligation of an Account Debtor that is the United States government or a political subdivision thereof, or any state, county or municipality or department, agency or instrumentality thereof to the extent such obligations in the aggregate exceed $2,500,000 unless Agent, in

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its sole discretion, has agreed to the contrary in writing and Borrower or the applicable Domestic Subsidiary, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, or any applicable state, county or municipal law restricting the assignment thereof with respect to such obligation;

(i)that is the obligation of an Account Debtor located in a foreign country other than Canada unless payment thereof is assured by a letter of credit assigned and delivered to Agent, satisfactory to Agent as to form, amount and issuer;

(j)to the extent Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to Borrower or any Subsidiary thereof but only to the extent of the potential offset;

(k)that arises with respect to goods that are delivered on a bill-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional;

(l)that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following:

(i)(x) the Account has not been paid and there has elapsed 120 (but not more than 150) days since its invoice date and the Account is not otherwise ineligible; (y) the Account has not been paid and there has elapsed more than 150 days since its invoice date; or (z) the Account has not been paid and there has elapsed more than 90 days since its due date and it is not an Account taken into account under clause (y);

(ii)the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or

(iii)a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors;

(m)that is the obligation of an Account Debtor if 50% or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (l) of this Section 1.7;

(n)as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien;

(o)as to which any of the representations or warranties in the Loan Documents are untrue;

(p)to the extent such Account is evidenced by a judgment, Instrument or, except in the case of a Rental, Chattel Paper;

(q)to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceed 10% of all Eligible Accounts, except as otherwise agreed by Agent;

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(r)that is payable in any currency other than Dollars;

(s)in the case of any Rental, is not subject to a written lease agreement; and

(t)in the case of any Rental, is not subject to a first priority security interest of Agent on behalf of Lenders, perfected by possession of all Chattel Paper related to such Rental by possession or by the filing of a financing statement, which financing statement indicates that a purchase of or security interest in such chattel paper by or in favor of any Person other than Agent or the trustee under the Senior Notes is violative of the rights of Agent.

1.8.Eligible Inventory.  All of the Inventory owned by the Borrower or any of its Domestic Subsidiaries and reflected in the most recent Borrowing Base Certificate delivered by Borrower to Agent shall be “Eligible Inventory” for purposes of this Agreement, except any Inventory to which any of the exclusionary criteria set forth below applies.  Agent shall have the right to establish, modify, or eliminate Reserves against Eligible Inventory from time to time in its reasonable credit judgment.  In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Inventory in its reasonable credit judgment exercised in good faith, subject to the approval of Supermajority Revolving Lenders in the case of adjustments, new criteria or changes in advance rates which have the effect of making more credit available.  Eligible Inventory shall not include any Inventory of Borrower or a Domestic Subsidiary that:

(a)is not owned by Borrower or a Domestic Subsidiary free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure Borrower’s or a Domestic Subsidiary’s performance with respect to that Inventory), except the Liens in favor of Agent, on behalf of itself and Lenders;

(b)(i) except in the case of Inventory on lease to customers in the ordinary course of business (w) is not located on premises located in a state of the United States of America or the District of Columbia owned, leased or rented by Borrower or a Domestic Subsidiary and set forth in Disclosure Schedule (5.12), (x) is stored at a leased location, unless Agent has given its prior consent thereto and unless (1) a reasonably satisfactory, landlord waiver has been delivered to Agent, or (2) Reserves in an amount equal to four months rent have been established with respect thereto, (y) is stored with a bailee or warehouseman or is in a processor or converter facility unless a reasonably satisfactory, acknowledged waiver or subordination of all Liens and claims by the bailee, warehouseman, processor or converter has been received by Agent or Reserves reasonably satisfactory to Agent have been established with respect thereto, or (z) is located at an owned location subject to a mortgage in favor of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent or Reserves reasonably satisfactory to Agent have been established with respect thereto, or (ii) is located at any site if the aggregate book value of Inventory at any such location is less than $100,000;

(c)is placed on consignment or is in transit, except for Inventory in transit between domestic locations of Credit Parties as to which Agent’s Liens have been perfected at origin and destination;

(d)is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favor of Agent and Lenders;

(e)is excess, obsolete, unsaleable, shopworn, seconds, damaged or unfit for sale;

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(f)consists of display items or packing or shipping materials, manufacturing supplies, work-in-process Inventory to the extent such work-in-process Inventory in the aggregate exceeds $5,000,000 or replacement parts;

(g)is not held for sale or lease in the ordinary course of Borrower’s or a Domestic Subsidiary’s business;

(h)is not subject to a first priority lien in favor of Agent on behalf of itself and Lenders subject to no other Lien other than Permitted Encumbrances that are junior to the Lien of Agent securing the Obligations;

(i)breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents;

(j)consists of any costs associated with “freight-in” charges, to the extent such “freight-in” charges can be determined by the Credit Parties;

(k)consists of Hazardous Materials or goods that can be transported or sold only with licenses that are not readily available;

(l)is not covered by casualty insurance in accordance with Section 2.2;

(m)is being leased to a third party as lessee subject to a lease that is not owned by Borrower or a Domestic Subsidiary or is subject to a lease owned by Borrower or a Domestic Subsidiary that is subject to a Lien (other than a Permitted Encumbrance); and

(n)is being leased to a third party as lessee (i) which has commenced a voluntary case or has consented to the entry of an order for relief in an involuntary case or to the conversion of an involuntary case to a voluntary case, under the Bankruptcy Code or (ii) with respect to which a court has entered a decree or order for relief in an involuntary case under the Bankruptcy Code.

1.9.Loan Accounts.  Agent shall maintain a loan account (the “Loan Account”) on its books to record:  all Advances, all payments made by Borrower, and all other debits and credits as provided in this Agreement with respect to the Loans or any other Obligations.  All entries in the Loan Account shall be made in accordance with Agent’s customary accounting practices as in effect from time to time.  The balance in the Loan Account, as recorded on Agent’s most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Agent and Lenders by Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect Borrower’s duty to pay the Obligations.  Agent shall render to Borrower a monthly accounting of transactions with respect to the Loans setting forth the balance of the Loan Account for the immediately preceding month.  Unless Borrower notifies Agent in writing of any objection to any such accounting (specifically describing the basis for such objection), within sixty (60) days after the date thereof, each and every such accounting shall, absent manifest error, be deemed final, binding and conclusive on Borrower in all respects as to all matters reflected therein.  Only those items expressly objected to in such notice shall be deemed to be disputed by Borrower.  Notwithstanding any provision herein contained to the contrary, any Lender may elect (which election may be revoked) to dispense with the issuance of Notes to that Lender and may rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it.

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1.10.Yield Protection; Illegality.

(a)Capital Adequacy and Other Adjustments.  In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, then Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided, however, that Borrower shall not be required to compensate any Lender pursuant to this paragraph for any amounts incurred more than 180 days prior to the date that such Lender notifies Borrower of such Lender’s intention to claim compensation therefor, and provided, further, that if the circumstances giving rise to such claim have a retroactive effect, then such 180-day period shall be extended to include the period of such retroactive effect.  A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Borrower and Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

(b)Increased LIBOR Funding Costs; Illegality.  Notwithstanding anything to the contrary contained herein, if the introduction of or any change in any law, rule, regulation, treaty or directive (or any change in the interpretation thereof) shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender to agree to make or to make or to continue to fund or maintain any LIBOR Loan, then, unless that Lender is able to make or to continue to fund or to maintain such LIBOR Loan at another branch or office of that Lender without, in that Lender’s opinion, adversely affecting it or its Loans or the income obtained therefrom, on notice thereof and demand therefor by such Lender to Borrower through Agent, (i) the obligation of such Lender to agree to make or to make or to continue to fund or maintain LIBOR Loans shall terminate and (ii) Borrower shall forthwith prepay in full all outstanding LIBOR Loans owing to such Lender, together with interest accrued thereon, unless Borrower, within five (5) Business Days after the delivery of such notice and demand, converts all LIBOR Loans into Index Rate Loans.  If, after the date hereof, the introduction of, change in or interpretation of any law, rule, regulation, treaty or directive would impose or increase reserve requirements (other than as taken into account in the definition of LIBOR) or otherwise increase the cost to any Lender of making or maintaining a LIBOR Loan, then Borrower shall from time to time within fifteen (15) days after notice and demand from Agent (together with the certificate referred to in the next sentence) pay to Agent, for the account of all such affected Lenders, additional amounts sufficient to compensate such Lenders for such increased cost; provided, however, that Borrower shall not be required to compensate any Lender pursuant to this paragraph for any amounts incurred more than 180 days prior to the date that such Lender notifies Borrower of such Lender’s intention to claim compensation therefor, and provided, further, that if the circumstances giving rise to such claim have a retroactive effect, then such 180-day period shall be extended to include the period of such retroactive effect.  A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by Agent on behalf of all such affected Lenders to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes.

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1.11.Taxes.

(a)No Deductions.  Subject to the immediately succeeding sentence and Section 1.11(c) below, any and all payments or reimbursements made hereunder or under the Notes or other Loan Documents shall be made free and clear of and without deduction for any and all Charges, taxes, levies, imposts, deductions or withholdings, and all liabilities with respect thereto of any nature whatsoever imposed by any taxing authority, excluding such Charges, taxes, levies, imposts, deductions or withholdings to the extent imposed on Agent’s or a Lender’s net income (including franchise taxes, capital taxes, minimum taxes and other taxes imposed in lieu of net income taxes) by the jurisdiction in which Agent or such Lender is organized or is engaged in business (including the jurisdiction in which a lending office is located) (“Excluded Taxes”).  Except as otherwise provided in this Section 1.11, if any Credit Party shall be required by current or future law to deduct any such amounts from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or Agent, then the sum payable hereunder shall be increased as may be necessary so that, after making all required deductions, such Lender or Agent receives an amount equal to the sum it would have received had no such deductions been made.  All required deductions shall be complied with and paid over to the relevant taxing authority or other Governmental Authority in accordance with applicable law.  Notwithstanding anything to the contrary, no Credit Party shall have any obligation to increase the sum payable hereunder or under any other Loan Document (or pay additional amounts) pursuant to this Section 1.11(a) with respect to any taxes, deductions or withholdings that are in effect and would apply to a payment hereunder or under any other Loan Document made to any Lender that changes its applicable lending office to an office outside the United States as of the date of such change of the applicable lending office.

(b)Changes in Laws.  In the event that, subsequent to the Closing Date, (1) any changes in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (2) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (3) compliance by Agent or any Lender with any request or directive (whether or not having the force of law) from any Governmental Authority:

(i)does or shall subject Agent or any Lender to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made or Letters of Credit issued hereunder, or change the basis of taxation of payments to Agent or such Lender of principal, fees, interest or any other amount payable hereunder (except, in each case, for Excluded Taxes and any changes with respect thereto and taxes that are covered by Section 1.11(a), 1.11(f) or 1.11(g)); or

(ii)does or shall impose on Agent or any Lender any other condition or increased cost in connection with the transactions contemplated hereby or participations herein;

and the result of any of the foregoing is to increase the cost to Agent or any such Lender of issuing any Letter of Credit or making or continuing any Loan hereunder, as the case may be, or to reduce any amount receivable hereunder or under any other Loan Document, then, in any such case, subject to Section 1.11(c) below and without duplication, Credit Parties shall promptly pay to Agent or such Lender, upon its demand, any additional amounts necessary to compensate Agent or such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as determined by Agent or such Lender with respect to this Agreement or the other Loan Documents.  If Agent or such Lender becomes entitled to claim any additional amounts pursuant to this Section 1.11(b), it shall promptly notify Borrower of the event by reason of which Agent or such Lender has become so entitled.  A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or such Lender to Borrower (with a copy to Agent) shall, absent manifest error, be final, conclusive and binding for all purposes.

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(c)Tax Certificate. Prior to becoming a Lender under this Agreement and on or before a previously delivered Certificate of Exemption (defined below) expires or becomes inapplicable or obsolete, other than by reason of a change in the applicable rules as in effect at the time the Lender becomes a Lender under this Agreement, each Lender organized under the laws of a jurisdiction outside the United States (a “Foreign Lender”) shall provide to Borrower Representative and Agent (i) a properly completed and executed IRS Form W-8BEN (claiming a complete exemption or a reduction under an applicable treaty) or Form W-8ECI plus any additional form, certificate or document or a successor form prescribed by the IRS of the United States, certifying as to such Foreign Lender’s entitlement to a complete exemption from or a reduction in United States federal withholding tax under the applicable rules as in effect at the time the Lender becomes a Lender under this Agreement with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes, or (ii) in the case of a Foreign Lender that is not a “bank” (within the meaning of Section 881(c)(3)(A) of the IRC), cannot claim an exemption under any applicable treaty and meets the qualifications under the “portfolio interest” exemption rules, a properly completed and executed IRS Form W-8BEN and a written certificate to the effect that such Foreign Lender is eligible for a complete exemption under the applicable rules as in effect at the time the Lender becomes a Lender under this Agreement under Section 871(h) or 881(c) of the IRC (in each case, a “Certificate of Exemption”).  Notwithstanding anything to the contrary, if a Foreign Lender is unable to provide or does not provide a Certificate of Exemption to Borrower and Agent claiming a complete exemption from United States withholding tax within the time periods set forth in the preceding sentence, other than by reason of a change in the applicable rules as in effect at the time the Lender becomes a Lender under this Agreement, Credit Parties shall withhold taxes from payments to such Foreign Lender at the applicable statutory and treaty rates (taking into account such Foreign Lender’s compliance with applicable certification requirements), and Credit Parties shall not be required to pay any additional amounts under Section 1.11(a) as a result of such withholding, provided that such withholding shall cease (or be reduced to the applicable treaty rate) upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Agent and provided further that Credit Parties shall be required to pay additional amounts under Section 1.11(a) in respect of any additional taxes withheld in excess of the initial rate of United States federal withholding tax indicated in the initial Certificate of Exemption by reason of a change in the applicable rules as in effect at the time the Foreign Lender becomes a Lender under this Agreement.  In addition, each Lender shall from time to time, at a reasonable written request of any Credit Party or Agent, provide other certificates or forms that are necessary in order for payments made hereunder or under the Notes to be qualified for an exemption from, or a reduction in, withholding taxes or deductions.

(d)If a Credit Party is required to increase the sum payable hereunder (or pay additional amounts) to any Lender or Agent pursuant to this Section 1.11, such Lender or Agent shall, at the request of the Credit Party, change the jurisdiction of its applicable lending office if such change (i) will eliminate or reduce any such increase in the payment obligation (or additional amounts) and (ii) is, at such Lender’s sole discretion, determined not to be materially disadvantageous to such Lender.

(e)To the extent any Lender is able (as determined by the Lender in its sole discretion) to apply or otherwise take advantage of any tax credit or refund in conjunction with any taxes, deductions or withholdings which give rise to an obligation on a Credit Party to pay an increased sum or additional amounts pursuant to this Section 1.11, such Lender shall pay the amount of such tax credit or refund (net of any expenses) to the Credit Party.

(f)In addition, the Credit Parties agree to pay any current or future stamp or documentary taxes or any other excise or property taxes, charges, assessments or similar levies (excluding, for avoidance of doubt, any Excluded Taxes) that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the other Loan Documents or any Loans made or Letters of Credit issued hereunder (“Other Taxes”).

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(g)The Credit Parties will indemnify each Lender and the Agent for the full amount of non-Excluded Taxes and Other Taxes paid by such Lender or the Agent, as the case may be, and any liability (including penalties, interest and expenses other than penalties, interest and expenses resulting from the Lender’s gross negligence) arising therefrom or with respect thereto, whether or not such non-Excluded Taxes or Other Taxes were correctly or legally asserted by the relevant taxing authority or other Governmental Authority.  Such indemnification shall be made within 30 days after the date any Lender or the Agent, as the case may be, makes written demand therefor.  Notwithstanding the foregoing, the Credit Parties shall not be required to provide any indemnity pursuant to the preceding sentence with respect to taxes, deductions or withholdings (and any liability relating thereto) for which the Credit Parties would have no obligation to increase the sum payable hereunder (or pay additional amounts) pursuant to Section 1.11(a) or 1.11(c).

(h)Within 30 days after the date of any payment of non-Excluded Taxes or Other Taxes described in Section 1.11(f) above withheld by a Credit Party in respect of any payment to any Lender (or Assignee Lender) or the Agent, the Credit Party will furnish to the Agent, at its address referred to on the signature pages hereof, the original or a certified copy of any available receipt evidencing payment thereof.

SECTION 2.

AFFIRMATIVE COVENANTS

Each Credit Party executing this Agreement jointly and severally agrees as to all Credit Parties that from and after the date hereof and until the Termination Date:

2.1.Compliance With Laws and Contractual Obligations.  Each Credit Party will (a) comply with and shall cause each of its Subsidiaries to comply with (i) the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including, without limitation, laws, rules, regulations and orders relating to taxes, employer and employee contributions, securities, employee retirement and welfare benefits, environmental protection matters and employee health and safety) as now in effect and which may be imposed in the future in all jurisdictions in which such Credit Party or any of such Credit Party’s Subsidiaries is now doing business or may hereafter be doing business and (ii) the obligations, covenants and conditions contained in all Contractual Obligations of such Credit Party or any of its Subsidiaries other than those laws, rules, regulations, orders and provisions of such Contractual Obligations the noncompliance with which could not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and except for Contractual Obligations contested in good faith, and (b) maintain or obtain and shall cause each of its Subsidiaries to maintain or obtain all licenses, qualifications and permits now held or hereafter required to be held by such Credit Party or any of its Subsidiaries, for which the loss, suspension, revocation or failure to obtain or renew, could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.  This Section 2.1 shall not preclude any Credit Party or its Subsidiaries from contesting any taxes or other payments, if they are being diligently contested in good faith in a manner which stays enforcement thereof and if appropriate expense provisions have been recorded in conformity with GAAP, subject to Section 3.2(a).  Each Credit Party represents and warrants that it (i) is in compliance and each of its Subsidiaries is in compliance with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority and the obligations, covenants and conditions contained in all Contractual Obligations other than those laws, rules, regulations, orders and provisions of such Contractual Obligations the noncompliance with which could not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (ii) maintains and each of its Subsidiaries maintains all licenses, qualifications and permits referred to above.

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2.2.Insurance; Damage to or Destruction of Collateral.

(a)The Credit Parties shall, at their sole cost and expense, maintain with financially sound and reputable insurance companies, insurance on all their property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption coverage) as are usually insured against in the same general area by companies engaged in the same or a similar business.  Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the event of any non-renewal, cancellation or amendment of any such insurance policy.  If any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto that Agent deems advisable.  Agent shall have no obligation to obtain insurance for any Credit Party or pay any premiums therefor.  By doing so, Agent shall not be deemed to have waived any Default or Event of Default arising from any Credit Party’s failure to maintain such insurance or pay any premiums therefor.  All sums so disbursed, including reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Agent and shall be additional Obligations hereunder secured by the Collateral.

(b)Agent reserves the right at any time upon any change in any Credit Party’s risk profile (including any change in the product mix maintained by any Credit Party or any laws affecting the potential liability of such Credit Party) to require additional forms and limits of insurance to, in Agent’s opinion, adequately protect both Agent’s and Lenders’ interests in all or any portion of the Collateral and to ensure that each Credit Party is protected by insurance in amounts and with coverage customary for its industry.  If reasonably requested by Agent, each Credit Party shall deliver to Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Agent, with respect to its insurance policies.

(c)Each Credit Party shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all “All Risk” and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and an assignment to Agent of business interruption insurance and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured.  Each Credit Party irrevocably makes, constitutes and appoints Agent (and all officers, employees or agents designated by Agent), so long as any Default or Event of Default has occurred and is continuing or the anticipated insurance proceeds exceed $10,000,000, as each Credit Party’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such “All Risk” policies of insurance, endorsing the name of each Credit Party on any check or other item of payment for the proceeds of such “All Risk” policies of insurance and for making all determinations and decisions with respect to such “All Risk” policies of insurance.  Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney.  Borrower shall promptly notify Agent of any loss, damage, or destruction to the Collateral in the amount of $1,000,000 or more, whether or not covered by insurance.  After deducting from any insurance proceeds the expenses, if any, incurred by Agent in the collection or handling thereof, Agent may, at its option, apply such proceeds to the reduction of the Obligations in accordance with Section 1.5(f), provided that in the case of insurance proceeds pertaining to any Credit Party other than Borrower, such insurance proceeds shall be applied as if Borrower owned the property that generated such proceeds.  Notwithstanding the foregoing, Agent shall permit the applicable Credit Party to use such insurance proceeds to replace, restore, repair or rebuild the property; provided that if such Credit Party has not completed or entered into binding agreements to complete such replacement, restoration, repair or rebuilding within 365 days of such casualty, a prepayment under Section 1.5(f) in the amount of any then unutilized insurance proceeds shall become due and payable; provided further that in the case of

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insurance proceeds pertaining to any Credit Party other than Borrower, such insurance proceeds shall be applied as if Borrower owned the property that generated such proceeds.

2.3.Inspection; Lender Meeting.  Each Credit Party shall permit any authorized representatives of Agent to visit, audit and inspect any of the properties of such Credit Party and its Subsidiaries, including its and their financial and accounting records, and to make copies and take extracts therefrom, and to discuss its and their affairs, finances and business with its and their officers and certified public accountants, at such reasonable times during normal business hours and as often as may be reasonably requested.  Representatives of each Lender will be permitted to accompany representatives of Agent during each visit, inspection and discussion referred to in the immediately preceding sentence, at the expense of such Lender or, following an Event of Default, at the expense of such Credit Party.  Without in any way limiting the foregoing, each Credit Party will participate and will cause key management personnel of each Credit Party and its Subsidiaries to participate in a meeting with Agent and Lenders at least once during each year, which meeting shall be held at such time and such place as may be reasonably requested by Agent.

2.4.Organizational Existence.  Except as otherwise permitted by Section 3.6, each Credit Party will and will cause its Subsidiaries to at all times preserve and keep in full force and effect its organizational existence and all rights and franchises material to its business.

2.5.Environmental Matters.  Each Credit Party shall and shall cause each Person within its control to:  (a) conduct its operations and keep and maintain its Real Estate in compliance with all Environmental Laws and Environmental Permits other than noncompliance that could not reasonably be expected to have a Material Adverse Effect; (b) implement any and all investigation, remediation, removal and response actions that are appropriate or necessary to comply with Environmental Laws and Environmental Permits pertaining to the presence, generation, treatment, storage, use, disposal, transportation or Release of any Hazardous Material on, at, in, under, above, to, from or about any of its Real Estate; (c) notify Agent promptly after such Credit Party or any Person within its control becomes aware of any violation of Environmental Laws or Environmental Permits or any Release on, at, in, under, above, to, from or about any Real Estate that is reasonably likely to result in Environmental Liabilities to a Credit Party or its Subsidiaries in excess of $500,000; and (d) promptly forward to Agent a copy of any order, notice, request for information or any communication or report received by such Credit Party or any Person within its control in connection with any such violation or Release or any other matter relating to any Environmental Laws or Environmental Permits that could reasonably be expected to result in Environmental Liabilities in excess $500,000, in each case whether or not the Environmental Protection Agency or any Governmental Authority has taken or threatened any action in connection with any such violation, Release or other matter.  If Agent at any time has a reasonable basis to believe that there may be a violation of any Environmental Laws or Environmental Permits by any Credit Party or any Person under its control or any Environmental Liability arising thereunder, or a Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate, that, in each case, could reasonably be expected to have a Material Adverse Effect, then each Credit Party and its Subsidiaries shall, upon Agent’s written request (i) cause the performance of such environmental audits including subsurface sampling of soil and groundwater, and preparation of such environmental reports, at Borrowers’ expense, as Agent may from time to time reasonably request, which shall be conducted by reputable environmental consulting firms reasonably acceptable to Agent and shall be in form and substance reasonably acceptable to Agent, and (ii) permit Agent or its representatives to have access to all Real Estate for the purpose of conducting such environmental audits and testing as Agent deems appropriate, including subsurface sampling of soil and groundwater.  Borrower shall reimburse Agent for the costs of such audits and tests and the same will constitute a part of the Obligations secured hereunder.

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2.6.Omitted..

2.7.Conduct of Business.  Each Credit Party shall at all times maintain, preserve and protect all of its assets and properties used or useful in the conduct of its business, and keep the same in good repair, working order and condition in all material respects (taking into consideration ordinary wear and tear) and from time to time make, or cause to be made, all necessary or appropriate repairs, replacements and improvements thereto consistent with industry practices.

2.8.Further Assurances.

(a)Each Credit Party shall, from time to time, execute such guaranties, financing statements, documents, control agreements, security agreements and reports as Agent or Requisite Lenders at any time may reasonably request to evidence, perfect or otherwise implement the guaranties and security for repayment of the Obligations contemplated by the Loan Documents.  Within ten (10) Business Days following the date hereof, Borrower shall obtain and deliver to Agent a good standing certificate from the State of Alabama, dated no earlier than January 28, 2004, for Southern Construction Products, Inc.  Within five Business Days following the Closing Date , Borrower shall cause to be delivered to Agent the endorsements described in Section 2.2(c).  Within thirty (30) days following the Closing Date, Borrower shall open a new deposit account and shall designate such deposit account as the Disbursement Account.  Within sixty (60) days following the Closing Date, Borrower (i) shall use its reasonable efforts to remove of record liens recorded against the trademarks listed on Schedule 2.8 by Continental Illinois National Bank and Trust Company of Chicago and (ii) shall cause to be removed of record the financing statements filed by Union Bank of California, N.A. and listed on Schedule 2.8.  On or prior to December 31, 2004, Borrower shall cause all Domestic Subsidiaries of Borrower (other than Symons) to be merged into Borrower, with Borrower being the survivor of such mergers, provided that no such merger shall be required to the extent that such merger shall have a Material Adverse Effect on Borrower or such Domestic Subsidiary or shall require the payment of material sums to any Person whose consent is required for any such merger and no such merger shall be required until Borrower and such Domestic Subsidiary, through diligent efforts, have complied with any legal or regulatory and obtained any necessary consents or approvals from applicable Governmental Authorities.

(b)At the request of Agent with respect to any real property now owned or hereafter acquired by any Credit Party, such Credit Party shall deliver to Agent a fully executed mortgage or deed of trust over such ownership or other interest in real property in form and substance reasonably satisfactory to Agent in favor of Agent for the benefit of Agent and the Lenders, together with such title insurance policies, surveys, appraisals, evidence of insurance, legal opinions, environmental assessments and other documents and certificates as shall reasonably be required by Agent.

(c)Borrower shall (i) cause each Person, upon its becoming a Subsidiary of Borrower (provided that this shall not be construed to constitute consent by any of the Lenders to any transaction referred to above which is prohibited by the terms of this Agreement), promptly, in the event that such Subsidiary is a Domestic Subsidiary, to execute and deliver this Agreement as a Credit Party and to guaranty the Obligations and to grant to Agent, for the benefit of Agent and Lenders, a security interest in the real, personal and mixed property of such Person to secure the Obligations and (ii) pledge, or cause to be pledged, to Agent all of the Stock of such Subsidiary (if such Subsidiary is a Domestic Subsidiary) or 65% of the Stock of such Subsidiary (if such Subsidiary is a Foreign Subsidiary directly owned by Borrower or by a Domestic Subsidiary) to secure the Obligations.  The documentation for such guaranty, security and pledge shall be substantially similar to the Loan Documents executed concurrently herewith with such modifications as are reasonably requested by Agent and shall be accompanied by such certificates, legal opinions and other documents as may be reasonably requested by Agent.

(d)After the acquisition by Borrower or any of its Subsidiaries of assets or personal property of the type that would have constituted Collateral on the Closing Date, including investments of

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the type that would have constituted Collateral on the Closing Date, Borrower will promptly upon request by Agent take, or will cause their Subsidiaries to take, all necessary action, including (i) the filing of appropriate financing statements under the applicable provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, (ii) the execution and delivery of Control Agreements, and (iii) the notation of the Lien of Agent on any certificate of title, in each case, to create and perfect a Lien in such Collateral (or comparable interest under foreign law in the case of foreign Collateral) pursuant to and to the full extent required by the Security Agreements and this Agreement.

2.9.[Reserved].

2.10.Cash Management Systems.  Borrower shall, and shall cause each other Credit Party to, enter into Control Agreements with respect to each deposit account maintained by Borrower or any Subsidiary of Borrower (other than any payroll account so long as such payroll account is a zero balance account) as of or after the Closing Date.  Each such deposit account control agreement shall be in form and substance satisfactory to Agent.  The Borrower and each Guarantor shall enter into and maintain with one or more banks and pursuant to agreements inform and substance satisfactory to Agent, lock box arrangements, it being understood that unless an Event of Default shall be continuing and notice has been given by Agent in accordance with the applicable Blocked Account Agreement, amounts credited to the lock-box account will not be transferred on a daily basis to the Agent’s and shall be available to Borrower and each such Guarantor. 

SECTION 3.

NEGATIVE COVENANTS

Each Credit Party executing this Agreement jointly and severally agrees as to all Credit Parties that from and after the date hereof until the Termination Date:

3.1.Indebtedness.  The Credit Parties shall not and shall not cause or permit their Subsidiaries directly or indirectly to create, incur, assume or otherwise become directly or indirectly liable with respect to any Indebtedness (other than pursuant to a Contingent Obligation permitted under Section 3.4) except:

(a)the Obligations;

(b)Indebtedness consisting of intercompany loans and advances made by Borrower to Symons or by Symons to Borrower or by Borrower to any one or more of Dur-O-Wall, Aztech or DSC; provided, that:  (i) the obligor under any such loan shall have executed and delivered to the obligee thereof, on the Closing Date, a demand note (collectively, the “Intercompany Notes”) to evidence any such intercompany Indebtedness owing at any time by such obligor, which Intercompany Notes shall be in form and substance reasonably satisfactory to Agent and shall be pledged and delivered to Agent pursuant to the applicable Pledge Agreement or Security Agreement as additional collateral security for the Obligations; (ii) the obligee of such Intercompany Note shall record all intercompany transactions on its books and records in a manner reasonably satisfactory to Agent; (iii) the obligations of each obligor under any such Intercompany Notes shall be subordinated to the Obligations of such obligor in a manner reasonably satisfactory to Agent; (iv) at the time any such intercompany loan or advance is made by any such obligor and after giving effect thereto, each party to such intercompany loan shall be Solvent; (v) after giving effect to such intercompany loan Borrowing Availability shall be at least $10,000,000, and (vi) no Default or Event of Default would occur and be continuing after giving effect to any such proposed intercompany loan;

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(c)Indebtedness of Borrower under the Senior Notes;

(d)Indebtedness of Borrower under the Senior Subordinated Notes;

(e)Indebtedness of Borrower and its Subsidiaries outstanding on the date hereof and listed on Schedule 3.1 reduced by any scheduled mandatory amortization payments or mandatory prepayments when actually paid and permanent reductions thereof;

(f)Indebtedness arising from agreements of Borrower or a Subsidiary of Borrower providing for indemnification, adjustment of purchase price, earn out or other similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or Subsidiary of Borrower, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; provided that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by Borrower and its Subsidiaries in connection with such disposition and such disposition was permitted by the terms of this Agreement;

(g)unsecured Indebtedness issued or acquired in connection with a Permitted Acquisition in an amount reflected on the consolidated balance sheet of Borrower not to exceed $7,500,000 on the date of issuance; provided that the final maturity of such Indebtedness is after the final maturity of the Senior Notes

(h)Indebtedness not to exceed $5,000,000 in aggregate principal or notional principal amount at any time outstanding secured by purchase money Liens or incurred with respect to Capital Leases;

(i)any other unsecured Indebtedness not to exceed $5,000,000 in aggregate principal amount at any time outstanding;

(j)unsecured Indebtedness of Borrower or any Subsidiary thereof permitted under Section 4.09 of the Senior Notes Indenture (other than Permitted Indebtedness as defined therein) and Section 4.09 of the Senior Subordinated Notes Indenture (other than Permitted Indebtedness as defined therein);

(k)any Refinancing Indebtedness;

(l)Indebtedness of Dayton Superior Canada Ltd. in a principal amount not exceeding $5,000,000 or its equivalent in Canadian dollars outstanding at any time, provided, that (i) the credit agreement and related documents are in form and substance reasonably satisfactory to Agent and (ii) no other Credit Party shall have any liability with respect to such Indebtedness or shall provide any collateral security or other support with respect thereto; and

(m)Contingent Obligations permitted pursuant to Section 3.4 hereof.

3.2.Liens and Related Matters.

(a)No Liens.  The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly create, incur, assume or permit to exist any Lien on or with respect to any property or asset of such Credit Party or any such Subsidiary, whether now owned or hereafter acquired, or any income or profits therefrom, except Permitted Encumbrances.

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(b)No Negative Pledges.  The Credit Parties shall not and shall not cause or permit their Domestic Subsidiaries to directly or indirectly enter into or assume any agreement (other than the Loan Documents, any Capital Lease permitted by this Agreement (as to the assets subject to such Capital Lease) and, on substantially the same terms of such agreement as in effect on the date hereof, the Senior Notes Indenture and the Senior Subordinated Notes Indenture) prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, unless such prohibition is contained in Indebtedness incurred or assumed in connection with a Permitted Acquisition and such prohibition permits all Permitted Encumbrances.

(c)No Restrictions on Subsidiary Distributions to Borrower.  Except as provided herein, the Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to:  (1) pay dividends or make any other distribution on any of such Subsidiary’s Stock owned by Borrower or any other Subsidiary; (2) pay any Indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; or (4) transfer any of its property or assets to Borrower or any other Subsidiary, in each case except as permitted by Section 4.08 of the Senior Notes Indenture as in effect on the date hereof and without regard to any waiver of any such provision.

3.3.Investments.  The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly make or own any Investment in any Person except:

(a)Investments in cash and Cash Equivalents subject to (in all cases other than with respect to any payroll account so long as such payroll account is a zero balance account) Control Agreements in favor of Agent; provided that such cash and Cash Equivalents are not subject to setoff rights;

(b)intercompany loans to other Credit Parties to the extent permitted under Section 3.1;

(c)loans and advances to employees and officers of Borrower and its Subsidiaries for bona fide business purposes in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding; and

(d)Currency Agreements, Hedging Agreements and Interest Rate Agreements entered into by Borrower and its Subsidiaries in the ordinary course of business and otherwise in compliance with this Agreement and not for purposes of speculation;

(e)Investments by Borrower and its Subsidiaries in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or in good faith settlement of delinquent obligations of such trade creditors or customers;

(f)Investments made by Borrower or its Subsidiaries as a result of consideration received in connection with an Asset Disposition made in compliance with Section 3.7;

(g)accounts receivable and extended payment terms of Borrower and its Subsidiaries provided to customers that are made, created or acquired in the ordinary course of business;

(h)guarantees by Borrower or a Subsidiary of Borrower permitted to be incurred under this Agreement;

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(i)other Investments of Borrower and its Subsidiaries to the extent paid for with Qualified Capital Stock of the Company.

(j)Investments of Borrower and its Subsidiaries existing on June 9, 2003 or made pursuant to commitments existing on June 9, 2003;

(k)any Investment in a Person engaged in a business permitted under Section 3.9 in an amount, taken together with all other Investments made pursuant to this clause (k) that are at that time outstanding, not to exceed $10,000,000; and

(l)Permitted Acquisitions made by Borrower and its Domestic Subsidiaries.

3.4.Contingent Obligations.  The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly create or become or be liable with respect to any Contingent Obligation except:

(a)Letter of Credit Obligations;

(b)those arising from Interest Rate Agreements of Borrower or any of its Subsidiaries covering Indebtedness of Borrower or any of its Subsidiaries; provided that any Indebtedness to which any such Interest Rate Agreement corresponds is otherwise permitted to be incurred under this Agreement; and provided, further, that such Interest Rate Agreements are entered into, in the judgment of Borrower, to protect Borrower or any of its Subsidiaries from fluctuations in interest rates on its outstanding Indebtedness and not for purposes of speculation;

(c)those arising from Hedging Agreements and Currency Agreements so long as such agreement has been entered into in the ordinary course of business and not for purposes of speculation;

(d)guarantees by Borrower and the Guarantors of the Indebtedness of Borrower or any of its Subsidiaries; provided that such Indebtedness is permitted to be incurred under this Agreement and (i) in the case of Indebtedness under Section 3.1(c), such guarantees are required by the terms of the Senior Notes Indenture as in effect on the Closing Date, (ii) in the case of Indebtedness under Section 3.1(d), such guarantees are required by the terms of the Senior Subordinated Notes Indenture, as in effect on the Closing Date, (iii) in the case of Indebtedness under Section 3.1(e), such guarantees were outstanding on the Closing Date, and (iv) in the case of Indebtedness under Section 3.1(f), such guarantees were required by the agreements referred to in such Section as of the date of execution and delivery thereof; provided, further, that any such guarantee is subordinated to the Obligations to the same extent as the Indebtedness guaranteed;

(e)those arising from performance and surety bonds and completion guarantees provided by Borrower or any Subsidiary of Borrower in the ordinary course of business not in excess of $2,000,0000 in the aggregate outstanding at any time;

(f)those arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness is extinguished within five Business Days of incurrence;

(g)omitted;

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(h)those existing on the Closing Date and described in Schedule 3.4; and

(i)those arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent mortgagee title insurance policies;

3.5.Restricted Payments.  The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly declare, order, pay, make or set apart any sum for any Restricted Payment, except:

(a)if no Default or Event of Default shall have occurred and be continuing or shall occur as a consequence thereof and if after giving effect thereto and to any Obligations incurred in connection therewith, Borrowing Availability is at least $40,000,000, Borrower may (i) purchase, prepay, acquire or retire for value Senior Notes or (ii) make Restricted Payments of the type described in clause (a) through (e) of the definition of “Restricted Payments” if such purchase, prepayment, acquisition, retirement or Restricted Payment is not prohibited by any of clauses (i) through (iii) of Section 4.07 of the Senior Notes Indenture, without regard to any waiver thereof and is not prohibited by any of clauses (i) through (iii) of Section 4.07 of the Senior Subordinated Notes Indenture, without regard to any waiver thereof;

(b)if no Default or Event of Default shall have occurred and be continuing or shall occur as a consequence thereof and if after giving effect thereto and to any Obligations incurred in connection therewith, Borrowing Availability is at least $40,000,000, Borrower may pay any dividend or consummate any irrevocable redemption within 60 days after the date of declaration of such dividend or notice of such redemption if the dividend or payment of the redemption price, as the case may be, would have been permitted under this Agreement on the date of declaration or notice;

(c)if no Default or Event of Default shall have occurred and be continuing or shall occur as a consequence thereof, the acquisition of any shares of Stock of Borrower (the “Retired Capital Stock”) either (i) solely in exchange for shares of Qualified Capital Stock of Borrower (the “Refunding Capital Stock”) or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of Borrower) of shares of Qualified Capital Stock of Borrower and, in the case of subclause (i) of this paragraph (a), if immediately prior to the retirement of the Retired Capital Stock the declaration and payment of dividends thereon was permitted under paragraph (c) of this Section 3.5, the declaration and payment of dividends on the Refunding Capital Stock in an aggregate amount per year no greater than the aggregate amount of dividends per annum that was declarable and payable on such Retired Capital Stock immediately prior to such retirement; provided that at the time of the declaration of any such dividends on the Refunding Capital Stock, no Default or Event of Default shall have occurred and be continuing or shall occur as a consequence thereof;

(d)if no Default or Event of Default shall have occurred and be continuing or shall occur as a consequence thereof, the acquisition of any Indebtedness of the Company that is subordinate or junior in right of payment to the Obligations either (i) solely in exchange for shares of Qualified Capital Stock of Borrower or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of Borrower) of (A) shares of Qualified Capital Stock of Borrower or (B) Refinancing Indebtedness;

(e)if no Default or Event of Default shall have occurred and be continuing or shall occur as a consequence thereof, the declaration and payment of dividends to holders of any class or series of Disqualified Capital Stock issued after June 9, 2003 (including, without limitation, the declaration and payment of dividends on Refunding Capital Stock in excess of the dividends declarable and payable thereon pursuant to paragraph (c) of this Section 3.5); provided that, at the time of such issuance,

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Borrower, after giving effect to such issuance (i) on a pro forma basis, would have been able to incur $1.00 of additional Indebtedness (other than “Permitted Indebtedness” as defined in the Senior Notes Indenture or Senior Subordinated Notes Indenture) in compliance with Section 4.09 of the Senior Notes Indenture without regard to any waiver thereof and in compliance with Section 4.09 of the Senior Subordinated Notes Indenture without regard to any waiver thereof and (ii) and if after giving effect to any Obligations incurred in connection therewith, Borrowing Availability is at least $40,000,000;

(f)if no Default or Event of Default shall have occurred and be continuing or shall occur as a consequence thereof, the redemption or repurchase of Borrower’s common equity or options in respect thereof, in each case in connection with the repurchase provisions of employee stock option or stock purchase agreements or other agreements to compensate management employees; provided that all such redemptions or repurchases pursuant to this paragraph (f) shall not exceed $2,500,000 (with unused amounts in any fiscal year being carried over to succeeding Fiscal Years subject to a maximum of $5,000,000 in any Fiscal Year) in any Fiscal Year (which amount shall be increased by the amount of any net cash proceeds received from the sale since June 9, 2003 of Qualified Capital Stock of Borrower to members of Borrower’s or any of its Subsidiaries’ management team that have not otherwise been applied to the payment of Restricted Payments pursuant to the terms of clause (iii) of Section 4.07 of the Senior Notes Indenture as in effect on the Closing Date and by the cash proceeds of any “key-man” life insurance policies that are used to make such redemptions or repurchases) since June 9, 2003; provided, further, that the cancellation of Indebtedness owing to Borrower from members of management of Borrower or any of its Subsidiaries in connection with any repurchase of Stock of Borrower (or warrants or options or rights to acquire such Stock) will not be deemed to constitute a Restricted Payment under this Agreement;

(g)repurchases of Stock deemed to occur upon the exercise of stock options if such Stock represents a portion of the exercise price thereof;

(h)Omitted;

(i)if no Default or Event of Default shall have occurred and be continuing or shall occur as a consequence thereof, other Restricted Payments in an aggregate amount not to exceed $5,000,000; and

(j)if no Default or Event of Default shall have occurred and be continuing or shall occur as a consequence thereof, the purchase, prepayment, acquisition or retirement for value of Senior Subordinated Notes with up to $15,000,000 in the aggregate during the term of this Agreement, so long as after giving effect thereto and the incurrence of any Obligations in connection therewith, Borrowing Availability shall be at least $30,000,000; and

(k)Borrower may make regularly scheduled cash interest payments pursuant to the terms of the Senior Subordinated Notes as in effect on the Closing Date subject to the terms of Article 10 of the Senior Subordinated Notes Indenture; and

(l)Borrower may pay merger and acquisition advisory fees in connection with Permitted Acquisitions in an amount not exceeding one percent (1%) of the transaction value, and reasonable out-of-pocket expense reimbursements payable to Odyssey Investment Partners, LLC; provided, that no Default or Event of Default exists at the time of any such Restricted Payment or would occur as a result thereof.

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3.6.Restriction on Fundamental Changes.

(a)The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly: (i) amend, modify or waive any term or provision of its organizational documents, including its articles of incorporation, certificates of designations pertaining to preferred stock, by-laws, partnership agreement or operating agreement that is adverse to Lenders, unless required by law; (ii) enter into any transaction of merger or consolidation except, upon not less than five (5) Business Days prior written notice to Agent, (A) any wholly-owned Subsidiary of Borrower may be merged with or into Borrower (provided that Borrower is the surviving entity) orwith or into any other wholly-owned Subsidiary of Borrower (which must be a Domestic Subsidiary of Borrower if the Subsidiary being merged is a Domestic Subsidiary of Borrower) and (B) Borrower may become a wholly-owned Subsidiary of a corporation organized under the laws of any State of the United States of America so long as (x) no Change of Control results, (y) the new parent of Borrower is a newly formed single-purpose entity and (z) the new parent guarantees the Obligations and secures the Obligations with a pledge in favor of Agent of all of the Stock of Borrower and a general security agreement in favor of Agent over all of its assets, in each case, in form substantially similar to the Loan Documents executed concurrently herewith and delivers to Agent such legal opinions as Agent shall have requested in connection therewith; (iii) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), except that any wholly-owned Subsidiary of Borrower may liquidate or dissolve; or (iv) acquire by purchase or otherwise all or any substantial part of the business or assets of any other Person.

(b)Notwithstanding the foregoing, Borrower or a wholly-owned Domestic Subsidiary thereof may acquire all or substantially all of the assets or Stock of any Person (the “Target”) (in each case, a “Permitted Acquisition”) subject to the satisfaction of each of the following conditions:

(i)Agent shall receive at least 30 days’ prior written notice of such proposed Permitted Acquisition, which notice shall include a reasonably detailed description of such proposed Permitted Acquisition;

(ii)such Permitted Acquisition shall only involve assets located in the United States and used for or by a Target engaged in businesses permitted under Section 3.9;

(iii)such Permitted Acquisition shall be consensual and shall have been approved by the Target’s board of directors;

(iv)no additional Indebtedness, Guaranteed Indebtedness or Contingent Obligations shall be incurred in connection with such Permitted Acquisition, except (A) Indebtedness, Guaranteed Indebtedness and Contingent Obligations permitted under the terms of this Agreement and (B) unsecured Indebtedness of the Target to the extent no Default or Event of Default has occurred and is continuing or would result after giving effect to such Permitted Acquisition;

(v)the sum of all amounts payable in connection with all Permitted Acquisitions (including all transaction costs and all Indebtedness, liabilities and Contingent Obligations incurred or assumed in connection therewith or otherwise reflected on a consolidated balance sheet of Borrower and Target) shall not exceed $30,000,000 for all Permitted Acquisitions;

(vi)the Target shall not have incurred an operating loss for the trailing twelve-month period preceding the date of the Permitted Acquisition, as determined based upon the Target’s financial statements for its most recently completed fiscal year and its most recent interim financial period completed within sixty (60) days prior to the date of consummation of such Permitted Acquisition after taking into account cost add-backs approved by Agent;

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(vii)the business and assets acquired in such Permitted Acquisition shall be free and clear of all Liens (other than Permitted Encumbrances) and if Stock of Target is acquired, Target shall constitute upon acquisition a wholly-owned Domestic Subsidiary;

(viii)at or prior to the closing of any Permitted Acquisition, Agent will be granted a first priority perfected Lien (subject to Permitted Encumbrances) in all assets acquired pursuant thereto or in the assets and Stock of the Target, and Borrower and the Target shall have executed such documents (including a Guaranty and Security Agreement) and taken such actions as may be required by Agent in connection therewith;

(ix)concurrently with delivery of the notice referred to in clause (i) above, Borrower shall have delivered to Agent, in form and substance reasonably satisfactory to Agent:

(A)a pro forma consolidated balance sheet, income statement and cash flow statement of Borrower and its Subsidiaries (the “Acquisition Pro Forma”), based on recent financial statements, which shall be complete and shall fairly present in all material respects the assets, liabilities, financial condition and results of operations of Borrower and its Subsidiaries in accordance with GAAP consistently applied, but taking into account such Permitted Acquisition and the funding of all Loans and incurrence of all Indebtedness and Liens in connection therewith, and such Acquisition Pro Forma shall reflect that (x) average daily Borrowing Availability for the 30-day period preceding the consummation of such Permitted Acquisition would have exceeded $20,000,000 on a pro forma basis (after giving effect to such Permitted Acquisition and all Loans funded and all Indebtedness and Liens incurred in connection therewith as if made on the first day of such period) and (y) on a pro forma basis, no Event of Default has occurred and is continuing or would result after giving effect to such Permitted Acquisitions;

(B)updated versions of the most recently delivered Business Plan covering the 3 year period commencing on the date of such Permitted Acquisition and otherwise prepared in accordance with the Business Plan (the “Acquisition Projections”) and based upon historical financial data of a recent date reasonably satisfactory to Agent, taking into account such Permitted Acquisition an indicating anticipated monthly Borrowing Availability during such 3 year period

(C)a certificate of the chief financial officer of Borrower to the effect that:  (w) Borrower (after taking into consideration all rights of contribution and indemnity Borrower has against and each other Subsidiary of Borrower) will be Solvent upon the consummation of the Permitted Acquisition; (x) the Acquisition Pro Forma fairly presents the financial condition of Borrower and its Subsidiaries (on a consolidated basis) as of the date thereof after giving effect to the Permitted Acquisition it being understood that to the extent that such certification is based on the financial statements or condition of Target, such certification may be made upon such chief financial officer’s best knowledge; and (y) Borrower and its Subsidiaries have completed their due diligence investigation with respect to the Target and such Permitted Acquisition, which investigation was conducted in a manner similar to that which would have been conducted by a prudent purchaser of a comparable business and the results of which investigation were delivered to Agent and Lenders;

(D)such environmental assessments with results satisfactory to Agent and conducted by a Person reasonably satisfactory to Agent with respect to real property owned, operated or leased by Target as Agent shall have required; and

(E)copies of all material regulatory and third party approvals required for consummation of such Permitted Acquisition;

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(x)on or prior to the date of such Permitted Acquisition, Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of the acquisition agreement and related agreements and instruments, and all opinions, certificates, lien search results and other documents reasonably requested by Agent, including those specified in Section 2.6; and

(xi)at the time of such Permitted Acquisition and after giving effect thereto, no Default or Event of Default has occurred and is continuing.

(c)Notwithstanding the foregoing, the Accounts and Inventory of the Target shall not be included in Eligible Accounts or Eligible Inventory without the prior written consent of Agent not to be unreasonably withheld.

3.7.Disposal of Assets or Subsidiary Stock.  The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales and rentals of Inventory in good faith to customers for fair value in the ordinary course of business and dispositions of Sales Offices or obsolete equipment not used or useful in the business and (b) Asset Dispositions by Borrower and its Subsidiaries (excluding sales of Accounts, Chattel Paper, Rentals and Stock of any of Borrower’s Subsidiaries) if all of the following conditions are met:  (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $10,000,000 and the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $25,000,000; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) at least 75% of the consideration is Productive Assets, cash or Deemed Cash; (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c); and (v) no Default or Event of Default then exists or would result from such Asset Disposition.

3.8.Transactions with Affiliates.

(a)The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any management, consulting, investment banking, advisory or other similar services) with any Affiliate or with any director, officer or employee of any Credit Party, (an “Affiliate Transaction”), other than Affiliate Transactions on terms that are not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Borrower or such Subsidiary; provided,that for an Affiliate Transaction with an aggregate value of $2,500,000 or more, at Borrower’s option, either:

(i)a majority of the disinterested members of the Board of Directors of Borrower shall determine in good faith that such Affiliate Transaction is on terms that are not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Borrower; or

(ii)the Board of Directors of Borrower or any such Subsidiary party to such Affiliate Transaction shall obtain an opinion from a nationally recognized investment banking, appraisal or accounting firm that such Affiliate Transaction is on terms that are not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Borrower;

(b)The restrictions of paragraph (a) of this Section 3.8 shall not apply to:

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(i)reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of Borrower or any Subsidiary of Borrower as determined in good faith by Borrower’s Board of Directors or senior management;

(ii)transactions exclusively between or among Borrower and any of its Subsidiaries or exclusively between or among such Subsidiaries, provided such transactions are not otherwise prohibited by this Agreement;

(iii)any agreement as in effect as of June 9, 2003 or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Lenders in any material respect than the original agreement as in effect on June 9, 2003;

(iv)Restricted Payments permitted by this Agreement and Investments permitted by this Agreement;

(v)the payment of customary annual management, consulting and advisory fees and related expenses to the Permitted Holders and their Affiliates made pursuant to any financial advisory, financing, underwriting or placement agreement or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by the Board of Directors of Borrower or such Subsidiary in good faith;

(vi)payments or loans to employees or consultants that are approved by the Board of Directors of Borrower in good faith;

(vii)sales of Qualified Capital Stock; and

(viii)the existence of, or the performance by Borrower or any of its Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of June 9, 2003 and any similar agreements which it may enter into thereafter; provided, that the existence of, or the performance by Borrower or any of its Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after June 9, 2003 shall only be permitted by this clause (vii) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the Lenders in any material respect.

3.9.Conduct of Business.  The Credit Parties shall not and shall not cause or permit their Subsidiaries to engage in any businesses a majority of whose revenues are not derived from businesses that are the same as or reasonably similar, ancillary or related to, or a reasonable extension, development or expansion of, the businesses in which the Credit Parties and their Subsidiaries are engaged on the Closing Date.

3.10.Changes Relating to Indebtedness.  The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly change or amend the terms of any of its Indebtedness permitted by Section 3.1(c) or Section 3.1(d) (or any Refinancing Indebtedness permitted thereof) if the effect of such amendment is to:  (a) increase the interest rate on such Indebtedness; (b) change the dates upon which payments of principal or interest are due on or principal amount of such Indebtedness; (c) change any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (d) change the redemption or prepayment provisions of such Indebtedness; (e) change the subordination provisions thereof (or the subordination terms of any guaranty thereof); (f) change or

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amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to any Credit Party or Lenders; or (g) increase the portion of interest payable in cash with respect to any Indebtedness for which interest is payable by the issuance of payment-in-kind notes or is permitted to accrue.  Neither Borrower nor Symons will amend or modify the Safway Note.  No Credit Party shall enter into any control agreement, landlord waiver, bailee letter or similar agreement in favor of the Trustee (or the “Collateral Agent” as such term is defined in the Intercreditor Agreement) without the prior written consent of Agent, provided, however, that notwithstanding the foregoing, the consent of Agent shall not be required in order for any Credit Party to enter into (i) any control agreement to which Agent and such Collateral Agent are parties on terms substantially similar to those entered into as of the Closing Date and (ii) any control agreement that provides respective rights and remedies to Agent and such Collateral Agent that are substantially similar to those provided to Agent and Collateral Agent, respectively, in the control agreements referred to in clause (i) and that are consistent with the Intercreditor Agreement.  No Credit Party shall enter into any security agreement, pledge agreement, mortgage, deed of trust or similar agreement in favor of the Trustee and/or such Collateral Agent except upon terms that are consistent with the Intercreditor Agreement and reflect the terms thereof in a manner substantially similar to the manner contained in the security agreement and pledge agreement in favor of the Trustee and such Collateral Agent as the Closing Date.

3.11.Fiscal Year. No Credit Party shall change its Fiscal Year or permit any of its Subsidiaries to change their respective fiscal years; provided, that upon thirty (30) days’ prior notice to Agent the Credit Parties may change their Fiscal Year (such change to be applicable to all Credit Parties included in consolidated financial reporting under GAAP); provided further, that (i) such change does not defer the delivery of audited financial statements required hereunder by more than one Fiscal Quarter and (ii) Borrowers shall deliver such financial information (including reconciliations if required under GAAP) as Agent may reasonably request with respect to such change in Fiscal Year.

3.12.Press Release; Public Offering Materials.  Each Credit Party executing this Agreement agrees that neither it nor its Affiliates will in the future issue any press releases or other public disclosure, including any prospectus, proxy statement or other materials filed with any Governmental Authority relating to a public offering of the Stock of any Credit Party, using the name of GE Capital or any of its Affiliates or referring to this Agreement, the other Loan Documents or the Related Transactions Documents without at least two (2) Business Days’ prior notice to GE Capital and without the prior written consent of GE Capital unless (and only to the extent that) such Credit Party or Affiliate is required to do so under law and then, in any event, such Credit Party or Affiliate will consult with GE Capital before issuing such press release or other public disclosure.  Each Credit Party consents to the publication by Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement.  Agent or such Lender shall provide a draft of any such tombstone or similar advertising material to each Credit Party for review and comment prior to the publication thereof.  Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.  Notwithstanding the foregoing, the parties hereto may disclose the tax treatment and the tax structure of the transactions contemplated by the Loan Documents as provided in Section 9.13.

3.13.Subsidiaries.  The Credit Parties shall not and shall not cause or permit their Domestic Subsidiaries to directly or indirectly establish, create or acquire any new Subsidiary except in connection with a Permitted Acquisition or with the consent of Agent.

3.14.Bank Accounts.  The Borrower shall not and shall not cause or permit any of its Domestic Subsidiaries to establish any new bank accounts without prior written notice to Agent and (except as otherwise permitted by Section 2.10) unless Agent and the bank at which the account is to be

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opened enter into a tri-party agreement regarding such bank account in form and substance satisfactory to Agent pursuant to which, among other things, such bank acknowledges the security interest of Agent in such bank account, agrees to comply with instructions originated by Agent directing disposition of the funds in the bank account without further consent from such Credit Party or Subsidiary, and agrees to subordinate and limit any security interest the bank may have in the bank account on terms satisfactory to Agent, provided, that Agent shall issue no such instructions except following the occurrence and during the continuance of an Event of Default ..  The Borrower shall not and shall not suffer or permit any of its Domestic Subsidiaries to establish after the Closing Date any securities account or commodities account other than a securities account or commodities account subject to a Control Agreement in favor of Agent and in form and substance satisfactory to Agent.

3.15.Hazardous Materials.  The Credit Parties shall not and shall not cause or permit their Subsidiaries to cause or permit a Release of any Hazardous Material on, at, in, under, above, to, from or about any of the Real Estate where such Release would (a) violate in any respect, or form the basis for any Environmental Liabilities by the Credit Parties or any of their Subsidiaries under, any Environmental Laws or Environmental Permits or (b) otherwise adversely impact the value or marketability of any of the Real Estate or any of the Collateral, other than such violations or Environmental Liabilities that could not reasonably be expected to have a Material Adverse Effect.

3.16.ERISA.  The Credit Parties shall not and shall not cause or permit any ERISA Affiliate to, cause or permit to occur an ERISA Event to the extent such ERISA Event could reasonably be expected to have a Material Adverse Effect.

3.17.Sale–Leasebacks.  The Credit Parties shall not and shall not cause or permit any of their Subsidiaries to engage in any sale-leaseback, synthetic lease or similar transaction involving any of its assets, except for sale-leaseback, synthetic lease or similar transactions the unpaid notional principal amount of which in the aggregate do not exceed $5,000,000 at any time.

3.18.Prepayments of Other Indebtedness.  No Credit Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Senior Notes or Senior Subordinated Notes or any refinancing or replacement of any thereof, except as otherwise permitted by Section 3.5.

3.19.OFAC.  No Credit Party (i) will become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 200l Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or be otherwise associated with any such person in any manner violative of Section 2, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other OFAC regulation or executive order.

SECTION 4.

FINANCIAL COVENANTS/REPORTING

Borrower covenants and agrees that from and after the date hereof until the Termination Date, Borrower shall perform and comply with, and shall cause each of the other Credit Parties to perform and comply with, all requirements in this Section 4 applicable to such Person.

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4.1.Omitted.

4.2.Omitted.

4.3.Omitted.

4.4.Omitted.

4.5.Omitted.

4.6.Omitted.

4.7.Omitted.

4.8.Omitted.

4.9.Financial Statements and Other Reports.  Borrower will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of Financial Statements in conformity with GAAP (it being understood that monthly Financial Statements are not required to have footnote disclosures need not include a Consolidating statement of cash flows and will be subject to year-end adjustment).  Borrower will deliver each of the Financial Statements and other reports described below to Agent (and each Lender in the case of the Financial Statements and other reports described in Sections 4.9(a), (b), (c), (d), (e), (f), (g), (h), (j) and (k) and any other report in this Section 4.9 that a Lender has requested in writing that Borrower deliver directly to such Lender).

(a)Monthly Financials.  As soon as available and in any event within thirty (30) days after the end of each month (including the last month of Borrower’s Fiscal Year) (or in the case of clause (4) below, forty-five (45) days after the end of each Fiscal Quarter), Borrower will deliver (1) the consolidated and Consolidating balance sheets of Borrowerand its Subsidiaries, as at the end of such month, and the related consolidated and (except in the case of cash flows) Consolidating statements of income, stockholders’ equity and cash flow for such month and for the period from the beginning of the then current Fiscal Year of Borrower to the end of such month, (2) a report setting forth in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the most recent Business Plan for the current Fiscal Year delivered pursuant to Section 4.9(f), (3) a schedule of the outstanding Indebtedness for borrowed money of Borrowerand its Subsidiaries describing in reasonable detail each such debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each such debt issue or loan, and (4) in the case of each month the last day of which coincides with the end of a Fiscal Quarter, a management discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for such Fiscal Quarter and for the Fiscal Year to date.

(b)Year-End Financials.  As soon as available and in any event within ninety (90) days after the end of each Fiscal Year of Borrower, Borrower will deliver (1) the consolidated and Consolidating balance sheets of Borrower and its Subsidiaries, as at the end of such year, and the related consolidated and Consolidating statements of income, stockholders’ equity and cash flow for such Fiscal Year, (2) a schedule of the outstanding Indebtedness for borrowed money of Borrower and its Subsidiaries describing in reasonable detail each such debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each such debt issue or loan and (3) a report with respect to the consolidated Financial Statements from a firm of Certified Public Accountants selected by Borrower and reasonably acceptable to Agent, which report shall be prepared in accordance with Statement of Auditing Standards No. 58 (the “Statement”) “Reports on Audited Financial Statements” and such report shall be “Unqualified” (as such term is defined in such Statement).

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(c)Accountants’ Reports.  Promptly upon receipt thereof, Borrower will deliver copies of all significant reports submitted by Borrower’s firm of certified public accountants in connection with each annual, interim or special audit or review of any type of the Financial Statements or related internal control systems of Borroweror its Subsidiariesmade by such accountants, including any comment letter submitted by such accountants to management in connection with their services.

(d)Additional Deliveries.

(i)To Agent, upon its request, and in any event no less frequently than noon New York time on (x) at any time when Borrowing Availability is equal to or more than $40,000,000, the twentieth day and (y) at any time when Borrowing Availability is less than $40,000,000, the tenth Business Day, in each case, after the end of each Fiscal Month (together with a copy of any of the following reports requested by any Lender in writing after the Closing Date), each of the following reports, each of which shall be prepared by Borrower as of the last day of the immediately preceding Fiscal Month or the date 3 days prior to the date of any such request:

(A)a Borrowing Base Certificate with respect to Borrower and its Domestic Subsidiaries, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion (in substantially the same form as Exhibit 4.9(d), the “Borrowing Base Certificate”) as at the last day of such period;

(B)with respect to Borrower and its Domestic Subsidiaries, a summary of Inventory by location and, to the extent available, by type with a supporting perpetual Inventory report, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion; and

(C)with respect to Borrower, a monthly trial balance showing Accounts outstanding aged from invoice date as follows:  1 to 30 days, 31 to 60 days, 61 to 90 days, 91 to 120 days, 121 to 150 days and 150 days or more, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion.

(ii)At any time during which Agent has blocked Borrower’s access to funds in the deposit account associated with any lock-box established in connection with this Agreement, to Agent, on a weekly basis or at such more frequent intervals as Agent may request from time to time (together with a copy of all or any part of such delivery requested by any Lender in writing after the Closing Date), collateral reports with respect to Borrower, including all additions and reductions (cash and non-cash) with respect to Accounts of Borrower, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion each of which shall be prepared by the applicable Borrower as of the last day of the immediately preceding week or the date 2 days prior to the date of any request;

(iii)To Agent, at the time of delivery of each of the monthly Financial Statements delivered pursuant to this Section 4.9:

(A)a reconciliation of the most recent Borrowing Base, general ledger and month-end Inventory reports of Borrower to Borrower’s general ledger and monthly Financial Statements delivered pursuant to this Section 4.9, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;

(B)to the extent available, a reconciliation of the perpetual inventory by location to Borrower’s most recent Borrowing Base Certificate, general ledger and monthly

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Financial Statements delivered pursuant to this Section 4.9, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;

(C)an aging of accounts payable and a reconciliation of that accounts payable aging to Borrower’s general ledger and monthly Financial Statements delivered pursuant to this Section 4.9, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;

(D)a reconciliation of the outstanding Loans as set forth in the monthly Loan Account statement provided by Agent to Borrower’s general ledger and monthly Financial Statements delivered pursuant to this Section 4.9, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;

(E)a certification that (1) no Credit Party has sold, granted a lien with respect to or advanced against, any Chattel Paper (other than under and pursuant to the Loan Documents) and (2) no Chattel Paper is in the possession of third parties;

(iv)To Agent, at the time of delivery of each of the annual Financial Statements delivered pursuant to Section 4.9, (i) a listing of government contracts of Borrower subject to the Federal Assignment of Claims Act of 1940; and (ii) a list of any applications for the registration of any Patent, Trademark or Copyright filed by any Credit Party with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in the prior Fiscal Quarter.

(e)Appraisals; Inspections.

(i)omitted;

(ii)Borrower, at its own expense, shall, promptly upon request by Agent, deliver to Agent the results of each physical verification, if any, that Borrower or any of its Subsidiaries may in their discretion have made, or caused any other Person to have made on their behalf, of all or any portion of their Inventory (and, if a Default or an Event of Default has occurred and is continuing, Borrower shall, upon the request of Agent, conduct, and deliver the results of, such physical verifications as Agent may require); and

(iii)Borrower, at its own expense, shall cause to be delivered to Agent an appraisal, performed by Rouse Asset Services or another an independent appraiser acceptable to Agent, of the Net Orderly Liquidation Value of its Inventory once in each Fiscal Year (and at the time during such Fiscal Year determined by Agent), provided, that that so long as an Event of Default is continuing or any monthly average Borrowing Availability is less than $20,000,000, Borrower, at its own expense, shall cause such appraisals to be performed at such times as Agent shall require.  For the purposes of this clause (iii), an appraisal requested or initiated by Agent while an Event of Default is continuing or while any monthly average Borrowing Availability is less than $20,000,000, shall be required whether or not such Event of Default continues or such any monthly average Borrowing Availability continues at less than $20,000,000 through the time of completion of such appraisal

(iv)Borrower, at its own expense, shall permit Agent or a Person designated by Agent to conduct up to two collateral audits during each Fiscal Year (at the cost and expense of Borrower); provided, that that so long as an Event of Default is continuing or any monthly average Borrowing Availability is less than $20,000,000, Borrower, at its own expense, shall permit Agent or a Person designated by Agent to perform such audits at such times as Agent shall require.  For the purposes

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of this clause (iv), an audit initiated by Agent or such Person while an Event of Default is continuing or while any monthly average Borrowing Availability is less than $20,000,000, shall be required whether or not such Event of Default continues or such Borrowing Availability continues at less than $20,000,000 through the time of completion of such audit.

(f)Business Plans.  As soon as available and in any event no later than thirty days after the last day of each of Borrower’s Fiscal Years, Borrower will deliver the Business Plan of Borrower and its Subsidiaries for the forthcoming three (3) fiscal years, year by year, and for the forthcoming fiscal year, month by month.

(g)SEC Filings and Press Releases.  Promptly upon their becoming available, Borrower will deliver copies of (1) all Financial Statements, reports, notices and proxy statements sent or made available by Borrower or any of its Subsidiaries to its Stockholders, (2) all regular and periodic reports and all registration statements and prospectuses, if any, filed by Borrower or any of itsSubsidiaries with any securities exchange or with the Securities and Exchange Commission, any Governmental Authority or any private regulatory authority, and (3) all press releases and other statements made available by Borrower or any of its Subsidiaries to the public concerning developments in the business of any such Person.

(h)Events of Default, Etc.  Promptly upon any officer of any Credit Party obtaining knowledge of any of the following events or conditions, Borrower shall deliver copies of all notices given or received by Borrower or any of its Subsidiaries with respect to any such event or condition and a certificate of Borrower’s chief executive officer specifying the nature and period of existence of such event or condition and what action Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto:  (1) any condition or event that constitutes, or which Borrower expects or should reasonably expect to result in the occurrence of, an Event of Default or Default; (2) any notice that any Person has given to Borrower or any of its Subsidiaries or any other action taken with respect to a claimed default or event or condition of the type referred to in Section 6.1(b); (3) any event or condition that could reasonably be expected to result in any Material Adverse Effect; or (4) any default or event of default with respect to any Indebtedness of Borrower or any of its Subsidiaries.

(i)Litigation.  Promptly upon any officer of any Credit Party obtaining knowledge of (1) the institution of any action, charge, claim, demand, suit, proceeding, petition, governmental investigation, tax audit or arbitration now pending or, to the best knowledge of such Credit Party after due inquiry, threatened against or affecting any Credit Party or any of its Subsidiaries or any property of any Credit Party or any of its Subsidiaries (“Litigation”) not previously disclosed by Borrower to Agent or (2) any material development in any action, suit, proceeding, governmental investigation or arbitration at any time pending against or affecting any Credit Party or any property of any Credit Party which, in each case, could reasonably be expected to have a Material Adverse Effect, Borrower will promptly give notice thereof to Agent and provide such other information as may be reasonably available to them to enable Agent and its counsel to evaluate such matter.

(j)Notice of Corporate and other Changes.  Borrower shall provide prompt written notice of (1) all jurisdictions in which a Credit Party becomes qualified after the Closing Date to transact business, (2) any change after the Closing Date in the authorized and issued Stock of any Credit Party or any Subsidiary of any Credit Party or any amendment to their articles or certificate of incorporation, by-laws, partnership agreement or other organizational documents, and (3) any Subsidiary created or acquired by any Credit Party or any of its Subsidiaries after the Closing Date, such notice, in each case, to identify the applicable jurisdictions, capital structures or Subsidiaries, as applicable.  The foregoing notice requirement shall not be construed to constitute consent by any of the Lenders to any transaction referred to above which is not expressly permitted by the terms of this Agreement.

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(k)Compliance and Pricing Certificate.  Together with each delivery of Financial Statements of Borrower and its Subsidiaries pursuant to Sections 4.9(a) and (b), Borrower will deliver a fully and properly completed Compliance and Pricing Certificate (in substantially the same form as Exhibit 4.9(k) (the “Compliance and Pricing Certificate”) signed by Borrower’s chief executive officer or chief financial officer.

(l)Omitted.

(m)Other Information.  With reasonable promptness, Borrower will deliver such other information and data with respect to any Credit Party or any Subsidiary of any Credit Party as from time to time may be reasonably requested by Agent or any Lender.

(n)Taxes.  Borrower shall provide prompt written notice of (i) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges by any Credit Party or any of its Subsidiaries and (ii) any agreement by any Credit Party or any of its Subsidiaries or request directed to any Credit Party or any of its Subsidiaries to make any adjustment under IRC Section 481(a), by reason of a change in accounting method or otherwise, which could reasonably be expected to have a Material Adverse Effect.

(o)Subleases.  Concurrently with each regular monthly delivery of a Borrowing Base Certificate, Borrower shall provide a list of those Persons that lease Equipment or Inventory from any Credit Party and that are known by any Credit Party to sublease Inventory or Equipment in the ordinary course of business.

4.10.Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement.  For purposes of this Agreement, all accounting terms that are defined by GAAP and not otherwise defined herein shall have the meanings assigned to such terms in conformity with GAAP.  Financial statements and other information furnished to Agent pursuant to Section 4.9 or any other section (unless specifically indicated otherwise) shall be prepared in accordance with GAAP as in effect at the time of such preparation.

SECTION 5.

REPRESENTATIONS AND WARRANTIES

To induce Agent and Lenders to enter into the Loan Documents, to make Loans and to issue or cause to be issued Letters of Credit, Borrower and the other Credit Parties executing this Agreement, jointly and severally, represent, warrant and covenant to Agent and each Lender that the following statements are true, correct and complete with respect to all Credit Parties and on each Funding Date will be true, correct and complete:

5.1.Disclosure.  No representation or warranty of any Credit Party contained in this Agreement, the Financial Statements referred to in Section 5.5, the other Related Transactions Documents or any other document, certificate or written statement furnished to Agent or any Lender by or on behalf of any such Person for use in connection with the Loan Documents or the Related Transactions Documents contains any untrue statement of a material fact or taken as a whole omitted, omits or will omit to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made.

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5.2.No Material Adverse Effect.  Since December 31, 2002 there have been no events or changes in facts or circumstances affecting any Credit Party or any of their Subsidiaries which individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect.

5.3.No Conflict.  The consummation of the Related Transactions does not and will not violate or conflict with any laws, rules, regulations or orders of any Governmental Authority or violate, conflict with, result in a breach of, or constitute a default (with due notice or lapse of time or both) under any Contractual Obligation or organizational documents of any Credit Party or any of its Subsidiaries except if such violations, conflicts, breaches or defaults could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.  None of the Credit Parties is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or a “holding company” or a “subsidiary company” of a “holding company” within the meaning of the Pubic Utility Holding Company Act of 1935, as amended.

5.4.Organization, Powers, Capitalization and Good Standing.

(a)Organization and Powers.  Each of the Credit Parties and each of their Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and qualified to do business in all states where such qualification is required except where failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.  The jurisdiction of organization and all jurisdictions in which each Credit Party is qualified to do business are set forth on Schedule 5.4(a).  Each of the Credit Parties and each of their Subsidiaries has all requisite organizational power and authority to own and operate its properties, to carry on its business as now conducted and proposed to be conducted, to enter into each Related Transactions Document to which it is a party and to incur the Obligations, grant liens and security interests in the Collateral and carry out the Related Transactions.

(b)Capitalization.  As of the Closing Date:  (i) the authorized Stock of each of the Credit Parties and each of their Subsidiaries is as set forth on Schedule 5.4(b); (ii) all issued and outstanding Stock of each of the Credit Parties and each of their Subsidiaries is duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens other than those in favor of Agent for the benefit of Agent and Lenders and Permitted Encumbrances, and such Stock was issued in compliance with all applicable state, federal and foreign laws concerning the issuance of securities; (iii) the identity of the holders of the Stock of each of the Credit Parties and each of their Subsidiaries and the percentage of their fully-diluted ownership of the Stock of each of the Credit Parties and each of their Subsidiaries is set forth on Schedule 5.4(b); and (iv) no Stock of any Credit Party or any of their Subsidiaries, other than those described above, are issued and outstanding.  Except as provided in Schedule 5.4(b), as of the Closing Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party or any of their Subsidiaries of any Stock of any such entity.

(c)Binding Obligation.  This Agreement is, and the other Related Transactions Documents when executed and delivered will be, the legally valid and binding obligations of the Credit Parties party thereto, each enforceable against each of such parties, as applicable, in accordance with their respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.

5.5.Financial Statements and Business Plan.  All Financial Statements concerning Borrower and its Subsidiaries which have been or will hereafter be furnished to Agent pursuant to this Agreement,

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including those listed below, have been or will be prepared in accordance with GAAP consistently applied (except as disclosed therein) and do or will present fairly in all material respects the financial condition of the entities covered thereby as at the dates thereof and the results of their operations for the periods then ended, subject to, in the case of unaudited Financial Statements, the absence of footnotes and normal year-end adjustments.

(a)The consolidated balance sheets at December 31, 2002 and the related statement of income of Borrower and its Subsidiaries, for the Fiscal Year then ended, audited by Deloitte and Touche LLP.

(b)The unaudited consolidated balance sheet at September 30, 2003 and the related statement of income of Borrower and its Subsidiaries for the nine months then ended.

The Business Plan delivered on or prior to the Closing Date and the updated Business Plans delivered pursuant to Section 4.9(f) represent and will represent as of the date thereof the good faith Business Plan of Borrower, it being understood that such Business Plan represents only the best estimate of the Borrower’s officers and that no assurance can be made with respect to actual results.

5.6.Intellectual Property.  Each of the Credit Parties and its Subsidiaries owns, is licensed to use or otherwise has the right to use, all Intellectual Property used in or necessary for the conduct of its business as currently conducted that is material to the condition (financial or other), business or operations of such Credit Party and its Subsidiaries and all such registered Intellectual Property owned by any Credit Party or Subsidiary is identified on Schedule 5.6 and fully protected and/or duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations, filings or issuances.  Except as disclosed in Schedule 5.6, the use of such Intellectual Property by the Credit Parties and their Subsidiaries and the conduct of their businesses does not and has not been alleged by any Person to infringe on the rights of any Person.

5.7.Investigations, Audits, Etc.  As of the Closing Date, except as set forth on Schedule 5.7, no Credit Party or any of their Subsidiaries is, to the knowledge of any Credit Party, the subject of any review or audit by the IRS or any governmental investigation concerning the violation or possible violation of any law.

5.8.Employee Matters.  Except as set forth on Schedule 5.8, (a) no Credit Party or Subsidiary of a Credit Party nor any of their respective employees is subject to any collective bargaining agreement, (b) no petition for certification or union election is pending with respect to the employees of any Credit Party or any of their Subsidiaries and no union or collective bargaining unit has sought such certification or recognition with respect to the employees of any Credit Party or any of their Subsidiaries other than any that if successful could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect, (c) there are no strikes, slowdowns, work stoppages or controversies pending or, to the best knowledge of any Credit Party after due inquiry, threatened between any Credit Party or any of their Subsidiaries and its respective employees, other than employee grievances arising in the ordinary course of business which could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect and (d) hours worked by and payment made to employees of each Credit Party and each of their Subsidiaries comply with the Fair Labor Standards Act and each other federal, state, local or foreign law applicable to such matters.  Except as set forth on Schedule 5.8, neither Borrower nor any of its Subsidiaries is party to any material employment contract.

5.9.Solvency.  (i) The Borrower and each other Credit Party, on a consolidated basis, are Solvent and (ii) Symons is Solvent.

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5.10.Litigation .  Except as set forth on Schedule 5.10, there are no judgments outstanding against any Credit Party or any of its Subsidiaries or affecting any property of any Credit Party or to any of its Subsidiaries, nor is there any Litigation pending, or to the best knowledge of any Credit Party threatened, against any Credit Party or any of its Subsidiaries which, in each case, could reasonably be expected to result in any Material Adverse Effect.

5.11.Use of Proceeds; Margin Regulations.

(a)No part of the proceeds of any Loan will be used for “buying” or “carrying” “margin stock” within the respective meanings of such terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect or for any other purpose that violates the provisions of the regulations of the Board of Governors of the Federal Reserve System.  If requested by Agent, each Credit Party will furnish to Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.

(b)Borrower shall utilize the proceeds of the Loans solely for the Closing Refinancing and for any other lawful purpose that is not prohibited by the terms of this Agreement.  Schedule 5.11 contains a description of Borrower’s sources and uses of funds as of the Closing Date, including Loans and Letter of Credit Obligations to be made or incurred on that date, and a funds flow memorandum detailing how funds from each source are to be transferred for particular uses.

5.12.Ownership of Property; Liens.  As of the Closing Date, the real estate (together with real estate acquired by any Credit Party after the Closing Date, “Real Estate”) listed in Schedule 5.12 constitutes all of the real property owned, leased, subleased, or used by any Credit Party or any of its Subsidiaries.  Each of the Credit Parties and each of its Subsidiaries owns good and fee simple title to all of its owned Real Estate, and valid leasehold interests in all of its leased Real Estate, all as described on Schedule 5.12, and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent.  Schedule 5.12 further describes any Real Estate with respect to which any Credit Party or any of its Subsidiaries is a lessor, sublessor or assignor as of the Closing Date.  As of the Closing Date, no portion of any Credit Party’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedies.  As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

5.13.Environmental Matters.

(a)Except as set forth in Schedule 5.13, as of the Closing Date:  (i) the Real Estate is free of contamination from any Hazardous Material except for such contamination that could not reasonably be expected to adversely impact the value or marketability of such Real Estate and that could not reasonably be expected to result in Environmental Liabilities of the Credit Parties or their Subsidiaries in excess of $500,000 in the aggregate; (ii) no Credit Party and no Subsidiary of a Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of their Real Estate that could reasonably be expected to result in Environmental Liabilities of the Credit Parties and their Subsidiaries in excess of $500,000 in the aggregate; (iii) the Credit Parties and their Subsidiaries are and have been in compliance with all Environmental Laws, except for such noncompliance that could not reasonably be expected to result in Environmental Liabilities of the Credit Parties or their Subsidiaries in excess of $500,000 in the aggregate; (iv) the Credit Parties and their Subsidiaries have obtained, and are in compliance with, all Environmental Permits required by

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Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits could not reasonably be expected to result in Environmental Liabilities of the Credit Parties or their Subsidiaries in excess of $500,000 in the aggregate, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Credit Party and no Subsidiary of a Credit Party is involved in operations or knows of any facts, circumstances or conditions, including any Releases of Hazardous Materials, that could reasonably be expected to result in any Environmental Liabilities of such Credit Party or Subsidiary which could reasonably be expected to be in excess of $500,000 in the aggregate, and no Credit Party or Subsidiary of a Credit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (vi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $500,000 in the aggregate or injunctive relief against, or that alleges criminal misconduct by any Credit Party or any Subsidiary of a Credit Party; (vii) no notice has been received by any Credit Party or any Subsidiary of a Credit Party identifying any of them as a “potentially responsible party” or requesting information under CERCLA or analogous state statutes, and to the knowledge of the Credit Parties, there are no facts, circumstances or conditions that may result in any of the Credit Parties or their Subsidiaries being identified as a “potentially responsible party” under CERCLA or analogous state statutes that could reasonably be expected to result in Environmental Liabilities of the Credit Parties and their Subsidiaries in excess of $500,000  in the aggregate; and (viii) the Credit Parties have provided to Agent copies of all environmental reports, reviews, audits and other written information in their possession or control to actual or potential Environmental Liabilities, in each case relating to any of the Credit Parties or their Subsidiaries during the previous five years.

(b)Each Credit Party hereby acknowledges and agrees that Agent (i) is not now, and has not ever been, in control of any of the Real Estate or affairs of such Credit Party or its Subsidiaries, and (ii) does not have the capacity through the provisions of the Loan Documents or otherwise to influence any Credit Party’s or its Subsidiaries’ conduct with respect to the ownership, operation or management of any of their Real Estate or compliance with Environmental Laws or Environmental Permits.

5.14.ERISA.

(a)Schedule 5.14 lists all Plans and separately identifies all Pension Plans, including Title IV Plans, Multiemployer Plans, ESOPs and Welfare Plans, including all Retiree Welfare Plans.  Copies of all such listed Plans, together with a copy of the latest form IRS/DOL 5500-series for each such Plan have been delivered to Agent.  Except with respect to Multiemployer Plans, each Qualified Plan has been determined by the IRS to qualify under Section 401 of the IRC, the trusts created thereunder have been determined to be exempt from tax under the provisions of Section 501 of the IRC, and nothing has occurred that would cause the loss of such qualification or tax-exempt status.  Each Plan is in compliance with the applicable provisions of ERISA and the IRC, including the timely filing of all reports required under the IRC or ERISA, including the statement required by 29 CFR Section 2520.104-23.  Neither any Credit Party nor ERISA Affiliate has failed to make any contribution or pay any amount due as required by either Section 412 of the IRC or Section 302 of ERISA or the terms of any such Plan.  Neither any Credit Party nor ERISA Affiliate has engaged in a “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the IRC, in connection with any Plan, that would subject any Credit Party to a material tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the IRC.

(b)Except as set forth in Schedule 5.14:  (i) no Title IV Plan has any Unfunded Pension Liability; (ii) no ERISA Event or event described in Section 4062(e) of ERISA with respect to any Title IV Plan has occurred or is reasonably expected to occur; (iii) there are no pending, or to the knowledge of Borrower, threatened claims (other than claims for benefits in the normal course),

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sanctions, actions or lawsuits, asserted or instituted against any Plan or any Person as fiduciary or sponsor of any Plan; (iv) no Credit Party or ERISA Affiliate has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan of any Credit Party or ERISA Affiliate has been terminated, whether or not in a “standard termination” as that term is used in Section 404(b)(1) of ERISA, nor has any Title IV Plan of any Credit Party or ERISA Affiliate (determined at any time within the past five years) with Unfunded Pension Liabilities been transferred outside of the “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) of any Credit Party or ERISA Affiliate; (vi) except in the case of any ESOP, Stock of all Credit Parties and their ERISA Affiliates makes up, in the aggregate, no more than 10% of fair market value of the assets of any Plan measured on the basis of fair market value as of the latest valuation date of any Plan; and (vii) no liability under any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by S&P or an equivalent rating by another nationally recognized rating agency.

5.15.Brokers.  No broker or finder acting on behalf of any Credit Party or Affiliate thereof brought about the obtaining, making or closing of the Loans or the Related Transactions, and no Credit Party or Affiliate thereof has any obligation to any Person in respect of any finder’s or brokerage fees in connection therewith.

5.16.Deposit and Disbursement Accounts.  Schedule 5.16 lists all banks and other financial institutions at which any Credit Party maintains deposit, securities or other accounts as of the Closing Date, including any Disbursement Accounts, and such Schedule correctly identifies the name, address and telephone number of each depository, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor.

5.17.Agreements and Other Documents.  As of the Closing Date, each Credit Party has provided to Agent or its counsel, on behalf of Lenders, accurate and complete copies (or summaries) of all of the following agreements or documents to which it is subject and each of which is listed in Schedule 5.17:  licenses and permits held by the Credit Parties, the absence of which could reasonably be expected to have a Material Adverse Effect; instruments and documents evidencing any Indebtedness or Guaranteed Indebtedness of such Credit Party and any Lien granted by such Credit Party with respect thereto; and instruments and agreements evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Credit Party.

5.18.Insurance.  Schedule 5.18 lists all insurance policies of any nature maintained, as of the Closing Date, for current occurrences by each Credit Party, as well as a summary of the key business terms of each such policy such as deductibles, coverage limits and term of policy.

5.19.Anti-Terrorism.  Neither the borrowing of the Loans by the Borrower, nor any other Related Transaction, nor the use of the respective proceeds thereof, shall cause the Lenders or Agent to violate the U.S. Bank Secrecy Act, as amended, and any applicable regulations thereunder or any of the sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) of the United States Department of Treasury, any regulations promulgated thereunder by OFAC or under any affiliated or successor governmental or quasi-governmental office, bureau or agency and any enabling legislation or executive order relating thereto.  Without limiting the foregoing, no Credit Party (i) is a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 200l Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or be otherwise associated with any such person in any manner violative of Section 2, or (iii) is a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions

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under any other OFAC regulation or executive order.  The Credit Parties are in compliance, in all material respects, with the Strengthening of America by Providing the Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.  No part of the proceeds of the Loans or Letters of Credit will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

5.20.Designated Senior Debt.  This Agreement and the credit facilities created hereunder (i) constitute the “New Credit Facility” under and as such term is defined in the Senior Subordinated Notes Indenture and all present and future Obligations constitute “Senior Debt” under and as such terms are defined in the Senior Subordinated Notes Indenture.  Borrower hereby designates all Obligations and Indebtedness in respect thereof as “Designated Senior Debt” as such term is defined in the Senior Subordinated Notes Indentures.  This Agreement constitutes a “Senior Credit Facility” and a “Credit Facility” as such terms are defined in the Senior Notes Indenture.  This Agreement constitutes the New Credit Facility as such term is defined in the Safway Note.

5.21.Other Obligations.  Immediately prior to the Closing Date, there were no “Other Obligations” or “Additional First Lien Debt Obligations” (as such terms are defined in the Amended and Restated Security Agreement, dated as of June 16, 2000 and amended and restated as of June 9, 2003, among Borrower, certain of its Subsidiaries and Deutsche Bank Trust Company Americas, as Collateral Agent) outstanding.

SECTION 6.

DEFAULT, RIGHTS AND REMEDIES

6.1.Event of Default.  “Event of Default” shall mean the occurrence or existence of any one or more of the following:

(a)Payment.  (1) Failure to pay any installment or other payment of principal of any Loan when due, or to repay Revolving Loans to reduce their balance to the maximum amount of Revolving Loans then permitted to be outstanding or to reimburse any L/C Issuer for any payment made by such L/C Issuer under or in respect of any Letter of Credit when due, (2) failure to pay, within three (3) days after the due date, any interest on any Loan or any other amount due under this Agreement or any of the other Loan Documents or (3) failure to pay or reimburse Agent, the L/C Issuer or any lender for any expense payable or reimburseable by any Credit Party hereunder or under any other Loan Document within ten (10) days following the date on which such reimbursement or payment of expenses has become due; or

(b)Default in Other Agreements.  (1) Any Credit Party or any of its Subsidiaries fails to pay when due and within any applicable grace period any principal or interest on Indebtedness (other than the Loans) or any Contingent Obligations having an individual or aggregate principal amount in excess of $100,000 or (2) breach or default of any Credit Party or any of its Subsidiaries, or the occurrence of any condition or event, with respect to any Indebtedness (other than the Loans) or any Contingent Obligations, if the effect of such breach, default or occurrence (other than a failure to pay) is to cause or to permit the holder or holders then to cause, Indebtedness and/or Contingent Obligations having an individual principal amount in excess of $1,000,000 or having an aggregate principal amount in excess of $5,000,000 to become or be declared due prior to its stated maturity; or

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(c)Breach of Certain Provisions; Breach of Warranty.  Failure of any Credit Party, within five (5) Business Days of such failure, to perform or comply with any term or condition contained in Section 1.11, that portion of Section 2.2 relating to the Credit Parties’ obligation to maintain insurance, Section 2.3, Section 3 or Section 4; or

(d)Borrowing Base Certificate; Breach of Warranty.  Any information contained in any Borrowing Base Certificate is untrue or incorrect in any respect (other than inadvertent, immaterial errors not exceeding $250,000 in the aggregate in any Borrowing Base Certificate), or any representation or warranty herein or in any Loan Document or in any written statement, report, financial statement or certificate (other than a Borrowing Base Certificate) made or delivered to Agent or any Lender by any Credit Party is untrue or incorrect in any material respect (without duplication of materiality qualifiers contained therein) as of the date when made or deemed made; or

(e)Other Defaults Under Loan Documents.  Any Credit Party defaults in the performance of or compliance with any term contained in this Agreement or the other Loan Documents (other than occurrences described in other provisions of this Section 6.1 for which a different grace or cure period is specified, or for which no cure period is specified and which constitute immediate Events of Default) and such default is not remedied or waived within thirty (30) days after the earlier of (1) receipt by Borrower of notice from Agent or Requisite Lenders of such default or (2) written acknowledgement by Borrower or any other Credit Party of such default; or

(f)Involuntary Bankruptcy; Appointment of Receiver, Etc.  (1) A court enters a decree or order for relief with respect to any Credit Party in an involuntary case under the Bankruptcy Code, which decree or order is not stayed or other similar relief is not granted under any applicable federal or state law; or (2) the continuance of any of the following events for forty-five (45) days unless dismissed, bonded or discharged:  (a) an involuntary case is commenced againstany Credit Party, under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or (b) a decree or order of a court for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers overany Credit Party, or over all or a substantial part of its property, is entered; or (c) a receiver, trustee or other custodian is appointed without the consent of a Credit Party, for all or a substantial part of the property ofthe Credit Party; or

(g)Voluntary Bankruptcy; Appointment of Receiver, Etc.  (1) any Credit Party commences a voluntary case under the Bankruptcy Code, or consents to the entry of an order for relief in an involuntary case or to the conversion of an involuntary case to a voluntary case under any such law or consents to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; (2) any Credit Party makes any assignment for the benefit of creditors; or (3) the Board of Directors of any Credit Party adopts any resolution or otherwise authorizes action to approve any of the actions referred to in this Section 6.1(g); or

(h)Judgment and Attachments.  Any money judgment, writ or warrant of attachment, or similar process (other than those described elsewhere in this Section 6.1) involving (1) an amount in any individual case in excess of $1,000,000 or (2) an amount in the aggregate at any time in excess of $5,000,000 (in either case to the extent not adequately covered by insurance in Agent’s sole discretion as to which the insurance company has acknowledged coverage) is entered or filed against one or more of the Credit Parties or any of their respective assets and remains undischarged, unvacated, unbonded or unstayed for a period of thirty (30) days or in any event later than five (5) Business Days prior to the date of any proposed sale thereunder; or

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(i)Dissolution.  Any order, judgment or decree is entered against any Credit Party decreeing the dissolution or split up of such Credit Party and such order remains undischarged or unstayed for a period in excess of fifteen (15) days; or

(j)Solvency.  Borrower ceases or the Credit Parties taken as a whole cease to be Solvent, fails to pay its debts as they become due or admits in writing its present or prospective inability to pay its debts as they become due; or;

(k)Invalidity of Loan Documents.  Any of the Loan Documents for any reason, other than a partial or full release or termination in accordance with the terms thereof, ceases to be in full force and effect or is declared to be null and void, or any Credit Party denies that it has any further liability under any Loan Documents to which it is party, or gives notice to such effect; or

(l)Omitted.

(m)Omitted.

(n)Change of Control.  A Change of Control occurs; or

(o)Subordinated Debt.  The failure of any Credit Party or any of its Subsidiaries to comply with the terms of any subordination or intercreditor agreement or any subordination provisions of any note or other document running to the benefit of Agent or Lenders.

6.2.Suspension or Termination of Commitments.  Upon the occurrence of any Default or Event of Default, Agent may, and at the request of Requisite Lenders Agent shall, without notice or demand, immediately suspend or terminate all or any portion of Lenders’ obligations to make additional Revolving Credit Advances or issue or cause to be issued Letters of Credit under the Revolving Loan Commitment; provided that, in the case of a Default, if the subject condition or event is waived by Requisite Lenders or cured within any applicable grace or cure period, the Revolving Loan Commitment shall be reinstated.

6.3.Acceleration and Other Remedies.  Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Commitments shall thereupon terminate.  Upon the occurrence and during the continuance of any other Event of Default, Agent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare the Loans and the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law.  Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations.  Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any Fees, Charges and expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations.  After

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all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be returned to Borrower.  Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

6.4.Performance by Agent.  If any Credit Party shall fail to perform any covenant, duty or agreement contained in any of the Loan Documents, Agent may perform or attempt to perform such covenant, duty or agreement on behalf of such Credit Party after the expiration of any cure or grace periods set forth herein.  In such event, such Credit Party shall, at the request of Agent, promptly pay any amount reasonably expended by Agent in such performance or attempted performance to Agent, together with interest thereon at the highest rate of interest in effect upon the occurrence of an Event of Default as specified in Section 1.2(d) from the date of such expenditure until paid.  Notwithstanding the foregoing, it is expressly agreed that Agent shall not have any liability or responsibility for the performance of any obligation of any Credit Party under this Agreement or any other Loan Document.

6.5.Application of Proceeds.  Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of Borrower, and Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent and (b) in the absence of a specific determination by Agent with respect thereto, the proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied:  first, to all Fees, costs and expenses incurred by or owing to Agent and any Lender with respect to this Agreement, the other Loan Documents or the Collateral; second, to accrued and unpaid interest on the Obligations (including any interest which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the Obligations (other than Obligations owed to a Lender under an Interest Rate Agreement) outstanding; and fourth to any other obligations of Borrower owing to Agent or any Lender under the Loan Documents or an Interest Rate Agreement.  Any balance remaining shall be delivered to Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct.

SECTION 7.

CONDITIONS TO LOANS

The obligations of Lenders and L/C Issuers to make Loans and to issue or cause to be issued Letters of Credit are subject to satisfaction of all of the applicable conditions set forth below.

7.1.Conditions to Initial Loans.  The obligations of Lenders and L/C Issuers to make the initial Loans and to issue or cause to be issued Letters of Credit on the Closing Date are, in addition to the conditions precedent specified in Section 7.2, subject to the delivery of all documents listed on, the taking of all actions set forth on and the satisfaction of all other conditions precedent listed on the Closing Checklist attached hereto as Annex C, all in form and substance, or in a manner, satisfactory to Agent and Lenders.

7.2.Conditions to All Loans.  Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of Credit Obligation, if, as of the date thereof (the “Funding Date”):

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(a)any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date, and Agent or Requisite Lenders shall have determined not to make such Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect;

(b)any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or

(c)after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding amount of the aggregate Revolving Loan would exceed remaining Borrowing Availability (except as provided in Section 1.l(a)(ii)).

The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 7.2  have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

SECTION 8.

ASSIGNMENT AND PARTICIPATION

8.1.Assignment and Participations.

(a)Subject to the terms of this Section 8.1, any Lender may make an assignment to a Qualified Assignee of, or sale of participations in, at any time or times, the Loan Documents, Loans, Letter of Credit Obligations and any Commitment or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder.  Any assignment by a Lender shall:  (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “Assignment Agreement” substantially in the form attached hereto as Exhibit 8.1 and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent); (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000; (iv) require a payment to Agent by such assignee or the assignor of an assignment fee of $3,500; and (v) so long as no Event of Default is continuing, require the consent of Borrower, which consent shall not be unreasonably withheld or delayed and shall be deemed granted if not objected to within three (3) Business Days following notice thereof.  Notwithstanding the above, Agent may in its sole and absolute discretion permit any assignment by a Lender to a Person or Persons that are not Qualified Assignees, but such assignment shall nonetheless require the consent of Borrower to the extent required above.  In the case of an assignment by a Lender under this Section 8.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder.  The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment.  Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrower to the assignee and that the

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assignee shall be considered to be a “Lender.”  In all instances, each Lender’s liability to make Loans hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Commitment.  In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrower and Borrower shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned.  Notwithstanding the foregoing provisions of this Section 8.1(a), without the consent of any Person (a) any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, (b) any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor or pledge such Obligations and rights to a trustee for the benefit of its investors or holders of obligations of such Lender and (c) any Lender may assign the Obligations to an Affiliate of such Lender or to a Person that is a Lender prior to the date of such assignment.

(b)Any participation by a Lender of all or any part of its Commitments shall be made with the understanding that all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation, and that the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except actions directly affecting (i) any reduction in the principal amount of, or interest rate or Fees payable with respect to, any Loan in which such holder participates, (ii) any extension of the scheduled amortization of the principal amount of any Loan in which such holder participates or the final maturity date thereof, and (iii) any release of all or substantially all of the Collateral (other than in accordance with the terms of this Agreement, the Collateral Documents or the other Loan Documents).  Solely for purposes of Sections 1.10, 1.11, 8.3 and 9.1, Borrower acknowledges and agrees that a participation shall give rise to a direct obligation of Borrower to the participant and the participant shall be considered to be a “Lender.”  Except as set forth in the preceding sentence neither Borrower nor any other Credit Party shall have any obligation or duty to any participant.  Neither Agent nor any Lender (other than the Lender selling a participation) shall have any duty to any participant and may continue to deal solely with the Lender selling a participation as if no such sale had occurred.

(c)Except as expressly provided in this Section 8.1, no Lender shall, as between Borrower and that Lender, or Agent and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loans, the Notes or other Obligations owed to such Lender.

(d)Each Credit Party shall assist each Lender permitted to sell assignments or participations under this Section 8.1 as required to enable the assigning or selling Lender to effect any such assignment or participation, including the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and, in connection with the primary syndication of the Loans and Commitments, the prompt preparation of informational materials for, and the participation of management in meetings with, potential assignees or participants, all on a timetable established by Agent in its sole discretion and thereafter providing reasonable access to information and senior management of each Credit Party as Agent may reasonably request.  Each Credit Party executing this Agreement shall certify the correctness, completeness and accuracy of all descriptions of the Credit Parties and their respective affairs contained in any selling materials provided by it and all other information provided by it and included in such materials, except that any Business Plans delivered by Borrower shall only be certified by Borrower as having been prepared by Borrower in compliance with the representations contained in Section 5.5.  Agent shall maintain, on behalf of Borrower, in its offices located at 335 Madison Avenue, 12^th Floor, New York, New York 10017 a “register” for recording the name, address, commitment and Loans owing to each Lender (including assignees and participants) and the assignment of, or sale of participations in, the Loan Documents, Loans, Letter of Credit Obligations

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and any Commitment or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder.  The entries in such register shall be conclusive evidence of the amounts due and owing to each Lender in the absence of manifest error.  Borrower, Agent and each Lender may treat each Person whose name is recorded in such register pursuant to the terms hereof as a Lender for all purposes of this Agreement.  The register described herein shall be available for inspection by Borrower and any Lender, at any reasonable time upon reasonable prior notice.

(e)A Lender may furnish any information concerning Credit Parties in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants); provided that such Lender shall obtain from assignees or participants confidentiality covenants substantially equivalent to those contained in Section 9.13.

(f)So long as no Event of Default has occurred and is continuing, no Lender shall assign or sell participations in any portion of its Loans or Commitments to a potential Lender or participant, if, as of the date of the proposed assignment or sale, the assignee Lender or participant would be subject to capital adequacy or similar requirements under Section 1.10(a), increased costs or an inability to fund LIBOR Loans under Section 1.10(b), or withholding taxes in accordance with Section 1.11.

8.2.Agent.

(a)Appointment.  Each Lender hereby designates and appoints GE Capital as its Agent under this Agreement and the other Loan Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver the Collateral Documents and to take such action or to refrain from taking such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto.  Agent is authorized and empowered to amend, modify, or waive any provisions of this Agreement or the other Loan Documents on behalf of Lenders subject to the requirement that certain of Lenders’ consent be obtained in certain instances as provided in this Section 8.2 and Section 9.2.  The provisions of this Section 8.2 are solely for the benefit of Agent and Lenders and neither Borrower nor any other Credit Party shall have any rights as a third party beneficiary of any of the provisions hereof.  In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Borrower or any other Credit Party.  Agent may perform any of its duties hereunder, or under the Loan Documents, by or through its agents or employees.

(b)Nature of Duties.  The duties of Agent shall be mechanical and administrative in nature.  Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender.  Nothing in this Agreement or any of the Loan Documents, express or implied, is intended to or shall be construed to impose upon Agent any obligations in respect of this Agreement or any of the Loan Documents except as expressly set forth herein or therein.  Each Lender shall make its own independent investigation of the financial condition and affairs of each Credit Party in connection with the extension of credit hereunder and shall make its own appraisal of the creditworthiness of each Credit Party, and Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto (other than as expressly required herein).  If Agent seeks the consent or approval of any Lenders to the taking or refraining from taking any action hereunder, then Agent shall send notice thereof to each Lender.  Agent shall promptly notify each Lender any time that the Requisite Lenders or Supermajority Revolving Lenders have instructed Agent to act or refrain from acting pursuant hereto.

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(c)Rights, Exculpation, Etc.  Neither Agent nor any of its officers, directors, employees or agents shall be liable to any Lender for any action taken or omitted by them hereunder or under any of the Loan Documents, or in connection herewith or therewith, except that Agent shall be liable to the extent of its own gross negligence or willful misconduct as determined by a final non-appealable order by a court of competent jurisdiction.  Agent shall not be liable for any apportionment or distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them).  In no event shall Agent be liable for punitive, special, consequential, incidental, exemplary or other similar damages.  In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account, but neither Agent nor any of its agents or representatives shall be responsible to any Lender for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, or sufficiency of this Agreement or any of the Loan Documents or the transactions contemplated thereby, or for the financial condition of any Credit Party.  Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of any Credit Party, or the existence or possible existence of any Default or Event of Default.  Agent may at any time request instructions from Requisite Lenders, Supermajority Revolving Lenders or all affected Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents Agent is permitted or required to take or to grant.  If such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the Requisite Lenders, Supermajority Revolving Lenders or such other portion of the Lenders as shall be prescribed by this Agreement.  Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders, Supermajority Revolving Lenders or all affected Lenders, as applicable; and, notwithstanding the instructions of Requisite Lenders, Supermajority Revolving Lenders or all affected Lenders, as applicable, Agent shall have no obligation to take any action if it believes, in good faith, that such action is deemed to be illegal by Agent or exposes Agent to any liability for which it has not received satisfactory indemnification in accordance with Section 8.2(e).

(d)Reliance.  Agent shall be entitled to rely, and shall be fully protected in relying, upon any written or oral notices, statements, certificates, orders or other documents or any telephone message or other communication (including any writing, telex, fax or telegram) believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the Loan Documents and its duties hereunder or thereunder.  Agent shall be entitled to rely upon the advice of legal counsel, independent accountants, and other experts selected by Agent in its sole discretion.

(e)Indemnification.  Lenders will reimburse and indemnify Agent for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, attorneys’ fees and expenses), advances or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Agent in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by Agent under this Agreement or any of the Loan Documents, in proportion to each Lender’s Pro Rata Share, but only to the extent that any of the foregoing is not reimbursed by Borrower; provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions,

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judgments, suits, costs, expenses, advances or disbursements to the extent resulting from Agent’s gross negligence or willful misconduct as determined by a final non-appealable order by a court of competent jurisdiction.  If any indemnity furnished to Agent for any purpose shall, in the opinion of Agent, be insufficient or become impaired, Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against even if so directed by the Requisite Lenders, Supermajority Revolving Lenders or such other portion of the Lenders as shall be prescribed by this Agreement until such additional indemnity is furnished.  The obligations of Lenders under this Section 8.2(e) shall survive the payment in full of the Obligations and the termination of this Agreement.

(f)GE Capital Individually.  With respect to its Commitments hereunder, GE Capital shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender.  The terms “Lenders”, “Requisite Lenders,” “Supermajority Revolving Lenders” or any similar terms shall, unless the context clearly otherwise indicates, include GE Capital in its individual capacity as a Lender or one of the Requisite Lenders, or Supermajority Revolving Lenders.  GE Capital, either directly or through strategic affiliations, may lend money to, acquire equity or other ownership interests in, provide advisory services to and generally engage in any kind of banking, trust or other business with any Credit Party as if it were not acting as Agent pursuant hereto and without any duty to account therefor to Lenders.  GE Capital, either directly or through strategic affiliations, may accept fees and other consideration from any Credit Party for services in connection with this Agreement or otherwise without having to account for the same to Lenders.

(g)Successor Agent.

(i)Resignation.  Agent may resign from the performance of all its agency functions and duties hereunder at any time by giving at least thirty (30) Business Days’ prior written notice to Borrower and Lenders.  Such resignation shall take effect upon the acceptance by a successor Agent of appointment pursuant to clause (ii) below or as otherwise provided in clause (ii) below.

(ii)Appointment of Successor.  Upon any such notice of resignation pursuant to clause (i) above, Requisite Lenders shall appoint a successor Agent which, unless an Event of Default has occurred and is continuing, shall be reasonably acceptable to Borrower.  If a successor Agent shall not have been so appointed within the thirty (30) Business Day period referred to in clause (i) above, the retiring Agent, upon notice to Borrower, shall then appoint a successor Agent who shall serve as Agent until such time, if any, as Requisite Lenders appoint a successor Agent as provided above.

(iii)Successor Agent.  Upon the acceptance of any appointment as Agent under the Loan Documents by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents.  After any retiring Agent’s resignation as Agent, the provisions of this Section 8.2 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it in its capacity as Agent.

(h)Collateral Matters.

(i)Release of Collateral.  Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon any Collateral (x) upon termination of the Commitments and payment and satisfaction of all Obligations (other than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted) or (y) constituting property being sold or disposed of if Borrower certifies to Agent that the sale or disposition is made in compliance with the provisions of this Agreement (and Agent may rely in good

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faith conclusively on any such certificate, without further inquiry) or (z) on assets of a Subsidiary of a Credit Party, if all of the Stock of such Credit Party or Subsidiary is sold to a Person that is not an Affiliate of a Credit Party in a sale permitted under Section 3.7.

(ii)Confirmation of Authority; Execution of Releases.  Without in any manner limiting Agent’s authority to act without any specific or further authorization or consent by Lenders (as set forth in Section 8.2(h)(i)), each Lender agrees to confirm in writing, upon request by Agent or Borrower, the authority to release any Collateral conferred upon Agent under clauses (x) and (y) of Section 8.2(h)(i).  Upon receipt by Agent of any required confirmation from the Requisite Lenders of its authority to release any particular item or types of Collateral, and upon at least ten (10) Business Days’ prior written request by Borrower, Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to Agent upon such Collateral; provided, however, that (x) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (y) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of any Credit Party, in respect of), all interests retained by any Credit Party, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

(iii)Absence of Duty.  Agent shall have no obligation whatsoever to any Lender, L/C Issuer or any other Person to assure that the property covered by the Collateral Documents exists or is owned by Borrower or any other Credit Party or is cared for, protected or insured or has been encumbered or that the Liens granted to Agent have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent in this Section 8.2(h) or in any of the Loan Documents, it being understood and agreed that in respect of the property covered by the Collateral Documents or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its discretion, given Agent’s own interest in property covered by the Collateral Documents as one of the Lenders and that Agent shall have no duty or liability whatsoever to any of the other Lenders, provided that Agent shall exercise the same care which it would in dealing with loans for its own account.

(i)Agency for Perfection.  Agent and each Lender hereby appoint each other Lender as agent for the purpose of perfecting Agent’s security interest in assets which, in accordance with the Code in any applicable jurisdiction, can be perfected by possession or control.  Should any Lender (other than Agent) obtain possession or control of any such assets, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor, shall deliver such assets to Agent or in accordance with Agent’s instructions or transfer control to Agent in accordance with Agent’s instructions.  Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Collateral Document or to realize upon any collateral security for the Loans unless instructed to do so by Agent in writing, it being understood and agreed that such rights and remedies may be exercised only by Agent.

(j)Notice of Default.  Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default except with respect to defaults in the payment of principal, interest and Fees required to be paid to Agent for the account of Lenders, unless Agent shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”.  Agent will use reasonable efforts to notify each Lender of its receipt of any such notice, unless such notice is with respect to defaults in the payment of principal, interest and fees, in which case Agent will notify each Lender of its receipt of such notice.  Agent shall take such action with respect to such Default or Event of Default as may be requested

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by Requisite Lenders in accordance with Section 6.  Unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interests of Lenders.

(k)Lender Actions Against Collateral.  Each Lender agrees that it will not take any action, nor institute any actions or proceedings, with respect to the Loans, against Borrower or any Credit Party hereunder or under the other Loan Documents or against any of the Real Estate encumbered by Mortgages without the consent of the Requisite Lenders.  With respect to any action by Agent to enforce the rights and remedies of Agent and the Lenders under this Agreement and the other Loan Documents, each Lender hereby consents to the jurisdiction of the court in which such action is maintained, and agrees to deliver its Notes to Agent to the extent necessary to enforce the rights and remedies of Agent for the benefit of the Lenders under the Mortgages in accordance with the provisions hereof.

8.3.Set Off and Sharing of Payments.  In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent.  Any Lender exercising a right to set off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender’s Pro Rata Share of the Obligations as would be necessary to cause all Lenders to share the amount so set off with each other Lender in accordance with their respective Pro Rata Shares.  Borrower agrees, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and upon doing so shall deliver such amount so set off to the Agent for the benefit of all Lenders in accordance with their Pro Rata Shares.

8.4.Disbursement of Funds.  Agent may, on behalf of Lenders, disburse funds to Borrower for Loans requested.  Each Lender shall reimburse Agent on demand for all funds disbursed on its behalf by Agent, or if Agent so requests, each Lender will remit to Agent its Pro Rata Share of any Loan before Agent disburses same to Borrower.  If Agent elects to require that each Lender make funds available to Agent prior to a disbursement by Agent to Borrower, Agent shall advise each Lender by telephone or fax of the amount of such Lender’s Pro Rata Share of the Loan requested by Borrower no later than 1:00 p.m. (New York time) on the Funding Date applicable thereto, and each such Lender shall pay Agent such Lender’s Pro Rata Share of such requested Loan, in same day funds, by wire transfer to Agent’s account on such Funding Date.  If any Lender fails to pay the amount of its Pro Rata Share within one (1) Business Day after Agent’s demand, Agent shall promptly notify Borrower, and Borrower shall immediately repay such amount to Agent.  Any repayment required pursuant to this Section 8.4 shall be without premium or penalty.  Nothing in this Section 8.4 or elsewhere in this Agreement or the other Loan Documents, including the provisions of Section 8.5, shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that Agent or Borrower may have against any Lender as a result of any default by such Lender hereunder.

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8.5.Disbursements of Advances; Payment.

(a)Advances; Payments.

(i)Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clauses (iii) and (iv) of Section 1.1(c).  If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time)on the date such Notice of a Revolving Credit Advance is received, by fax, telephone or other similar form of transmission.  Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Section 1.1(e) not later than 3:00 p.m. (New York time) on the requested Funding Date in the case of an Index Rate Loans and not later than 11:00 a.m. (New York time) on the requested Funding Date in the case of a LIBOR Loan.  After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower.  All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind.

(ii)At least once each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone or fax of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan.  Provided that each Lender has funded all payments and Advances required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it.  Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex E or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.  To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrower.

(b)Availability of Lender’s Pro Rata Share.  Agent may assume that each Revolving Lender will make its Pro Rata Share of each Revolving Credit Advance available to Agent on each Funding Date.  If such Pro Rata Share is not, in fact, paid to Agent by such Revolving Lender when due, Agent will be entitled to recover such amount on demand from such Revolving Lender without setoff, counterclaim or deduction of any kind.  If any Revolving Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify Borrower and Borrower shall immediately repay such amount to Agent.  Nothing in this Section 8.5(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Revolving Lender or to relieve any Revolving Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Revolving Lender as a result of any default by such Revolving Lender hereunder.  To the extent that Agent advances funds to Borrower on behalf of any Revolving Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by the applicable Revolving Lender.

(c)Return of Payments.

(i)If Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by Agent from Borrower and such

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related payment is not received by Agent, then Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind.

(ii)If Agent determines at any time that any amount received by Agent under this Agreement must be returned to Borrower or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, Agent will not be required to distribute any portion thereof to any Lender.  In addition, each Lender will repay to Agent on demand any portion of such amount that Agent has distributed to such Lender, together with interest at such rate, if any, as Agent is required to pay to Borrower or such other Person, without setoff, counterclaim or deduction of any kind.

(d)Non-Funding Lenders.  The failure of any Non-Funding Lender to make any Revolving Credit Advance or any payment required by it hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Advance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a participation or make any other payment required hereunder.  Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” or a “Revolving Lender” (or have the amounts owing to it be included in the calculation of “Requisite Lenders” or “Supermajority Revolving Lenders” hereunder) for any voting or consent rights under or with respect to any Loan Document.

(e)Dissemination of Information.  Agent shall use reasonable efforts to provide Lenders with any notice of Default or Event of Default received by Agent from, or delivered by Agent to, any Credit Party, with notice of any Event of Default of which Agent has actually become aware and with notice of any action taken by Agent following any Event of Default; provided, that Agent shall not be liable to any Lender for any failure to do so.

(f)Actions in Concert.  Anything in this Agreement to the contrary notwithstanding, each Lender hereby agrees with each other Lender that no Lender shall take any action to protect or enforce its rights arising out of this Agreement or the Notes (including exercising any rights of setoff) without first obtaining the prior written consent of Agent and Requisite Lenders, it being the intent of Lenders that any such action to protect or enforce rights under this Agreement and the Notes shall be taken in concert and at the direction or with the consent of Agent or Requisite Lenders.  Agent is authorized to issue all notices to be issued by or on behalf of the Lenders with respect to any Subordinated Debt and the Senior Notes.

SECTION 9.

MISCELLANEOUS

9.1.Indemnities.  Borrower agrees to indemnify, pay, and hold Agent, each Lender, each L/C Issuer and their respective officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any Indemnitee as a result of such Indemnitee being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, that Borrower shall have no obligation to an Indemnitee hereunder with respect to liabilities to the extent resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a

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court of competent jurisdiction.  If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

9.2.Amendments and Waivers.

(a)Except for actions expressly permitted to be taken by Agent, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or any consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, and by Requisite Lenders, Supermajority Revolving Lenders or all affected Lenders, as applicable.  Except as set forth in clauses (b) and (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders.

(b)No amendment, modification, termination or waiver of or consent with respect to any provision of this Agreement that increases the percentage advance rates set forth in the definition of the Borrowing Base or adjusts criteria or establishes new criteria for determining eligibility of Accounts, Rentals or Inventory that has the effect of making more credit available shall be effective unless the same shall be in writing and signed by Agent, Supermajority Revolving Lenders and Borrower.

(c)No amendment, modification, termination or waiver shall, unless in writing and signed by Agent and each Lender directly affected thereby:  (i) increase the principal amount of any Lender’s Commitment (which increase shall also require the consent of Requisite Lenders); (ii) reduce the principal of, rate of interest on or Fees payable with respect to any Loan or Letter of Credit Obligations of any affected Lender; (iii) extend any scheduled payment date or final maturity date of the principal amount of any Loan of any affected Lender; (iv) waive, forgive, defer, extend or postpone any payment of interest or Fees as to any affected Lender (which action shall be deemed only to affect those Lenders to whom such payments are made); (v) except in connection with a sale of Stock permitted by this Agreement, release any Guaranty or, except as otherwise permitted in Section 3.7, release Collateral with a book value exceeding 5% of the book value of all assets in the aggregate in any one (1) year (which action shall be deemed to directly affect all Lenders); (vi) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans that shall be required for Lenders or any of them to take any action hereunder; and (vii) amend or waive this Section 9.2 or the definitions of the terms “Requisite Lenders” or “Supermajority Revolving Lenders” insofar as such definitions affect the substance of this Section 9.2.  Furthermore, no amendment, modification, termination or waiver affecting the rights or duties of Agent or L/C Issuers under this Agreement or any other Loan Document shall be effective unless in writing and signed by Agent or L/C Issuers, as the case may be, in addition to Lenders required hereinabove to take such action.  Each amendment, modification, termination or waiver shall be effective only in the specific instance and for the specific purpose for which it was given.  No amendment, modification, termination or waiver shall be required for Agent to take additional Collateral pursuant to any Loan Document.  No amendment, modification, termination or waiver of any provision of any Note shall be effective without the written concurrence of the holder of that Note.  No notice to or demand on any Credit Party in any case shall entitle such Credit Party or any other Credit Party to any other or further notice or demand in similar or other circumstances.  Any amendment, modification, termination, waiver or consent effected in accordance with this Section 9.2 shall be binding upon each holder of the Notes at the time outstanding and each future holder of the Notes.

9.3.Notices.  Any notice or other communication required shall be in writing addressed to the respective party as set forth below and may be personally served, telecopied, sent by overnight courier service or U.S. mail and shall be deemed to have been given:  (a) if delivered in person, when delivered; (b) if delivered by fax, on the date of transmission if transmitted on a Business Day before 4:00 p.m. New

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York Time;(c) if delivered by overnight courier, one (1) Business Day after delivery to the courier properly addressed; or (d) if delivered by U.S. mail, four (4) Business Days after deposit with postage prepaid and properly addressed.

Notices shall be addressed as follows:
If to Borrower:	Dayton Superior Corporation 777 Washington Village Drive, Suite 130 Dayton, OH  45459 ATTN:  Edward J. Puisis Fax:  (937) 428-9115
With a copy to:	Latham & Watkins 885 Third Avenue, Suite 1000 New York, NY  10022 ATTN:  Kirk Davenport Fax:  (212) 751-4864
If to Agent or GE Capital:	GENERAL ELECTRIC CORPORATION 335 Madison Avenue 12th Floor New York, New York  10017 ATTN:  Dayton Superior Account Officer Fax:  (212) 983-8767
With a copy to:	GENERAL ELECTRIC CAPITAL CORPORATION 201 High Ridge Road Stamford, Connecticut  06927-5100 ATTN:  Corporate Counsel   Corporate Financial Services – Global Sponsor Finance Fax:  (203) 316-7899
	And
	GENERAL ELECTRIC CAPITAL CORPORATION 335 Madison Avenue, 11th Floor New York, New York  10017 ATTN:  Corporate Counsel   Corporate Financial Services – Global Sponsor Finance Fax:  (212) 983-8767
If to a Lender:	To the address set forth on the signature page hereto or in the applicable Assignment Agreement

9.4.Failure or Indulgence Not Waiver; Remedies Cumulative.  No failure or delay on the part of Agent or any Lender to exercise, nor any partial exercise of, any power, right or privilege hereunder or

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under any other Loan Documents shall impair such power, right, or privilege or be construed to be a waiver of any Default or Event of Default.  All rights and remedies existing hereunder or under any other Loan Document are cumulative to and not exclusive of any rights or remedies otherwise available.

9.5.Marshaling; Payments Set Aside.  Neither Agent nor any Lender shall be under any obligation to marshal any assets in payment of any or all of the Obligations.  To the extent that Borrower makes payment(s) or Agent enforces its Liens or Agent or any Lender exercises its right of set-off, and such payment(s) or the proceeds of such enforcement or set-off is subsequently invalidated, declared to be fraudulent or preferential, set aside, or required to be repaid by anyone, then to the extent of such recovery, the Obligations or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred.

9.6.Severability.  The invalidity, illegality, or unenforceability in any jurisdiction of any provision under the Loan Documents shall not affect or impair the remaining provisions in the Loan Documents.

9.7.Lenders’ Obligations Several; Independent Nature of Lenders’ Rights.  The obligation of each Lender hereunder is several and not joint and no Lender shall be responsible for the obligation or commitment of any other Lender hereunder.  In the event that any Lender at any time should fail to make a Loan as herein provided, the Lenders, or any of them, at their sole option, may make the Loan that was to have been made by the Lender so failing to make such Loan.  Nothing contained in any Loan Document and no action taken by Agent or any Lender pursuant hereto or thereto shall be deemed to constitute Lenders to be a partnership, an association, a joint venture or any other kind of entity.  The amounts payable at any time hereunder to each Lender shall be a separate and independent debt.

9.8.Headings.  Section and subsection headings are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purposes or be given substantive effect.

9.9.Applicable Law.  THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS WHICH DOES NOT EXPRESSLY SET FORTH APPLICABLE LAW SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES WHICH SHALL BE DEEMED NOT TO INCLUDE SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

9.10.Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns except that Borrower may not assign its rights or obligations hereunder without the written consent of all Lenders.

9.11.No Fiduciary Relationship; Limited Liability.  No provision in the Loan Documents and no course of dealing between the parties shall be deemed to create any fiduciary duty owing to any Credit Party by Agent or any Lender.  Borrower agrees that neither Agent nor any Lender shall have liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless and to the extent that it is determined that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought as determined by a final non-appealable order by a court of competent jurisdiction.  Neither Agent nor any Lender shall have any liability with respect to, and Borrower hereby waives, releases and agrees not to sue for, any special, indirect or

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consequential damages suffered by any Credit Parties in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

9.12.Construction.  Agent, each Lender, Borrower and each other Credit Party acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review the Loan Documents with its legal counsel and that the Loan Documents shall be construed as if jointly drafted by Agent, each Lender, Borrower and each other Credit Party.

9.13.Confidentiality.  Agent and each Lender agree to exercise their best efforts to keep confidential any non-public information delivered pursuant to the Loan Documents and identified as such by Borrower and not to disclose such information to Persons other than to potential assignees or participants or to Persons employed by or engaged by Agent, a Lender or a Lender’s assignees or participants including attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services.  The confidentiality provisions contained in this Section 9.13 shall not apply to disclosures (i) required to be made by Agent or any Lender to any regulatory or governmental agency or pursuant to legal process or (ii) consisting of general portfolio information that does not identify Borrower.  The obligations of Agent and Lenders under this Section 9.13 shall supersede and replace the obligations of Agent and Lenders under any confidentiality agreement in respect of this financing executed and delivered by Agent or any Lender prior to the date hereof.  Notwithstanding anything to the contrary set forth herein or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, the parties acknowledge and agree that (i) any obligations of confidentiality contained herein and therein do not apply and have not applied from the commencement of discussions between the parties to the tax treatment and tax structure of the transactions contemplated by the Loan Documents (and any related transactions or arrangements), and (ii) each party (and each of its employees, representatives, or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of such transactions and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, all within the meaning of Treasury Regulations Section 1.6011-4; provided, however, that each party recognizes that the privilege each has to maintain, in its sole discretion, the confidentiality of a communication relating to such transactions, including a confidential communication with its attorney or a confidential communication with a federally authorized tax practitioner under IRC Section 7525, is not intended to be affected by the foregoing.

9.14.CONSENT TO JURISDICTION.  BORROWER AND CREDIT PARTIES HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK COUNTY, STATE OF NEW YORK AND IRREVOCABLY AGREE THAT, SUBJECT TO AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS.  BORROWER AND CREDIT PARTIES EXPRESSLY SUBMIT AND CONSENT TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS.  BORROWER AND CREDIT PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREE THAT ALL SUCH SERVICE OF PROCESSMAY BE MADE UPON BORROWER AND CREDIT PARTIES BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER, AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICESO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.  IN ANY LITIGATION, TRIAL, ARBITRATION OR OTHER DISPUTE RESOLUTION PROCEEDING RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, ALL DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF BORROWER, CREDIT PARTIES OR ANY OF THEIR AFFILIATES SHALL BE DEEMED TO BE EMPLOYEES OR MANAGING AGENTS OF BORROWER OR SUCH CREDIT

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PARTY FOR PURPOSES OF ALL APPLICABLE LAW OR COURT RULES REGARDING THE PRODUCTION OF WITNESSES BY NOTICE FOR TESTIMONY (WHETHER IN A DEPOSITION, AT TRIAL OR OTHERWISE).  BORROWER AND CREDIT PARTIES AGREE THAT AGENT’S OR ANY LENDER’S COUNSEL IN ANY SUCH DISPUTE RESOLUTION PROCEEDING MAY EXAMINE ANY OF THESE INDIVIDUALS AS IF UNDER CROSS-EXAMINATION AND THAT ANY DISCOVERY DEPOSITION OF ANY OF THEM MAY BE USED IN THAT PROCEEDING AS IF IT WERE AN EVIDENCE DEPOSITION.  BORROWER AND CREDIT PARTIES IN ANY EVENT WILL USE ALL COMMERCIALLY REASONABLE EFFORTS TO PRODUCE IN ANY SUCH DISPUTE RESOLUTION PROCEEDING, AT THE TIME AND IN THE MANNER REQUESTED BY AGENT OR ANY LENDER, ALL PERSONS, DOCUMENTS (WHETHER IN TANGIBLE, ELECTRONIC OR OTHER FORM) OR OTHER THINGS UNDER THEIR CONTROL AND RELATING TO THE DISPUTE.

9.15.WAIVER OF JURY TRIAL.  BORROWER, CREDIT PARTIES, AGENT AND EACH LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.  BORROWER, CREDIT PARTIES, AGENT AND EACH LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.  BORROWER, CREDIT PARTIES, AGENT AND EACH LENDER WARRANT AND REPRESENT THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

9.16.Survival of Warranties and Certain Agreements.  All agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement, the making of the Loans, issuances of Letters of Credit and the execution and delivery of the Notes.  Notwithstanding anything in this Agreement or implied by law to the contrary, the agreements of Borrower set forth in Sections 1.3(g), 1.10, 1.11 and 9.1 shall survive the repayment of the Obligations and the termination of this Agreement as unsecured liabilities following release of the Collateral.

9.17.Entire Agreement.  This Agreement, the Notes and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior commitments, agreements, representations, and understandings, whether oral or written, relating to the subject matter hereof, and may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the parties hereto.  All Exhibits, Schedules and Annexes referred to herein are incorporated in this Agreement by reference and constitute a part of this Agreement.

9.18.Counterparts; Effectiveness.  This Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one in the same instrument.  This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto.

9.19.Replacement of Lenders.

(a)Within fifteen (15) days after receipt by Borrower of written notice and demand from any Lender for payment pursuant to Section 1.10 or 1.11 or, as provided in this Section 9.19(c), in the case of certain refusals by any Lender to consent to certain proposed amendments, modifications,

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terminations or waivers with respect to this Agreement that have been approved by Requisite Lenders, Supermajority Revolving Lenders or all affected Lenders, as applicable (any such Lender demanding such payment or refusing to so consent being referred to herein as an “Affected Lender”), Borrower may, at its option, notify Agent and such Affected Lender of its intention to do one of the following:

(i)Borrower may obtain, at Borrower’s expense, a replacement Lender   (“Replacement Lender”) for such Affected Lender, which Replacement Lender shall be reasonably satisfactory to Agent.  In the event Borrower obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Commitments hereunder within ninety (90) days following notice of Borrower’s intention to do so, the Affected Lender shall sell and assign all of its rights and delegate all of its obligations under this Agreement to such Replacement Lender in accordance with the provisions of Section 8.1, provided that Borrower has reimbursed such Affected Lender for any administrative fee payable pursuant to Section 8.1 and, in any case where such replacement occurs as the result of a demand for payment pursuant to Section 1.10 or 1.11, paid all amounts required to be paid to such Affected Lender pursuant to Section 1.10 or 1.11 through the date of such sale and assignment; or

(ii)Borrower may, with Agent’s consent, prepay in full all outstanding Obligations owed to such Affected Lender and terminate such Affected Lender’s Pro Rata Share of the Revolving Loan Commitment, in which case the Revolving Loan Commitment will be reduced by the amount of such Pro Rata Share.  Borrower shall, within ninety (90) days following notice of its intention to do so, prepay in full all outstanding Obligations owed to such Affected Lender (including, in any case where such prepayment occurs as the result of a demand for payment for increased costs, such Affected Lender’s increased costs for which it is entitled to reimbursement under this Agreement through the date of such prepayment), and terminate such Affected Lender’s obligations under the Revolving Loan Commitment.

(b)In the case of a Non-Funding Lender pursuant to Section 8.5(a), at Borrower’s request, Agent or a Person acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Loans and Commitments of that Non-Funding Lender for an amount equal to the principal balance of all Loans held by such Non-Funding Lender and all accrued interest and Fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.

(c)If, in connection with any proposed amendment, modification, waiver or termination pursuant to Section 9.2 (a “Proposed Change”):

(i)requiring the consent of all affected Lenders, the consent of Requisite Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this clause (i) and in clauses (ii), (iii) and (iv) below being referred to as a “Non-Consenting Lender”),

(ii)requiring the consent of Supermajority Revolving Lenders, the consent of Requisite Lenders is obtained, but the consent of Supermajority Revolving Lenders is not obtained,

(iii)requiring the consent of Requisite Lenders, the consent of Lenders holding 51% or more of the aggregate Revolving Loan Commitments is obtained, but the consent of Requisite Lenders is not obtained, or

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then, so long as Agent is not a Non-Consenting Lender, at Borrower’s request Agent, or a Person reasonably acceptable to Agent, shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon Agent’s request, sell and assign to Agent or such Person, all of the Loans and Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all Loans held by the Non-Consenting Lenders and all accrued interest and Fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.

9.20.Delivery of Termination Statements and Mortgage Releases.  Upon payment in full in cash and performance of all of the Obligations (other than contingent indemnification Obligations to the extent no unsatisfied claim has been asserted), termination of the Commitments and the provision of cash collateral (or back-to-back standby letters of credit) for all Letter of Credit Obligations to the extent required (or permitted) by this Agreement and a release of all claims against Agent and Lenders, and so long as no suits, actions proceedings, or claims are pending or threatened against any Indemnitee asserting any damages, losses or liabilities that are indemnified liabilities hereunder, Agent shall deliver to Borrower termination statements, mortgage releases and other documents necessary or appropriate to evidence the termination of the Liens securing payment of the Obligations.

9.21.Subordination Of Intercompany Debt

(a)Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly owed to such Credit Party by any other Credit Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations.  Each Credit Party hereby agrees that, while any Event of Default is continuing, to the extent so directed in writing by Agent, such Credit Party will not accept any payment, including by offset, on any Intercompany Debt until the Termination Date.

(b)In the event that any payment on any Intercomapny Debt shall be received by a Credit Party other than as permitted by this Section 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing.

(c)Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders).

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Witness the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above.

DAYTON SUPERIOR CORPORATION,
as Borrower
By:	/s/ Edward J. Puisis
	Edward J. Puisis
	Vice President and Chief Financial Officer
AZTEC CONCRETE ACCESSORIES, INC.,
as a Credit Party
By:	/s/ Edward J. Puisis
	Edward J. Puisis
	Vice President and Chief Financial Officer
DAYTON SUPERIOR SPECIALTY CHEMICAL CORP.,
as a Credit Party
By:	/s/ Edward J. Puisis
	Edward J. Puisis
	Vice President and Chief Financial Officer
DUR-O-WAL, INC.,
as a Credit Party
By:	/s/ Edward J. Puisis
	Edward J. Puisis
	Vice President and Chief Financial Officer
SOUTHERN CONSTRUCTION PRODUCTS, INC.,
As a Credit Party
By:	/s/ Edward J. Puisis
	Edward J. Puisis
	Vice President and Chief Financial Officer
SYMONS CORPORATION,
as a Credit Party
By:	/s/ Edward J. Puisis
	Edward J. Puisis
	Vice President and Chief Financial Officer

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TREVECCA HOLDINGS, INC.,
as a Credit Party
By:	/s/ Edward J. Puisis
	Edward J. Puisis
	Vice President and Chief Financial Officer
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent, an L/C Issuer and a Lender
Name:		/s/ Marc C. Robinson
		Its Duly Authorized Signatory

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ANNEX A

to

CREDIT AGREEMENT

DEFINITIONS

Capitalized terms used in the Loan Documents shall have (unless otherwise provided elsewhere in the Loan Documents) the following respective meanings and all references to Sections, Exhibits, Schedules or Annexes in the following definitions shall refer to Sections, Exhibits, Schedules or Annexes of or to the Agreement:

“Account Debtor” means any Person who may become obligated to any Credit Party under, with respect to, or on account of, an Account, Chattel Paper or General Intangibles (including a payment intangible).

“Accounts” means all “accounts,” as such term is defined in the Code, now owned or hereafter acquired by any Credit Party, including (a) all accounts receivable, other receivables, Rentals, book debts and other forms of obligations (other than, except in the case of Rentals, forms of obligations evidenced by Chattel Paper or Instruments), (including any such obligations that may be characterized as an account or contract right under the Code), (b) all of each Credit Party’s rights in, to and under all purchase orders or receipts for goods or services, (c) all of each Credit Party’s rights to any goods represented by any of the foregoing (including unpaid sellers’ rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), (d) all rights to payment due to any Credit Party for property sold, leased, licensed, assigned or otherwise disposed of, for a policy of insurance issued or to be issued, for a secondary obligation incurred or to be incurred, for energy provided or to be provided, for the use or hire of a vessel under a charter or other contract, arising out of the use of a credit card or charge card, or for services rendered or to be rendered by such Credit Party or in connection with any other transaction (whether or not yet earned by performance on the part of such Credit Party), (e) all healthcare insurance receivables, and (f) all collateral security of any kind, now or hereafter in existence, given by any Account Debtor or other Person with respect to any of the foregoing.

“Acquisition Pro Forma” has the meaning ascribed to it in Section 3.6(b)(ix)(A).

“Acquisition Projections” has the meaning ascribed to it in Section 3.6(b)(ix)(B).

“Advances” means any Revolving Credit Advance or Swing Line Advance, as the context may require.

“Affected Lender” has the meaning ascribed to it in Section 9.19(a).

“Affiliate” means, with respect to any Person, (a) each Person that, directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, 5% or more of the Stock having ordinary voting power in the election of directors of such Person, (b) each Person that controls, is controlled by or is under common control with such Person, (c) each of such Person’s officers, directors, joint venturers and partners and (d) in the case of Borrower, the immediate family members, spouses and lineal descendants of individuals who are Affiliates of Borrower.  For the purposes of this definition, “control” of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise; provided, however, that the term “Affiliate” shall specifically exclude Agent and each Lender.

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“Affiliate Transaction” has the meaning ascribed to it in Section 3.8.

“Agent” means GE Capital in its capacity as Agent for Lenders or its successor appointed pursuant to Section 8.2.

“Agreement” means this Credit Agreement (including all schedules, subschedules, annexes and exhibits hereto), as the same may be amended, supplemented, restated or otherwise modified from time to time.

“Applicable Margins” means collectively the Applicable Revolver Index Margin and the Applicable Revolver LIBOR Margin.

“Applicable Revolver Index Margin” means the per annum interest rate margin from time to time in effect and payable in addition to the Index Rate applicable to the Revolving Loan, as determined by reference to Section 1.2(a).

“Applicable Revolver LIBOR Margin” means the per annum interest rate from time to time in effect and payable in addition to the LIBOR Rate applicable to the Revolving Loan, as determined by reference to Section 1.2(a).

“Asset Disposition” means the disposition whether by sale, lease, transfer, loss, damage, destruction, casualty, condemnation or otherwise of any of the following:  (a) any of the Stock or other equity or ownership interest of any of Borrower’s direct or indirect Subsidiaries or (b) any or all of the assets of Borrower or any of its Subsidiaries other than sales (including the sale of rental Inventory), lease, transfer, rentals or other disposition of Inventory in the ordinary course of business.

“Assignment Agreement” has the meaning ascribed to it in Section 8.1(a).

“Aztech” means Aztech Concrete Accessories, Inc.

“Bankruptcy Code” means the provisions of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. or other applicable bankruptcy, insolvency or similar laws.

“Borrower” has the meaning ascribed to it in the preamble to the Agreement.

“Borrowing Availability” means as of any date of determination the least of (i) the Maximum Amount less the sum of (a) the Revolving Loan then outstanding (including, without duplication, the outstanding balance of Letter of Credit Obligations then outstanding),and(b) the Swing Line Loan then outstanding (ii) the Borrowing Base, less the sum of (a) the Revolving Loan then outstanding (including, without duplication, the outstanding balance of Letter of Credit Obligations then outstanding),(b) the Swing Line Loan then outstanding, and (c) Reserves required by Agent in its reasonable credit judgment and (iii) the maximum amount that if advanced on such date under this Agreement, whether as a Revolving Credit Advance or a Letter of Credit, would constitute “Permitted Indebtedness” (under and as such term is defined in the Senior Notes Indenture as in effect at such date).

“Borrowing Base” means, as of any date of determination by Agent, an amount equal to the sum at such time of:

(d)85%of the net amount of Eligible Accounts of Borrower and its Domestic Subsidiaries which are not more than 120 days past invoice date and 80% of the net amount of Eligible Accounts of Borrower and its Domestic Subsidiaries which are more

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than 120 and not more then 150 days past invoice date, in each case, at such time (such percentages being subject to adjustment as provided in Section 1.7); plus

(e)the lesser of 60% of the cost or 85% of the Net Orderly Liquidation Value of Eligible Inventory of Borrower and its Domestic Subsidiaries (such percentages being subject to adjustment as provided in Section 1.8); minus

(f)$10,000,000; minus

(g)the amount by which, as of the calendar month most recently ended on or prior to such date of determination, the current liabilities of Symons as determined in accordance with GAAP (other than the current portion of the Loans and other than Intercompany Notes) exceeds $7,500,000.

“Borrowing Base Certificate” has the meaning ascribed to it in Section 4.9(d).

“Business Day” means any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the State of New York or Ohio and in reference to LIBOR Loans shall mean any such day that is also a LIBOR Business Day.

“Business Plan” means Borrower’s forecasted consolidated and Consolidating:  (a) balance sheets; (b) profit and loss statements; (c) cash flow statements; and (d) capitalization statements, all prepared for Borrower and its Subsidiaries in form consistent with the historical Financial Statements of Borrower and its Subsidiaries (including those of any Target acquired in a Permitted Acquisition), together with appropriate supporting details and a statement of underlying assumptions.

“Capital Lease” means, with respect to any Person, any lease of any property (whether real, personal or mixed) by such Person as lessee that, in accordance with GAAP, would be required to be classified and accounted for as a capital lease on a balance sheet of such Person.

“Capital Lease Obligation” means, with respect to any Capital Lease of any Person, the amount of the obligation of the lessee thereunder that, in accordance with GAAP, would appear on a balance sheet of such lessee in respect of such Capital Lease.

“Cash Equivalents” means:  (i) marketable securities (A) issued or directly and unconditionally guaranteed as to interest and principal by the United States government or (B) issued by any agency of the United States government the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one (1) year after acquisition thereof; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after acquisition thereof and having, at the time of acquisition, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iii) commercial paper maturing no more than one year from the date of acquisition and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iv) certificates of deposit or bankers’ acceptances issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that is at least (A) ”adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (B) has Tier 1 capital (as defined in such regulations) of not less than $250,000,000, in each case maturing within one year after issuance or acceptance thereof; and (v) shares of any money market mutual or similar funds that (A) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) through (iv) above, (B) has net assets of not less than $500,000,000 and (C) has the highest rating obtainable from either S&P or Moody’s.

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“Certificate of Exemption” has the meaning ascribed to it in Section 1.11(c).

“Change of Control” means any of the following:  (a) Odyssey Investment Partners ceases to own either (i) more than 50% of the issued and outstanding shares of stock of Borrower having the right to vote for the election of directors of Borrower under ordinary circumstances or (ii) more than 50% of the issued and outstanding shares of stock of a corporation of which the Borrower is a wholly owned Subsidiary having the right to vote for the election of directors of such corporation under ordinary circumstances; or (b) the occurrence of a “Change of Control” (as defined in the Senior Notes Indenture) or a “Change of Control” (as defined in the Senior Subordinated Notes Indenture).

“Charges” means all federal, state, county, city, municipal, local, foreign or other governmental taxes (including premiums and other amounts owed to the PBGC at the time due and payable), levies, assessments, charges, liens, claims or encumbrances upon or relating to (a) the Collateral, (b) the Obligations, (c) the employees, payroll, income or gross receipts of any Credit Party, (d) any Credit Party’s ownership or use of any properties or other assets, or (e) any other aspect of any Credit Party’s business.

“Chattel Paper” means any “chattel paper,” as such term is defined in the Code, including electronic chattel paper, now owned or hereafter acquired by any Credit Party, wherever located.

“Closing Checklist” means the schedule, including all appendices, exhibits or schedules thereto, listing certain documents and information to be delivered in connection with the Agreement, the other Loan Documents and the transactions contemplated thereunder, substantially in the form attached hereto as Annex C.

“Closing Date” means January 30, 2004.

“Closing Refinancing” means the payment in full by Borrower of the Prior Lender Obligations on the Closing Date (and the provision of required cash collateral for letters of credit outstanding under the Existing Credit Facility).

“Code” means the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the State of New York; provided, that to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Agent’s or any Lender’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.

“Collateral” means the property covered by the Security Agreement, the Mortgages and the other Collateral Documents and any other property, real or personal, tangible or intangible, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of Agent, on behalf of itself and Lenders, to secure the Obligations or any portion thereof.

“Collateral Documents” means the Security Agreement, the Pledge Agreements, the Guaranties, the Mortgages, the Patent Security Agreements, the Trademark Security Agreements, the Copyright Security Agreements, the Control Agreements, lock-box account agreements, and all similar agreements

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entered into guaranteeing payment of, or granting a Lien upon property as security for payment of, the Obligations or any portion thereof.

“Commitment Termination Date” means the earliest of (a) January 30, 2007, (b) the date of termination of Lenders’ obligations to make Advances and to incur Letter of Credit Obligations or permit existing Loans to remain outstanding pursuant to Section 6.3, and (c) the date of (i)  prepayment in full by Borrower of the Loans, (ii) the cancellation and return of (or, to the extent permitted hereby, the provision of back-to-back stand-by letters of credit for) all Letters of Credit or the cash collateralization of all Letter of Credit Obligations pursuant to Section 1.5(g), and (iii) the permanent reduction of the Commitments to zero dollars ($0).

“Commitments” means (a) as to any Lender, the aggregate of such Lender’s Revolving Loan Commitment and Swing Line Commitment as set forth on Annex B to the Agreement or in the most recent Assignment Agreement executed by such Lender and (b) as to all Lenders, the aggregate of all Lenders’ Revolving Loan Commitments and Swing Line Commitments, which aggregate commitment shall be eighty million dollars ($80,000,000) on the Closing Date, as such Commitments may be reduced, amortized or adjusted from time to time in accordance with the Agreement.

“Compliance and Pricing Certificate” has the meaning ascribed to it in Section 4.9(k).

“Consolidating” means, for purposes of Section 4.9 hereof, financials reflecting the consolidating information of (i) the Borrower and its Subsidiaries (other than Symons and Dayton Superior Canada Ltd.), (ii) Symons and (iii) Dayton Superior Canada Ltd.

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability of that Person:  (i) with respect to Guaranteed Indebtedness and with respect to any Indebtedness, lease, dividend or other obligation of another Person if the purpose or intent of the Person incurring such liability, or the effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; (ii) with respect to any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (iii) under any foreign exchange contract, currency swap agreement, interest rate swap agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, (iv) any agreement, contract or transaction involving commodity options or future contracts, (v) to make take-or-pay or similar payments if required regardless of nonperformance by any other party or parties to an agreement, or (vi) pursuant to any agreement to purchase, repurchase or otherwise acquire any obligation or any property constituting security therefor, to provide funds for the payment or discharge of such obligation or to maintain the solvency, financial condition or any balance sheet item or level of income of another.  The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported or, if not a fixed and determined amount, the maximum amount so guaranteed.

“Contractual Obligations” means, as applied to any Person, any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject including the Related Transactions Documents.

“Control Agreements” means tri-party deposit account, securities account or commodities account control agreements by and among the applicable Credit Party, Agent and the depository, securities intermediary or commodities intermediary, and each in form and substance satisfactory in all respects to Agent and in any event providing to Agent control of such deposit account, securities account

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or commodities account within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code.

“Copyright License” means any and all rights nor owned or hereafter acquired by any Credit Party under any written agreement granting any right to use any Copyright or Copyright registration.

“Copyright Security Agreements” means the Copyright Security Agreements made in favor of Agent, on behalf of itself and Lenders, by each applicable Credit Party.

“Copyrights” means all of the following now owned or hereafter adopted or acquired by any Credit Party:  (a) all copyrights and General Intangibles of like nature (whether registered or unregistered), all registrations and recordings thereof, and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office or in any similar office or agency of the United States, any state or territory thereof, or any other country or any political subdivision thereof; and (b) all reissues, extensions or renewals thereof.

“Credit Parties” means Borrower, and each of its Domestic Subsidiaries and each other Person who executes this Agreement as a “Credit Party” or a Guaranty or who grants a Lien on all or part of its assets to secure all of part of the Obligations.

“Currency Agreement” means any foreign exchange contracts, currency swap agreements or other similar agreements or arrangements designed to protect Borrower or any Subsidiary of Borrower against fluctuations in currency values.

“DSC” means Dayton Superior Specialty Chemical Corp.

“Deemed Cash” means:

(a)liabilities (as shown on Borrower’s or the applicable Subsidiary’s most recent balance sheet) of Borrower or any such Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee of any such assets and for which Borrower and its Subsidiaries receive a written release from all creditors;

(b)any notes or other obligations received by Borrower or any such Subsidiary from such transferee that are converted by Borrower or such Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and

(c)any Designated Noncash Consideration received by Borrower or any of its Subsidiaries in such Asset Disposition having an aggregate fair market value, when taken together with all other Designated Noncash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed 5% of Total Assets at the time of the receipt of such Designated Noncash Consideration with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value.

“Default” means any event that, with the passage of time or notice or both, would, unless cured or waived, become an Event of Default.

“Default Rate” has the meaning ascribed to it in Section 1.2(d).

“Designated Noncash Consideration” means any non-cash consideration received by Borrower or one of its Subsidiaries in connection with an Asset Disposition that is designated as Designated Noncash

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Consideration pursuant to a certificate of principal executive officer and the principal financial officer of Borrower that is delivered to Agent and executed at the time of such Asset Disposition. Any particular item of Designated Noncash Consideration will cease to be considered to be outstanding once it has been sold for cash or Cash Equivalents. At the time of receipt of any Designated Noncash Consideration, Borrower shall deliver a certificate of an authorized officer of Borrower to Agent that shall state the fair market value of such Designated Noncash Consideration and shall state the basis of such valuation, which shall be a report of a nationally recognized investment banking, appraisal or accounting firm with respect to the receipt in one transaction or a series of related transactions, of Designated Noncash Consideration with a fair market value in excess of $10,000,000.

“Disbursement Account” has the meaning ascribed to it in Section 1.1(e).

“Disclosure Schedules” means the Schedules prepared by Borrower and denominated as Schedules 2.7 through 5.18 in the index to the Agreement.

“Disqualified Stock” means that portion of any Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control) on or prior to the final maturity date of the Senior Notes.

“Documents” means any “document,” as such term is defined in the Code, including electronic documents, now owned or hereafter acquired by any Credit Party, wherever located.

“Dollars” or “$” means lawful currency of the United States of America.

“Domestic Subsidiaries” means each of Dur-O-Wal, Symons, DSC, Trevecca Holdings, Inc., and Aztec and each other Subsidiary of Borrower that is organized under the laws of a State of the United States of America or under the laws of the United States of America.

“Dur-O-Wall” means Dur-O-Wall, Inc.

“Eligible Accounts” has the meaning ascribed to it in Schedule 1 to Exhibit 4.9(d).

“Eligible Inventory” has the meaning ascribed to it in Schedule 1 to Exhibit 4.9(d).

“Environmental Laws” means all applicable federal, state, local and foreign laws, statutes, ordinances, codes, rules, standards and regulations, now or hereafter in effect, and any applicable judicial or administrative interpretation thereof, including any applicable judicial or administrative order, consent decree, order or judgment, imposing liability or standards of conduct for or relating to the regulation and protection of human health, safety, the environment and natural resources (including ambient air, surface water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation).  Environmental Laws include the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.) (“CERCLA”); the Hazardous Materials Transportation Authorization Act of 1994 (49 U.S.C. §§ 5101 et seq.); the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.); the Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq.); the Toxic Substance Control Act (15 U.S.C. §§ 2601 et seq.); the Clean Air Act (42 U.S.C. §§ 7401 et seq.); the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.); the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.); and the Safe Drinking Water Act (42 U.S.C. §§ 300(f) et seq.), and any

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and all regulations promulgated thereunder, and all analogous state, local and foreign counterparts or equivalents and any environmental transfer of ownership notification or approval statutes.

“Environmental Liabilities” means, with respect to any Person, all liabilities, obligations, responsibilities, response, remedial and removal costs, investigation and feasibility study costs, capital costs, operation and maintenance costs, losses, damages, punitive damages, property damages, natural resource damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants), fines, penalties, sanctions and interest incurred as a result of or related to any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including any arising under or related to any Environmental Laws, Environmental Permits, or in connection with any Release or threatened Release or presence of a Hazardous Material whether on, at, in, under, from or about or in the vicinity of any real or personal property.

“Environmental Permits” means all permits, licenses, authorizations, certificates, approvals or registrations required by any Governmental Authority under any Environmental Laws.

“Equipment” means all “equipment,” as such term is defined in the Code, now owned or hereafter acquired by any Credit Party, wherever located and, in any event, including all such Credit Party’s machinery and equipment, including processing equipment, conveyors, machine tools, data processing and computer equipment, including embedded software and peripheral equipment and all engineering, processing and manufacturing equipment, office machinery, furniture, materials handling equipment, tools, attachments, accessories, automotive equipment, trailers, trucks, forklifts, molds, dies, stamps, motor vehicles, rolling stock and other equipment of every kind and nature, trade fixtures and fixtures not forming a part of real property, together with all additions and accessions thereto, replacements therefor, all parts therefor, all substitutes for any of the foregoing, fuel therefor, and all manuals, drawings, instructions, warranties and rights with respect thereto, and all products and proceeds thereof and condemnation awards and insurance proceeds with respect thereto.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any regulations promulgated thereunder.

“ERISA Affiliate” means, with respect to any Credit Party, any trade or business (whether or not incorporated) that, together with such Credit Party, are treated as a single employer within the meaning of Sections 414(b), (c), (m) or (o) of the IRC.

“ERISA Event” means, with respect to any Credit Party or any ERISA Affiliate, (a) any event described in Section 4043(c) of ERISA with respect to a Title IV Plan; (b) the withdrawal of any Credit Party or ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (c) the complete or partial withdrawal of any Credit Party or any ERISA Affiliate from any Multiemployer Plan; (d) the filing of a notice of intent to terminate a Title IV Plan or the treatment of a plan amendment as a termination under Section 4041 of ERISA; (e) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC; (f) the failure by any Credit Party or ERISA Affiliate to make when due required contributions to a Multiemployer Plan or Title IV Plan unless such failure is cured within 30 days; (g) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or for the imposition of liability under Section 4069 or 4212(c) of ERISA; (h) the termination of a Multiemployer Plan under Section 4041A of ERISA or the reorganization or insolvency of a Multiemployer Plan under Section 4241 or 4245 of ERISA; or (i) the loss of a Qualified

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Plan’s qualification or tax exempt status; or (j) the termination of a Plan described in Section 4064 of ERISA.

“ESOP” means a Plan that is intended to satisfy the requirements of Section 4975(e)(7) of the IRC.

“Event of Default” has the meaning ascribed to it in Section 6.1.

“Existing Credit Facility” has the meaning ascribed to it in the definition of “Prior Lender.”

“Excluded Taxes” has the meaning ascribed to it in Section 1.11(a).

“Fair Labor Standards Act” means the Fair Labor Standards Act, 29 U.S.C. § 201 et seq.

“Federal Funds Rate” means, for any day, a floating rate equal to the weighted average of the rates on overnight federal funds transactions among members of the Federal Reserve System, as determined by Agent in its sole discretion, which determination shall be final, binding and conclusive (absent manifest error).

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System.

“Fees” means any and all fees payable to Agent or any Lender pursuant to the Agreement or any of the other Loan Documents.

“Financial Statements” means the consolidated and Consolidating income statements, statements of cash flows and balance sheets of Borrower and its Subsidiaries delivered in accordance with Section 4.9.

“Fiscal Month” means any of the monthly accounting periods of Borrower.

“Fiscal Quarter” means any of the quarterly accounting periods of Borrower, ending on March 31, June 30, September 30 and December 31 of each year.

“Fiscal Year” means any of the annual accounting periods of Borrower ending on December 31 of each year.

“Fixtures” means all “fixtures” as such term is defined in the Code, now owned or hereafter acquired by any Credit Party.

“Foreign Lender” has the meaning ascribed to it in Section 1.11(c).

“Foreign Subsidiary” means a Subsidiary of Borrower other than a Domestic Subsidiary.

“Funding Date” has the meaning ascribed to it in Section 7.2.

“GAAP” means generally accepted accounting principles in the United States of America, consistently applied.

“GE Capital” has the meaning ascribed to it in the Preamble.

“GE Capital Fee Letter” has the meaning ascribed to it in Section 1.3(a).

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“General Intangibles” means “general intangibles,” as such term is defined in the Code, now owned or hereafter acquired by any Credit Party, including all right, title and interest that such Credit Party may now or hereafter have in or under any Contractual Obligation, all payment intangibles, customer lists, Licenses, Copyrights, Trademarks, Patents, and all applications therefor and reissues, extensions or renewals thereof, rights in Intellectual Property, interests in partnerships, joint ventures and other business associations, licenses, permits, copyrights, trade secrets, proprietary or confidential information, inventions (whether or not patented or patentable), technical information, procedures, designs, knowledge, know-how, software, data bases, data, skill, expertise, experience, processes, models, drawings, materials and records, goodwill (including the goodwill associated with any Trademark or Trademark License), all rights and claims in or under insurance policies (including insurance for fire, damage, loss and casualty, whether covering personal property, real property, tangible rights or intangible rights, all liability, life, key man and business interruption insurance, and all unearned premiums), uncertificated securities, chooses in action, deposit, checking and other bank accounts, rights to receive tax refunds and other payments, rights to receive dividends, distributions, cash, Instruments and other property in respect of or in exchange for pledged Stock and Investment Property, rights of indemnification, all books and records, correspondence, credit files, invoices and other papers, including all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Credit Party or any computer bureau or service company from time to time acting for such Credit Party.

“Goods” means any “goods,” as such term is defined in the Code, now owned or hereafter acquired by any Credit Party, wherever located, including embedded software to the extent included in “goods” as defined in the Code, manufactured homes, standing timber that is cut and removed for sale and unborn young of animals.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Guaranteed Indebtedness” means, as to any Person, any obligation of such Person guaranteeing, providing comfort or otherwise supporting any Indebtedness, lease, dividend, or other obligation (“primary obligation”) of any other Person (the “primary obligor”) in any manner, including any obligation or arrangement of such Person to (a) purchase or repurchase any such primary obligation, (b) advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet condition of the primary obligor, (c) purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, (d) protect the beneficiary of such arrangement from loss (other than product warranties given in the ordinary course of business) or (e) indemnify the owner of such primary obligation against loss in respect thereof.  The amount of any Guaranteed Indebtedness at any time shall be deemed to be an amount equal to the lesser at such time of (x) the stated or determinable amount of the primary obligation in respect of which such Guaranteed Indebtedness is incurred and (y) the maximum amount for which such Person may be liable pursuant to the terms of the instrument embodying such Guaranteed Indebtedness, or, if not stated or determinable, the maximum reasonably anticipated liability (assuming full performance) in respect thereof.

“Guaranties” means, collectively, each Subsidiary Guaranty and any other guaranty executed by any Guarantor in favor of Agent and Lenders in respect of the Obligations.

“Guarantors” means Borrower and each Domestic Subsidiary of Borrower and each other Person, if any, that executes a guaranty or other similar agreement in favor of Agent, for itself and the ratable

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benefit of Lenders, in connection with the transactions contemplated by the Agreement and the other Loan Documents.

“Hazardous Material” means any substance, material or waste that is regulated by, or forms the basis of liability now or hereafter under, any Environmental Laws, including any material or substance that is (a) defined as a “solid waste,” “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,”  “restricted hazardous waste,” “pollutant,” “contaminant,” “hazardous constituent,” “special waste,” “toxic substance” or other similar term or phrase under any Environmental Laws, or (b) petroleum or any fraction or by-product thereof, asbestos, polychlorinated biphenyls (PCB’s), or any radioactive substance.

“Hedging Agreement” means any agreement with respect to the hedging of price risk associated with the purchase of commodities used in the business of Borrower and its Subsidiaries.

“Indebtedness” means, with respect to any Person, without duplication (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment (other than deferred employment compensation obligations) for which is deferred twelve (12) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are unsecured and not overdue by more than six (6) months unless being contested in good faith, (b) all reimbursement and other obligations with respect to letters of credit, bankers’ acceptances and surety bonds, whether or not matured, (c) all obligations evidenced by notes, bonds, debentures or similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations and the present value (discounted at the Index Rate as in effect on the Closing Date) of future rental payments under all synthetic leases, (f) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (g) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (h) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness, (i) ”earnouts” and similar payment obligations, (j) the Obligations and (k) all Disqualified Stock issued by such Person, with the amount of such Indebtedness represented by such Disqualified Stock being equal to the greater of its maximum fixed repurchase , redemption or put price, but excluding accrued dividends, if any.

“Indemnitees” has the meaning ascribed to it in Section 9.1.

“Index Rate” means, for any day, a floating rate equal to the higher of (i) the rate publicly quoted from time to time by The Wall Street Journal as the “base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks” (or, if The Wall Street Journal ceases quoting a base rate of the type described, the highest per annum rate of interest published by the Federal Reserve Board in Federal Reserve statistical release H.15 (519) entitled “Selected Interest Rates” as the Bank prime loan rate or its equivalent), and (ii) the Federal Funds Rate plus 50 basis points per annum.  Each change in any interest rate provided for in the Agreement based upon the Index Rate shall take effect at the time of such change in the Index Rate.

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“Index Rate Loan” means a Loan or portion thereof bearing interest by reference to the Index Rate.

“Instruments” means all “instruments,” as such term is defined in the Code, now owned or hereafter acquired by any Credit Party, wherever located, and, in any event, including all certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness, other than instruments that constitute, or are a part of a group of writings that constitute, Chattel Paper.

“Intellectual Property” means any and all Licenses, Patents, Copyrights, Trademarks, and the goodwill associated with such Trademarks.

“Intercompany Debt” has the meaning ascribed to it in Section 9.21.

“Intercompany Notes” has the meaning ascribed to it in Section 3.1.

“Intercreditor Agreement” means the intercreditor agreement, dated as of the Closing Date, among the Credit Parties, Agent and The Bank of New York as collateral agent and trustee under the Senior Notes Indenture, as such intercreditor agreement may be amended, modified or supplemented from time to time.

“Interest Payment Date” means (a) as to any Index Rate Loan, the first Business Day of each month to occur while such Loan is outstanding, and (b) as to any LIBOR Loan, the last day of the applicable LIBOR Period; provided, that in the case of any LIBOR Period greater than three months in duration, interest shall be payable at three month intervals and on the last day of such LIBOR Period; andprovided furtherthat, in addition to the foregoing, each of (x) the date upon which all of the Commitments have been terminated and the Loans have been paid in full and (y) the Commitment Termination Date shall be deemed to be an “Interest Payment Date” with respect to any interest that has then accrued under the Agreement.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or similar agreement or arrangement designed to protect Borrower against fluctuations in interest rates entered into between Borrower and any Lender.

“Inventory” means any “inventory,” as such term is defined in the Code, now owned or hereafter acquired by any Credit Party, wherever located, including inventory, merchandise, goods and other personal property that are held by or on behalf of any Credit Party for sale or lease (or that are being leased and located within a state of the United States of America) or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, supplies or materials of any kind, nature or description used or consumed or to be used or consumed in such Credit Party’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software.

“Investment” means (i) any direct or indirect purchase or other acquisition by Borrower or any of its Subsidiaries of any Stock, or other ownership interest in, any other Person, and (ii) any direct or indirect loan, advance or capital contribution by Borrower or any of its Subsidiaries to any other Person, including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business.  The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.

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“Investment Property” means all “investment property,” as such term is defined in the Code now owned or hereafter acquired by any Credit Party, wherever located, including:  (i) all securities, whether certificated or uncertificated, including stocks, bonds, interests in limited liability companies, partnership interests, treasuries, certificates of deposit, and mutual fund shares; (ii) all securities entitlements of any Credit Party,  including the rights of such Credit Party to any securities account and the financial assets held by a securities intermediary in such securities account and any free credit balance or other money owing by any securities intermediary with respect to that account; (iii) all securities accounts of any Credit Party; (iv) all commodity contracts of any Credit Party; and (v) all commodity accounts held by any Credit Party.

“IRC” means the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder.

“IRS” means the Internal Revenue Service.

“L/C Issuer” means GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion, in such Person’s capacity as an issuer of Letters of Credit hereunder.

“L/C Sublimit” has the meaning ascribed to it in Section 1.1(d).

“Lenders” means GE Capital, the other Lenders named on the signature pages of the Agreement, and, if any such Lender shall assign all or any portion of the Obligations in accordance with Section 8.1, such term shall include any assignee of such Lender.

“Letters of Credit” means documentary or standby letters of credit issued for the account of Borrower by L/C Issuers, and bankers’ acceptances issued by Borrower, for which Agent and Lenders have incurred Letter of Credit Obligations.

“Letter of Credit Fee” has the meaning ascribed to it in Section 1.3(d).

“Letter of Credit Obligations” means all outstanding obligations incurred by Agent and Lenders at the request of Borrower, whether direct or indirect, contingent or otherwise, due or not due, in connection with the issuance of Letters of Credit by L/C Issuers or the purchase of a participation as set forth in Section 1.1(d) with respect to any Letter of Credit.  The amount of such Letter of Credit Obligations shall equal the maximum amount that may be payable by Agent and Lenders thereupon or pursuant thereto.

“LIBOR Breakage Fee” means an amount equal to the amount of any losses, expenses, liabilities (including, without limitation, any loss (including interest paid) and lost opportunity cost in connection with the re-employment of such funds) that any Lender may sustain as a result of (i) any default by Borrower in making any borrowing of, conversion into or continuation of any LIBOR Loan following Borrower’s delivery to Agent of any LIBOR Loan request in respect thereof or (ii) any payment of a LIBOR Loan on any day that is not the last day of the LIBOR Period applicable thereto (regardless of the source of such prepayment and whether voluntary, by acceleration or otherwise).  For purposes of calculating amounts payable to a Lender under Section 1.3(e), each Lender shall be deemed to have actually funded its relevant LIBOR Loan through the purchase of a deposit bearing interest at LIBOR in an amount equal to the amount of that LIBOR Loan and having a maturity and repricing characteristics comparable to the relevant LIBOR Period; provided, however, that each Lender may fund each of its LIBOR Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under Section 1.3(e).

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“LIBOR Business Day” means a Business Day on which banks in the City of London are generally open for interbank or foreign exchange transactions.

“LIBOR Loans” means a Loan or any portion thereof bearing interest by reference to the LIBOR Rate.

“LIBOR Period” means, with respect to any LIBOR Loan, each period commencing on a LIBOR Business Day selected by Borrower pursuant to the Agreement and ending one, two, three or six months thereafter, as selected by Borrower’s irrevocable notice to Agent as set forth in Section 1.2(e); provided, that the foregoing provision relating to LIBOR Periods is subject to the following:

(a)if any LIBOR Period would otherwise end on a day that is not a LIBOR Business Day, such LIBOR Period shall be extended to the next succeeding LIBOR Business Day unless the result of such extension would be to carry such LIBOR Period into another calendar month in which event such LIBOR Period shall end on the immediately preceding LIBOR Business Day;

(b)any LIBOR Period that would otherwise extend beyond the date set forth in clause (a) of the definition of “Commitment Termination Date” shall end two (2) LIBOR Business Days prior to such date;

(c)any LIBOR Period that begins on the last LIBOR Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Period) shall end on the last LIBOR Business Day of a calendar month;

(d)Borrower shall select LIBOR Periods so as not to require a payment or prepayment of any LIBOR Loan during a LIBOR Period for such Loan; and

(e)Borrower shall select LIBOR Periods so that there shall be no more than 8 separate LIBOR Loans in existence at any one time.

“LIBOR Rate” means for each LIBOR Period, a rate of interest determined by Agent equal to:

(a)the offered rate for deposits in United States Dollars for the applicable LIBOR Period that appears on Telerate Page 3750 as of 11:00 a.m. (London time), on the second full LIBOR Business Day next preceding the first day of such LIBOR Period (unless such date is not a Business Day, in which event the next succeeding Business Day will be used); divided by

(b)a number equal to 1.0 minus the aggregate (but without duplication) of the rates (expressed as a decimal fraction) of reserve requirements in effect on the day that is two (2) LIBOR Business Days prior to the beginning of such LIBOR Period (including basic, supplemental, marginal and emergency reserves under any regulations of the Federal Reserve Board or other Governmental Authority having jurisdiction with respect thereto, as now and from time to time in effect) for Eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Federal Reserve Board that are required to be maintained by a member bank of the Federal Reserve System.

If such interest rates shall cease to be available from Telerate News Service, the LIBOR Rate shall be determined from such financial reporting service or other information as shall be available to Agent.

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“License” means any Copyright License, Patent License, Trademark License or other license of rights or interests now held or hereafter acquired by any Credit Party.

“Lien” means any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Code or comparable law of any jurisdiction).

“Litigation” has the meaning ascribed to it in Section 4.9(i).

“Loan Account” has the meaning ascribed to it in Section 1.10.

“Loan Documents” means the Agreement, the Notes, the Collateral Documents, the Intercreditor Agreement, the GE Capital Fee Letter and all other agreements, instruments, documents and certificates identified in the Closing Checklist executed and delivered to, or in favor of, Agent or any Lenders and including all other pledges, powers of attorney, consents, assignments, contracts, notices, and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Credit Party, or any employee of any Credit Party, and delivered to Agent or any Lender in connection with the Agreement or the transactions contemplated thereby.  Any reference in the Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to the Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

“Loans” means the Revolving Loan and the Swing Line Loan.

“Master Documentary Agreement” has the meaning the ascribed to it in Annex C.

“Master Standby Agreement” means has the meaning the ascribed to it in Annex C.

“Material Adverse Effect” means a material adverse effect on the financial condition, Collateral, operations, industry, or business of Borrower or any of its Subsidiaries, taken as a whole.

“Maximum Amount” means, as of any date of determination, an amount equal to the Revolving Loan Commitment of all Lenders as of that date.

“Maximum Lawful Rate” has the meaning ascribed to it in Section 1.2(f).

“Moody’s” means Moody’s Investor’s Service, Inc.

“Mortgages” means each of the mortgages, deeds of trust, leasehold mortgages, leasehold deeds of trust, collateral assignments of leases or other real estate security documents delivered by any Credit Party to Agent on behalf of itself and Lenders with respect to the Real Estate.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, and to which any Credit Party or ERISA Affiliate is making, is obligated to make or has made or been obligated to make, contributions on behalf of participants who are or were employed by any of them.

“Net Orderly Liquidation Value” means, at any time, as to any Eligible Inventory, the net orderly liquidation value determined most recently at or prior to such time in writing by an independent appraiser

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selected by Agent with the consent of Borrower, such consent not to be unreasonably withheld, each such determination to be made using the same basis and or approach to valuation consistent with the approach used in the initial determination and calculating the orderly liquidation value net of liquidation costs.

“Net Proceeds” means (i) cash proceeds received by Borrower or any of its Subsidiaries from any Asset Disposition (including insurance proceeds, awards of condemnation, and payments under notes or other debt securities received in connection with any Asset Disposition), net of (a) the costs of such Asset Disposition (including taxes attributable to such sale, lease or transfer) and (b) amounts applied to repayment of Indebtedness (other than the Obligations) secured by a Lien on the asset or property disposed, and (ii) cash proceeds attributable to any working capital, earnings, balance sheet or similar adjustment under the Acquisition Agreement.

“Non-Consenting Lender” has the meaning ascribed to it in Section 9.19(c).

“Non-Funding Lender” has the meaning ascribed to it in Section 8.5(a).

“Notes” means, collectively, the Revolving Notes and the Swing Line Note.

“Notice of Conversion/Continuation” has the meaning ascribed to it in Section 1.2(e).

“Notice of Revolving Credit Advance” has the meaning ascribed to it in Section 1.1(a).

“Obligations” means all loans, advances, debts, liabilities and obligations, for the performance of covenants, tasks or duties or for payment of monetary amounts (whether or not such performance is then required or contingent, or such amounts are liquidated or determinable), including obligations pursuant to Interest Rate Agreements, Letter of Credit Obligations, owing by any Credit Party to Agent or any Lender, and all covenants and duties regarding such amounts, of any kind or nature, present or future, whether or not evidenced by any note, agreement or other instrument, arising under the Agreement or any of the other Loan Documents.  This term includes all principal, interest (including all interest that accrues after the commencement of any case or proceeding by or against any Credit Party in bankruptcy, whether or not allowed in such case or proceeding), Fees, Charges, expenses, attorneys’ fees and any other sum chargeable to any Credit Party under the Agreement or any of the other Loan Documents or any Interest Rate Agreement.

“Other Lender” has the meaning ascribed to it in Section 8.5(d).

“Overadvance” has the meaning ascribed to it in Section 1.1(a).

“Patent License” means rights under any written agreement now owned or hereafter acquired by any Credit Party granting any right with respect to any invention on which a Patent is in existence.

“Patent Security Agreements” means the Patent Security Agreements made in favor of Agent, on behalf of itself and Lenders, by each applicable Credit Party.

“Patents” means all of the following in which any Credit Party now holds or hereafter acquires any interest:  (a) all letters patent of the United States or any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or of any other country, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State or any other country, and (b) all reissues, continuations, continuations-in-part or extensions thereof.

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“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means a Plan described in Section 3(2) of ERISA.

“Permitted Acquisition” has the meaning ascribed to it in Section 3.6(b).

“Permitted Encumbrances” means the following types of Liens:

(1)Liens in favor of the Agent securing the Obligations and, to the extent subject to the Intercreditor Agreement, Liens on Collateral securing the Senior Notes and obligations in respect thereof;

(2)Liens on assets of Borrower or any of its Subsidiaries securing up to $5.0 million in aggregate principal amount of Indebtedness at any one time outstanding;

(3)Liens for taxes, assessments or governmental charges or claims either:

(a)not delinquent; or

(b)contested in good faith by appropriate proceedings and as to which Borrower or the applicable Subsidiary has set aside on its books such reserves as may be required pursuant to GAAP and which do not have priority over the Lien of the Agent securing the Obligations;

(4)subject to Section 2.6, statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen and repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP has been made in respect thereof;

(5)Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

(6)judgment Liens not giving rise to an Event of Default;

(7)easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of Borrower or any of its Subsidiaries;

(8)any interest or title of a lessor under any Capital Lease permitted under Section 3.1(h) and purchase money Liens to finance property or assets or improvements thereof of Borrower or any Subsidiary of Borrower; provided, that

(a)the related purchase money Indebtedness or Capital Lease shall not exceed the cost of such property, assets or improvements and shall not be secured by any

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property or assets of Borrower or any Subsidiary of Borrower other than the property and assets so acquired, and

(b)the Lien securing such Indebtedness shall be created within 90 days of such acquisition;

(9)Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of Borrower or any of its Subsidiaries, including rights of offset and set-off;

(10)Liens securing Interest Rate Agreements as to which the counterparty thereto was, at the time or origination thereof, a Lender entered into in the ordinary course of business and not for the purposes of speculation which Interest Rate Agreements relate to Indebtedness that is otherwise permitted under this Agreement;

(11)leases or subleases granted to others that do not materially interfere with the ordinary course of business of Borrower and its Subsidiaries;

(12)Liens arising from filing Uniform Commercial Code financing statements regarding leases that are not Capital Leases;

(13)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods;

(14)Liens on property of Dayton Superior Canada Ltd. and its Subsidiaries securing Indebtedness described in Section 3.1(1).

(15)Liens existing on June 9, 2003 and listed on Schedule 3.2, together with any Liens securing Indebtedness incurred in reliance on Section 3.1(j) in order to refinance the Indebtedness secured by Liens existing on June 9, 2003; provided that the Liens securing the Refinancing Indebtedness shall not extend to any categories of property other than that pledged under the Liens securing the Indebtedness being refinanced; and

(16)Liens in favor of Continental Illinois National Bank and Trust Company of Chicago, described on Schedule 2.8 and, until the date sixty (60) days following the Closing Date, Liens in favor of Union Bank of California, N.A. listed on Schedule 2.8.

“Permitted Holders” means Odyssey Investment Partners Fund, L.P, its Affiliates and any general or limited partners on the date of this Indenture of Odyssey Investment Partners Fund, L.P. and co-investors as of the Closing Date.

“Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, public benefit corporation, other entity or government (whether federal, state, county, city, municipal, local, foreign, or otherwise, including any instrumentality, division, agency, body or department thereof).

“Plan” means, at any time, an “employee benefit plan,” as defined in Section 3(3) of ERISA, that any Credit Party or ERISA Affiliate maintains, contributes to or has an obligation to contribute to on behalf of participants who are or were employed by any Credit Party.

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“Pledge Agreements” means the Pledge Agreement, dated as of the Closing Date by one or more Credit Parties in favor of Agent, and each other pledge agreement entered into on or after the Closing Date by any Credit Party.

“Prior Lender” means, collectively, the lenders and other obligees party to that certain Credit Agreement, dated as of June 16, 2000, as amended from time to time, among Borrower, the lenders party thereto in their capacities as lenders and Deutsche Bank Trust Company Americas as administrative agent (the “Existing Credit Facility”).

“Prior Lender Obligations” means all amounts payable under the Existing Credit Facility and the documents relating thereto as of the date of the Closing Refinancing.

“Productive Assets” means assets (including Stock) that are used or usable by Borrower and its Subsidiaries in businesses permitted by Section 3.9.

“Pro Rata Share” means with respect to all matters relating to any Lender (a) with respect to the Revolving Loan, the percentage obtained by dividing (i) the Revolving Loan Commitment of that Lender by (ii) the aggregate Revolving Loan Commitments of all Lenders, and (b) with respect to all Loans on and after the Commitment Termination Date, the percentage obtained by dividing (i) the aggregate outstanding principal balance of the Loans held by that Lender, by (ii) the outstanding principal balance of the Loans held by all Lenders, as any such percentages may be adjusted by assignments pursuant to Section 8.1.

“Proposed Change” has the meaning ascribed to it in Section 9.19(c).

“Qualified Capital Stock” means Stock that is not Disqualified Stock.

“Qualified Assignee” means (a) any Lender, any Affiliate of any Lender and, with respect to any Lender that is an investment fund that invests in commercial loans, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor, and (b) any commercial bank, savings and loan association or savings bank or any other entity which is an “accredited investor” (as defined in Regulation D under the Securities Act of 1933) which extends credit or buys loans as one of its businesses, including insurance companies, mutual funds, lease financing companies and commercial finance companies, in each case, which has a rating of BBB or higher from S&P and a rating of Baa2 or higher from Moody’s at the date that it becomes a Lender and which, through its applicable lending office, is capable of lending to Borrower without the imposition of any withholding or similar taxes; provided that no Person determined by Agent to be acting in the capacity of a vulture fund or distressed debt purchaser shall be a Qualified Assignee and no Person or Affiliate of such Person (other than a Person that is already a Lender) holding Subordinated Debt or Stock issued by any Credit Party shall be a Qualified Assignee.

“Qualified Plan” means a Pension Plan that is intended to be tax-qualified under Section 401(a) of the IRC.

“Real Estate” has the meaning ascribed to it in Section 5.12.

“Refinance” means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

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“Refinancing Indebtedness” means any Refinancing, modification, replacement, restatement, refunding, deferral, extension, substitution, supplement, reissuance or resale of existing or future Indebtedness (other than intercompany Indebtedness), including any additional Indebtedness incurred to pay interest or premiums required by the instruments governing such existing or future Indebtedness as in effect at the time of issuance thereof (“Required Premiums”) and fees in connection therewith; provided that any such event shall:

(1)not directly or indirectly result in an increase in the aggregate principal amount of Permitted Indebtedness, except to the extent such increase is a result of a simultaneous incurrence of additional Indebtedness:

(a)to pay Required Premiums and related fees; or

(b)otherwise permitted to be incurred under this Agreement;

(2)not create Indebtedness with a Weighted Average Life to Maturity at the time such Indebtedness is incurred that is less than the Weighted Average Life to Maturity at such time of the Indebtedness being refinanced, modified, replaced, renewed, restated, refunded, deferred, extended, substituted, supplemented, reissued or resold;

(3)except for changes within the limits of clause (2) immediately above, not contain terms that taken as a whole, are more adverse to Borrower of any Subsidiary or to Lenders than those contained in the Indebtedness being Refinanced as reasonably determined by Borrower as reflected in a certificate delivered to Agent reasonably detailing such determination ; and

(4)be subordinated to the Obligations on substantially the same terms as the Indebtedness Refinanced or as otherwise reasonably acceptable to Agent.

“Refunded Swing Line Loan” has the meaning ascribed to it in Section 1.1(c)(iii).

“Refunding Capital Stock:” has the meaning ascribed to it in Section 3.5(c).

“Related Transactions” means the initial borrowing under the Revolving Loan on the Closing Date, the Closing Refinancing, the payment of all Fees, costs and expenses associated with all of the foregoing and the execution and delivery of all of the Related Transactions Documents.

“Related Transactions Documents” means the Loan Documents, and all other agreements or instruments executed in connection with the Related Transactions.

“Release” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material in the indoor or outdoor environment, including the movement of Hazardous Material through or in the air, soil, surface water, ground water or property.

“Rentals” means rental payments due to Borrower for any Domestic Subsidiary from the rental of Inventory owned by Borrower or such Domestic Subsidiary.

“Replacement Lender” has the meaning ascribed to it in Section 9.19(a).

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“Requisite Lenders” means Lenders having (a) more than 66 2/3% of the Commitments of all Lenders, or (b) if the Commitments have been terminated, more than 66 2/3% of the aggregate outstanding amount of the Loans.

“Reserves” means, with respect to the Borrowing Base (a) reserves established by Agent from time to time against Eligible Accounts, Eligible Inventory pursuant to Exhibit 4.9(d) and (b) such other reserves against Eligible Accounts, Eligible Inventory or Borrowing Availability that Agent may, in its reasonable credit judgment, establish from time to time.  Without limiting the generality of the foregoing, Reserves established to ensure the payment of accrued Interest Expenses or Indebtedness shall be deemed to be a reasonable exercise of Agent’s credit judgment.

“Restricted Payment” means, with respect to any Credit Party (a) the declaration or payment of any dividend or the incurrence of any liability to make any other payment or distribution of cash or other property or assets in respect of Stock; (b) any payment on account of the purchase, redemption, defeasance, sinking fund or other retirement of such Credit Party’s Stock or any other payment or distribution made in respect thereof, either directly or indirectly; (c) any payment or prepayment of principal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to, any Subordinated Debt; (d) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire Stock of such Credit Party now or hereafter outstanding; (e) any payment of a claim for the rescission of the purchase or sale of, or for material damages arising from the purchase or sale of, any shares of such Credit Party’s Stock or of a claim for reimbursement, indemnification or contribution arising out of or related to any such claim for damages or rescission; (f) any payment, loan, contribution, or other transfer of funds or other property to Odyssey Investment Partners Fund LP or to another Credit Party in its capacity as Stockholder, other than payment of compensation in the ordinary course of business to Stockholders who are employees of such Credit Party; and (g) any payment of management fees (or other fees of a similar nature) or out-of-pocket expenses in connection therewith by such Credit Party to any Stockholder of such Credit Party or its Affiliates.

“Retired Capital Stock” has the meaning ascribed to it in Section 3.5(c).

“Retiree Welfare Plan” means, at any time, a Welfare Plan that provides for continuing coverage or benefits for any participant or any beneficiary of a participant after such participant’s termination of employment, other than continuation coverage provided pursuant to Section 4980B of the IRC and at the sole expense of the participant or the beneficiary of the participant.

“Revolving Credit Advance” has the meaning ascribed to it in Section 1.1(a).

“Revolving Loan(s)” means, at any time, the sum of (i) the aggregate amount of Revolving Credit Advances outstanding to Borrower (including Swing Line Advances) plus (ii) the aggregate Letter of Credit Obligations incurred on behalf of Borrower.  Unless the context otherwise requires, references to the outstanding principal balance of the Revolving Loan shall include the outstanding balance of Letter of Credit Obligations.

“Revolving Loan Commitment” means (a) as to any Lender, the commitment of such Lender to make its Pro Rata Share of Revolving Credit Advances or incur its Pro Rata Share of Letter of Credit Obligations (including, in the case of the Swing Line Lender, its commitment to make Swing Line Advances as a portion of its Revolving Loan Commitment) as set forth on Annex B or in the most recent Assignment Agreement, if any, executed by such Lender and (b) as to all Lenders, the aggregate commitment of all Lenders to make the Revolving Credit Advances (including, in the case of the Swing

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Line Lender, Swing Line Advances) or incur Letter of Credit Obligations, which aggregate commitment shall be eighty million dollars ($80,000,000) on the Closing Date, as such amount may be adjusted, if at all, from time to time in accordance with the Agreement.

“Revolving Notes” has the meaning ascribed to it in Section 1.1(a).

“Rouse” means Rouse Asset Services.

“S&P” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc.

“Safway Note” means the senior unsecured promissory note, dated July 29, 2003, by Borrower and Symons in favor of Safway Formwork Systems, L.L.C. in the original principal amount of $12,000,000.

“Sales Office” means a location used by Borrower or a Subsidiary primarily to sell or lease (but not primarily to manufacture or warehouse) inventory.

“Security Agreement” means the Security Agreement of even date herewith entered into by and among Agent, on behalf of itself and Lenders, and each Credit Party that is a signatory thereto.

“Senior Notes” means the “Notes” (as defined in the Senior Notes Indenture) and “Exchange Notes” issued in exchange therefor in accordance with the terms of the Senior Notes Indenture, not exceeding an aggregate principal amount of $165,000,000.

“Senior Notes Indenture” means the Indenture, dated as of June 9, 2003, by and among Borrower, the guarantors named therein, and The Bank of New York, as Trustee, relating to Borrower’s 10 3/4% Senior Second Secured Notes due 2008, as amended, modified or supplemented from time to time in accordance with its terms and the terms hereof.

“Senior Subordinated Notes” means the “Notes” (as defined in the Senior Subordinated Notes Indenture) in an aggregate principal amount not exceeding $170,000,000.

“Senior Subordinated Notes Indenture” means the Indenture, dated as of June 16, 2000 among Borrower, the guarantors party thereto and United States Trust Company, as Trustee, relating to Borrower’s 13% Senior Subordinated Notes due 2009, as supplemented through the Closing Date and as subsequently amended, modified or supplemented in accordance with its term and the terms of this Agreement.

“Settlement Date” has the meaning ascribed to it in Section 8.5(a)(ii).

“Software” means all “software” as such term is defined in the Code, now owned or hereafter acquired by any Credit Party, other than software embedded in any category of Goods, including all computer programs and all supporting information provided in connection with a transaction related to any program.

“Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including subordinated and contingent liabilities, of such Person; (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts and liabilities, including subordinated and contingent liabilities as they become absolute and matured; (c) such

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Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (d) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such Person’s property would constitute an unreasonably small capital.  The amount of contingent liabilities (such as Litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that can be reasonably be expected to become an actual or matured liability.

“Statement” has the meaning ascribed to it in Section 4.9(b).

“Stock” means all shares, options, warrants, general or limited partnership interests, membership interests or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting, including common stock, preferred stock or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934).

“Stockholder” means, with respect to any Person, each holder of Stock of such Person.

“Subordinated Debt” means the Indebtedness of Borrower evidenced by the Senior Subordinated Notes andany other Indebtedness of any Credit Party that is contractually subordinated in right of payment to the Obligations on substantially the terms of the Senior Subordinated Notes Indenture or other terms that, taken as a whole, are no less favorable to the interests of the Lenders (as reasonably determined by Agent).

“Subsidiary” means, with respect to any Person, (a) any corporation of which an aggregate of more than 50% of the outstanding Stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, Stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially by such Person or one or more Subsidiaries of such Person, or with respect to which any such Person has the right to vote or designate the vote more than 50% or more of such Stock whether by proxy, agreement, operation of law or otherwise, and (b) any partnership or limited liability company in which such Person and/or one or more Subsidiaries of such Person shall have an interest (whether in the form of voting or participation in profits or capital contribution) of more than 50% or of which any such Person is a general partner or may exercise the powers of a general partner.  Unless the context otherwise requires, each reference to a Subsidiary shall be a reference to a Subsidiary of the Borrower.

“Subsidiary Guaranty” means the Subsidiary Guaranty of even date herewith executed by one or more Subsidiaries of Borrower in favor of Agent, on behalf of itself and Lenders.

“Supermajority Revolving Lenders” means Lenders having (a) 80% or more of the Revolving Loan Commitments of all Lenders, or (b) if the Revolving Loan Commitments have been terminated, 80% or more of the aggregate outstanding amount of the Revolving Loan (with the Swing Line Loan being attributed to the Lender making such Loan).

“Swing Line Advance” has the meaning ascribed to it in Section 1.1(c).

“Swing Line Availability” has the meaning ascribed to it in Section 1.1(c).

89

“Swing Line Commitment” means the commitment of the Swing Line Lender to make Swing Line Advances as set forth on Annex B to the Agreement, which commitment constitutes a subfacility of the Revolving Loan Commitment of the Swing Line Lender.

“Swing Line Lender” means GE Capital.

“Swing Line Loan” means at any time, the aggregate amount of Swing Line Advances outstanding to Borrower.

“Swing Line Note” has the meaning ascribed to it in Section 1.1(c).

“Symons” means Symons Corporation.

“Target” has the meaning ascribed to it in Section 3.6(b).

“Termination Date” means the date on which (a) the Loans have been repaid in full, (b) all other Obligations under the Agreement and the other Loan Documents (other than contingent indemnification Obligations to the extent no claim has been asserted) have been completely discharged, (c) all Letter of Credit Obligations have been cash collateralized in the amount set forth in Section 1.5(g), cancelled or to the extent permitted by this Agreement, backed by back-to-back standby letters of credit acceptable to Agent and (d) Borrower shall not have any further right to borrow any monies under the Agreement.

“Title IV Plan” means a Pension Plan (other than a Multiemployer Plan), that is covered by Title IV of ERISA, and that any Credit Party or ERISA Affiliate maintains, contributes to or has an obligation to contribute to on behalf of participants who are or were employed by any of them.

“Trademark Security Agreements” means the Trademark Security Agreements made in favor of Agent, on behalf of itself and Lenders, by each applicable Credit Party.

“Trademark License” means rights under any written agreement now owned or hereafter acquired by any Credit Party granting any right to use any Trademark.

“Trademarks” means all of the following now owned or hereafter adopted or acquired by any Credit Party:  (a) all trademarks, trade names, corporate names, business names, trade styles, service marks, logos, internet domain names, other source or business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles of like nature (whether registered or unregistered), all registrations and recordings thereof, and all applications in connection therewith, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state or territory thereof, or any other country or any political subdivision thereof; (b) all reissues, extensions or renewals thereof; and (c) all goodwill associated with or symbolized by any of the foregoing.

“Unfunded Pension Liability” means, at any time, the aggregate amount, if any, of the sum of (a) the amount by which the present value of all accrued benefits under each Title IV Plan exceeds the fair market value of all assets of such Title IV Plan allocable to such benefits in accordance with Title IV of ERISA, all determined as of the most recent valuation date for each such Title IV Plan using the actuarial assumptions for funding purposes in effect under such Title IV Plan, and (b) for a period of 5 years following a transaction which might reasonably be expected to be covered by Section 4069 of ERISA, the liabilities (whether or not accrued) that could be avoided by any Credit Party or any ERISA Affiliate as a result of such transaction.

90

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)the then outstanding aggregate principal amount of such Indebtedness into

(2)the sum of the total of the products obtained by multiplying

(a)the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof by

(b)the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

“Welfare Plan” means a Plan described in Section 3(l) of ERISA.

Rules of construction with respect to accounting terms used in the Agreement or the other Loan Documents shall be as set forth or referred to in this Annex A.  All other undefined terms contained in any of the Loan Documents shall, unless the context indicates otherwise, have the meanings provided for by the Code to the extent the same are used or defined therein; in the event that any term is defined differently in different Articles or Divisions of the Code, the definition contained in Article or Division 9 shall control.  Unless otherwise specified, references in the Agreement or any of the Appendices to a Section, subsection or clause refer to such Section, subsection or clause as contained in the Agreement.  The words “herein,” “hereof” and “hereunder” and other words of similar import refer to the Agreement as a whole, including all Annexes, Exhibits and Schedules, as the same may from time to time be amended, restated, modified or supplemented, and not to any particular section, subsection or clause contained in the Agreement or any such Annex, Exhibit or Schedule.

Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter genders.  The words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”; the word “or” is not exclusive; references to Persons include their respective successors and assigns (to the extent and only to the extent permitted by the Loan Documents) or, in the case of governmental Persons, Persons succeeding to the relevant functions of such Persons; and all references to statutes and related regulations shall include any amendments of the same and any successor statutes and regulations.  Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of any Credit Party, such words are intended to signify that such Credit Party has actual knowledge or awareness of a particular fact or circumstance or that such Credit Party, if it had exercised reasonable diligence, would have known or been aware of such fact or circumstance.

91

ANNEX B (from Annex A - Commitments definition)

to

CREDIT AGREEMENT

PRO RATA SHARES AND COMMITMENT AMOUNTS

	Lender(s)
Revolving Loan Commitment $80,000,000 (including a Swing Line Commitment of $8,000,000)	General Electric Capital Corporation

92

ANNEX C

to

CREDIT AGREEMENT

CLOSING CHECKLIST

A.DOCUMENTS

1.Credit Agreement:  This Agreement or counterparts hereof shall have been duly executed by, and delivered to, each Credit Party, Agent and Lenders.

2.Revolving Notes:  Duly executed originals of the Revolving Notes for each requesting Lender, dated the Closing Date, shall have been delivered to Agent.

3.Master Agreement for Documentary Letters of Credit:  Duly executed original of the Master Agreement for Documentary Letters of Credit, dated as of the Closing Date, shall have been delivered to the Agent  (as amended, modified or supplemented from time to time, the “Master Documentary Agreement”).

4.Master Agreement for Standby Letters of Credit: Duly executed original of the Master Agreement for Standby Letters of Credit, dated as of the Closing Date, shall have been delivered to the Agent (as amended, modified or supplemented from time to time, the “Master Standby Agreement”).

5.Guaranties:  Duly executed originals of the Guaranty from each Domestic Subsidiary of Borrower dated the Closing Date, and all documents, instruments and agreements executed pursuant thereto shall have been delivered to Agent.

6.Security Agreement:  Duly executed originals of the Security Agreement executed by Borrower and each Domestic Subsidiary of Borrower, dated the Closing Date, and all instruments, documents and agreements executed pursuant thereto shall have been delivered to Agent.

7.Pledge Agreements:  Duly executed originals of the Pledge Agreements executed by Borrower and each Domestic Subsidiary of Borrower, dated the Closing Date, and all instruments, documents and agreements executed pursuant thereto shall have been delivered to Agent.

8.Insurance:  Satisfactory evidence shall have been delivered to Agent that the insurance policies required by Section 2.2 are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements, as requested by Agent, in favor of Agent, on behalf of Lenders.  The requirement for delivery of endorsements is waived as a condition to closing, and delivery after the Closing Date is required as provided in Section 2.8(a).

9.Omitted.

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10.Security Interests and Code Filings.

(a)Evidence satisfactory to Agent shall have been delivered to Agent that Agent (for the benefit of itself and Lenders) has a valid and perfected (to the extent possible under applicable law following filing of the relevant documents, including UCC financing statements, filings with the US Copyright Office and US Patent and Trademark Office, and obtaining control as to deposit accounts and securities accounts) first priority security interest in the Collateral (including, without limitation, books and records, intellectual property and general intangibles relating to inventory and accounts) including (i) such documents duly executed by each Credit Party (including financing statements under the Code and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens) as Agent may request in order to perfect its security interests in the Collateral and (ii) copies of Code search reports listing all effective financing statements that name any Credit Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral, except for those relating to Permitted Encumbrances.

(b)UCC-3 or other appropriate termination statements (or, to the extent approved by Agent, UCC statements of amendment) and payoff letters, each in form and substance reasonably satisfactory to Agent, releasing all liens on the Collateral of each Credit Party shall have been delivered to Agent, as well as termination of all control agreements, blocked account agreements, bank agency agreements or other similar agreements or arrangements in favor of any creditors other than Lenders and the Senior Notes Trustee.  Release of the Liens described or Schedule 2.8 is waived as a condition to closing, and the obligation to obtain release of such Liens is as described in Section 2.8(a).

11.Intellectual Property Security Agreements:  Duly executed originals of Copyright Security Agreements, Trademark Security Agreements and Patent Security Agreements, each dated the Closing Date and signed by each Credit Party that owns Copyrights, Trademarks and/or Patents as applicable, all in form and substance reasonably satisfactory to Agent, together will instruments, documents and agreements executed pursuant thereto shall have been delivered to Agent.

12.Lockbox Account Agreements and Control Agreements:  Duly executed originals of tri-party lockbox account agreements, blocked account agreements and control agreements in form and substance reasonably satisfactory to Agent shall have been delivered to Agent with respect to all bank accounts of the Credit Parties (other than payroll accounts) and creating lockboxes and lockbox accounts as required by Section 2.10.

13.Certificate of Formation and Good Standing:  For each Credit Party, (a) its articles or certificate of incorporation or certificate of formation, as applicable, and all amendments thereto and (b) good standing certificates (including verification of tax status) in its state of incorporation or formation, as applicable, each dated a recent date prior to the Closing Date and certified by the applicable Secretary of State or other authorized Governmental Authority shall have been delivered to Agent.

14.By-laws and Resolutions:  For each Credit Party, (a) its by-laws or operating agreement, as applicable, together with all amendments thereto and (b) resolutions of such Person’s Board of Directors or Board of Members, as applicable, approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person’s secretary or an assistant secretary as being in full force and effect without any modification or amendment shall have been delivered to Agent.

94

15.Incumbency Certificates:  For each Credit Party, signature and incumbency certificates of the officers of such Person executing any of the Loan Documents, certified as of the Closing Date by such Person’s secretary or an assistant secretary as being true, accurate, correct and complete shall have been delivered to Agent.

16.Opinions of Counsel:  Duly executed originals of an opinion of Latham & Watkins LLP, special New York, Delaware and California counsel for the Credit Parties, and duly executed originals opinions of Balch & Bingham LLP, special Alabama counsel for the Credit Parties, Thompson Hine LLP, special Ohio counsel for the Credit Parties and Armstrong Teasdale LLP, special Kansas counsel for the Credit Parties,,.

17.Accountants’ Letter:  A letter from the Credit Parties to the independent auditors authorizing the independent certified public accountants of the Credit Parties to communicate with Agent and Lenders in accordance with Section 2.3 and acknowledging Lenders’ reliance on the auditor’s certification of past and future Financial Statements shall have been delivered to Agent.

18.Borrowing Base Certificate.  A Borrowing Base Certificate for Borrower and its Domestic Subsidiaries.

19.GE Capital Fee Letter:  Duly executed originals of the GE Capital Fee Letter in form and substance satisfactory to GE Capital shall have been delivered to Agent.

20.Officer’s Certificate:  Duly executed originals of a certificate of an authorized officer of each Credit Party, dated the Closing Date, certifying on behalf of such Credit Party that, since December 31, 2002 (a) no event or condition has occurred or is existing which could reasonably be expected to have a Material Adverse Effect; (b) there has been no material adverse change in the assets, liabilities, properties, prospects or condition, financial or otherwise of any Credit party; (c) no Litigation has been commenced against such Credit Party which, if successful, would have a Material Adverse Effect or could challenge any of the transactions contemplated by the Agreement and the other Loan Documents; (d) there have been no Restricted Payments made by any Credit Party; (e) there has been no material increase in liabilities, liquidated or contingent, and no material decrease in assets of Borrower or any of their Subsidiaries and (f) Borrowing Availability after giving effect to the initial fundings and issuances of Letters of Credit under the Credit Agreement and the application of proceeds thereof, exceeds $10,000,000.

21.Waivers:  Landlord’s waivers and consents, bailee letters and mortgagee agreements in form and substance reasonably satisfactory to Agent, in each case as required pursuant to Section 2.6 shall have been delivered to Agent.

22.Audited Financials; Financial Condition:  The Financial Statements and Business Plan specifically identified in Section 5.5, all certified by an authorized officer of Borrower shall have been delivered and satisfactory to Agent.  Agent shall have further received a certificate of an authorized officer of each Credit Party to the effect that (a) such Credit Party will be Solvent upon the consummation of the transactions contemplated herein; (b) the Business Plan are based upon estimates and assumptions stated therein, all of which such Credit Party believes to be reasonable and fair in light of current conditions and current facts known to such Credit Party and, as of the Closing Date, reflect such Credit Party’s good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (c) containing such other statements with respect to the Solvency of such Credit Party and matters related thereto as Agent shall request.  Agent shall have received a business plan for Borrower, in form and substance satisfactory to Agent.

95

23.Approvals:  Copies of any material third-party, Governmental Authority or other regulatory approvals and consents necessary to consummate the Loan Documents shall have been delivered to Agent and shall be final and non-appealable.

24.Evidence of Retirement of Prior Lender Obligations:  Agent shall have received payoff letters from the Prior Lenders, each in form and substance reasonably satisfactory to Agent, as to the Prior Lender Obligations.

25.Tax Forms:  Borrower Representative and Agent shall have received a properly completed and executed IRS Form W-9, W-8BEN or W-8ECI (whichever is applicable) or other applicable form, certificate or document from each Lender.

26.Intercreditor Agreement:  Duly executed originals of the Intercreditor Agreement among the Trustee for the Senior Notes, each Credit Party and Agent, and all documents, instruments and agreements required to be executed pursuant thereto.

27.Amendment to Security Documents for the Senior Notes:  Duly executed amendments to (or amendments and restatements of) all collateral agreements and mortgages for the Senior Notes, each in form and substance reasonably satisfactory to Agent.

28.Business Plan. Agent shall have received a business plan, including monthly financial projections satisfactory in form and substance to Agent.

29.Environmental Audit Reports: Agent and its environmental consultant shall have approved the scope and content of any environmental audit reports required by Agent to be provided by Borrower with respect to real property owned, operated or leased by Borrower or any of its subsidiaries and shall be satisfied that there are no existing or potential environmental liabilities which could have an adverse impact on the financial condition of Borrower. Any environmental audit report required by Agent must be prepared by a nationally recognized environmental engineering firm acceptable to Agent and delivered at least ten (10) days prior to closing.

30.Other Documents:  Agent shall have received such other certificates, documents and agreements respecting any Credit Party as Agent may, in its sole discretion, request.

B.NON-DOCUMENTARY CONDITIONS

1.Payment of Fees:  Borrower shall have paid the Fees required to be paid on the Closing Date, including but not limited to such Fees specified in the GE Capital Fee Letter.

2.Capital Structure:  The organizational documents, terms of equity interests, ownership, capital, corporate, tax and legal structure of each Credit Party and the terms and conditions of all Indebtedness of each Credit Party shall be reasonably acceptable to Agent with no material change from that reported in Borrower September 30, 2003 financial statements.

3.No Material Adverse Change; No Litigation: Since December 31, 2002, there shall have been no material adverse change with respect to the financial condition, collateral, operations, industry, business of Borrower or any of its subsidiaries, taken as a whole. There shall have been no litigation commenced which, if successful, could have a material adverse effect upon any of the foregoing.

96

4.Solvency. Agent and Lenders shall be satisfied, based on Consolidating financial statements (actual and pro forma), projections and other evidence provided by Borrower, or requested by Agent, that Borrower and its subsidiaries after incurring the indebtedness contemplated by the Revolving Credit Facility, will be solvent, able to satisfy its obligations as they mature and adequately capitalized.

5.Due Diligence:  Agent and Lenders shall have completed its business, legal and environmental due diligence, including a review of the Senior Notes Indenture (and, without limitation, the intercreditor provisions thereof), Senior Subordinated Notes Indenture and collective bargaining agreements with results reasonably satisfactory to Agent and Lenders.

6.Unused Availability:  After giving effect to the payment of, or the creation of a reserve for, all fees and expenses related to the closing and to the satisfaction of the Prior Lender Obligations, Borrower shall have at least $38,000,000 of Borrowing Availability on the Closing Date.

7.Retirement of Prior Lender Obligations:  Borrower shall have made provisions for the payment and satisfied on the Closing Date in full of the Prior Lender Obligations (other than obligations in respect of letters of credit outstanding on the Closing Date and issued by Deutsche Bank Trust Company Americas, which shall have been backed by stand-by Letters of Credit as required by the pay-off letter for the Existing Credit Facility).

8.Field Examination and Inventory Appraisal:  Agent or its representatives shall have completed field examination of Borrower’s and its subsidiaries’ respective business, operations, financial condition and assets with results reasonably satisfactory to Agent.

9.Other Requirements:  Such other requirements of any Credit Party as Agent may, in its sole discretion, request.

97

ANNEX D

to

CREDIT AGREEMENT

[RESERVED]

98

ANNEX E

to

CREDIT AGREEMENT

WIRE TRANSFER INFORMATION

99

EXHIBIT 4.9(d)

BORROWING BASE CERTIFICATE

DAYTON SUPERIOR CORPORATION

Date:              ,       

This Certificate is given by Dayton Superior Corporation (“Borrower”) pursuant to subsection 4.9(d) of that certain Credit Agreement dated as of January   , 2004 among Borrower, the other Credit Parties party thereto, the Lenders from time to time party thereto and General Electric Capital Corporation, as agent for the Lenders (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time the “Credit Agreement”).  Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

The undersigned is duly authorized to execute and deliver this Certificate on behalf of Borrower.  By executing this Certificate such officer hereby certifies on behalf of the Borrower (and not individually) to Agent and Lenders that:

(a)Attached hereto as Schedule 1 is a calculation of the proposed Borrowing Base for Borrower as of the above date;

(b)Based on such schedule, the proposed Borrowing Base as of the above date is:

$                      

(c)Agent shall have the right to establish or modify or eliminate Reserves against Eligible Accounts, Eligible Inventory and Borrowing Availability from time to time in its reasonable credit judgment exercised in good faith based on events or occurrences after the Closing Date that adversely affect the collectibility of Accounts or the saleability of Inventory.  In addition, Agent reserves the right at any time to adjust any of the criteria set forth below and to establish new criteria in its reasonable credit judgment exercised in good faith, subject to the approval of Supermajority Revolving Lenders in the case of adjustments which have the effect of making more credit available.  Borrower acknowledges that the exercise by Agent of any right pursuant to this clause (c) shall have the effect of adjusting the proposed Borrowing Base set forth above.

IN WITNESS WHEREOF, Borrower has caused this Certificate to be executed by its                            this         day of                          , 200  .

DAYTON SUPERIOR CORPORATION
By:
	Name:
	Title:

100

Schedule 1

to Exhibit 4.9(d)

BORROWING BASE CALCULATION

DAYTON SUPERIOR CORPORATION

Accounts of the Borrower and its Domestic Subsidiaries reflected as accounts receivable on the Borrower’s consolidated balance sheet (as of the date above), but solely to the extent of the unpaid portion of the obligations stated on the respective invoices issued to a customer of Borrower or any of its Domestic Subsidiaries with respect to inventory sold and shipped or services performed in the ordinary course of business, net of any credits, rebates or offsets owed by Borrower or any of its Domestic Subsidiaries to the respective customer.	$
Less: Ineligible
Accounts: Accounts that do not arise from the sale of goods or the performance of services by Borrower or a Domestic Subsidiary in the ordinary course of its business;
Accounts (i) upon which Borrower’s or a Domestic Subsidiary’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition whatsoever or (ii) as to which Borrower or such Domestic Subsidiary is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process, or (iii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to Borrower’s or a Domestic Subsidiary’s completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer;
Any Account to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account;
Accounts that are not true and correct statements of bona fide indebtedness incurred in the amount of such Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor;
Accounts with respect to which an invoice has not been sent to the applicable Account Debtor;

101

Accounts that (i) are not owned by Borrower or a Domestic Subsidiary or (ii) are subject to any right, claim, security interest or other interest of any other Person, other than Permitted Encumbrances that are junior to the Lien of the Agent securing the Obligations;

Accounts that arise from a sale to any Credit Party, director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party;

Accounts that are the obligation of an Account Debtor that is the United States government or a political subdivision thereof, or any state, county or municipality or department, agency or instrumentality thereof if such obligations in the aggregate exceed $2,500,000 unless Agent, in its sole discretion, has agreed to the contrary in writing and Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, or any applicable state, county or municipal law restricting the assignment thereof] with respect to such obligation;

Accounts that are the obligations of an Account Debtor located in a foreign country other than Canada unless payment thereof is assured by a letter of credit assigned and delivered to Agent, satisfactory to Agent as to form, amount and issuer;

Accounts to the extent Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to Borrower or any Subsidiary thereof but only to the extent of the potential offset;

Accounts that arise with respect to goods that are delivered on a bill-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional;

102

Accounts that are in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following (other than clause (i)(x) below, which is for information and Borrowing Base calculation only):      

(i)(x) the Account has not been paid and there has elapsed 120 (but not more than 150) days since its invoice date and the Account is not otherwise ineligible;

(y) the Account has not been paid and there has elapsed more than 150 days since its invoice date; or

(z) the Account has not been paid and there has elapsed more than 90 days since its due date and it is not an Account taken into account under clause (y);

(ii)the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or

(iii)a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors;

Accounts that are the obligations of an Account Debtor if 50% or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in this Schedule 1 to Exhibit 4.9(d);

Accounts as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien;

Accounts as to which any of the representations or warranties in the Loan Documents are untrue;

Accounts that are evidenced by a judgment, Instrument or, except in the case of a Rental, Chattel Paper;

Accounts to the extent that such Account, together with all other Accounts owing to such Account Debtor and its Affiliates (other than) as of any date of determination exceed 10% of all Eligible Accounts, except as otherwise agreed by Agent;

Accounts that are payable in any currency other than Dollars; or

103

In the case of any Rental, Accounts that are not subject to a written lease agreement;
In the case of any Rental, Accounts that are not subject to a first priority security interest of Agent on behalf of Lenders, perfected by possession of all Chattel Paper related to such Rental by possession or by the filing of a financing statement which financing statement indicates that a purchase of or security interest in such Chattel Paper by or in favor of any Person other than Agent or the trustee under the Senior Notes is violative of the rights of Agent;
Total Ineligible Accounts	$
Total Eligible Accounts (Accounts less Total Ineligible Accounts)	$
Total Eligible Accounts  120-150 days	$
Advance Rate		[80	]%
Total Eligible Accounts  <120 days	$
Advance Rate		[85	]%
Accounts Availability	$
Inventory owned by, and in the possession of the Borrower or any of its Domestic Subsidiaries, and located in the United States of America, reflected as inventory on the Borrower’s consolidated balance sheet (as of the date above), valued at the lower of cost or market (including adequate reserves for obsolete, slow moving or excess quantities), on a first-in, first-out basis	$
Less: Ineligible Inventory:
Inventory that is not owned by Borrower or a Domestic Subsidiary free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure Borrower’s or a Domestic Subsidiary’s performance with respect to that Inventory), except the Liens in favor of Agent, on behalf of itself and Lenders;

104

(i) Except in the case of Inventory on lease to customers in the ordinary course of business, Inventory that (w) is not located on premises owned, leased or rented by Borrower or a Domestic Subsidiary and set forth in Disclosure Schedule (5.12) to the Security Agreement, (x) is stored at a leased location, unless Agent has given its prior consent thereto and unless (1) a reasonably satisfactory landlord waiver has been delivered to Agent, or (2) Reserves in an amount equal to four months rent have been established with respect thereto, (y) is stored with a bailee or warehouseman or is in a processor or converter facility unless a reasonably satisfactory, acknowledged waiver or subordination of all Liens and claims by the bailee, warehouseman, processor or converter has been received by Agent or Reserves reasonably satisfactory to Agent have been established with respect thereto, or (z) is located at an owned location subject to a mortgage in favor of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent or Reserves reasonably satisfactory to Agent have been established with respect thereto, or (ii) is located at any site if the aggregate book value of Inventory at any such location is less than $100,000;

Inventory that is placed on consignment or is in transit, except for Inventory in transit between domestic locations of Credit Parties as to which Agent’s Liens have been perfected at origin and destination;

Inventory that is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favor of Agent and Lenders;

Inventory that is excess, obsolete, unsaleable, shopworn, seconds, damaged or unfit for sale;

Inventory that consists of display items or packing or shipping materials, manufacturing supplies, work-in-process Inventory to the extent such work-in-process Inventory in the aggregate exceeds $5,000,000 or replacement parts;

Inventory that is not held for sale in the ordinary course of Borrower’s or a Domestic Subsidiary’s business;

Inventory that is not subject to a first priority lien in favor of Agent on behalf of itself and Lenders subject to no other Lien other than Permitted Encumbrances that are junior to the Lien of Agent securing the Obligations;

Inventory that breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents;

105

Inventory that consists of any costs associated with “freight-in” charges, to the extent such “freight-in” charges can be determined by the Credit Parties;
Inventory that consists of Hazardous Materials or goods that can be transported or sold only with licenses that are not readily available;
Inventory that is not covered by casualty insurance in accordance with Section 2.2;
Inventory that is being leased to a third party as lessee subject to a lease that is not owned by Borrower or a Domestic Subsidiary or is subject to a lease owned by Borrower or a Domestic Subsidiary that is subject to a Lien (other than a Permitted Encumbrance); or
Inventory that is being leased to a lessee (i) which has commenced a voluntary case or has consented to the entry of an order for relief in an involuntary case or to the conversion of an involuntary case to a voluntary case, under the Bankruptcy Code or (ii) with respect to which a court has entered a decree or order for relief in an involuntary case under the Bankruptcy Code.
Total Ineligible Inventory	$
Total Eligible Inventory at NOLV	$
Advance Rate		[85	]%
A.	$
Total Eligible Inventory at cost	$
Advance Rate		[60	]%
B.	$
Inventory Availability (lesser of A and B)	$
Less	$	10,000,000
Less current liabilities (other than Loans and Intercompany Notes) of Symons	$
Borrowing Base (Accounts Availability plus Inventory Availability less $10,000,000 less such current liabilities of Symons)	$
Indenture Borrowing Base
75% of net accounts receivable on Borrower’s most recent consolidated balance sheet	$

106

60% of net inventories and rental equipment on Borrower’s most recent consolidated balance sheet	$
Total	$

107

EXHIBIT 4.9(k)

COMPLIANCE AND PRICING CERTIFICATE

DAYTON SUPERIOR CORPORATION

Date:               ,       

This Certificate is given by Dayton Superior Corporation (“Borrower”) pursuant to Section 4.9(k) of that certain Credit Agreement dated as of January   , 2004 among Borrower, the other Credit Parties party thereto, the Lenders from time to time party thereto and General Electric Capital Corporation, as agent for the Lenders (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

The undersigned is duly authorized to execute and deliver this Certificate on behalf of Borrower.  By executing this Certificate such officer hereby certifies on behalf of Borrower (and not individually) to Agent and Lenders that:

(a)the financial statements delivered with this Certificate in accordance with Section 4.9(a) and/or 4.9(b) of the Credit Agreement fairly present in all material respects the results of operations and financial condition of Borrower and its Subsidiaries as of the dates of such financial statements (except that monthly Financial Statements do not include footnote disclosures or any Consolidating statement and are subject to year-end adjustment);

(b)I have reviewed the terms of the Credit Agreement and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and conditions of the Credit Parties during the accounting period covered by such financial statements;

(c)such review has not disclosed the existence during or at the end of such accounting period, and I have no knowledge of the existence as of the date hereof, of any condition or event that constitutes a Default or an Event of Default, except as set forth on Schedule 1 hereto, which includes a description of the nature and period of existence of such Default or an Event of Default and what action Borrower has taken, is taking and proposes to take with respect thereto;

(d)except as set forth on Schedule 1 hereto, Borrower is in compliance with the covenants contained in Sections 3.1, 3.3, 3.4, 3.5, 3.7 and 3.8 and Section 4 of the Credit Agreement, as demonstrated on Schedule 1 hereto;

(e)Daily Average Borrowing Availability for the Fiscal Quarter in respect of which this Certificate is being delivered was: $___________;

(f)except as set forth on Schedule 3 hereto, subsequent to the date of the most recent Certificate submitted by Borrower pursuant to Section 4.9(k) of the Credit Agreement, no Credit Party has (i) changed its name as it appears in official filings in the jurisdiction of its organization, (ii) changed its chief executive office, principal place of business, corporate offices, warehouses or locations at which Collateral is held or stored, or the location of its records concerning Collateral, (iii) changed the type of entity that it is, (iv) changed (or has had changed) its organization identification number, if any, issued by its jurisdiction of organization, (v) changed its jurisdiction of organization, (vi) changed the end of its

108

Fiscal Year, or (vii) formed any new Subsidiary or entered into any partnership or joint venture with any other Person; and

(g)except as set forth on Schedule 4 hereto, subsequent to the date of the most recent Certificate submitted by Borrower pursuant to Section 4.9(k) of the Credit Agreement, there has been no event which would alter any of the disclosures set forth on Schedule 5.4(b) of the Credit Agreement.

(h)Borrower and its Subsidiaries have possession of all their respective Chattel Paper and have not created any lien on any Chattel Paper other than liens in favor of the Agent and the Collateral Agent under the Senior Notes Indenture.

IN WITNESS WHEREOF, Borrower has caused this Certificate to be executed by its                              this         day of                       , 200  .

DAYTON SUPERIOR CORPORATION
By:
	Name:
	Title:

109

SCHEDULE 1

Exhibit 4.9(k)

ALL AMOUNTS IN EXHIBIT 4.9(K) ARE WITHOUT DUPLICATION AND, UNLESS OTHERWISE INDICATED, ARE CALCULATED FOR BORROWER AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS

INDEBTEDNESS

(Section 3.1)

Unsecured Indebtedness issued in connection with each Permitted Acquisition as reflected on the consolidated balance sheet of Borrower.

Actual in the aggregate	$
Permitted in the aggregate	$	7,500,000
In Compliance	Yes/No
Actual in the aggregate	$
Permitted in the aggregate	$	7,500,000
In Compliance	Yes/No

Indebtedness secured by purchase money Liens or incurred with respect to Capital Leases:

Actual in the aggregate	$
Permitted in the aggregate	$	5,000,000
In Compliance	Yes/No

Unsecured Subordinated Debt (excluding Indebtedness evidenced by the Senior Subordinated Notes):

Actual in the aggregate	$
Permitted in the aggregate	$	5,000,000
In Compliance	Yes/No

110

Indebtedness of Dayton Superior Canada Ltd:

Actual in the aggregate	$
Permitted in the aggregate	$	5,000,000
provided, no other Credit Party has any liability with respect thereto or has provided any collateral security or other support with respect thereto
In Compliance	Yes/No

111

INVESTMENTS

(Section 3.3)

Loans and advances to employees and officers for bona fide business purposes:

Actual in the aggregate	$
Permitted in the aggregate	$	5,000,000
In Compliance	Yes/No

Investments in Persons engaged in a business permitted under Section 3.9:

Actual in the aggregate	$
Permitted in the aggregate	$	10,000,000
In Compliance	Yes/No

112

CONTINGENT OBLIGATIONS

(Section 3.4)

Contingent Obligations arising from performance and surety bonds and completion guarantees provided by Borrower or any Subsidiary of Borrower in the ordinary course of business:

Actual in the aggregate	$
Permitted in the aggregate	$	[	]
In Compliance	Yes/No

113

RESTRICTED JUNIOR PAYMENTS

(Section 3.5)

Purchase, prepayment, acquisition or retirement for value of Senior Notes or Restricted Payments described in clauses (a) through (e) of the definition of Restricted Payments:

Actual	$
Borrowing Availability at the relevant time (after giving effect to any such purchases, prepayments, acquisitions or retirements)	$
Permitted (provided no Default or Event of Default and Borrowing Availability, at relevant time, was at least $40,000,000)	Yes/No
In Compliance	Yes/No

Redemption or repurchase of Borrower’s common equity or options in respect thereof in connection with repurchase provisions of employee stock option, stock purchase agreements and/or other agreements to compensate management employees:

Actual (current Fiscal Year)	$
Permitted (current Fiscal Year)	$	2,5000,000
Carryover from prior Fiscal Years (up to $5,000,000 may be carried over from preceding fiscal years)	$
In Compliance	Yes/No

Purchase, prepayment, acquisition or retirement for value of Senior Subordinated Notes:

Actual	$
Borrowing Availability at the relevant time (after giving effect to any such purchases, prepayments, acquisitions or retirements)	$
Permitted (provided no Default or Event of Default and Borrowing Availability, at relevant time, was at least $30,000,000)	$	15,000,000
In Compliance	Yes/No

114

Dividend or irrevocable redemption (paid within 60 days of declaration of dividend or notice of redemption, as the case may be):

Actual	$
Borrowing Availability (at the relevant time after giving effect to any such dividend or redemption)	$
Permitted (provided no Default or Event of Default and Borrowing Availability, at the relevant time, was at least $40,000,000)	Yes/No
In Compliance	Yes/No

Dividend on Disqualified Capital Stock issued after June 9, 2003:

Actual	$
On pro forma basis would have been able to incur $1 of additional Indebtedness	Yes/No
Borrowing Availability (at the relevant time after giving effect to the incurrence of Obligations)	$
Permitted (provided no Default or Event of Default and Borrowing Availability, at the relevant time, was at least $40,000,000)	Yes/No
In Compliance	Yes/No

Merger and acquisition advisory fees:

Value of Permitted Acquisition and related reasonable out-of-pocket expense reimbursements	$
Merger and acquisition advisory fees paid	$
In Compliance	Yes/No

115

RESTRICTION ON FUNDAMENTAL CHANGES

(Section 3.6)

Describe any Permitted Acquisitions made during the period (list each transaction by amounts payable in connection therewith (including all transaction costs and all Indebtedness, liabilities and Contingent Obligations incurred or assumed):

$

$

$

$

Aggregate amounts payable in connection with of all Permitted Acquisitions	$
Permitted amounts payable in connection with all Permitted Acquisitions	$	30,000,000
In Compliance	Yes/No

116

DISPOSAL OF ASSETS

(Section 3.7)

Describe any Asset Dispositions made during the period (list each transaction by market value of assets sold or otherwise disposed of):

$

$

$

$

Permitted Asset Dispositions in a single transaction or series of related transactions (asset market value)	$	10,000,000
In Compliance	Yes/No
Aggregate market value of Asset Dispositions in Fiscal Year	$
Permitted aggregate market value of Asset Dispositions in any Fiscal Year	$	25,000,000
In Compliance	Yes/No

117

TRANSACTIONS WITH AFFILIATES

(Section 3.8)

Describe any Transactions with Affiliates with an aggregate value of $2,500,000 or more made during the period:

$

$

$

$

Majority of Board of Directors good faith determination in accordance with 3.8(a)(i)	Yes/No
Favorable opinion obtained in accordance with 3.8(a)(ii)	Yes/No
In Compliance	Yes/No

118

SALE-LEASEBACKS

(Section 3.17)

Sale-Leasebacks, synthetic leases or similar transactions:

Actual in the aggregate (unpaid notional principal amount)	$
Permitted in the aggregate (unpaid notional principal amount)	$	5,000,000
In Compliance	Yes/No

119

CONDITIONS OR EVENTS WHICH CONSTITUTE A DEFAULT OR

EVENT OF DEFAULT

[If any condition or event exists that constitutes a Default or Event of Default, specify nature and period of existence and what action Borrower has taken, is taking or proposes to take with respect thereto; if no condition or event exists, state “None.”]

120

SCHEDULE 3

Exhibit 4.9(k)

ORGANIZATION/LOCATION CHANGES

[If any Credit Party has (i) changed its name as it appears in official filings in the state of its organization, (ii) changed its chief executive office, principal place of business, corporate offices, warehouses or locations at which Collateral is held or stored, or the location of its records concerning Collateral, (iii) changed the type of entity that it is, (iv) changed (or has had changed) its organization identification number, if any, issued by its jurisdiction or organization, (v) changed its jurisdiction of organization, (vi) changed the end of its Fiscal Year, or (vii) formed any new Subsidiary or entered into any partnership or joint venture with any Person, such change shall be specified below; if no such change has been made, state “None.”]

121

SCHEDULE 4

Exhibit 4.9(k)

CAPITALIZATION CHANGES

[If with respect to any Credit Party there has been a change in authorized Stock, issued and outstanding Stock or the identity of the holders of any Stock, or if with respect to any Credit Party there has been a change pertaining to preemptive rights or any other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition of any Stock, such change shall be set forth below; if no such change has occurred, state “None.”]

122

EXHIBIT 1.1(a)(i)

to

CREDIT AGREEMENT

FORM OF REVOLVING NOTE

New York, New York

$    ,    ,                          ,          

FOR VALUE RECEIVED, the undersigned, Dayton Superior Corporation, an Ohio corporation (“Borrower”), HEREBY PROMISES TO PAY to the order of                                          (“Lender”), at the offices of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Agent for Lenders (“Agent”), at its address at 335 Madison Avenue, New York, New York 10017, or at such other place as Agent may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the amount of                                          DOLLARS AND                CENTS ($    ,    ,    ) or, if less, the aggregate unpaid amount of all Revolving Credit Advances made to the undersigned under the “Credit Agreement” (as hereinafter defined).  All capitalized terms used but not otherwise defined herein have the meanings given to them in the Credit Agreement or in Annex A thereto.

This Revolving Note is one of the Revolving Notes issued pursuant to that certain Credit Agreement dated as of January    , 2004 by and among Borrower, the other Persons named therein as Credit Parties, Agent, Lender and the other Persons signatory thereto from time to time as Lenders (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”), and is entitled to the benefit and security of the Credit Agreement, the Security Agreement and all of the other Loan Documents referred to therein.  Reference is hereby made to the Credit Agreement for a statement of all of the terms and conditions under which the Loans evidenced hereby are made and are to be repaid.  The date and amount of each Revolving Credit Advance made by Lenders to Borrower, the rates of interest applicable thereto and each payment made on account of the principal thereof, shall be recorded by Agent on its books; provided that the failure of Agent to make any such recordation shall not affect the obligations of Borrower to make a payment when due of any amount owing under the Credit Agreement or this Revolving Note in respect of the Revolving Credit Advances made by Lender to Borrower.

The principal amount of the indebtedness evidenced hereby shall be payable in the amounts and on the dates specified in the Credit Agreement, the terms of which are hereby incorporated herein by reference.  Interest thereon shall be paid until such principal amount is paid in full at such interest rates and at such times, and pursuant to such calculations, as are specified in the Credit Agreement.  The terms of the Credit Agreement are hereby incorporated herein by reference.

If any payment on this Revolving Note becomes due and payable on a day other than a Business Day, the payment thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Upon and after the occurrence of any Event of Default, this Revolving Note may, as provided in the Credit Agreement, and without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other legal requirement of any kind (all of which are hereby expressly waived by Borrower), be declared, and immediately shall become, due and payable.

123

Time is of the essence of this Revolving Note.

Except as provided in the Credit Agreement, this Revolving Note may not be assigned by Lender to any Person.

THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

DAYTON SUPERIOR CORPORATION
By:
	Name:
	Title:

124

EXHIBIT 1.1(a)(ii)

to

CREDIT AGREEMENT

FORM OF NOTICE OF REVOLVING CREDIT ADVANCE

                    ,         

General Electric Capital Corporation,

for itself, as Lender, and as Agent

for Lenders

335 Madison Avenue

New York, New York 10017

Attention: Dayton Superior Corporation

Account Manager

Ladies and Gentlemen:

The undersigned, Dayton Superior Corporation (“Borrower”) refers to the Credit Agreement, dated as of January   , 2004 (the “Credit Agreement,” the terms defined therein being used herein and in the accompanying officer’s certificate as therein defined), by and among Borrower, the other Credit Parties signatory thereto, General Electric Capital Corporation, for itself, as Lender, and as Agent for Lenders,  and Lenders, and hereby gives you notice, irrevocably, pursuant to Section 1.1(a) of the Credit Agreement, that the undersigned hereby requests a Revolving Credit Advance under the Credit Agreement, and in that connection sets forth below the information relating to such Revolving Credit Advance as required by Section 1.1(a) of the Credit Agreement:

(i)The date of the requested Revolving Credit Advance is                    ,          .

(ii)The aggregate amount of the requested Revolving Credit Advance is $                    .

(iii)The requested Revolving Credit Advance is [an Index Rate Loan] [a LIBOR Loan with a LIBOR Period of                 ].

(iv)The requested Revolving Credit Advance is to be sent to:

[Name of Bank]

[City of Bank]

Beneficiary:

Account No.:  [number]

ABA No.:  [number]

Attn:  [name]

The undersigned hereby certifies on behalf of Borrower (and not individually) that all of the statements contained in Section 7.2 of the Credit Agreement are true and correct in all material respects on the date hereof, and will be true in all material respects on the date of the requested Revolving Credit Advance, before and after giving effect thereto and to the application of the proceeds therefrom.  The undersigned certifies on behalf of Borrower (and not individually)  that the Revolving Credit Advance

125

requested hereby shall constitute “Permitted Indebtedness” (as such term is defined in the Senior Notes Indenture) and “Senior Debt” and “Designated Senior Debt” (as such terms are defined in the Senior Subordinated Notes Indenture).

DAYTON SUPERIOR CORPORATION
By:
	Name:
	Title:

[Add for Initial Revolving Credit Advance]

OFFICER’S CERTIFICATE

The undersigned, being the duly elected                 of Dayton Superior Corporation, currently serving as such, hereby certifies to Agent and the Lenders that the incurrence of the Liens of the Agent for the benefit of itself and the Lenders contemplated by the Credit Agreement and the other Loan Documents and securing the Obligations is permitted under clause (3) of the definition of “Permitted Liens” (under and as such term is defined in the Senior Notes Indenture) for the entire amount of the Revolving Loan Commitment.

IN WITNESS WHEREOF, the undersigned has signed this certificate as contemplated by clause (3) of the definition of “Permitted Liens” (under and as such term is defined in the Senior Notes Indenture) as of this     day of January, 2004.

Name:

126

EXHIBIT 1.1(c)

to

CREDIT AGREEMENT

FORM OF SWING LINE NOTE

New York, New York

$    ,    ,                          ,          

FOR VALUE RECEIVED, the undersigned, Dayton Superior Corporation an Ohio corporation (“Borrower”), HEREBY PROMISES TO PAY to the order of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Swing Line Lender”) at the offices of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Agent (in such capacity, the “Agent”) at the Agent’s address at 335 Madison Avenue, New York, New York 10017, or at such other place as Agent may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the amount of                                      DOLLARS AND NO CENTS ($    ,    ,     ) or, if less, the aggregate unpaid amount of all Swing Line Advances made to the undersigned under the “Credit Agreement” (as hereinafter defined).  All capitalized terms used but not otherwise defined herein have the meanings given to them in the Credit Agreement or in Annex A thereto.

This Swing Line Note is issued pursuant to that certain Credit Agreement dated as of January     , 2004 by and among Borrower, the other Persons named therein as Credit Parties, Agent, Swing Line Lender and the other Persons signatory thereto from time to time as Lenders (including all annexes, exhibits and schedules thereto and as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”), and is entitled to the benefit and security of the Credit Agreement, the Security Agreement and all of the other Loan Documents.  Reference is hereby made to the Credit Agreement for a statement of all of the terms and conditions under which the Loans evidenced hereby are made and are to be repaid.  The date and amount of each Swing Line Advance made by Swing Line Lender to Borrower, the rate of interest applicable thereto and each payment made on account of the principal thereof, shall be recorded by Agent on its books; provided that the failure of Agent to make any such recordation shall not affect the obligations of Borrower to make a payment when due of any amount owing under the Credit Agreement or this Swing Line Note in respect of the Swing Line Advances made by Swing Line Lender to Borrower.

The principal amount of the indebtedness evidenced hereby shall be payable in the amounts and on the dates specified in the Credit Agreement, the terms of which are hereby incorporated herein by reference.  Interest thereon shall be paid until such principal amount is paid in full at such interest rates and at such times, and pursuant to such calculations, as are specified in the Credit Agreement.  The terms of the Credit Agreement are hereby incorporated herein by reference.

If any payment on this Swing Line Note becomes due and payable on a day other than a Business Day, the payment thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Upon and after the occurrence of any Event of Default, this Swing Line Note may, as provided in the Credit Agreement, and without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other legal requirement of any kind (all of which are hereby expressly waived by Borrower), be declared, and immediately shall become, due and payable.

127

Time is of the essence of this Swing Line Note.

Except as provided in the Credit Agreement, this Swing Line Note may not be assigned by Lender to any Person.

THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

DAYTON SUPERIOR CORPORATION
By:
	Name:
	Title:

128

EXHIBIT 1.2(e)

to

CREDIT AGREEMENT

FORM OF NOTICE OF CONVERSION/CONTINUATION

Reference is made to that certain Credit Agreement dated as of January    , 2004 by and among the undersigned (“Borrower”), the other Persons named therein as Borrowers, the other Persons named therein as Credit Parties, General Electric Capital Corporation (“Agent”) and the Lenders from time to time signatory thereto (including all annexes, exhibits or schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”).  Capitalized terms used herein without definition are so used as defined in the Credit Agreement.

Borrower hereby gives irrevocable notice, pursuant to Section 1.2(e) of the Credit Agreement, of its request to:

(a)on [  date  ] convert $[             ]of the aggregate outstanding principal amount of the [             ] Loan, bearing interest at the [             ] Rate, into a(n) [             ] Loan [and, in the case of a LIBOR Loan, having a LIBOR Period of [           ] month(s)];

[(b)on [  date  ] continue $[             ]of the aggregate outstanding principal amount of the [             ] Loan, bearing interest at the LIBOR Rate, as a LIBOR Loan having a LIBOR Period of [            ] month(s)].

Borrower certifies that the conversion and/or continuation of the Loans requested above is for the separate account of the Borrower in the following amount:  [$                              ].

Borrower hereby (i) certifies that all of the statements contained in Section 7.2 of the Credit Agreement are true and correct in all material respects on the date hereof, and will be true in all material respects on the date of the requested conversion/continuation, before and after giving effect thereto and (ii) reaffirms the guaranty and continuance of Agent’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

DAYTON SUPERIOR CORPORATION
By:
	Name:
	Title:

129

EXHIBIT 8.1

to

CREDIT AGREEMENT

ASSIGNMENT AGREEMENT

This Assignment Agreement (this “Agreement”) is made as of January    , 2004 by and between                                                       (“Assignor Lender”) and                                         (“Assignee Lender”) and acknowledged and consented to by GENERAL ELECTRIC CAPITAL CORPORATION, as agent (“Agent”).  All capitalized terms used in this Agreement and not otherwise defined herein will have the respective meanings set forth in the Credit Agreement as hereinafter defined.

RECITALS:

WHEREAS, Dayton Superior Corporation, an Ohio corporation and certain of its Subsidiaries (“Credit Parties”), Agent, Assignor Lender and other Persons signatory thereto as Lenders have entered into that certain Credit Agreement dated as of January __, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) pursuant to which Assignor Lender has agreed to make certain Loans to, and incur certain Letter of Credit Obligations for, Borrower;

WHEREAS, Assignor Lender desires to assign to Assignee Lender [all/a portion] of its interest in the Loans (as described below), the Letter of Credit Obligations and the Collateral and to delegate to Assignee Lender [all/a portion] of its Commitments and other duties with respect to such Loans, Letter of Credit Obligations and Collateral;

WHEREAS, Assignee Lender desires to become a Lender under the Credit Agreement and to accept such assignment and delegation from Assignor Lender; and

WHEREAS, Assignee Lender desires to appoint Agent to serve as agent for Assignee Lender under the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions, and covenants herein contained, Assignor Lender and Assignee Lender agree as follows:

1.ASSIGNMENT, DELEGATION, AND ACCEPTANCE

1.1Assignment.  Assignor Lender hereby transfers and assigns to Assignee Lender, without recourse and without representations or warranties of any kind (except as set forth in Section 3.2), [all/such percentage] of Assignor Lender’s right, title, and interest in [the Revolving Loan ], [the Loans], [Letter of Credit Obligations], Loan Documents and the Collateral as will result in Assignee Lender having as of the Effective Date (as hereinafter defined) a Pro Rata Share thereof, as follows:

Assignee Lender’s Loans	Principal Amount	Pro Rata Share
Revolving Loan	$		%

1.2Delegation.  Assignor Lender hereby irrevocably assigns and delegates to Assignee Lender [all/a portion] of its Commitments and its other duties and obligations as a Lender under the Loan Documents equivalent tothe Pro Rata Shares set forth above.

130

1.3Acceptance by Assignee Lender.  By its execution of this Agreement, Assignee Lender irrevocably purchases, assumes and accepts such assignment and delegation and agrees to be a Lender with respect to the delegated interest under the Loan Documents and to be bound by the terms and conditions thereof.  By its execution of this Agreement, Assignor Lender agrees, to the extent provided herein, to relinquish its rights and be released from its obligations and duties under the Credit Agreement.

1.4Effective Date.  Such assignment and delegation by Assignor Lender and acceptance by Assignee Lender will be effective and Assignee Lender will become a Lender under the Loan Documents as of [the date of this Agreement][_____ __, ____] (“Effective Date”) and upon payment of the Assigned Amount and the Assignment Fee (as each term is defined below).  [Interest and Fees accrued prior to the Effective Date are for the account of Assignor Lender, and Interest and Fees accrued from and after the Effective Date are for the account of Assignee Lender.]

2.INITIAL PAYMENT AND DELIVERY OF NOTES

2.1Payment of the Assigned Amount.  Assignee Lender will pay to Assignor Lender, in immediately available funds, not later than 12:00 noon (New York time on the Effective Date, an amount equal to its Pro Rata Share of the then outstanding principal amount of the Loans as set forth above in Section 1.1 [together with accrued interest, fees and other amounts as set forth on Schedule 2.1] (the “Assigned Amount”).

2.2Payment of Assignment Fee.  [Assignor Lender and/or Assignee Lender] will pay to Agent, for its own account in immediately available funds, not later than 12:00 noon (New York time on the Effective Date, the assignment fee in the amount of $3,500 (the “Assignment Fee”) as required pursuant to Section 8.1(a) of the Credit Agreement.

2.3Execution and Delivery of Notes.  Following payment of the Assigned Amount and the Assignment Fee, Assignor Lender will deliver to Agent the Notes previously delivered to Assignor Lender for redelivery to Borrowers and Agent will obtain from Borrowers for delivery to [Assignor Lender and] Assignee Lender, new executed Notes evidencing Assignee Lender’s [and Assignor Lender’s respective] Pro Rata Share[s] in the Loans after giving effect to the assignment described in Section 1.  Each new Note will be issued in the aggregate maximum principal amount of the [applicable] Commitment [of the Lender to whom such Note is issued] OR [the Assignee Lender].

3.REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1Assignee Lender’s Representations, Warranties and Covenants.  Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and Agent:

(a)This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;

(b)The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;

(c)Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement;

(d)Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Party, has conducted its own evaluation of the Loans and

131

Letter of Credit Obligations, the Loan Documents and each Credit Party’s creditworthiness, has made its decision to become a Lender to Borrowers under the Credit Agreement independently and without reliance upon Assignor Lender or Agent, and will continue to do so;

(e)Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender’s property shall, subject to the terms of the Credit Agreement, be and remain within its control;

(f)No future assignment or participation granted by Assignee Lender pursuant to Section 8.1 of the Credit Agreement will require Assignor Lender, Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;

(g)Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;

(h)Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party without the prior written consent of Agent; and

(i)As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of the Obligations without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof , (ii) is not subject to capital adequacy or similar requirements under Section 1.10(a) of the Credit Agreement, (iii) does not require the payment of any increased costs under Section 1.10(b) of the Credit Agreement, and (iv) is not unable to fund LIBOR Loans under Section 1.10(b) of the Credit Agreement, ] and Assignee Lender will indemnify Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender’s failure to fulfill its obligations under the terms of Section 1.11(c) of the Credit Agreement [or from any other inaccuracy in the foregoing.

3.2Assignor Lender’s Representations, Warranties and Covenants.  Assignor Lender hereby represents, warrants and covenants the following to Assignee Lender:

(a)Assignor Lender is the legal and beneficial owner of the Assigned Amount;

(b)This Agreement is a legal, valid and binding agreement of Assignor Lender, enforceable according to its terms;

(c)The execution and performance by Assignor Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to or consent or approval by any Governmental Authority;

(d)Assignor Lender has full power and authority, and has taken all action necessary to execute and deliver this Agreement and to fulfill the obligations hereunder and to consummate the transactions contemplated hereby;

(e)Assignor Lender is the legal and beneficial owner of the interests being assigned hereby, free and clear of any adverse claim, lien, encumbrance, security interest, restriction on transfer, purchase option, call or similar right of a third party; and

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(f)This Assignment by Assignor Lender to Assignee Lender complies, in all material respects, with the terms of the Loan Documents.

4.LIMITATIONS OF LIABILITY

Neither Assignor Lender (except as provided in Section 3.2) nor Agent makes any representations or warranties of any kind, nor assumes any responsibility or liability whatsoever, with regard to (a) the Loan Documents or any other document or instrument furnished pursuant thereto or the Loans, Letter of Credit Obligations or other Obligations, (b) the creation, validity, genuineness, enforceability, sufficiency, value or collectibility of any of them, (c) the amount, value or existence of the Collateral,  (d) the perfection or priority of any Lien upon the Collateral, or (e) the financial condition of any Credit Party or other obligor or the performance or observance by any Credit Party of its obligations under any of the Loan Documents.  Neither Assignor Lender nor Agent has or will have any duty, either initially or on a continuing basis, to make any investigation, evaluation, appraisal of, or any responsibility or liability with respect to the accuracy or completeness of, any information provided to Assignee Lender which has been provided to Assignor Lender or Agent by any Credit Party.  Nothing in this Agreement or in the Loan Documents shall impose upon the Assignor Lender or Agent any fiduciary relationship in respect of the Assignee Lender.

5.FAILURE TO ENFORCE

No failure or delay on the part of Agent or Assignor Lender in the exercise of any power, right, or privilege hereunder or under any Loan Document will impair such power, right, or privilege or be construed to be a waiver of any default or acquiescence therein.  No single or partial exercise of any such power, right, or privilege will preclude further exercise thereof or of any other right, power, or privilege.  All rights and remedies existing under this Agreement are cumulative with, and not exclusive of, any rights or remedies otherwise available.

6.NOTICES

Unless otherwise specifically provided herein, any notice or other communication required or permitted to be given will be in writing and addressed to the respective party as set forth below its signature hereunder, or to such other address as the party may designate in writing to the other.

7.AMENDMENTS AND WAIVERS

No amendment, modification, termination, or waiver of any provision of this Agreement will be effective without the written concurrence of Assignor Lender, Agent and Assignee Lender.

8.SEVERABILITY

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law.  In the event any provision of this Agreement is or is held to be invalid, illegal, or unenforceable under applicable law, such provision will be ineffective only to the extent of such invalidity, illegality, or unenforceability, without invalidating the remainder of such provision or the remaining provisions of the Agreement.  In addition, in the event any provision of or obligation under this Agreement is or is held to be invalid, illegal, or unenforceable in any jurisdiction, the validity, legality, and enforceability of the remaining provisions or obligations in any other jurisdictions will not in any way be affected or impaired thereby.

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9.SECTION TITLES

Section and Subsection titles in this Agreement are included for convenience of reference only, do not constitute a part of this Agreement for any other purpose, and have no substantive effect.

10.SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

11.APPLICABLE LAW

THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OFNEW YORKAPPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE.

12.COUNTERPARTS

This Agreement and any amendments, waivers, consents, or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, will be deemed an original and all of which shall together constitute one and the same instrument.

[Signature page follows]

IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first written above.

ASSIGNEE LENDER:	ASSIGNOR LENDER:
By:	By:
Title:	Title:
Notice Address:	Notice Address:

ACKNOWLEDGED AND CONSENTED TO:

GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent

By:

Name:

Title:

[ADD WHEN NO EVENT OF DEFAULT

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IS CONTINUING:]
ACCEPTED AND AGREED
DAYTON SUPERIOR CORPORATION
By:
	Name:
	Title:

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SCHEDULE 2.1

Assignor Lender’s Loans

Principal Amount
Revolving Loan	$
Accrued Interest	$
Unused Line Fee	$
Other + or -$	$
Total	$

All determined as of the Effective Date.

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EX-4.8

Exhibit 4.8

EXECUTION COPY

DAYTON SUPERIOR CORPORATION,

AZTEC CONCRETE ACCESSORIES, INC.,

DAYTON SUPERIOR SPECIALTY CHEMICAL CORP.,

DUR-O-WAL, INC.,

SOUTHERN CONSTRUCTION PRODUCTS, INC.,

SYMONS CORPORATION,

TREVECCA HOLDINGS, INC.

(“GRANTORS”)

AND

GENERAL ELECTRIC CAPITAL CORPORATION,
AS AGENT

SECURITY AGREEMENT

TABLE OF CONTENTS

1.	DEFINED TERMS
2.	GRANT OF LIEN
3.	AGENT’S AND LENDERS’ RIGHTS:  LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS
4.	REPRESENTATIONS AND WARRANTIES
5.	COVENANTS
6.	BANK ACCOUNTS; COLLECTION OF ACCOUNTS AND PAYMENTS
7.	AGENT’S APPOINTMENT AS ATTORNEY-IN-FACT
8.	REMEDIES:  RIGHTS UPON DEFAULT
9.	GRANT OF LICENSE TO USE INTELLECTUAL PROPERTY COLLATERAL
10.	LIMITATION ON AGENT’S AND LENDERS’ DUTY IN RESPECT OF COLLATERAL
11.	REINSTATEMENT
12.	SURETYSHIP WAIVERS BY GRANTOR; OBLIGTIONS ABSOLUTE
13.	EXPENSES AND ATTORNEY’S FEES
14.	NOTICES
15.	SEVERABILITY
16.	NO WAIVER; CUMULATIVE REMEDIES
17.	LIMITATION BY LAW
18.	TERMINATION OF THIS AGREEMENT
19.	SUCCESSORS AND ASSIGNS
20.	COUNTERPARTS
21.	GOVERNING LAW
22.	WAIVER OF JURY TRIAL
23.	HEADINGS
24.	NO STRICT CONSTRUCTION
25.	ADVICE OF COUNSEL
26.	BENEFIT OF LENDERS
27.	INTERCREDITOR AGREEMENT

i

SECURITY AGREEMENT

THIS SECURITY AGREEMENT, dated as of January 30, 2004 (this “Agreement”), by and among DAYTON SUPERIOR CORPORATION, a Ohio corporation (“Borrower”), AZTEC CONCRETE ACCESSORIES, INC., a California corporation, DAYTON SUPERIOR SPECIALTY CHEMICAL CORP. a Kansas corporation, DUR-O-WAL, INC. a Delaware corporation, SOUTHERN CONSTRUCTION PRODUCTS, INC. a Alabama corporation, SYMONS CORPORATION a Delaware corporation and TREVECCA HOLDINGS, INC. a Delaware corporation (together with Borrower, each referred to herein individually as a “Grantor” and collectively as “Grantors”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as Agent (in such capacity, “Agent”) for itself and Lenders from time to time party to the Credit Agreement as defined below (“Lenders”).

WHEREAS:

(A)Pursuant to that certain Credit Agreement dated as of the date hereof (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among Grantors, Agent and Lenders, the Lenders have agreed to make available to Borrower, upon the terms and conditions thereof, a certain revolving credit facility;

(B)Borrower wishes to borrow certain Loans and cause certain Letters of Credit to be issued;

(C)each Grantor (other than Borrower) is a subsidiary of Borrower, Grantors engage in business transactions with one another, and each Grantor will benefit from the Loans and other financial accommodations made under the Credit Agreement;

(D)each Grantor (other than Borrower) has entered into a Guaranty dated as of the date hereof (as amended, supplemented, restated or otherwise modified and in effect from time to time), in favor of Agent, pursuant to which, among other things, each Grantor has guaranteed all obligations of the other Credit Parties pursuant to the Credit Agreement; and

(E)in order to induce Agent and Lenders to make the Loans and to incur the Letter of Credit Obligations (as defined in the Credit Agreement) to be made and incurred by Lenders as provided for in the Credit Agreement, each Grantor has agreed to grant a continuing Lien on the Collateral (as hereinafter defined) to secure the Obligations.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.DEFINED TERMS

(a)All capitalized terms used but not otherwise defined herein have the meanings given to them in the Credit Agreement or in Annex A thereto.  All other terms contained in this Agreement, unless the context indicates otherwise, have the meanings provided for by the Code to the extent the same are used or defined therein.

(b)“Uniform Commercial Code jurisdiction” means any jurisdiction that has adopted all or substantially all of Article 9 as contained in the 2000 Official Text of the Uniform Commercial Code, as recommended by the National Conference of Commissioners on

Uniform State Laws and the American Law Institute, together with any subsequent amendments or modifications to the Official Text.

2.GRANT OF LIEN

(a)To secure the prompt and complete payment, performance and observance of all of the Obligations and all renewals, extensions, restructurings and refinancings thereof, and all obligations, liabilities, and indebtedness of Grantors arising under this Agreement, each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Agent, for itself and the benefit of Lenders, a Lien upon all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the “Collateral”), including:

(i)all Accounts;

(ii)all Chattel Paper;

(iii)all Documents;

(iv)all General Intangibles (including all Payment Intangibles (as defined in the Code), trademarks, patents, copyrights, other intellectual property and licenses thereof, payment intangibles and Software);

(v)all Goods (including Inventory, Equipment and Fixtures);

(vi)all Instruments;

(vii)all Investment Property;

(viii)all Deposit Accounts (as defined in the Code) of such Grantor, including all blocked accounts and all other bank accounts and all deposits therein;

(ix)all money, cash or Cash Equivalents of such Grantor;

(x)all Supporting Obligations (as defined in the Code) and Letter-of-Credit Rights (as defined in the Code) of such Grantor;

(xi)all Intercompany Notes; and

(xii)to the extent not otherwise included, all Proceeds (as defined in the Code), tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and income, benefits, rents and profits of, each of the foregoing and, to the extent related to any of the foregoing, all books, correspondence, credit files, records, invoices, and other papers (including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Grantor or any computer bureau or service company from time to time acting for such Grantor).

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Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to any lease, license, contract, property rights or agreement to which any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (a) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (b) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that any provision resulting in such a breach, termination or default would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); and none of the property described in the first portion of this sentence shall constitute “Collateral” for any purpose of this Agreement; provided, however, that to the extent such security interest shall not so attach, the applicable Grantor shall, in any event, be subject to the provisions of Section 5(a)(i) below; provided further, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability, breach termination or default shall be remedied and, to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (a) or (b) of the first portion of this sentence.

(b)In addition, to secure the prompt and complete payment, performance and observance of the Obligations, all renewals, extensions, restructurings and refinancings thereof and all obligations, liabilities and indebtedness of Grantors arising under this Agreement, and in order to induce Agent and Lenders as aforesaid, each Grantor hereby grants to Agent, for itself and the benefit of Lenders, a right of setoff against the property of such Grantor held by Agent or any Lender, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to Agent or any Lender, for any purpose, including safekeeping, collection or pledge, for the account of such Grantor, or as to which such Grantor may have any right or power.

(c)Notwithstanding the foregoing, the Collateral covered by this Agreement shall not include any equity interests in Borrower or any other Grantor, such equity interests being subject to the Pledge Agreement.

3.AGENT’S AND LENDERS’ RIGHTS:  LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS

(a)It is expressly agreed by each Grantor that, anything herein or in any other Loan Document to the contrary notwithstanding, each Grantor shall remain liable under each of its respective Contractual Obligations, including all Licenses, to observe and perform all the conditions and obligations to be observed and performed by it thereunder; provided, however, that such liability of any Grantor shall terminate with respect to any Contractual Obligation upon the foreclosure thereof by Agent.  Neither Agent nor any Lender shall have any obligation or liability under any Contractual Obligation by reason of or arising out of this Agreement or any other Loan Document or the granting herein of a Lien thereon or the receipt by Agent or any Lender of any payment relating to any Contractual Obligation pursuant hereto.  Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of any Grantor under or pursuant to any Contractual Obligation, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Contractual Obligation, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any

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amounts which may have been assigned to it or to which it may be entitled at any time or times.

(b)Agent may at any time after an Event of Default has occurred and is continuing (or if any rights of set-off (other than set-offs against an Account arising under the Contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to any Grantor, notify each Grantor’s Account Debtors and all other Persons obligated on any of the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders.  At any time following the occurrence and during the continuance of an Event of Default, upon the request of Agent, each Grantor shall so notify its Account Debtors and other Persons obligated on the Collateral.  Once any such notice has been given to any Account Debtor or other Person obligated on the Collateral, none of the Grantors shall give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consent.

(c)Agent may at any time, upon prior notice to the relevant Grantor, in Agent’s own name, in the name of a nominee of Agent or in the name of any Grantor communicate (by mail, telephone, facsimile or otherwise) with Account Debtors, parties to Contractual Obligations and obligors in respect of Instruments to verify with such Persons, to Agent’s satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper and/or payment intangibles.  If an Event of Default shall have occurred and be continuing, each Grantor, at its own expense, shall cause the independent certified public accountants then engaged by such Grantor to prepare and deliver to Agent and each Lender at any time and from time to time promptly upon Agent’s request the following reports with respect to such Grantor:  (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts as Agent may request.  Each Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

4.REPRESENTATIONS AND WARRANTIES

Each Grantor, jointly and severally, represents and warrants that:

(a)Each Grantor has rights in and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder free and clear of any and all Liens other than Permitted Encumbrances.

(b)No effective security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral (other than in respect of Prior Lender Obligations or in respect of the Senior Notes) is on file or of record in any public office, except such as may have been filed (i) by any Grantor in favor of Agent pursuant to this Agreement or the other Loan Documents and (ii) in connection with any other Permitted Encumbrances.

(c)This Agreement is effective to create a valid and continuing Lien on and, upon the filing of the appropriate financing statements in the filing offices listed on Schedule I hereto or the entering into of three-party control agreements, as applicable, a perfected Lien in favor of Agent, for itself and the benefit of Lenders, on the Collateral with respect to

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which a Lien may be perfected by filing pursuant to the Code or by obtaining control through a control agreement.  With respect to such Collateral, such Lien is (after giving effect to the Intercreditor Agreement) prior to all other Liens, except Permitted Encumbrances that would be prior to Liens in favor of Agent for the benefit of Agent and Lenders as a matter of law, and is enforceable as such as against any and all creditors of and purchasers from any Grantor (other than purchasers and lessees of Inventory in the ordinary course of business and non-exclusive licensees of General Intangibles in the ordinary course of business).

(d)Schedule II hereto lists all Instruments (other than checks), Documents and Letter of Credit Rights (including any Intercompany Notes) of each Grantor.  All actions by each Grantor necessary or desirable to protect and perfect the Lien of Agent on each item set forth on Schedule II (including the delivery of all originals thereof to Agent as required by Section 5(a)(ii) hereof) have been duly taken.  The Lien of Agent, for the benefit of Agent and Lenders, on the Collateral listed on Schedule II hereto is prior to all other Liens, except Permitted Encumbrances that would be prior to the Liens in favor of Agent as a matter of law, and is enforceable as such against any and all creditors of and purchasers from each Grantor.

(e)Each Grantor’s name as it appears in official filings in the state of its incorporation or other organization, all prior names of each Grantor used during the past five years, as they appeared from time to time in official filings in the state of its incorporation or other organization, the type of entity of each Grantor (including corporation, partnership, limited partnership or limited liability company), organizational identification number issued by each Grantor’s state of incorporation or organization or a statement that no such number has been issued, each Grantor’s state of organization or incorporation, the mailing address of each Grantor as of the date hereof, the location of each Grantor’s chief executive office, principal place of business, other offices, all warehouses and premises where Collateral is stored or located, and the locations of each Grantor’s books and records concerning the Collateral are set forth on Schedule IIIA, Schedule IIIB, Schedule IIIC, Schedule IIID, Schedule IIIE, Schedule IIIF and Schedule IIIG,respectively, hereto.  Each Grantor is a registered organization and has only one state of incorporation or organization.

(f)With respect to the Accounts, except as specifically disclosed in writing to Agent, (i) they represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of each Grantor’s business and are not evidenced by (A) a judgment, (B) Instrument or (C) Chattel Paper (unless, in the case of (B) of this clause (i), such item is listed on Schedule II and delivered to Agent pursuant to Section 5(a)(ii) hereof); (ii) except as to which there would not be a Material Adverse Effect, there are no set-offs, claims or disputes existing or asserted with respect thereto and none of the Grantors has made any agreement with any of its Account Debtors for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any of its Account Debtors from liability therefor, or any deduction therefrom except a discount or allowance allowed by any Grantor in the ordinary course of its business for prompt payment and disclosed to Agent; (iii) to each Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder to the extent that there would be a Material Adverse Effect as shown on such Grantor’s books and records and any invoices, statements or other collateral report delivered to Agent and Lenders with respect thereto; (iv) none of the Grantors has

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received any notice of proceedings or actions which are threatened or pending against any of its Account Debtors which might result in any adverse change in such Account Debtor’s financial condition and which would have a Material Adverse Effect on any of the Grantors; (v) none of the Grantors has knowledge that any of its Account Debtors is unable generally to pay its debts as they become due; and (vi) to each Grantor’s knowledge, they constitute the legally valid and binding obligation of the applicable Account Debtors.  Further, with respect to the Accounts (x) the amounts shown on all invoices, statements or other collateral reports which may be delivered to Agent with respect thereto are actually owing to such Grantor as indicated thereon and are not in any way contingent, except for such contingencies as may exist under trade custom and practice; (y) no payments have been or shall be made thereon except payments immediately delivered to the applicable blocked accounts or Agent as required pursuant to the terms of Annex C to the Credit Agreement; and (z) to each Grantor’s knowledge, all of its Account Debtors have the capacity to contract.

(g)With respect to any Inventory, (i) such Inventory (other than Inventory leased or rented to a third party) is located at one of the applicable Grantor’s locations set forth on Schedule IIIA, Schedule IIIB, Schedule IIIC, Schedule IIID, Schedule IIIE, Schedule IIIF or Schedule IIIG, hereto, as applicable, (ii) no Inventory (other than Inventory leased or rented to a third party) is now, or shall at any time or times hereafter be stored at any other location without prior notice to Agent, and the applicable Grantor will concurrently therewith obtain, to the extent required by the Credit Agreement, bailee, landlord and mortgagee agreements, (iii) each Grantor has good and merchantable title to its Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to Agent, for the benefit of Agent and Lenders, and except for Permitted Encumbrances, (iv) except as specifically disclosed to Agent, such Inventory is of good and merchantable quality, free from any defects, ordinary wear and tear excepted, (v) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties that would require any consent of any third party upon sale or other disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, and (vi) the completion of manufacture, sale or other disposition of such Inventory by Agent following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which any Grantor is a party or to which such property is subject.

(h)Schedule IVA sets forth under the name of each Grantor a complete and correct list of all issued Patents, registered Trademarks and registered Copyrights, and pending applications for the foregoing, owned by such Grantor on the date hereof; and all registrations listed in Schedule IVA are valid and in full force and effect.  None of the Grantors has any interest in, or title to, any Patent, Trademark or Copyright except as set forth in Schedule IVA hereto.  This Agreement is effective to create a valid and continuing Lien on and, upon filing of appropriate financing statements in the filing offices listed on Schedule I hereto and of the Copyright Security Agreements with the United States Copyright Office and filing of the Patent Security Agreements and the Trademark Security Agreements with the United States Patent and Trademark Office, perfected Liens in favor of Agent on each Grantor’ s Patents, Trademarks and Copyrights and such perfected Liens are enforceable as such as against any and all creditors of and purchasers from any Grantor.  Upon filing of the Copyright Security Agreements with the United States Copyright Office and filing of the Patent Security Agreements and the Trademark Security Agreements with the United States Patent and Trademark Office and

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the filing of appropriate financing statements listed on Schedule I hereto, all action necessary or desirable to protect and perfect Agent’s Lien on each Grantor’s Patents, Trademarks or Copyrights shall have been duly taken.

(i)Schedule IVB sets forth a complete and correct list of all material licenses granting Grantors the right to use Intellectual Property in effect on the date hereof (other than license agreements for “off the shelf” software).

5.COVENANTS

Without limiting any Grantor’s covenants and agreements contained in the Credit Agreement and other Loan Documents, each Grantor covenants and agrees with Agent, for the benefit of Agent and Lenders, that from and after the date of this Agreement and until the Termination Date:

(a)Further Assurances; Pledge of Instruments; Chattel Paper.

(i)At any time and from time to time, upon the written request of Agent and at the sole expense of such Grantor, such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Agent may deem desirable to obtain the full benefits of this Agreement and of the rights and powers herein granted, including (A) using commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any material Contractual Obligation, including any License, held by such Grantor and to enforce the security interests granted hereunder; and (B) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder or under any other Loan Document as to those jurisdictions that are not Uniform Commercial Code jurisdictions.

(ii)Unless Agent shall otherwise consent in writing (which consent may be revoked), such Grantor shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities representing Collateral and Instruments (other than checks but including Intercompany Notes) (in each case, (a) only if such item of Collateral shall have a value greater than $200,000 and (b) accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Credit Party receives the same; provided, that, regardless of the value of any such individual item of Collateral, no greater than $500,000 in the aggregate of all such items of Collateral may be withheld from delivery at any one time.

(iii)Such Grantor shall, in accordance with the terms of the Credit Agreement, obtain waivers or subordinations of Liens from landlords, bailees and mortgagees, and such Grantor shall in all instances obtain signed acknowledgements of Agent’s Liens from bailees having possession of such Grantor’s Goods that they hold for the benefit of Agent.

(iv)To the extent required by Agent, such Grantor shall obtain authenticated control letters in form and substance satisfactory to Agent from each issuer of uncertificated securities constituting Collateral, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor.  Agent shall not terminate such Grantor’s access to any

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such financial assets or commodities except during the continuation of an Event of Default.

(v)If such Grantor is or becomes the beneficiary of a letter of credit with a face value in excess of $250,000, such Grantor shall promptly, and in any event within five (5) Business Days after becoming a beneficiary, notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Agent’s account identified in Section 1.4 of the Credit Agreement, all in form and substance reasonably satisfactory to Agent.  The requirement of this Section 5(a)(v) shall not apply to any letters of credit that are supporting obligations for other Collateral.

(vi)Such Grantor shall use commercially reasonable efforts to grant Agent control of all electronic Chattel Paper in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act.

(vii)Such Grantor hereby irrevocably authorizes Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets or personal property of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates.  Such Grantor agrees to furnish any such information to Agent promptly upon request.  Such Grantor also hereby ratifies its authorization for Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

(viii)Such Grantor shall promptly, and in any event within five (5) Business Days after the same is acquired by it, notify Agent of any Commercial Tort Claim (as defined in the Code) acquired by it in excess of $250,000 and unless otherwise consented by Agent (which consent may be revoked), such Grantor shall enter into a supplement to this Agreement, granting to Agent a Lien in such commercial tort claim.

(b)Maintenance of Records.  Such Grantor shall keep and maintain, at its own cost and expense, satisfactory and customary records of the Collateral, including a record of any and all payments received and any and all credits granted with respect to the Collateral and all other dealings with the Collateral.  Such Grantor shall mark its books and records pertaining to the Collateral to evidence this Agreement and the Liens granted hereby.  If any Grantor retains possession of any Instruments (including Intercompany Notes) with

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Agent’s consent, such Instruments (other than checks, but including Intercompany Notes) shall be marked with the following legend:  “This writing and the obligations evidenced or secured hereby are subject to the security interest of General Electric Capital Corporation, as Agent, for the benefit of Agent and certain Lenders.”

(c)Covenants Regarding Patent, Trademark and Copyright Collateral.

(i)Such Grantor shall notify Agent immediately if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright (now or hereafter existing) is reasonably likely to become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same.

(ii)In no event shall such Grantor, either directly or through any agent, employee, licensee or designee, file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving Agent prior written notice thereof, and, upon request of Agent, such Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby.

(iii)Such Grantor shall take all commercially reasonable actions necessary or requested by Agent to maintain and pursue (and not abandon) each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings, unless such Grantor shall determine that such Patent, Trademark or Copyright is not material to the conduct of its business.

(iv)In the event that any of the Patent, Trademark or Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, each Grantor shall comply with Section 5(a)(ix) of this Agreement.  Such Grantor shall, unless it shall reasonably determine that such infringement, misappropriation or dilution of Patent, Trademark or Copyright Collateral is in no way material to the conduct of its business or operations, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall reasonably deem appropriate under the circumstances to protect such Patent, Trademark or Copyright Collateral.

(d)Indemnification.  In any suit, proceeding or action brought by Agent or any Lender relating to any Collateral for any sum owing with respect thereto or to enforce any rights or claims with respect thereto, such Grantor will save, indemnify and keep Agent and Lenders harmless from and against all expense (including reasonable attorneys’ fees and expenses), loss or damage suffered by reason of any defense, set-off, counterclaim,

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recoupment or reduction of liability whatsoever of its Account Debtors or other Person obligated on the Collateral, arising out of a breach by such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from such Grantor, except in the case of Agent or any Lender, to the extent such expense, loss, or damage is attributable solely to the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction. All such obligations of each Grantor shall be and remain enforceable against and only against such Grantor and shall not be enforceable against Agent or any Lender.

(e)Compliance with Terms of Accounts, etc.  In all material respects, such Grantor will perform and comply with all obligations in respect of the Collateral and all other agreements to which it is a party or by which it is bound relating to the Collateral.

(f)Limitation on Liens on Collateral.  Such Grantor will not create, permit or suffer to exist, and will defend the Collateral against, and take such other action as is necessary to remove, any Lien on any of the Collateral except Permitted Encumbrances, and will defend the right, title and interest of Agent and Lenders in and to any of such Grantor’s rights under the Collateral against the claims and demands of all Persons whomsoever, except claims pursuant to the Permitted Encumbrances.

(g)Limitations on Disposition.  Such Grantor will not sell, license, lease, transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so except as permitted by Section 3.7 of the Credit Agreement.

(h)Further Identification of Collateral.  Such Grantor will, if so requested by Agent (but in no event more than once per Fiscal Year), furnish to Agent statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Agent may reasonably request, all in such detail as Agent may reasonably specify.  Grantor shall promptly notify Agent in writing upon acquiring any interest hereafter in property that is of a type where a security interest or Lien must be or may be registered, recorded or filed under, or notice thereof given under, any federal statute or regulation and that is not already covered by this Agreement.

(i)Notices.  Such Grantor will advise Agent promptly, in reasonable detail (i) of any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral, and (ii) of the occurrence of any other event which could reasonably be expected to have a Material Adverse Effect on the aggregate value of the Collateral or on the Liens created hereunder or under any other Loan Document.

(j)Good Standing Certificates.  Not less frequently than once during each calendar year, such Grantor shall, unless Agent shall otherwise consent (which consent may be revoked), provide to Agent a certificate of good standing from its state of incorporation or organization.

(k)Organizational/Collateral Location Changes; No Reincorporation.  Such Grantor will give Agent prior written notice of any change required to be made to Schedule IIIA, Schedule IIIB, Schedule IIIC, Schedule IIID, Schedule IIIE, Schedule IIIF or Schedule IIIG.  Without limiting the prohibitions on mergers involving any Grantor as contained in the Credit Agreement, none of the Grantors shall reincorporate or reorganize itself under

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the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof without 30 days prior written notice to Agent.

(l)Terminations; Amendments Not Authorized.  Such Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the Code.

(m)Authorized Terminations.  Agent will promptly deliver to such Grantor for filing or authorize such Grantor to prepare and file termination statements and releases in accordance with Section 9.20 of the Credit Agreement.

6.BANK ACCOUNTS; COLLECTION OF ACCOUNTS AND PAYMENTS

Within the time periods specified in the Credit Agreement, each Grantor shall, in accordance with Section 2.10 of the Credit Agreement, enter into a blocked account, lockbox or similar agreement with each bank or financial institution holding a Deposit Account (other than a payroll account which is a zero balance account) for such Grantor.  No Grantor shall establish any Deposit Account (other than a payroll account which is a zero balance account) with any bank or financial institution unless prior thereto Agent and such Grantor shall have entered into a blocked account agreement or, if applicable, lockbox or similar agreement, satisfactory to Agent with such bank or financial institution.

Subject to the foregoing, each Grantor hereby agrees that all payments received by Agent or any Lender whether by cash, check, wire transfer or any other instrument, made to such Deposit Accounts or otherwise received by Agent or any Lender and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Lenders.  Each Grantor, and any of its Affiliates, employees, agents and other Persons acting for or in concert with such Grantor shall, acting as trustee for Agent and Lenders, receive, as the sole and exclusive property of Lenders, any moneys, checks, notes, drafts or other payments relating to and/or constituting proceeds of Accounts or other Collateral which come into the possession or under the control of such Grantor or any Affiliates, employees, agent, or other Persons acting for or in concert with such Grantor, and immediately upon receipt thereof, such Grantor or such Persons shall deposit the same or cause the same to be deposited in kind, in a Deposit Account or other account subject to a blocked account, lockbox or similar agreement satisfactory to Agent.

Each Grantor shall close each of its Deposit Accounts (and promptly establish replacement deposit accounts with a financial institution which has executed, or is willing to execute, a Bank Agency and Control Agreement) maintained with any financial institution which is the subject of a notice from Agent that the creditworthiness of such financial institution or any of its affiliates is no longer acceptable to Agent, or that the operating performance, funds transfer or availability procedures or performance with respect to any blocked account, lockbox or similar agreement of such financial institution is no longer acceptable in Agent’s reasonable judgment.

7.AGENT’S APPOINTMENT AS ATTORNEY-IN-FACT

On the Closing Date each Grantor shall execute and deliver to Agent a power of attorney (the “Power of Attorney”) substantially in the form attached hereto as Exhibit A.  The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Termination Date.  The powers conferred on Agent, for the benefit of

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Agent and Lenders, under the Power of Attorney are solely to protect Agent’s interests (for the benefit of Agent and Lenders) in the Collateral and shall not impose any duty upon Agent or any Lender to exercise any such powers.  Agent agrees that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing, and (b) Agent shall account for any moneys received by Agent in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney provided that none of Agent nor any Lender shall have any duty as to any Collateral, and Agent and Lenders shall be accountable only for amounts they actually receive as a result of the exercise of such powers.  NONE OF AGENT, LENDERS OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

8.REMEDIES:  RIGHTS UPON DEFAULT

(a)In addition to all other rights and remedies granted to it under this Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the Code.  Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith (personally or through its agents) enter upon the premises where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice and opportunity for a hearing on Agent’s claim or action and may take possession of, collect, receive, assemble, process, appropriate, remove and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk.  Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases.  Such sales may be adjourned and continued from time to time with or without notice.  Agent shall have the right to conduct such sales on each Grantor’s premises or elsewhere and shall have the right to use each Grantor’s premises without charge for such time or times as Agent deems necessary or advisable.

If any Event of Default shall have occurred and be continuing, each Grantor further agrees, at Agent’s request, to assemble the Collateral and make it available to Agent at a place or places designated by Agent which are reasonably convenient to Agent and such Grantor, whether at such Grantor’s premises or elsewhere.  Without limiting the

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foregoing, Agent shall also have the right to require that each Grantor store and keep any Collateral pending further action by Agent, and while Collateral is so stored or kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain Collateral in good condition.  Until Agent is able to effect a sale, lease, license or other disposition of Collateral, Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent.  Agent shall not have any obligation to any Grantor to maintain or preserve the rights of any Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent.  Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent’s remedies (for the benefit of Agent and Lenders), with respect to such appointment without prior notice or hearing as to such appointment.  Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the Obligations as provided in the Credit Agreement, and only after so paying over such net proceeds, and after the payment by Agent of any other amount required by any provision of law, need Agent account for the surplus, if any, to any Grantor.  To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Agent or any Lender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction.  Each Grantor agrees that ten (10) days prior notice by Agent of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters.  Notwithstanding any such notice of sale, Agent shall not be obligated to make any sale of Collateral.  In connection with any sale, lease, license or other disposition of Collateral, Agent may disclaim any warranties that might arise in connection therewith and Agent shall have no obligation to provide any warranties at such time.  Each Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any attorneys’ fees or other expenses incurred by Agent or any Lender to collect such deficiency.

(b)Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Agreement or any Collateral.

(c)To the extent that applicable law imposes duties on Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Agent (i) to fail to incur expenses reasonably deemed significant by Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (ii) if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a

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specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of Collateral or to provide to Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any of the Collateral.  Each Grantor acknowledges that the purpose of this Section 8(c) is to provide non-exhaustive indications of what actions or omissions by Agent would be commercially reasonable in Agent’s exercise of remedies against the Collateral and that other actions or omissions by Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 8(c).  Without limitation upon the foregoing, nothing contained in this Section 8(c) shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section 8(c).

(d)Neither Agent nor any Lender shall be required to make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof.  Neither Agent nor any Lender shall be required to marshal the Collateral or any guarantee of the Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its and their rights hereunder or under any other Loan Document shall be cumulative.  To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against Agent or any Lender, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Agreement, or otherwise.

9.GRANT OF LICENSE TO USE INTELLECTUAL PROPERTY COLLATERAL

For the purpose of enabling Agent to exercise rights and remedies under Section 8 hereof (including, without limiting the terms of Section 8 hereof, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of Collateral) at such time as Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to Agent, for the benefit of Agent and Lenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and an irrevocable license (exercisable without payment of rent or other compensation to such Grantor) to use and occupy all real estate owned or leased by such Grantor; provided, however, that if and to the extent that the grant of license to Agent would result in a violation of any agreements relating to the Intellectual Property or the real estate or cause any such agreement to be void or voidable, the

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license granted hereunder shall be deemed limited to only such license or rights as Grantors may be authorized to give without consent under such agreements without breaching or voiding such agreements.

10.LIMITATION ON AGENT’S AND LENDERS’ DUTY IN RESPECT OF COLLATERAL

Agent and each Lender shall use reasonable care with respect to the Collateral in its possession or under its control.  Neither Agent nor any Lender shall have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of Agent or such Lender, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.  Agent shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other agent or bailee selected by Agent in good faith.

11.REINSTATEMENT

This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made.  In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

12.SURETYSHIP WAIVERS BY GRANTOR; OBLIGATIONS ABSOLUTE

(a)Except as expressly provided herein, each Grantor waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description thereof, all in such manner and at such time or times as Agent may deem advisable.  Agent shall have no duty as to the collection or protection of the Collateral or any income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation of any rights pertaining thereto beyond the safe custody thereof.

(b)All rights of Agent hereunder, the security interests and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document, or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from or any acceptance of partial payment thereon and or settlement, compromise or adjustment of any Obligation or of any guarantee, securing or guaranteeing all or any of the Obligations, or (d) any other circumstance that might

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otherwise constitute a defense available to, or a discharge of, such Grantor in respect of the Obligations or this Agreement.

13.EXPENSES AND ATTORNEY’S FEES

Without limiting any Grantor’s obligations under the Credit Agreement or the other Loan Documents, Grantors agree, jointly and severally, to promptly pay all fees, costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with (a) protecting, storing, warehousing, appraising, insuring, handling, maintaining and shipping the Collateral, (b) creating, perfecting, maintaining and enforcing Agent’s Liens and (c) collecting, enforcing, retaking, holding, preparing for disposition, processing and disposing of Collateral.

14.NOTICES

Any notice or other communication required shall be in writing addressed to the respective party as set forth below and may be personally served, telecopied, sent by overnight courier service or U.S. mail and shall be deemed to have been given:  (a) if delivered in person, when delivered; (b) if delivered by fax, on the date of transmission if transmitted on a Business Day before 4:00 p.m. New York Time;(c) if delivered by overnight courier, one (1) Business Day after delivery to the courier properly addressed; or (d) if delivered by U.S. mail, four (4) Business Days after deposit with postage prepaid and properly addressed.

Notices shall be addressed as follows:

If to any Grantor:	c/o Dayton Superior Corporation
	777 Washington Village Drive, Suite 130
	Dayton, Ohio 45459
	Attn:  Edward Puisis
	Fax No.:  (937) 428-9115
With a copy to:	LATHAM & WATKINS
	885 Third Avenue, Suite 1000
	New York, New York  10022
	Attn:  Kirk Davenport, Esq.
	Fax:  (212)751-4864
If to Agent or GE Capital:	GENERAL ELECTRIC CAPITAL CORPORATION
	335 Madison Avenue
	12th Floor
	New York, New York  10017
	Attn:  Dayton Superior Account Officer
	Fax:  (212) 983-8767
With a copy to:	GENERAL ELECTRIC CAPITAL CORPORATION
	335 Madison Avenue
	11th Floor
	New York, New York  10017
	Attn:  Corporate Counsel
	Corporate Financial Services – Global Sponsor Finance
	Fax:  (212) 983-8767

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And:	GENERAL ELECTRIC CAPITAL CORPORATION
	201 High Ridge Road
	Stamford, Connecticut 06927-5100
	Attn:  Corporate Counsel
	Corporate Financial Services – Global Sponsor Finance
	Fax:  (203) 316-7899

15.SEVERABILITY

The invalidity, illegality, or unenforceability in any jurisdiction of any provision under the Loan Documents shall not affect or impair the remaining provisions in the Loan Documents.

16.NO WAIVER; CUMULATIVE REMEDIES

Neither Agent nor any Lender shall by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies hereunder, and no waiver shall be valid unless in writing, signed by Agent and then only to the extent therein set forth.  A waiver by Agent of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which Agent would otherwise have had on any future occasion.  No failure to exercise nor any delay in exercising on the part of Agent or any Lender, any right, power or privilege hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or future exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies hereunder provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law.  None of the terms or provisions of this Agreement may be waived, altered, modified or amended except by an instrument in writing, duly executed by Agent and each Grantor.

17.LIMITATION BY LAW

All rights, remedies and powers provided in this Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Agreement invalid, unenforceable, in whole or in part, or not entitled to be recorded, registered or filed under the provisions of any applicable law.

18.TERMINATION OF THIS AGREEMENT

Subject to Section 11 hereof, this Agreement shall terminate upon the Termination Date. Following the termination of this agreement, Agent shall, upon reasonable request, and at the sole cost and expense of Grantors, execute such termination statements and other releases (in form and substance reasonably satisfactory to Agent) with respect to security granted hereunder, and Agent shall at such time transfer any Instrument or Chattel Paper or other item of Collateral delivered to the Agent hereunder to the Grantors, without recourse and without representation of warranty.

19.SUCCESSORS AND ASSIGNS

This Agreement and all obligations of each Grantor hereunder shall be binding upon the successors and permitted assigns of such Grantor (including any debtor-in-possession on behalf of such Grantor) and shall, together with the rights and remedies of Agent, for the benefit of Agent and Lenders, hereunder, inure to the benefit of Agent and Lenders, all future holders of any

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instrument evidencing any of the Obligations and their respective successors and permitted assigns except that Grantors may not assign any of their rights or obligations hereunder without the written consent of all Lenders which assignment without such consent shall be void.  No sales of participations, other sales, assignments, transfers or other dispositions of any agreement governing or instrument evidencing the Obligations or any portion thereof or interest therein shall in any manner impair the Lien granted to Agent, for the benefit of Agent and Lenders, hereunder.

20.COUNTERPARTS

This Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one in the same instrument.  This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto.

21.GOVERNING LAW

(a)THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES WHICH SHALL BE DEEMED NOT TO INCLUDE SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b)EACH GRANTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK COUNTY, STATE OF NEW YORK AND IRREVOCABLY AGREES THAT, SUBJECT TO AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS.  EACH GRANTOR EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS.  EACH GRANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESSMAY BE MADE UPON SUCH GRANTOR BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH GRANTOR, AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICESO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.  IN ANY LITIGATION, TRIAL, ARBITRATION OR OTHER DISPUTE RESOLUTION PROCEEDING RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, ALL THEN CURRENT DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF GRANTORS, CREDIT PARTIES OR ANY OF THEIR RESPECTIVE SUBSIDIARIES SHALL BE DEEMED TO BE EMPLOYEES OR MANAGING AGENTS OF GRANTORS OR SUCH CREDIT PARTIES FOR PURPOSES OF ALL APPLICABLE LAW OR COURT RULES REGARDING THE PRODUCTION OF WITNESSES BY NOTICE FOR TESTIMONY (WHETHER IN A DEPOSITION, AT TRIAL OR OTHERWISE).  GRANTORS AND CREDIT PARTIES AGREE THAT AGENT’S OR ANY LENDER’S COUNSEL IN ANY SUCH DISPUTE RESOLUTION PROCEEDING MAY EXAMINE ANY OF THESE INDIVIDUALS AS IF UNDER CROSS-EXAMINATION AND THAT ANY DISCOVERY DEPOSITION OF ANY OF THEM MAY BE USED IN THAT PROCEEDING AS IF IT WERE AN

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EVIDENCE DEPOSITION.  GRANTORS AND CREDIT PARTIES IN ANY EVENT WILL USE ALL COMMERCIALLY REASONABLE EFFORTS TO PRODUCE IN ANY SUCH DISPUTE RESOLUTION PROCEEDING, AT THE TIME AND IN THE MANNER REQUESTED BY AGENT OR ANY LENDER, ALL PERSONS, DOCUMENTS (WHETHER IN TANGIBLE, ELECTRONIC OR OTHER FORM) OR OTHER THINGS UNDER THEIR CONTROL AND RELATING TO THE DISPUTE.

22.WAIVER OF JURY TRIAL

EACH GRANTOR HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SECURITY AGREEMENT AND THE OTHER LOAN DOCUMENTS.  EACH GRANTOR ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, AND THAT AGENT HAS RELIED ON THE WAIVER IN ENTERING INTO THIS SECURITY AGREEMENT AND THE OTHER LOAN DOCUMENTS AND WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.  EACH GRANTOR WARRANTS AND REPRESENTS THAT SUCH GRANTOR HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT SUCH GRANTOR KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

23.HEADINGS

Section and subsection headings are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purposes or be given substantive effect.

24.NO STRICT CONSTRUCTION

The parties hereto have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

25.ADVICE OF COUNSEL

Each of the parties represents to each other party hereto that it has discussed this Agreement and, specifically, the provisions of Section 21 and Section 22, with its counsel.

26.BENEFIT OF LENDERS

All Liens granted or contemplated hereby shall be for the benefit of Agent and Lenders, and all proceeds or payments realized from Collateral in accordance herewith shall be applied to the Obligations in accordance with the terms of the Credit Agreement.

27.INTERCREDITOR AGREEMENT

The security interest of Agent in favor of Lenders granted hereunder and the rights of such parties in respect thereof shall be subject to and entitled to the benefits of the terms of the Intercreditor Agreement.

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[SIGNATURE PAGE FOLLOWS]

20

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

DAYTON SUPERIOR CORPORATION,
as a Grantor
By:	/s/ Edward J. Puisis
Name: Edward J. Puisis
Title: Vice President and Chief Financial Officer
AZTEC CONCRETE ACCESSORIES, INC.,
as a Grantor
By:	/s/ Edward J. Puisis
Name: Edward J. Puisis
Title: Vice President and Chief Financial Officer
DAYTON SUPERIOR SPECIALTY CHEMICAL CORP.,
as a Grantor
By:	/s/ Edward J. Puisis
Name: Edward J. Puisis
Title: Vice President and Chief Financial Officer
DUR-O-WAL, INC.,
as a Grantor
By:	/s/ Edward J. Puisis
Name: Edward J. Puisis
Title: Vice President and Chief Financial Officer
SOUTHERN CONSTRUCTION PRODUCTS, INC.,
as a Grantor
By:	/s/ Edward J. Puisis
Name: Edward J. Puisis
Title: Vice President and Chief Financial Officer

SIGNATURE PAGE TO DAYTON SECURITY AGREEMENT

SYMONS CORPORATION,
as a Grantor
By:	/s/ Edward J. Puisis
Name: Edward J. Puisis
Title: Vice President and Chief Financial Officer
TREVECCA HOLDINGS, INC.,
as a Grantor
By:	/s/ Edward J. Puisis
Name: Edward J. Puisis
Title: Vice President and Chief Financial Officer
GENERAL ELECTRIC CAPITAL CORPORATION, as Agent
By:	/s/ Marc C. Robinson
Name:  Marc C. Robinson
Title: Duly Authorized Signatory

SIGNATURE PAGE TO DAYTON SECURITY AGREEMENT

EXHIBIT A

POWER OF ATTORNEY

This Power of Attorney is executed and delivered by each of DAYTON SUPERIOR CORPORATION, AZTEC CONCRETE ACCESSORIES, INC., DAYTON SUPERIOR SPECIALTY CHEMICAL CORP., DUR-O-WAL, INC., SOUTHERN CONSTRUCTION PRODUCTS, INC., SYMONS CORPORATION and TREVECCA HOLDINGS, INC. (referred to herein individually as “Grantor” and collectively as “Grantors”) to General Electric Capital Corporation, a Delaware corporation (hereinafter referred to as “Attorney”), as Agent for the benefit of Agent and Lenders, under a Credit Agreement and a Security Agreement, both dated as of January 30, 2004, and other related documents (the “Loan Documents”).  No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from any Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and each Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity which acts in reliance upon or acknowledges the authority granted under this Power of Attorney.  The power of attorney granted hereby is coupled with an interest, and may not be revoked or canceled by any Grantor without Attorney’s written consent.

Each Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as such Grantor’s true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documents upon the occurrence and during the continuance of an Event of Default as defined and described in the Loan Documents.  Without limiting the generality of the foregoing, each Grantor hereby grants to Attorney the power and right, on behalf of such Grantor, without notice to or assent by any Grantor, and at any time, to do the following upon the occurrence and during the continuance of an Event of Default:  (a) change the mailing address of such Grantor, open a post office box on behalf of such Grantor, open mail for such Grantor, and ask, demand, collect, give acquittances and receipts for, take possession of, endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices in connection with any property of such Grantor; (b) effect any repairs to any asset of such Grantor, or continue or obtain any insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions with respect to such policies; (c) pay or discharge any taxes, liens, security interests, or other encumbrances levied or placed on or threatened against such Grantor or its property; (d) defend any suit, action or proceeding brought against such Grantor if such Grantor does not defend such suit, action or proceeding or if Attorney believes that such Grantor is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (e) file or prosecute any claim, litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due to such Grantor whenever payable and to enforce any other right in respect of such Grantor’s property; (f) cause the certified public accountants then engaged by such Grantor to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, the following reports:  (1) a reconciliation of all accounts, (2) an aging of all accounts, (3) trial balances, (4) test verifications of such accounts as Attorney may request, and (5) the results of each physical verification of inventory; (g) communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts and other matters relating thereto; (h) to file such financing statements with respect to

A-1

the Security Agreement, with or without such Grantor’s signature, or to file a photocopy of the Security Agreement in substitution for a financing statement, as Agent may deem appropriate and to execute in such Grantor’s name such financing statements and amendments thereto and continuation statements which may require such Grantor’s signature; (i) execute, in connection with any sale provided for in any Loan Document, any endorsements, assignments or other instruments of conveyance or transfer with respect to any collateral subject to the Loan Documents and to otherwise direct such sale or resale; (j) exercise the rights of such Grantor with respect to the obligation of all account debtors to make payment or otherwise render performance to such Grantor; (k) exercise the rights of such Grantor to, and take any and all actions that Attorney deems appropriate to realize the benefit of, any intellectual property; and (l) assert any claims such Grantor may have, from time to time, against any other party to any contract to which such Grantor is a party and to otherwise exercise any right or remedy of such Grantor thereunder, all as though Attorney were the absolute owner of the property of such Grantor for all purposes, and to do, at Attorney’s option and such Grantor’s expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon such Grantor’s property or assets and Attorney’s Liens thereon, all as fully and effectively as such Grantor might do.  Each Grantor hereby ratifies, to the extent permitted by law, all that said Attorney shall lawfully do or cause to be done by virtue hereof.

A-2

IN WITNESS WHEREOF, this Power of Attorney is executed by each Grantor pursuant to the authority of its board of directors on this         day of [                              ], 2004.

DAYTON SUPERIOR CORPORATION
By:
	Name:
	Title:
AZTEC CONCRETE ACCESSORIES, INC.
By:
	Name:
	Title:
DAYTON SUPERIOR SPECIALTY CHEMICAL CORP.
By:
	Name:
	Title:
DUR-O-WAL, INC.
By:
	Name:
	Title:
SOUTHERN CONSTRUCTION PRODUCTS, INC.
By:
	Name:
	Title:
SYMONS CORPORATION
By:
	Name:
	Title:

TREVECCA HOLDINGS, INC.
By:
	Name:
	Title:

NOTARY PUBLIC CERTIFICATE

On this      day of                         , 2004,                                 who is personally known to me appeared before me in his/her capacity as the                              of Dayton Superior Corporation and executed on behalf of Dayton Superior Corporation the Power of Attorney in favor of General Electric Capital Corporation to which this Certificate is attached.

Notary Public

NOTARY PUBLIC CERTIFICATE

On this           day of                              , 2004,                                              who is personally known to me appeared before me in his/her capacity as the                          of Aztec Concrete Accessories, Inc. and executed on behalf of Aztec Concrete Accessories, Inc. the Power of Attorney in favor of General Electric Capital Corporation to which this Certificate is attached.

Notary Public

NOTARY PUBLIC CERTIFICATE

On this          day of                         , 2004,                                              who is personally known to me appeared before me in his/her capacity as the                          of Dayton Superior Specialty Chemical Corp. and executed on behalf of Dayton Superior Specialty Chemical Corp. the Power of Attorney in favor of General Electric Capital Corporation to which this Certificate is attached.

Notary Public

NOTARY PUBLIC CERTIFICATE

On this        day of                     , 2004,                                              who is personally known to me appeared before me in his/her capacity as the                          of Dur-O-Wal, Inc. and executed on behalf of Dur-O-Wal, Inc. the Power of Attorney in favor of General Electric Capital Corporation to which this Certificate is attached.

Notary Public

NOTARY PUBLIC CERTIFICATE

On this           day of                        , 2004,                                              who is personally known to me appeared before me in his/her capacity as the                          of Southern Construction Products, Inc. and executed on behalf of Southern Construction Products, Inc. the Power of Attorney in favor of General Electric Capital Corporation to which this Certificate is attached.

Notary Public

NOTARY PUBLIC CERTIFICATE

On this           day of                             , 2004,                                              who is personally known to me appeared before me in his/her capacity as the                          of Symons Corporation and executed on behalf of Symons Corporation the Power of Attorney in favor of General Electric Capital Corporation to which this Certificate is attached.

Notary Public

NOTARY PUBLIC CERTIFICATE

On this         day of                     , 2004,                                              who is personally known to me appeared before me in his/her capacity as the                          of Trevecca Holdings, Inc. and executed on behalf of Trevecca Holdings, Inc.  the Power of Attorney in favor of General Electric Capital Corporation to which this Certificate is attached.

Notary Public

EX-4.9

Exhibit 4.9

EXECUTION COPY

DAYTON SUPERIOR CORPORATION

TREVECCA HOLDINGS, INC.

(“PLEDGORS”)

AND

GENERAL ELECTRIC CAPITAL CORPORATION,
AS AGENT

PLEDGE AGREEMENT

CONTENTS

Clause
1.	Definitions
	1.1	Definition of Terms Used Herein Generally
	1.2	Definition of Certain Terms Used Herein
	1.3	Rules of Interpretation
2.	Pledge
	2.1	Grant of Security Interest
	2.2	Description of Pledged Collateral
	2.3	Delivery of Certificates, Instruments, Etc.
	2.4	Registration
	2.5	Authorization to File Financing Statements
3.	Representations and Warranties of Pledgor
	3.1	Pledgor’s Legal Status
	3.2	Pledgor’s Legal Name
	3.3	Pledgor’s Locations
	3.4	Authority; Binding Obligation; No Conflict
	3.5	Title to Collateral
	3.6	Pledged Collateral
	3.7	Percentage Ownership
	3.8	All of Pledgor’s Interests
	3.9	Due Authorization, Etc., of Stock; Not Margin Stock
	3.10	Required Consents
	3.11	Nature of Security Interest
	3.12	Partnership Interests
	3.13	Limited Liability Company Interests
4.	Covenants of Pledgor
	4.1	Pledgor’s Legal Status
	4.2	Pledgor’s Name
	4.3	Pledgor’s Organizational Number
	4.4	Locations
	4.5	Title to Collateral
	4.6	Taxes
	4.7	Further Assurances
5.	Voting Rights and Certain Payments Prior to Event of Default

i

	5.1	Voting Rights and Ordinary Payments Prior to an Event of Default
	5.2	Extraordinary Payments and Distributions
	5.3	Voting Rights and Ordinary Payments After an Event of Default
6.	All Payments in Trust
7.	Expenses
8.	Remedies
	8.1	Disposition Upon Default and Related Provisions
	8.2	Agent Appointed Attorney-in-Fact
	8.3	Agent’s Duties of Reasonable Care
	8.4	Indemnification
	8.5	Prior Recourse
	8.6	Agent May Perform
9.	Suretyship Waivers by Pledgor; Obligations Absolute
10.	Marshalling
11.	Proceeds of Dispositions
12.	Reinstatement
13.	Miscellaneous
	13.1	Notices
	13.2	GOVERNING LAW; CONSENT TO JURISDICTION
	13.3	WAIVER OF JURY TRIAL, ETC.
	13.4	Counterparts; Effectiveness
	13.5	Headings
	13.6	No Strict Construction
	13.7	Severability
	13.8	Survival of Agreement
	13.9	Binding Effect; Several Agreement
	13.10	No Waiver; Cumulative Remedies
	13.11	Limitation by Law
	13.12	Termination of this Agreement
	13.13	Intercreditor Agreement
	13.14	Advice of Counsel

ii

PLEDGE AGREEMENT

This PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of January 30, 2004, by and among DAYTON SUPERIOR CORPORATION, a Ohio corporation, and TREVECCA HOLDINGS, INC., a Delaware corporation (each referred to herein individually as a “Pledgor” and collectively as “Pledgors”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as Agent (in such capacity, “Agent”) for itself and for the Lenders from time to time party to the Credit Agreement defined below (“Lenders”).

WHEREAS:

A.Pledgors have entered into a Credit Agreement dated as of the date hereof (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) by and among Dayton Superior Corporation as Borrower, the other persons designated as “Credit Parties” on the signature pages thereof, the financial institutions party thereto from time to time as Lenders, and General Electric Capital Corporation as initial L/C Issuer, Lender and Agent, pursuant to which, among other things, Lenders have agreed to make a certain revolving credit facility available to Pledgor upon the terms and subject to the conditions specified in the Credit Agreement;

B.Borrower wishes to borrow certain Loans and cause certain Letters of Credit to be issued (as such terms are defined in the Credit Agreement);

C.each Pledgor (other than Borrower) is a subsidiary of Borrower, Pledgors engage in business transactions with one another, and each Pledgor will benefit from the Loans and other financial accommodations made under the Credit Agreement;

D.each Pledgor (other than Borrower) has entered into a Guaranty dated as of the date hereof (as amended, supplemented, restated or otherwise modified and in effect from time to time), in favor of Agent, pursuant to which, among other things, each Grantor has guaranteed all obligations of the other Credit Parties pursuant to the Credit Agreement; and

E.in order to secure all Secured Obligations (as defined below), each Pledgor has agreed to execute and deliver to Agent a pledge agreement in substantially the form hereof.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Definitions

1.1Definition of Terms Used Herein Generally

All terms used herein and defined in the NYUCC shall have the same definitions herein as specified therein; provided, however, that if a term is defined in Article 9 of the NYUCC differently than in another Article of the NYUCC, the term has the meaning specified in Article 9 of the NYUCC.

1.2Definition of Certain Terms Used Herein

As used herein, the following terms shall have the following meanings:

“Control Letter” shall have the meaning assigned to such term in Section 2.3(a)(iii).

“event” shall have the meaning assigned to such term in Section 8.3(a).

“Extraordinary Payments” shall have the meaning assigned to such term in Section 5.1(b).

“Indemnified Party” shall have the meaning assigned to such term in Section 8.4.

“Pledged Collateral” shall have the meaning assigned to such term in Section 2.1.

“Pledged Securities” shall have the meaning assigned to such term in Section 2.2(b).

“NYUCC” shall mean the Uniform Commercial Code as in effect in the State of New York from time to time.

“Second Lien” shall mean the Lien on the Pledged Collateral granted by Pledgor under the “Pledge Agreement” (as such term is defined in the Senior Notes Indenture).

“Secured Obligations” shall mean the Obligations and all liabilities, obligations, covenants, duties, and indebtedness owing by Pledgor to Agent under this Pledge Agreement.  The term includes, without limitation, interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding.

“Securities Act” shall have the meaning assigned to such term in Section 8.1(d).

“Security Interests” shall have the meaning assigned to such term in Section 7.

“UCC” shall mean the Uniform Commercial Code as in effect in any jurisdiction (except as otherwise contemplated in Section 3.3).  References to particular sections of Article 9 of the UCC shall be, unless otherwise indicated, references to Revised Article 9 of the UCC adopted and effective in certain jurisdictions on or after July 1, 2001.

1.3Rules of Interpretation

Unless otherwise defined herein, terms defined in the Credit Agreement and in Annex A thereto are used herein as therein defined, and the rules of interpretation specified in Annex A of the Credit Agreement shall be applicable to this Pledge Agreement.  References to “Sections,” “Exhibits” and “Schedules” shall be to Sections, Exhibits and Schedules, respectively, of this Pledge Agreement unless otherwise specifically provided.  Any of the terms defined in this Pledge Agreement may, unless the context otherwise requires, be used in the singular or the plural depending on the reference.  All references to statutes and related regulations shall include (unless otherwise specifically provided herein) any amendments of same and any successor statutes and regulations.

2.Pledge

2.1Grant of Security Interest

To secure the payment or performance, as the case may be, in full of the Secured Obligations, whether at stated maturity, by acceleration or otherwise, each Pledgor hereby pledges to Agent,

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and grants to Agent a first priority Security Interest in, all right, title and interest of such Pledgor in, to and under the collateral described in Section 2.2 (collectively, the “Pledged Collateral”).

2.2Description of Pledged Collateral

(a)The Pledged Collateral is described as follows and on any separate schedules at any time furnished by Pledgors to Agent (which schedules are hereby deemed part of this Pledge Agreement):

(i)all right, title and interest of Pledgors as holders (whether now or in the future) in (x) shares or other equity interests in any corporations, limited liability companies or limited partnerships organized under the laws of the United States (including, without limitation, those corporations and limited liability companies described on Schedule 1 hereto), or any warrants to purchase or depositary shares or other rights in respect of any such interests, and (y) all shares of stock, certificates, instruments or other documents evidencing or representing the same;

(ii)all right, title and interest of Pledgors as holders (whether now or in the future) in (x) shares or other equity interests in any entity directly owned by any Pledgor that is organized under the laws of a jurisdiction outside the United States and described on Schedule 1 hereto which represent (x) 65% of the Voting Stock of such entity and (y) 100% of the Non-Voting Stock of such entity, or any warrants to purchase or depositary shares or other rights in respect of any such interests, and (y) all shares of stock, certificates, instruments or other documents evidencing or representing the same;

(iii)all right, title and interest of each of the Pledgors in and to all present and future payments, proceeds, dividends, distributions, instruments, compensation, property, assets, interests and rights in connection with or related to the collateral listed in clauses (i) and (ii) above, and all monies due or to become due and payable to each of the Pledgors in connection with or related to such collateral or otherwise paid, issued or distributed from time to time in respect of or in exchange therefor, and any certificate, instrument or other document evidencing or representing the same (including, without limitation, all proceeds of dissolution or liquidation); and

(iv)all proceeds of all of the foregoing, of every kind, and all proceeds of such proceeds.

(b)The shares of stock, certificates, instruments or other documents evidencing or representing the foregoing shall be collectively referred to herein as the “Pledged Securities”.  Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to, and neither “Pledged Securities” nor “Pledged Collateral” shall include any of the outstanding capital stock of a “controlled foreign corporation” (as defined in the IRC) in excess of 65% of the voting power of all classes of capital stock of such controlled foreign corporation entitled to vote.

2.3Delivery of Certificates, Instruments, Etc.

(a)Each Pledgor shall deliver to Agent:

5

(i)all original shares of stock, certificates, instruments and other documents evidencing or representing the Pledged Collateral owned by such Pledgor as of the date hereof concurrently with the execution and delivery of this Pledge Agreement,

(ii)the original shares of stock, certificates, instruments or other documents evidencing or representing all Pledged Collateral (other than Pledged Collateral that this Pledge Agreement specifically permits Pledgors to retain) within ten (10) days after such Pledgor’s receipt thereof;

(iii)for each uncertificated security existing on the date hereof and included in the Pledged Collateral, an agreement in form and substance reasonably satisfactory to Agent (a “Control Letter”) of the issuer thereof in which the issuer agrees, among other things, that it will comply with instructions originated by Agent with respect to the uncertificated securities (unless a Control Letter is not required to perfect a security interest or ensure priority of a security interest in such uncertificated security in the jurisdiction governing perfection thereof); and

(iv)for each uncertificated security created after the date hereof and included in the Pledged Collateral, within 10 days following the issuance thereof, a Control Letter (unless a Control Letter is not required to perfect a security interest or ensure priority of a security interest in such uncertificated security in the jurisdiction governing perfection thereof).

(b)All Pledged Securities that are certificated securities shall be in bearer form or, if in registered form, shall be issued in the name of Agent or endorsed to Agent or in blank.

2.4Registration

At any time and from time to time, Agent may (with written notice to the Pledgors of such Pledged Securities promptly following such transfer or registration) cause all or any of the Pledged Securities to be transferred to or registered in its name or the name of its nominee or nominees.

2.5Authorization to File Financing Statements

Each Pledgor hereby irrevocably authorizes Agent at any time and from time to time to file in any jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto that (a) describe the Pledged Collateral, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor.  Each Pledgor agrees to furnish any such information to Agent promptly upon reasonable request.  Each Pledgor also ratifies its authorization for Agent to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

3.Representations and Warranties of Pledgor

Each Pledgor hereby represents and warrants to Agent that:

6

3.1Pledgor’s Legal Status

(a) Such Pledgor is an organization, as set forth in Schedule 1 hereto; (b) such organization is of the type, and is organized in the jurisdiction, set forth in Schedule 1 hereto; and (c) Schedule 1 hereto sets forth such Pledgor’s organizational identification number (if any).

3.2Pledgor’s Legal Name

Such Pledgor’s name as set forth in its organizational documents is that set forth in Schedule 1 hereto and on the signature page hereof.

3.3Pledgor’s Locations

Schedule 1 hereto sets forth such Pledgor’s place of business.

3.4Authority; Binding Obligation; No Conflict

Such Pledgor has full power and authority to execute, deliver and perform its obligations in accordance with the terms of this Pledge Agreement and to grant to Agent the Security Interests in the Pledged Collateral pursuant hereto, without the consent or approval of any other person or entity other than any consent or approval which has been obtained and is in full force and effect. The granting to Agent of the Security Interest in the Pledged Collateral hereunder, the execution by Pledgor of this Pledge Agreement and the performance by such Pledgor of its obligations hereunder do not and will not result in the existence or imposition of any Lien nor obligate such Pledgor to create any Lien other than such Security Interests and the Second Lien (which Second Lien is and shall be subject and subordinate to the Lien created hereunder as provided in the Intercreditor Agreement) in favor of any person or entity over all or any of its assets.

3.5Title to Collateral

The Pledged Collateral is owned by such Pledgor free and clear of any Lien, except for Permitted Encumbrances.  Such Pledgor has not filed or consented to the filing of (a) any financing statement or analogous document under the UCC or any other applicable laws covering any Pledged Collateral or (b) any assignment in which such Pledgor assigns any Pledged Collateral or any security agreement or similar instrument covering any Pledged Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Permitted Encumbrances (including pursuant to the Credit Agreement).

3.6Pledged Collateral

Set forth on Schedule 1 hereto is a complete and accurate list and description of all the Pledged Collateral of such Pledgor as of the date hereof.

3.7Percentage Ownership

The Pledged Securities of each issuer specifically identified on Schedule 1 hereto constitute, and until this Pledge Agreement terminates shall , except as permitted by Sections 3.3 and  3.6(a) of the Credit Agreement, continue to constitute, the percentage of the outstanding equity of each such issuer as indicated on Schedule 1 hereto.

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3.8All of Pledgor’s Interests

As of the date hereof, the Pledged Collateral set forth on Schedule 1 hereto constitutes all of the equity interests of such Pledgor in any corporations (including, without limitation, each of the corporate entities constituting a Subsidiary of such Pledgor), limited liability companies, partnerships and other entities.

3.9Due Authorization, Etc., of Stock; Not Margin Stock

The Pledged Securities listed on Schedule 1 hereto have been duly authorized and validly issued and are fully paid and non-assessable and are not subject to any options to purchase or similar rights of any person, and none of the Pledged Securities constitutes Margin Stock, as such term is defined in Regulation U of the Board of Governors of the Federal Reserve System.

3.10Required Consents

Except as may be required in connection with any disposition of any portion of the Pledged Securities by laws affecting the offering and sale of securities generally and except as permitted by and in accordance with the Credit Agreement (which consents have been obtained), no consent of any person (including, without limitation, partners, members, shareholders or creditors of Pledgor or of any subsidiary of Pledgors or of any issuer of Pledged Securities) and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental instrumentality is required in connection with (i) the execution, delivery, performance, validity or enforceability of this Pledge Agreement by such Pledgor, (ii) the perfection or maintenance of the Security Interest created hereby (including the first priority nature of such Security Interest), or (iii) the exercise by Agent of the rights provided for in this Pledge Agreement.

3.11Nature of Security Interest

Upon the delivery of the Pledged Securities or, in the case of uncertificated securities included as Pledged Securities, a Control Letter signed by the issuer thereof, to Agent, the pledge of the Pledged Collateral pursuant to this Pledge Agreement creates a valid and perfected first priority Security Interest in the Pledged Collateral, securing the prompt and complete payment, performance and observance of the Secured Obligations.

3.12Partnership Interests

With respect to the grants of security interests in general partner interests in limited partnerships contained herein (if any), and limited partner interests in limited partnerships contained herein (if any), each such partnership interest is a security under Article 8 of the UCC as in effect in the jurisdiction of organization of such limited partnership and neither such grant nor the exercise by Agent of any right or remedy contained herein violates any provision of the limited partnership agreement of such limited partnership and each general partner and limited partner party thereto consents to such grants and to the exercise, during the continuation of an Event of Default, of all rights and remedies granted to Agent herein and the exercise by Agent or any nominee thereof of all powers of the general partner granting such general partnership interest, and of the limited partner granting such limited partnership interest, and to the admission of Agent or its nominee or transferee (at the election of Agent or such nominee or transferee) upon foreclosure of any such general partner interest or limited partner interest of such partnership.  Pledgors shall not amend or permit to be amended the limited partnership agreement of any issuer of Pledged Collateral

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that is a limited partnership other than as permitted by the Credit Agreement, Pledgors shall not permit any such limited partnership agreement to terminate and Pledgors shall perform, observe and enforce all terms and provisions of each such limited partnership agreement.

3.13Limited Liability Company Interests

With respect to the grants of security interests in any membership interest in any limited liability company contained herein (if any), each such membership interest is a security under Article 8 of the UCC as in effect in the jurisdiction of organization of such limited liability company and neither such grant nor the exercise by Agent of any right or remedy contained herein violates any provision of the limited liability company or operating agreement of such limited liability company and Pledgors or any sole member thereof consents to such grants and to the exercise, during the continuation of an Event of Default, of all rights and remedies granted to Agent herein and the exercise by Agent or any nominee thereof of all powers of the sole member granting such security interest, and to the admission of Agent or its nominee or transferee (at the election of Agent or such nominee or transferee) as a member of such limited liability company upon foreclosure of any such interest.  No Pledgor shall amend or permit to be amended the limited liability company or operating agreement of any issuer of Pledged Collateral

that is a limited liability company other than as permitted by the Credit Agreement, no Pledgor shall permit any such limited liability or company agreement to terminate and Pledgors shall, and shall cause its Subsidiaries to, perform, observe and enforce all terms and provisions of each such limited liability or company agreement.

4.Covenants of Pledgor

4.1Pledgor’s Legal Status

Without the prior written consent of the Agent, except as permitted by the Credit Agreement, no Pledgor shall change its type of organization, jurisdiction of organization or other legal structure. No Pledgor shall enter into, or consent to the entering into of, any amendment of any limited partnership agreement or limited liability operating agreement of any issuer of any Pledged Securities that could reasonably be expected to have an adverse effect on the Security Interest therein or the rights and remedies of Agent hereunder.  Each Pledgor, as a limited partner, general partner, member, manager or managing member of any issuer of Pledged Securities hereby consents to the execution and delivery of this Pledge Agreement, the performance by the applicable Pledgor of its obligations hereunder and the exercise by Agent of its rights and remedies hereunder.  Except for the Liens granted hereunder to Agent (and the Second Lien), no Pledgor shall suffer or permit any issuer of Pledged Securities to enter into a Control Letter in favor of any Person.

4.2Pledgor’s Name

Without providing at least thirty (30) days’ prior written notice to Agent, Pledgor shall not change its name.

4.3Pledgor’s Organizational Number

Without providing at least thirty (30) days’ prior written notice to Agent, no Pledgor shall change its organizational identification number, if it has one.  If any Pledgor does not have an organizational identification number and later obtains one, such Pledgor shall promptly notify Agent of such organizational identification number.

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4.4Locations

Without providing at least thirty (30) days’ prior written notice to Agent, no Pledgor shall change its principal residence, its place of business or (if it has more than one place of business) its chief executive office or its mailing address.

4.5Title to Collateral

(a) Except for the Security Interests herein granted and Permitted Encumbrances, each Pledgor shall be the owner of the Pledged Collateral pledged by it free from any Lien, and such Pledgor, at its sole cost and expense, shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to Agent; and (b) no Pledgor shall sell or otherwise dispose of, or pledge, mortgage or create, or suffer to exist a Lien on, the Pledged Collateral in favor of any person other than Agent except for Permitted Encumbrances and the inclusion of “proceeds” of the Pledged Collateral under the Security Interest granted herein shall not be deemed a consent by Agent to any sale or other disposition of any Pledged Collateral.

4.6Taxes

Each Pledgor shall pay promptly when due all taxes, assessments, governmental charges and levies upon the Pledged Collateral or incurred in connection with the Pledged Collateral or incurred in connection with this Pledge Agreement, provided that Pledgor may contest any such taxes in good faith so long as it maintains adequate reserves therefor.

4.7Percentage Ownership

In the event the percentage of the outstanding equity of any Issuer owned by a Pledgor shall no longer be that percentage specified on Schedule 1, such Pledgor shall promptly deliver to Agent a supplemental Schedule 1 setting forth the information required pursuant thereto.

4.8Further Assurances

Each Pledgor will, from time to time, at its expense, promptly execute and deliver all further instruments and documents and take all further action that may be necessary, or that Agent may reasonably request, in order to perfect and protect any Security Interest granted or purported to be granted hereby or to enable Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral.

5.Voting Rights and Certain Payments Prior to Event of Default

5.1Voting Rights and Ordinary Payments Prior to an Event of Default

So long as no Event of Default shall have occurred and be continuing, each Pledgor shall be entitled:

(a)to exercise, as it shall think fit, but in a manner consistent with the terms hereof, the voting and consent power and other incidental rights of ownership with respect to the Pledged Collateral of such Pledgor, and for that purpose Agent shall (if any Pledged Securities shall be registered in the name of Agent or its nominee) execute or cause to be executed from time to time, at the expense of such Pledgor, such proxies or other instruments in favor of such Pledgor or its nominee, in such form and for such purposes

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as shall be reasonably required by such Pledgor and shall be specified in a written request therefor, to enable it to exercise such voting power with respect to the Pledged Securities; and

(b)except as otherwise provided in Sections 5.2 and 5.3 hereof, to receive and retain for its own account any and all payments, proceeds, dividends, distributions, monies, compensation, property, assets, instruments or rights to the extent such are permitted pursuant to the terms of the Credit Agreement, other than (i) stock or liquidating dividends or (ii) extraordinary dividends and dividends or other amounts payable under or in connection with any recapitalization, restructuring, or other non-ordinary course event (the dividends and amounts in this clause (ii) being “Extraordinary Payments”), paid, issued or distributed from time to time in respect of the Pledged Collateral pledged by such Pledgor.

5.2Extraordinary Payments and Distributions

(a)In case, upon the dissolution or liquidation (in whole or in part) of any issuer of any Pledged Collateral pledged by any Pledgor, any sum shall be paid or payable as a liquidating dividend or otherwise upon or with respect to any of the Pledged Securities pledged by Pledgor or, in the event any other Extraordinary Payment is paid or payable, then and in any such event, except as permitted by Section 3.5 of the Credit Agreement, such sum shall be paid by Pledgor over to Agent promptly, and in any event within ten (10) days after receipt thereof, to be held by Agent as additional collateral hereunder.

(b)In case any dividend or distribution payable in Stock shall be declared with respect to any of the Pledged Collateral pledged by any Pledgor, or any shares of Stock or fractions thereof shall be issued pursuant to any stock split involving any of the Pledged Collateral pledged by such Pledgor, or any distribution of capital shall be made on any of the Pledged Collateral pledged by such Pledgor, or any shares, obligations or other property shall be distributed upon or with respect to the Pledged Collateral pledged by such Pledgor, in each case pursuant to a recapitalization or reclassification of the capital of the issuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of such issuer, or to the merger or consolidation of such issuer with or into another corporation, then except as permitted by Section 3.5 of the Credit Agreement, the shares, partnership interests, membership interests, obligations or other property so distributed shall be delivered by such Pledgor to Agent promptly, and in any event within ten (10) days after receipt thereof, to be held by Agent as additional collateral hereunder subject to the terms of this Pledge Agreement, and all of the same shall constitute Pledged Collateral for all purposes hereof.

5.3Voting Rights and Ordinary Payments After an Event of Default

Upon the occurrence and during the continuance of any Event of Default, all rights of each Pledgor to exercise or refrain from exercising the voting and consent rights and other incidental rights of ownership that it would otherwise be entitled to exercise pursuant to Section 5.1(a) hereof and to receive the payments, proceeds, dividends, distributions, monies, compensation, property, assets, instruments or rights that such Pledgor would otherwise be authorized to receive and retain pursuant to Section 5.1(b) hereof shall cease, and thereupon Agent shall be entitled to exercise all voting power and consent and other incidental rights of ownership with respect to the Pledged Securities and to receive and retain, as additional collateral hereunder, any and all payments, proceeds, dividends, distributions, monies, compensation,

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property, assets, instruments or rights at any time declared or paid upon any of the Pledged Collateral during such an Event of Default and otherwise to act with respect to the Pledged Collateral as outright owner thereof.

6.All Payments in Trust

All payments, proceeds, dividends, distributions, monies, compensation, property, assets, instruments or rights that are received by any Pledgor contrary to the provisions of Section 5 hereof shall be received and held in trust for the benefit of Agent, shall be segregated by such Pledgor from other funds of such Pledgor and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

7.Expenses

Each Pledgor shall, jointly and severally, pay all reasonable expenses incurred by Agent in connection with the negotiation, execution, delivery, amendment, waiver, renegotiation, enforcement or collection of this Pledge Agreement or the exercise of remedies hereunder, including, without limitation, reasonable attorney’s fees, advertising costs, fees and expenses of advisors and investment bankers and other experts.  If any Pledgor fails promptly to pay any portion of the above expenses when due or to perform any other obligation of such Pledgor under this Pledge Agreement, Agent may, at its option, but shall not be required to, pay or perform the same and charge such Pledgor for all costs and expenses incurred therefor, and such Pledgor agrees to reimburse Agent therefor on demand.  All sums so paid or incurred by Agent for any of the foregoing, any and all other sums for which any Pledgor may become liable hereunder and all such costs and expenses incurred by Agent in enforcing or protecting the security interests created under this Pledge Agreement (the “Security Interests”) or any of its rights or remedies under this Pledge Agreement shall be payable by such Pledgor on demand, shall constitute Secured Obligations and shall bear interest at the same rate of interest applicable to Revolving Credit Advances, interest on which is based on the Index Rate at such time.

8.Remedies

8.1Disposition Upon Default and Related Provisions

(a)Upon the occurrence and during the continuance of any Event of Default, Agent or its nominee may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all rights of voting, consent, exercise, conversion and other incidental rights of ownership with respect to the Pledged Collateral, including, without limitation, all rights and powers of any Pledgor as limited or general partner of any partnership and as sole member or managing member of any limited liability company, in each case, that is an issuer of Pledged Securities pledged by such Pledgor, and all of the rights and remedies of an Agent on default under the NYUCC at that time (whether or not applicable to the affected Pledged Collateral) and may also, without obligation to resort to other security, at any time and from time to time sell, resell, assign and deliver, in its sole discretion, all or any of the Pledged Collateral, in one or more parcels at the same or different times, and all right, title and interest, claim and demand therein and right of redemption thereof, on any securities exchange on which any Pledged Collateral may be listed, or at public or private sale, for cash, upon credit or for future delivery, and in connection therewith Agent may grant options.

(b)If any of the Pledged Collateral is sold by Agent upon credit or for future delivery, Agent shall not be liable for the failure of the purchaser to purchase or pay for the same and, in

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the event of any such failure, Agent may resell such Pledged Collateral.  In no event shall any Pledgor be credited with any part of the proceeds of sale of any Pledged Collateral until cash payment therefor has actually been received by Agent.

(c)Agent may purchase any Pledged Collateral at any public sale and, if any Pledged Collateral is of a type customarily sold in a recognized market or is of the type that is the subject of widely distributed standard price quotations, Agent may purchase such Pledged Collateral at private sale, and in each case may make payment therefor by any means, including, without limitation, by release or discharge of Secured Obligations in lieu of cash payment.

(d)Each Pledgor recognizes that Agent may be unable to effect a public sale of all or part of the Pledged Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), or in applicable Blue Sky or other state securities laws, as now or hereafter in effect, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof.  Each Pledgor agrees that any such Pledged Collateral sold at any such private sale may be sold at a price and upon other terms less favorable to the seller than if sold at public sale.  Each Pledgor agrees that any such private sale shall be a commercially reasonable manner in which to dispose of all or any part of the Pledged Collateral.  Agent shall have no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer of such securities, even if such issuer would agree, to register such securities for public sale under the Securities Act.

(e)No demand, advertisement or notice, all of which are hereby expressly waived, shall be required in connection with any sale or other disposition of any part of the Pledged Collateral that threatens to decline speedily in value or that is of a type customarily sold on a recognized market; otherwise Agent shall give the applicable Pledgor at least ten (10) days’ prior notice of the time and place of any public sale and of the time after which any private sale or other disposition is to be made, which notice each Pledgor agrees is commercially reasonable.

(f)Agent shall not be obligated to make any sale of Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given.  Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned.

(g)The remedies provided herein in favor of Agent shall not be deemed exclusive, but shall be cumulative, and shall be in addition to all other remedies in favor of Agent existing at law or in equity.

(h)To the extent that applicable law imposes duties on Agent to exercise remedies in a commercially reasonable manner, each Pledgor acknowledges and agrees that it is commercially reasonable for Agent (i)  to advertise dispositions of Pledged Collateral through publications or media of general circulation; (ii) to contact other persons, whether or not in the same business as such Pledgor, for expressions of interest in acquiring all or any portion of the Pledged Collateral; (iii) to hire one or more

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professional auctioneers to assist in the disposition of Pledged Collateral; (iv) to dispose of Pledged Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Pledged Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets; (v) to disclaim disposition warranties, or (vi) to the extent deemed appropriate by Agent, to obtain the services of brokers, investment bankers, consultants and other professionals to assist Agent in the disposition of any of the Pledged Collateral.  Each Pledgor acknowledges that the purpose of this clause (h) is to provide non-exhaustive indications of what actions or omissions by Agent would be commercially reasonable in Agent’s exercise of remedies against the Pledged Collateral and that other actions or omissions by Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this clause (h).  Without limiting the foregoing, nothing contained in this clause (h) shall be construed to grant any rights to any Pledgor or to impose any duties on Agent that would not have been granted or imposed by this Pledge Agreement or by applicable law in the absence of this clause (h).

(i)It is expressly agreed by each Pledgor that, anything herein or in any other Loan Document to the contrary notwithstanding, each Pledgor shall remain liable under each of its respective Contractual Obligations, including the partnership agreement or operating agreement of any issuer of Pledged Securities, to observe and perform all the conditions and obligations to be observed and performed by it thereunder.  None of Agent, any nominee thereof and any Lender shall have any obligation or liability under any Contractual Obligation by reason of or arising out of this Pledge Agreement or any other Loan Document or the granting herein of a Lien thereon or the receipt by Agent, any nominee thereof or any Lender of any payment relating to any Contractual Obligation pursuant hereto, nor any exercise by Agent, any nominee thereof or any Lender of any rights of any Pledgor.  None of Agent, any nominee thereof and any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of any Pledgor under or pursuant to any Contractual Obligation, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Contractual Obligation, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

8.2Agent Appointed Attorney-in-Fact

(a)To effectuate the terms and provisions hereof, each Pledgor hereby appoints Agent as such Pledgor’s attorney-in-fact for the purpose, from and after the occurrence and during the continuance of an Event of Default, of carrying out the provisions of this Pledge Agreement and taking any action and executing any instrument that Agent from time to time in Agent’s reasonable discretion may deem necessary or advisable to accomplish the purposes of this Pledge Agreement.  Without limiting the generality of the foregoing, Agent shall, from and after the occurrence and during the continuance of an Event of Default, have the right and power to:

(i)receive, endorse and collect all checks and other orders for the payment of money made payable to such Pledgor representing any interest or dividend or other distribution or amount payable in respect of the Pledged Collateral or any part thereof and to give full discharge for the same;

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(ii)execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral;

(iii)exercise all rights of such Pledgor as owner of the Pledged Collateral including, without limitation, the right to sign any and all amendments, instruments, certificates, proxies, and other writings necessary or advisable to exercise all rights and privileges of (or on behalf of) the owner of the Pledged Collateral, including, without limitation, all voting, consent and other incidental rights of ownership rights with respect to the Pledged Securities;

(iv)ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral;

(v)file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of Agent with respect to any of the Pledged Collateral; and

(vi)generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Agent were the absolute owner thereof for all purposes, and to do, at Agent’s option and such Pledgor’s expense, at any time or from time to time, all acts and things that Agent deems reasonably necessary to protect, preserve or realize upon the Pledged Collateral.

(b)Each Pledgor hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8.2 (provided, that no Pledgor by virtue of such ratification, releases any claim that Pledgor may otherwise have against Agent for any such acts made or taken by Agent through gross negligence or willful misconduct).  Neither Agent nor any person designated by Agent shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except such as may result from Agent’s gross negligence or willful misconduct.  This power, being coupled with an interest, is irrevocable so long as this Pledge Agreement shall remain in force.

8.3Agent’s Duties of Reasonable Care

(a)Agent shall have the duty to exercise reasonable care in the custody and preservation of any Pledged Collateral in its possession, which duty shall be fully satisfied if such Pledged Collateral is accorded treatment substantially equal to that which Agent accords its own property and, with respect to any calls, conversions, exchanges, redemptions, offers, tenders or similar matters relating to any such Pledged Collateral (herein called “events”),

(i)Agent exercises reasonable care to ascertain the occurrence and to give reasonable notice to Pledgors of any events applicable to any Pledged Securities that are registered and held in the name of Agent or its nominee,

(ii)Agent gives the applicable Pledgor reasonable notice of the occurrence of any events of which Agent has received actual knowledge, which events are applicable to any securities that are in bearer form or are not registered and held

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in the name of Agent or its nominee (each Pledgor agreeing to give Agent reasonable notice of the occurrence of any events of which such Pledgor has knowledge, which events are applicable to any securities in the possession of Agent), and

(iii)Agent endeavors to take such action with respect to any of the events as any Pledgor may reasonably and specifically request in writing in sufficient time for such action to be evaluated and taken or, if Agent reasonably believes that the action requested would adversely affect the value of the Pledged Collateral as collateral or the collection of the Secured Obligations, or would otherwise prejudice the interests of Agent, Agent gives reasonable notice to Pledgor that any such requested action will not be taken and, if Agent makes such determination or if such Pledgor fails to make such timely request, Agent takes such other action as it deems advisable in the circumstances.

(iv)Except as hereinabove specifically set forth, Agent shall have no further obligation to ascertain the occurrence of, or to notify any Pledgor with respect to, any events and shall not be deemed to assume any such further obligation as a result of the establishment by Agent of any internal procedures with respect to any securities in its possession, nor shall Agent be deemed to assume any other responsibility for, or obligation or duty with respect to, any Pledged Collateral or its use of any nature or kind, or any matter or proceedings arising out of or relating thereto, including, without limitation, any obligation or duty to take any action to collect, preserve or protect its or Pledgor’s rights in the Pledged Collateral or against any prior parties thereto, but the same shall be at each Pledgor’s sole risk and responsibility at all times.

(v)Upon the occurrence and during the continuance of an Event of Default, each Pledgor waives any restriction or obligation imposed on Agent under Sections 9-207(c)(1) and 9-207(c)(2) of the NYUCC.

8.4Indemnification

Each Pledgor hereby indemnifies and holds harmless Agent, each Lender and the respective officers, shareholders, directors, employees and agents of each thereof (each, an “Indemnified Party”) from any claims, causes of action and demands at any time arising out of or with respect to this Pledge Agreement, the Secured Obligations, the Pledged Collateral and its use and/or any actions taken or omitted to be taken by such Indemnified Party with respect thereto (except such claims, causes of action and demands arising from the bad faith, gross negligence or willful misconduct of such Indemnified Party) and each Pledgor hereby agrees, jointly and severally, to hold each Indemnified Party harmless from and with respect to any and all such claims, causes of action and demands (except such claims, causes of action and demands arising from the gross negligence or willful misconduct of such Indemnified Party).

8.5Prior Recourse

Agent’s prior recourse to any Pledged Collateral shall not constitute a condition of any demand, suit or proceeding for payment or collection of the Secured Obligations.

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8.6Agent May Perform

If any Pledgor fails to perform any agreement contained herein, Agent may itself perform or cause performance of such agreement, and the expenses of Agent incurred in connection therewith shall be treated as provided in Section 7 hereof.  Agent shall use reasonable efforts to notify Pledgor of any such performance by Agent, provided that failure to do so shall not affect Agent’s rights hereunder, including rights of reimbursement relating to such performance.

9.Suretyship Waivers by Pledgor; Obligations Absolute

(a)Each Pledgor waives demand, notice, protest, notice of acceptance of this Pledge Agreement, notice of loans made, credit extended, collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description thereof, all in such manner and at such time or times as Agent may deem advisable.  Agent shall have no duty as to the collection or protection of the Pledged Collateral or any income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation of any rights pertaining thereto beyond the safe custody thereof as set forth in Section 8.3.

(b)All rights of Agent hereunder, the Security Interests and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document, or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from or any acceptance of partial payment thereon and or settlement, compromise or adjustment of any Secured Obligation or of any guarantee, securing or guaranteeing all or any of the Secured Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, such Pledgor in respect of the Secured Obligations or this Pledge Agreement other than the defense of payment.

10.Marshalling

Agent shall not be required to marshal any present or future collateral security (including but not limited to this Pledge Agreement and the Pledged Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising.  To the extent that it lawfully may, each Pledgor hereby agrees that it shall not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of Agent’s rights under this Pledge Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Pledgor hereby irrevocably waives the benefits of all such laws.

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11.Proceeds of Dispositions

After deducting all expenses payable to Agent, including, without limitation, pursuant to Section 7, the residue of any proceeds of collection or sale of the Secured Obligations or Collateral shall, to the extent actually received in cash, be applied to the payment of the remaining Secured Obligations in such order or preference as is provided in the Credit Agreement (or, if not provided therein, as determined by Agent), proper allowance and provision being made for any Secured Obligations not then due or held as additional Collateral.  Upon the final payment and satisfaction in full of all of the Secured Obligations and the termination of all commitments under the Credit Agreement and after making any payments required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the NYUCC, any excess of any Pledged Collateral of any Pledgor shall be returned to such Pledgor, and in any event each Pledgor shall remain liable for any deficiency in the payment of the Secured Obligations.  Upon the Termination Date and a release of all claims against Agent and Lenders, and so long as no suits, actions, proceedings, or claims are pending or threatened against any Indemnitee asserting any damages, losses or liabilities that are indemnified liabilities hereunder, Agent shall deliver to Pledgors termination statements and other documents necessary or appropriate to evidence the termination of the Liens securing payment of the Obligations.

12.Reinstatement

This Pledge Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Pledgor for liquidation or reorganization, should any Pledgor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of Pledgor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made.  In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

13.Miscellaneous

13.1Notices

Any notice or other communication required shall be in writing addressed to the respective party as set forth below and may be personally served, telecopied, sent by overnight courier service or U.S. mail and shall be deemed to have been given:  (a) if delivered in person, when delivered; (b) if delivered by fax, on the date of transmission if transmitted on a Business Day before 4:00 p.m. New York Time;(c) if delivered by overnight courier, one (1) Business Day after delivery to the courier properly addressed; or (d) if delivered by U.S. mail, four (4) Business Days after deposit with postage prepaid and properly addressed.

Notices shall be addressed as follows:

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(a)	If to Pledgor:
	DAYTON SUPERIOR CORPORATION
	777 Washington Village Drive, Suite 130
	Dayton, Ohio 45459
	Attention:	Edward Puisis
	Telephone No.:	(937) 428-7170
	Telecopier No.:	(937) 428-9115
(b)	If to Agent:
	GENERAL ELECTRIC CAPITAL CORPORATION
	335 Madison Avenue, 12th Floor
	New York, NY  10017
	Attention:	Dayton Superior Account Officer
	Telephone No.:	(212) 370-8000
	Telecopier No.:	(212) 983-8767
	With a copy to:
	GENERAL ELECTRIC CAPITAL CORPORATION
	335 Madison Avenue, 11th Floor
	New York, NY  10017
	Attention:	Corporate Counsel
	Corporate Financial Services – Global Sponsor Finance
	Telephone No.:	(212) 370-8000
	Telecopier No.:	(212) 983-8767
	and:
	GENERAL ELECTRIC CAPITAL CORPORATION
	201 High Ridge Road
	Stamford, Connecticut 06927-5100
	Attn:  Corporate Counsel
	Corporate Financial Services – Global Sponsor Finance
	Fax:  (203) 316-7899

13.2GOVERNING LAW; CONSENT TO JURISDICTION

(a)THIS PLEDGE AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES WHICH SHALL BE DEEMED NOT TO INCLUDE SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b)EACH PLEDGOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK COUNTY, STATE OF NEW YORK AND IRREVOCABLY AGREES THAT, SUBJECT TO AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR THE OTHER LOAN DOCUMENTSSHALL

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BE LITIGATED IN SUCH COURTS.  EACH PLEDGOR EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS.  EACH PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESSMAY BE MADE UPON PLEDGOR BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH PLEDGOR, AT THE ADDRESS SET FORTH IN THIS PLEDGE AGREEMENT AND SERVICESO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.  IN ANY LITIGATION, TRIAL, ARBITRATION OR OTHER DISPUTE RESOLUTION PROCEEDING RELATING TO THIS PLEDGE AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, ALL DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF PLEDGORS OR ANY OF ITS AFFILIATES SHALL BE DEEMED TO BE EMPLOYEES OR MANAGING AGENTS OF PLEDGOR FOR PURPOSES OF ALL APPLICABLE LAW OR COURT RULES REGARDING THE PRODUCTION OF WITNESSES BY NOTICE FOR TESTIMONY (WHETHER IN A DEPOSITION, AT TRIAL OR OTHERWISE).  PLEDGOR AGREES THAT AGENT’S OR ANY LENDER’S COUNSEL IN ANY SUCH DISPUTE RESOLUTION PROCEEDING MAY EXAMINE ANY OF THESE INDIVIDUALS AS IF UNDER CROSS-EXAMINATION AND THAT ANY DISCOVERY DEPOSITION OF ANY OF THEM MAY BE USED IN THAT PROCEEDING AS IF IT WERE AN EVIDENCE DEPOSITION.  PLEDGORS IN ANY EVENT WILL USE ALL COMMERCIALLY REASONABLE EFFORTS TO PRODUCE IN ANY SUCH DISPUTE RESOLUTION PROCEEDING, AT THE TIME AND IN THE MANNER REQUESTED BY AGENT OR ANY LENDER, ALL PERSONS, DOCUMENTS (WHETHER IN TANGIBLE, ELECTRONIC OR OTHER FORM) OR OTHER THINGS UNDER THEIR CONTROL AND RELATING TO THE DISPUTE.

13.3WAIVER OF JURY TRIAL, ETC.

EACH PLEDGOR HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS.  EACH PLEDGOR ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT AGENT HAS RELIED ON THE WAIVER IN ENTERING INTO THIS PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS AND WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.  EACH PLEDGOR WARRANTS AND REPRESENTS THAT SUCH PLEDGOR HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT SUCH PLEDGOR KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

13.4Counterparts; Effectiveness

This Pledge Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one in the same instrument.  This Pledge Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto.

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13.5Headings

Section and subsection headings are included herein for convenience of reference only and shall not constitute a part of this Pledge Agreement for any other purposes or be given substantive effect.

13.6No Strict Construction

The parties hereto have participated jointly in the negotiation and drafting of this Pledge Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Pledge Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Pledge Agreement.

13.7Severability

The invalidity, illegality, or unenforceability in any jurisdiction of any provision under the Pledge Agreement shall not affect or impair the remaining provisions in the Pledge Agreement.

13.8Survival of Agreement

All covenants, agreements, representations and warranties made by Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Pledge Agreement shall be considered to have been relied upon by Agent and shall survive the execution and delivery of the Credit Agreement and the advance of all extensions of credit contemplated thereby, regardless of any investigation made by Agent, and shall continue in full force and effect until this Pledge Agreement shall terminate (or thereafter to the extent provided herein).

13.9Binding Effect; Several Agreement

This Pledge Agreement and all obligations of each Pledgor hereunder shall be binding upon the successors and permitted assigns of such Pledgor (including any debtor-in-possession on behalf of such Pledgor) and shall, together with the rights and remedies of Agent, for the benefit of Agent and Lenders, hereunder, inure to the benefit of Agent and Lenders, all future holders of any instrument evidencing any of the Secured Obligations and their respective successors and permitted assigns except that Pledgors may not assign any of its rights or obligations hereunder without the written consent of all Lenders which assignment without such consent shall be void.  No sales of participations, other sales, assignments, transfers or other dispositions of any agreement governing or instrument evidencing the Secured Obligations or any portion thereof or interest therein shall in any manner impair the Lien granted to Agent, for the benefit of Agent and Lenders, hereunder.

13.10No Waiver; Cumulative Remedies 

Neither Agent nor any Lender shall by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies hereunder, and no waiver shall be valid unless in writing, signed by Agent and then only to the extent therein set forth.  A waiver by Agent of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which Agent would otherwise have had on any future occasion.  No failure to exercise nor any delay in exercising on the part of Agent or any Lender, any right, power or privilege hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or future exercise thereof or the exercise of any other

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right, power or privilege.  The rights and remedies hereunder provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law.  None of the terms or provisions of this Pledge Agreement may be waived, altered, modified or amended except by an instrument in writing, duly executed by Agent and each Pledgor.

13.11Limitation by Law

All rights, remedies and powers provided in this Pledge Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Pledge Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Pledge Agreement invalid, unenforceable, in whole or in part, or not entitled to be recorded, registered or filed under the provisions of any applicable law.

13.12Termination of this Agreement

Subject to Section 12 hereof, this Pledge Agreement shall terminate upon the Termination Date. Following the termination of this agreement, Agent shall, upon reasonable request, and at the sole cost and expense of Pledgors, execute such termination statements and other releases (in form and substance reasonably satisfactory to Agent) with respect to security granted hereunder, and Agent shall at such time transfer any original shares of stock, certificates, instruments and other documents evidencing or representing the Pledged Collateral delivered to the Agent hereunder to the Pledgors, without recourse and without representation of warranty. In the event that all Obligations have been completely discharged and all Commitments are terminated, Agent shall (except to the extent otherwise required by applicable law) deliver all the Pledged Collateral at the time subject to the “Pledge Agreement” (as such term is defined in the Senior Notes Indenture) to the Trustee (as such term is defined in the Senior Notes Indenture), to be held thereby as security for the Second Lien or applied to the obligations secured thereby.

13.13Intercreditor Agreement

The security interest of Agent in favor of Lenders granted hereunder and the rights of such parties in respect thereof shall be subject to and entitled to the benefits of the terms of the Intercreditor Agreement.

13.14Advice of Counsel

Each of the parties represents to each other party hereto that it has discussed this Pledge Agreement and, specifically, the provisions of Section 13.2 and Section 13.3, with its counsel.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, intending to be legally bound, each Pledgor has caused this Pledge Agreement to be duly executed as of the date first above written.

DAYTON SUPERIOR CORPORATION
as Pledgor
By:	/s/ Edward J. Puisis
	Edward J. Puisis
	Vice President and Chief Financial Officer
TREVECCA HOLDINGS, INC.
as Pledgor
By:		/s/ Edward J. Puisis
		Edward J. Puisis
		Vice President and Chief Financial Officer
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent
By:		/s/ Marc C. Robinson
		Name:	Marc C. Robinson
		Title:	Authorized Signatory

S-1

EX-4.10

Exhibit 4.10

EXECUTION VERSION

DAYTON SUPERIOR CORPORATION,

AZTEC CONCRETE ACCESSORIES, INC.,

DAYTON SUPERIOR SPECIALTY CHEMICAL CORP.,

DUR-O-WAL, INC.,

SOUTHERN CONSTRUCTION PRODUCTS, INC.,

SYMONS CORPORATION,

TREVECCA HOLDINGS, INC.

(“GRANTORS”)

AND

THE BANK OF NEW YORK,
AS COLLATERAL AGENT AND AS TRUSTEE

SECOND AMENDED AND RESTATED
SECURITY AGREEMENT

1.	DEFINED TERMS
2.	GRANT OF LIEN
3.	COLLATERAL AGENT’S RIGHTS:  LIMITATIONS ON COLLATERAL AGENT’S OBLIGATIONS
4.	REPRESENTATIONS AND WARRANTIES
5.	COVENANTS
6.	BANK ACCOUNTS; COLLECTION OF ACCOUNTS AND PAYMENTS
7.	COLLATERAL AGENT’S APPOINTMENT AS ATTORNEY-IN-FACT
8.	REMEDIES:  RIGHTS UPON DEFAULT
9.	GRANT OF LICENSE TO USE INTELLECTUAL PROPERTY COLLATERAL
10.	LIMITATION ON COLLATERAL AGENT’S DUTY IN RESPECT OF COLLATERAL
11.	REINSTATEMENT
12.	SURETYSHIP WAIVERS BY GRANTOR; OBLIGTIONS ABSOLUTE
13.	EXPENSES AND ATTORNEY’S FEES
14.	NOTICES
15.	SEVERABILITY
16.	NO WAIVER; CUMULATIVE REMEDIES
17.	LIMITATION BY LAW
18.	TERMINATION OF THIS AGREEMENT
19.	SUCCESSORS AND ASSIGNS
20.	COUNTERPARTS
21.	GOVERNING LAW
22.	WAIVER OF JURY TRIAL
23.	HEADINGS
24.	NO STRICT CONSTRUCTION
25.	ADVICE OF COUNSEL
26.	BENEFIT OF NOTEHOLDERS
27.	INTERCREDITOR AGREEMENT
28.	COLLATERAL AGENCY

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SECOND AMENDED AND RESTATED SECURITY AGREEMENT

THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT, dated as of January 30, 2004 (this “Agreement”), amends and restates that certain Amended and Restated Security Agreement, originally dated June 16, 2000 and amended and restated on June 9, 2003 (the “Existing Security Agreement”), and is by and among DAYTON SUPERIOR CORPORATION, a Ohio corporation (“Borrower”), AZTEC CONCRETE ACCESSORIES, INC., a California corporation, DAYTON SUPERIOR SPECIALTY CHEMICAL CORP. a Kansas corporation, DUR-O-WAL, INC. a Delaware corporation, SOUTHERN CONSTRUCTION PRODUCTS, INC. a Alabama corporation, SYMONS CORPORATION a Delaware corporation and TREVECCA HOLDINGS, INC. a Delaware corporation (together with Borrower, each referred to herein individually as a “Grantor” and collectively as “Grantors”), THE BANK OF NEW YORK (the “Collateral Agent”), as successor to Deutsche Bank Trust Company Americas as Collateral Agent under the Existing Security Agreement and THE BANK OF NEW YORK (the “Trustee”), as trustee for the beneficial holders (the “Noteholders”) under that certain Indenture, dated as of June 9, 2003, by and among Borrower, the Obligors parties thereto as Guarantors and The Bank Of New York, governing the rights and duties of Borrower under 10 ¾% Senior Second Secured Notes due 2008 in the initial aggregate principal amount of $165,000,000 (the “Indenture”).

WHEREAS:

(A)The Existing Security Agreement provides for an assignment, pledge and grant of a security interest in certain collateral in favor of Deutsche Bank Trust Company Americas, as collateral agent for the benefit of the Noteholders (as that term is defined therein), the Trustee and for the benefit of the Lender Creditors, the Other Creditors and Additional First Lien Creditors (as each term is defined therein) and Deutsche Bank Trust Company Americas, as administrative agent;

(B)In connection with the repayment of that certain Credit Agreement (the “DB Credit Agreement”), dated as of June 16, 2000, among Borrower, the lenders party thereto in their capacities as lenders and Deutsche Bank Trust Company Americas as administrative agent, the Borrower has entered into that certain Credit Agreement, dated as of the date hereof (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among Grantors and General Electric Capital Corporation, in its capacity as Agent for itself and Lenders from time to time party to the Credit Agreement (the “Agent”);

(C)Deutsche Bank Trust Company Americas, as collateral agent under the Existing Security Agreement, has resigned pursuant to a payoff letter of even date herewith and is being replaced as collateral agent hereunder by the Collateral Agent;

(D)There are no Other Obligations (as defined in the Existing Security Agreement) or Additional First Lien Obligations (as defined in the Existing Security Agreement) outstanding on the date hereof and the Grantors desire that Additional First Lien Obligations (as defined in the Existing Security Agreement) no longer be secured hereby;

(E)The Grantors, Agent, Trustee and Collateral Agent have entered into that certain Intercreditor Agreement (as amended, modified or supplemented from time to time, the “Intercreditor Agreement”) dated as of the date hereof, to establish the priority of the Senior Lender’s security interests in Grantors’ assets; and

(F)The Trustee and Collateral Agent are, subject to the terms of the Intercreditor Agreement, required to amend and restate the Existing Security Agreement to provide for the subordination of their security interests to that of the Agent under that certain Security Agreement (the “Senior Security Agreement”), dated the date hereof, among Borrower, the other parties named therein as Grantors and the Agent.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend and restate the Existing Security Agreement as follows:

1.DEFINED TERMS

(a)All capitalized terms used but not otherwise defined herein have the meanings given to them in the Indenture or if not defined in the Indenture, in Exhibit B to this Agreement.  All other terms contained in this Agreement, unless the context indicates otherwise, have the meanings provided for by the Code to the extent the same are used or defined therein.

(b)“Uniform Commercial Code jurisdiction” means any jurisdiction that has adopted all or substantially all of Article 9 as contained in the 2000 Official Text of the Uniform Commercial Code, as recommended by the National Conference of Commissioners on Uniform State Laws and the American Law Institute, together with any subsequent amendments or modifications to the Official Text.

2.GRANT OF LIEN

(a)To secure the prompt and complete payment, performance and observance of all of the Second Priority Lien Obligations and all renewals, extensions, restructurings and refinancings thereof, and all obligations, liabilities, and indebtedness of Grantors arising under this Agreement, each Grantor, hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Collateral Agent, for the benefit of the Trustee and the Noteholders, a Lien upon all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the “Collateral”), including:

(i)all Accounts;

(ii)all Chattel Paper;

(iii)all Documents;

(iv)all General Intangibles (including all Payment Intangibles (as defined in the Code), trademarks, patents, copyrights, other intellectual property and licenses thereof, payment intangibles and Software);

(v)all Goods (including Inventory, Equipment and Fixtures);

(vi)all Instruments;

(vii)all Investment Property;

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(viii)all Deposit Accounts (as defined in the Code) of such Grantor, including all blocked accounts and all other bank accounts and all deposits therein;

(ix)all money, cash or Cash Equivalents of such Grantor;

(x)all Supporting Obligations (as defined in the Code) and Letter-of-Credit Rights (as defined in the Code) of such Grantor;

(xi)all Intercompany Notes; and

(xii)to the extent not otherwise included, all Proceeds (as defined in the Code), tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and income, benefits, rents and profits of, each of the foregoing and, to the extent related to any of the foregoing, all books, correspondence, credit files, records, invoices, and other papers (including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Grantor or any computer bureau or service company from time to time acting for such Grantor).

Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to any lease, license, contract, property rights or agreement to which any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (a) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (b) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that any provision resulting in such a breach, termination or default would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); and none of the property described in the first portion of this sentence shall constitute “Collateral” for any purpose of this Agreement; provided, however, that to the extent such security interest shall not so attach, the applicable Grantor shall, in any event, be subject to the provisions of Section 5(a)(i) below; provided further, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability, breach termination or default shall be remedied and, to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (a) or (b) of the first portion of this sentence.

(b)In addition, to secure the prompt and complete payment, performance and observance of the Second Priority Lien Obligations, all renewals, extensions, restructurings and refinancings thereof and all obligations, liabilities and indebtedness of Grantors arising under this Agreement, and in order to induce the Collateral Agent, Trustee and Noteholders as aforesaid, each Grantor hereby grants to Collateral Agent, for the benefit of Trustee and Noteholders, a right of setoff against the property of such Grantor held by Collateral Agent, Trustee or any Noteholder, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to Collateral Agent, Trustee or any Noteholder, for any purpose, including safekeeping, collection or

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pledge, for the account of such Grantor, or as to which such Grantor may have any right or power.

(c)Notwithstanding the foregoing, the Collateral covered by this Agreement shall not include any equity interests in Borrower or any other Grantor, such equity interests being subject to the Second Amended and Restated Pledge Agreement by and among certain Grantors, the Collateral Agent and the Trustee.

3.COLLATERAL AGENT’S RIGHTS:  LIMITATIONS ON COLLATERAL AGENT’S OBLIGATIONS

(a)Subject to the terms of the Intercreditor Agreement, it is expressly agreed by each Grantor that, anything herein or in any other Security Document to the contrary notwithstanding, each Grantor shall remain liable under each of its respective Contractual Obligations, including all Licenses, to observe and perform all the conditions and obligations to be observed and performed by it thereunder; provided, however, that such liability of any Grantor shall terminate with respect to any Contractual Obligation upon the foreclosure thereof by Collateral Agent.  Neither Collateral Agent, Trustee nor any Noteholder shall have any obligation or liability under any Contractual Obligation by reason of or arising out of this Agreement or any other Security Document or the granting herein of a Lien thereon or the receipt by Collateral Agent, Trustee or any Noteholder of any payment relating to any Contractual Obligation pursuant hereto.  Neither Collateral Agent, Trustee nor any Noteholder shall be required or obligated in any manner to perform or fulfill any of the obligations of any Grantor under or pursuant to any Contractual Obligation, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Contractual Obligation, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

(b)Subject to the terms of the Intercreditor Agreement, Collateral Agent may at any time after an Event of Default has occurred and is continuing (or if any rights of set-off (other than set-offs against an Account arising under the Contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to any Grantor, notify each Grantor’s Account Debtors and all other Persons obligated on any of the Collateral that Collateral Agent has a security interest therein, and that payments shall be made directly to Collateral Agent, for the benefit of Trustee and Noteholders.  At any time following the occurrence and during the continuance of an Event of Default, upon the request of Trustee, each Grantor shall so notify its Account Debtors and other Persons obligated on the Collateral.  Once any such notice has been given to any Account Debtor or other Person obligated on the Collateral, none of the Grantors shall give any contrary instructions to such Account Debtor or other Person without Collateral Agent’s prior written consent.

(c)Subject to the terms of the Intercreditor Agreement, Collateral Agent may at any time, upon prior notice to the relevant Grantor, in Collateral Agent’s own name, in the name of a nominee of Collateral Agent or in the name of any Grantor communicate (by mail, telephone, facsimile or otherwise) with Account Debtors, parties to Contractual Obligations and obligors in respect of Instruments to verify with such Persons, to Collateral Agent’s satisfaction, the existence, amount, terms of, and any other matter

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relating to, Accounts, Instruments, Chattel Paper and/or payment intangibles.  If an Event of Default shall have occurred and be continuing, each Grantor, at its own expense, shall cause the independent certified public accountants then engaged by such Grantor to prepare and deliver to Collateral Agent at any time and from time to time promptly upon Collateral Agent’s request the following reports with respect to such Grantor:  (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts as Collateral Agent may request.  Each Grantor, at its own expense, shall deliver to Collateral Agent the results of each physical verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

4.REPRESENTATIONS AND WARRANTIES

Each Grantor, jointly and severally, represents and warrants that:

(a)Each Grantor has rights in and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder free and clear of any and all Liens other than  Permitted Liens.

(b)No effective security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral is on file or of record in any public office, except such as may have been filed (i) by any Grantor in favor of Collateral Agent pursuant to this Agreement, the Indenture or the Security Documents and (ii) in connection with any other Permitted Liens.

(c)This Agreement is effective to create a valid and continuing Lien on and, upon the filing of the appropriate financing statements in the filing offices listed on Schedule I hereto or the entering into of three-party control agreements, as applicable, a perfected Lien in favor of Collateral Agent, for the benefit of Trustee and Noteholders, on the Collateral with respect to which a Lien may be perfected by filing pursuant to the Code or by obtaining control through a control agreement.  With respect to such Collateral, such Lien is (after giving effect to the Intercreditor Agreement) prior to all other Liens, except (i) First Priority Liens and (ii) Permitted Liens that would be prior to Liens in favor of Collateral Agent for the benefit of Trustee and Noteholders as a matter of law, and is enforceable as such as against any and all creditors of and purchasers from any Grantor (other than purchasers and lessees of Inventory in the ordinary course of business and non-exclusive licensees of General Intangibles in the ordinary course of business).

(d)Schedule II hereto lists all Instruments (other than checks), Documents and Letter of Credit Rights (including any Intercompany Notes) of each Grantor.  All actions by each Grantor necessary or desirable to protect and perfect the Lien of Collateral Agent on each item set forth on Schedule II (including the delivery of all originals thereof as required by Section 5(a)(ii) hereof) have been duly taken.  The Lien of Collateral Agent, for the benefit of Trustee and Noteholders, on the Collateral listed on Schedule II hereto is prior to all other Liens, except (i) First Priority Liens and (ii) Permitted Liens that would be prior to the Liens in favor of Trustee as a matter of law, and is enforceable as such against any and all creditors of and purchasers from each Grantor.

(e)Each Grantor’s name as it appears in official filings in the state of its incorporation or other organization, all prior names of each Grantor used during the past five years, as

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they appeared from time to time in official filings in the state of its incorporation or other organization, the type of entity of each Grantor (including corporation, partnership, limited partnership or limited liability company), organizational identification number issued by each Grantor’s state of incorporation or organization or a statement that no such number has been issued, each Grantor’s state of organization or incorporation, the mailing address of each Grantor as of the date hereof, the location of each Grantor’s chief executive office, principal place of business, other offices, all warehouses and premises where Collateral is stored or located, and the locations of each Grantor’s books and records concerning the Collateral are set forth on Schedule IIIA, Schedule IIIB, Schedule IIIC, Schedule IIID, Schedule IIIE, Schedule IIIF and Schedule IIIG, respectively, hereto.  Each Grantor is a registered organization and has only one state of incorporation or organization.

(f)With respect to the Accounts, except as specifically disclosed in writing to Collateral Agent, (i) they represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of each Grantor’s business and are not evidenced by (A) a judgment, (B) Instrument or (C) Chattel Paper (unless, in the case of (B) of this clause (i), such item is listed on Schedule II and delivered pursuant to Section 5(a)(ii) hereof); (ii) except as to which there would not be a Material Adverse Effect, there are no set-offs, claims or disputes existing or asserted with respect thereto and none of the Grantors has made any agreement with any of its Account Debtors for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any of its Account Debtors from liability therefor, or any deduction therefrom except a discount or allowance allowed by any Grantor in the ordinary course of its business for prompt payment and disclosed to Collateral Agent and Trustee; (iii) to each Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder to the extent that there would be a Material Adverse Effect as shown on such Grantor’s books and records and any invoices, statements or other collateral report delivered to Collateral Agent and Trustee with respect thereto; (iv) none of the Grantors has received any notice of proceedings or actions which are threatened or pending against any of its Account Debtors which might result in any adverse change in such Account Debtor’s financial condition and which would have a Material Adverse Effect on any of the Grantors; (v) none of the Grantors has knowledge that any of its Account Debtors is unable generally to pay its debts as they become due; and (vi) to each Grantor’s knowledge, they constitute the legally valid and binding obligation of the applicable Account Debtors.  Further, with respect to the Accounts (x) the amounts shown on all invoices, statements or other collateral reports which may be delivered to Collateral Agent with respect thereto are actually owing to such Grantor as indicated thereon and are not in any way contingent, except for such contingencies as may exist under trade custom and practice; and (y) to each Grantor’s knowledge, all of its Account Debtors have the capacity to contract.

(g)With respect to any Inventory, (i) such Inventory (other than Inventory leased or rented to a third party) is located at one of the applicable Grantor’s locations set forth on Schedule IIIA, Schedule IIIB, Schedule IIIC, Schedule IIID, Schedule IIIE, Schedule IIIF or Schedule IIIG, hereto, as applicable, (ii) no Inventory (other than Inventory leased or rented to a third party) is now, or shall at any time or times hereafter be stored at any other location without prior notice to Collateral Agent, and the applicable Grantor will concurrently therewith obtain, to the extent required by the Indenture, bailee, landlord

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and mortgagee agreements, (iii) each Grantor has good and merchantable title to its Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to Collateral Agent, for the benefit of Trustee and Noteholders, and except for Permitted Liens, (iv) except as specifically disclosed to Collateral Agent and Trustee, such Inventory is of good and merchantable quality, free from any defects, ordinary wear and tear excepted, (v) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties that would require any consent of any third party upon sale or other disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, and (vi) the completion of manufacture, sale or other disposition of such Inventory by Collateral Agent following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which any Grantor is a party or to which such property is subject.

(h)Schedule IVA sets forth under the name of each Grantor a complete and correct list of all issued Patents, registered Trademarks and registered Copyrights, and pending applications for the foregoing, owned by such Grantor on the date hereof; and all registrations listed in Schedule IVA are valid and in full force and effect.  None of the Grantors has any interest in, or title to, any Patent, Trademark or Copyright except as set forth in Schedule IVA hereto.  This Agreement is effective to create a valid and continuing Lien on and, upon filing of appropriate financing statements in the filing offices listed on Schedule I hereto and of the Copyright Security Agreements with the United States Copyright Office and filing of the Patent Security Agreements and the Trademark Security Agreements with the United States Patent and Trademark Office, perfected Liens in favor of Collateral Agent on each Grantor’ s Patents, Trademarks and Copyrights and such perfected Liens are enforceable as such as against any and all creditors of and purchasers from any Grantor.  Upon filing of the Copyright Security Agreements with the United States Copyright Office and filing of the Patent Security Agreements and the Trademark Security Agreements with the United States Patent and Trademark Office and the filing of appropriate financing statements listed on Schedule I hereto, all action necessary or desirable to protect and perfect Collateral Agent ‘s Lien on each Grantor’s Patents, Trademarks or Copyrights shall have been duly taken.

(i)Schedule IVB sets forth a complete and correct list of all material licenses granting Grantors the right to use Intellectual Property in effect on the date hereof (other than license agreements for “off the shelf” software).

5.COVENANTS

Without limiting any Grantor’s covenants and agreements contained in the Indenture, each Grantor covenants and agrees with Collateral Agent, for the benefit of Trustee and Noteholders, that from and after the date of this Agreement and until the Termination Date:

(a)Further Assurances; Pledge of Instruments; Chattel Paper.

(i)At any time and from time to time, upon the written request of Collateral Agent and at the sole expense of such Grantor, such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Collateral Agent may deem desirable to obtain the full benefits of this Agreement and of the rights and powers herein granted, including

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(A) using commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Collateral Agent of any material Contractual Obligation, including any License, held by such Grantor and to enforce the security interests granted hereunder; and (B) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder or under any other Security Document as to those jurisdictions that are not Uniform Commercial Code jurisdictions.

(ii)Following the Discharge of Senior Lender Claims, unless Collateral Agent shall otherwise consent in writing (which consent may be revoked), such Grantor shall deliver to Collateral Agent all Collateral consisting of negotiable Documents, certificated securities representing Collateral and Instruments (other than checks but including Intercompany Notes) (in each case, (a) only if such item of Collateral shall have a value greater than $200,000 and (b) accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Credit Party receives the same; provided, that, regardless of the value of any such individual item of Collateral, no greater than $500,000 in the aggregate of all such items of Collateral may be withheld from delivery at any one time.  Prior to a Discharge of Senior Lender Claims all such property shall be delivered to the Agent in accordance with the Intercreditor Agreement.

(iii)Such Grantor shall, if required under the Credit Agreement with respect to First Priority Liens, obtain waivers or subordinations of Liens from landlords, bailees and mortgagees, and such Grantor shall in all instances obtain signed acknowledgements of Collateral Agent ‘s Liens from bailees having possession of such Grantor’s Goods that they hold for the benefit of Collateral Agent.

(iv)To the extent required under the Credit Agreement with respect to First Priority Liens, such Grantor shall use its commercially reasonable efforts to obtain (and following the Discharge of Senior Lender Claims, to the extent required by Collateral Agent, such Grantor shall use its commercially reasonable efforts to obtain) authenticated control letters in form and substance satisfactory to Collateral Agent from each issuer of uncertificated securities constituting Collateral, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor, such control of the Collateral Agent being subject to the Intercreditor Agreement.  Collateral Agent shall not terminate such Grantor’s access to any such financial assets or commodities except during the continuation of an Event of Default.

(v)Following the Discharge of Senior Lender Claims, if such Grantor is or becomes the beneficiary of a letter of credit with a face value in excess of $250,000, such Grantor shall promptly, and in any event within five (5) Business Days after becoming a beneficiary, notify Collateral Agent thereof and enter into a tri-party agreement with Collateral Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Letter-of-Credit Rights to Collateral Agent and directing all payments thereunder to an account specified by the Collateral Agent, all in form and substance reasonably satisfactory to Collateral Agent.  The requirement of this Section 5(a)(v) shall not apply to any letters of credit that are supporting obligations for other Collateral.

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(vi)Such Grantor shall use commercially reasonable efforts to grant Collateral Agent control of all electronic Chattel Paper in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act, such control of the Collateral Agent being subject to the Intercreditor Agreement.

(vii)Such Grantor hereby irrevocably authorizes Collateral Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets or personal property of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates.  Such Grantor agrees to furnish any such information to Collateral Agent promptly upon request.  Such Grantor also hereby ratifies its authorization for Collateral Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

(viii)Such Grantor shall promptly, and in any event within five (5) Business Days after the same is acquired by it, notify Collateral Agent of any Commercial Tort Claim (as defined in the Code) acquired by it in excess of $250,000 and unless otherwise consented by Collateral Agent (which consent may be revoked), such Grantor shall enter into a supplement to this Agreement, granting to Collateral Agent a Lien in such commercial tort claim.

(ix)Each Grantor agrees to file all financing statements necessary to establish and maintain a valid, enforceable and perfected security interest in the Collateral.

(b)Maintenance of Records.  Such Grantor shall keep and maintain, at its own cost and expense, satisfactory and customary records of the Collateral, including a record of any and all payments received and any and all credits granted with respect to the Collateral and all other dealings with the Collateral.  Such Grantor shall mark its books and records pertaining to the Collateral to evidence this Agreement and the Liens granted hereby.  If any Grantor retains possession of any Instruments (including Intercompany Notes) with Collateral Agent’s consent, such Instruments (other than checks, but including Intercompany Notes) shall be marked with the following legend:  “This writing and the obligations evidenced or secured hereby are subject to the security interest of The Bank of New York, as Collateral Agent, for the benefit of Trustee and certain Noteholders.”

(c)Covenants Regarding Patent, Trademark and Copyright Collateral.

(i)Such Grantor shall notify Collateral Agent immediately if it knows or has reason to know that any application or registration relating to any Patent, Trademark or

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Copyright (now or hereafter existing) is reasonably likely to become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same.

(ii)In no event shall such Grantor, either directly or through any agent, employee, licensee or designee, file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving Collateral Agent prior written notice thereof, and, upon request of Collateral Agent, such Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Collateral Agent may reasonably request to evidence Collateral Agent’s Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby.

(iii)Such Grantor shall take all commercially reasonable actions necessary or requested by Collateral Agent to maintain and pursue (and not abandon) each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings, unless such Grantor shall determine that such Patent, Trademark or Copyright is not material to the conduct of its business.

(iv)In the event that any of the Patent, Trademark or Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, each Grantor shall comply with Section 5(a)(ix) of this Agreement.  Such Grantor shall, unless it shall reasonably determine that such infringement, misappropriation or dilution of Patent, Trademark or Copyright Collateral is in no way material to the conduct of its business or operations, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Collateral Agent shall reasonably deem appropriate under the circumstances to protect such Patent, Trademark or Copyright Collateral.

(d)Indemnification.  In any suit, proceeding or action brought by Collateral Agent relating to any Collateral for any sum owing with respect thereto or to enforce any rights or claims with respect thereto, such Grantor will save, indemnify and keep Collateral Agent, Trustee and Noteholders harmless from and against all expense (including reasonable attorneys’ fees and expenses), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of its Account Debtors or other Person obligated on the Collateral, arising out of a breach by such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from such Grantor, except in the case of Collateral Agent, Trustee or Noteholders, to the extent such expense, loss, or damage is attributable solely to the gross negligence or willful misconduct of Collateral Agent, Trustee or Noteholders as finally determined by a court

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of competent jurisdiction. All such obligations of each Grantor shall be and remain enforceable against and only against such Grantor and shall not be enforceable against Collateral Agent, Trustee and Noteholders.

(e)Compliance with Terms of Accounts, etc.  In all material respects, such Grantor will perform and comply with all obligations in respect of the Collateral and all other agreements to which it is a party or by which it is bound relating to the Collateral.

(f)Limitation on Liens on Collateral.  Such Grantor will not create, permit or suffer to exist, and will defend the Collateral against, and take such other action as is necessary to remove, any Lien on any of the Collateral except Permitted Liens, and will defend the right, title and interest of Collateral Agent in and to any of such Grantor’s rights under the Collateral against the claims and demands of all Persons whomsoever, except claims pursuant to the Permitted Liens.

(g)Limitations on Disposition.  Such Grantor will not sell, license, lease, transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so except as permitted by Section 4.10 of the Indenture.

(h)Further Identification of Collateral.  Such Grantor will, if so requested by Collateral Agent (but in no event more than once per Fiscal Year), furnish to Collateral Agent statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Collateral Agent may reasonably request, all in such detail as Collateral Agent may reasonably specify.  Grantor shall promptly notify Collateral Agent in writing upon acquiring any interest hereafter in property that is of a type where a security interest or Lien must be or may be registered, recorded or filed under, or notice thereof given under, any federal statute or regulation and that is not already covered by this Agreement.

(i)Notices.  Such Grantor will advise Collateral Agent promptly, in reasonable detail (i) of any Lien (other than Permitted Liens) or claim made or asserted against any of the Collateral, and (ii) of the occurrence of any other event which could reasonably be expected to have a Material Adverse Effect on the aggregate value of the Collateral or on the Liens created hereunder or under any other Security Document.

(j)Good Standing Certificates.  Not less frequently than once during each calendar year, such Grantor shall, unless Collateral Agent shall otherwise consent (which consent may be revoked), provide to Collateral Agent a certificate of good standing from its state of incorporation or organization.

(k)Organizational/Collateral Location Changes; No Reincorporation.  Such Grantor will give Collateral Agent prior written notice of any change required to be made to Schedule IIIA, Schedule IIIB, Schedule IIIC, Schedule IIID, Schedule IIIE, Schedule IIIF or Schedule IIIG.  Without limiting the prohibitions on mergers involving any Grantor as contained in the Indenture, none of the Grantors shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof without 30 days prior written notice to Collateral Agent.

(l)Terminations; Amendments Not Authorized.  Such Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with

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respect to any financing statement without the prior written consent of Collateral Agent and agrees that it will not do so without the prior written consent of Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the Code.

(m)Authorized Terminations.  Collateral Agent will promptly deliver to such Grantor for filing or authorize such Grantor to prepare and file termination statements and releases in accordance with Section 10.10 of the Indenture.

6.BANK ACCOUNTS; COLLECTION OF ACCOUNTS AND PAYMENTS

Prior to the Discharge of Senior Lender Claims, each Grantor shall use its commercially reasonable efforts to enter into a control agreement with each bank or financial institution holding a Deposit Account (other than a payroll account which is a zero balance account) for such Grantor establishing the Collateral Agent’s control within the meaning of Section 9-104 of the Code if such an agreement has been established for the benefit of the Agent and the Lenders.  Following the Discharge of Senior Lender Claims, no Grantor shall establish any Deposit Account (other than a payroll account which is a zero balance account) with any bank or financial institution unless prior thereto Collateral Agent and such Grantor shall have entered into a control agreement satisfactory to Collateral Agent with such bank or financial institution.  For the avoidance of doubt, no Grantor shall be obligated to enter into a lockbox agreement for the benefit of Collateral Agent, and any lockbox agreement of Grantor existing in favor of Agent shall not be for the benefit of Collateral Agent.

Subject to the foregoing and the terms of the Intercreditor Agreement, each Grantor hereby agrees that all payments received by Collateral Agent whether by cash, check, wire transfer or any other instrument, made to such Deposit Accounts or otherwise received by Collateral Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Noteholders.  Each Grantor, and any of its Affiliates, employees, agents and other Persons acting for or in concert with such Grantor shall, acting as trustee for Collateral Agent, receive, as the sole and exclusive property of Collateral Agent, Trustee and Noteholders, any moneys, checks, notes, drafts or other payments relating to and/or constituting proceeds of Accounts or other Collateral which come into the possession or under the control of such Grantor or any Affiliates, employees, agent, or other Persons acting for or in concert with such Grantor, and immediately upon receipt thereof, such Grantor or such Persons shall deposit the same or cause the same to be deposited in kind, in a Deposit Account or other account subject to a blocked account, lockbox or similar agreement satisfactory to Collateral Agent.

Following the Discharge of Senior Lender Claims, each Grantor shall close each of its Deposit Accounts (and promptly establish replacement deposit accounts with a financial institution which has executed, or is willing to execute, a Bank Agency and Control Agreement) maintained with any financial institution which is the subject of a notice from Collateral Agent that the creditworthiness of such financial institution or any of its affiliates is no longer acceptable to Collateral Agent, or that the operating performance, funds transfer or availability procedures or performance with respect to any blocked account, lockbox or similar agreement of such financial institution is no longer acceptable in Collateral Agent’s reasonable judgment.

7.COLLATERAL AGENT’S APPOINTMENT AS ATTORNEY-IN-FACT

On the Closing Date each Grantor shall execute and deliver to Collateral Agent a power of attorney (the “Power of Attorney”) substantially in the form attached hereto as Exhibit A.  The

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power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Termination Date.  The powers conferred on Collateral Agent, for the benefit of Trustee and Noteholders, under the Power of Attorney are solely to protect Collateral Agent’s interests (for the benefit of Trustee and Noteholders) in the Collateral and shall not impose any duty upon Collateral Agent to exercise any such powers.  Collateral Agent agrees that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing, and (b) Collateral Agent shall account for any moneys received by Collateral Agent in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney provided that Collateral Agent shall not have any duty as to any Collateral, and Collateral Agent shall be accountable only for amounts it actually receives as a result of the exercise of such powers.  NEITHER THE COLLATERAL AGENT NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.  The Collateral Agent shall not exercise the power of attorney in a manner inconsistent with the Intercreditor Agreement.

8.REMEDIES:  RIGHTS UPON DEFAULT

(a)In addition to all other rights and remedies granted to it under this Agreement, the Indenture and under any other instrument or agreement securing, evidencing or relating to any of the Second Priority Lien Obligations, if any Event of Default shall have occurred and be continuing, Collateral Agent may, subject to the terms of the Intercreditor Agreement, exercise all rights and remedies of a secured party under the Code.  Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Collateral Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith (personally or through its agents) enter upon the premises where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice and opportunity for a hearing on Collateral Agent’s claim or action and may take possession of, collect, receive, assemble, process, appropriate, remove and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk.  Collateral Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Trustee and Noteholders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases.  Such sales may be adjourned and continued from time to time with or without notice.  Collateral Agent shall have the right to conduct such sales on each

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Grantor’s premises or elsewhere and shall have the right to use each Grantor’s premises without charge for such time or times as Collateral Agent deems necessary or advisable.

If any Event of Default shall have occurred and be continuing, each Grantor further agrees, at Collateral Agent’s request, subject to the terms of the Intercreditor Agreement, to assemble the Collateral and make it available to Collateral Agent at a place or places designated by Collateral Agent which are reasonably convenient to Collateral Agent and such Grantor, whether at such Grantor’s premises or elsewhere.  Without limiting the foregoing, Collateral Agent shall, subject to the terms of the Intercreditor Agreement, also have the right to require that each Grantor store and keep any Collateral pending further action by Collateral Agent, and while Collateral is so stored or kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain Collateral in good condition.  Until Collateral Agent is able to effect a sale, lease, license or other disposition of Collateral, Collateral Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Collateral Agent.  Collateral Agent shall not have any obligation to any Grantor to maintain or preserve the rights of any Grantor as against third parties with respect to Collateral while Collateral is in the possession of Collateral Agent.  Collateral Agent may, subject to the terms of the Intercreditor Agreement, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Collateral Agent’s remedies (for the benefit of Trustee and Noteholders), with respect to such appointment without prior notice or hearing as to such appointment.  To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Collateral Agent, Trustee and Noteholders arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Collateral Agent, Trustee or Noteholders as finally determined by a court of competent jurisdiction.  Each Grantor agrees that ten (10) days prior notice by Collateral Agent of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters.  Notwithstanding any such notice of sale, Collateral Agent shall not be obligated to make any sale of Collateral.  In connection with any sale, lease, license or other disposition of Collateral, Collateral Agent may disclaim any warranties that might arise in connection therewith and Collateral Agent shall have no obligation to provide any warranties at such time.  Each Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Second Priority Lien Obligations, including any attorneys’ fees or other expenses incurred by Collateral Agent to collect such deficiency.

(b)Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Agreement or any Collateral.

(c)To the extent that applicable law imposes duties on Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Collateral Agent (i) to fail to incur expenses reasonably deemed significant by Collateral Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (ii) if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be

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collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure Collateral Agent against risks of loss, collection or disposition of Collateral or to provide to Collateral Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Collateral Agent in the collection or disposition of any of the Collateral.  Each Grantor acknowledges that the purpose of this Section 8(c) is to provide non-exhaustive indications of what actions or omissions by Collateral Agent would be commercially reasonable in Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by Collateral Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 8(c).  Without limitation upon the foregoing, nothing contained in this Section 8(c) shall be construed to grant any rights to any Grantor or to impose any duties on Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section 8(c).

(d)Collateral Agent shall not be required to make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Second Priority Lien Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof.  Collateral Agent shall not be required to marshal the Collateral or any guarantee of the Second Priority Lien Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its and their rights hereunder or under any other Security Document shall be cumulative.  To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against Collateral Agent, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Agreement, or otherwise.

(e)Subject to the terms of the Intercreditor Agreement, if the Collateral Agent collects any money pursuant to this Section 8, it shall pay out the money in the following order:

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First, to the Collateral Agent, its agents and attorneys for amounts due under Section 28, including payment of all compensation, expense and liabilities incurred, and all advances made by the Collateral Agent and the costs and expenses and collection, and

Second, to the Trustee for application and distribution in accordance with the Indenture.

9.GRANT OF LICENSE TO USE INTELLECTUAL PROPERTY COLLATERAL

For the purpose of enabling Collateral Agent to exercise rights and remedies under Section 8 hereof (including, without limiting the terms of Section 8 hereof, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of Collateral) at such time as Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to Collateral Agent, for the benefit of Trustee and Noteholders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and an irrevocable license (exercisable without payment of rent or other compensation to such Grantor) to use and occupy all real estate owned or leased by such Grantor; provided, however, that if and to the extent that the grant of license to Collateral Agent would result in a violation of any agreements relating to the Intellectual Property or the real estate or cause any such agreement to be void or voidable, the license granted hereunder shall be deemed limited to only such license or rights as Grantors may be authorized to give without consent under such agreements without breaching or voiding such agreements.

10.LIMITATION ON COLLATERAL AGENT’S DUTY IN RESPECT OF COLLATERAL

Collateral Agent shall use reasonable care with respect to the Collateral in its possession or under its control.  Collateral Agent shall not have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of Collateral Agent, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.  Collateral Agent shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other agent or bailee selected by Collateral Agent in good faith.

11.REINSTATEMENT

This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Second Priority Lien Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Second Priority Lien Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made.  In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the

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Second Priority Lien Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

12.SURETYSHIP WAIVERS BY GRANTOR; OBLIGATIONS ABSOLUTE

(a)Except as expressly provided herein, each Grantor waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description thereof, all in such manner and at such time or times as Collateral Agent may deem advisable.  Collateral Agent shall have no duty as to the collection or protection of the Collateral or any income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation of any rights pertaining thereto beyond the safe custody thereof.

(b)All rights of Collateral Agent hereunder, the security interests and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any Security Document, any agreement with respect to any of the Second Priority Lien Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Second Priority Lien Obligations, or any other amendment or waiver of or any consent to any departure from the Indenture, any other Security Document, or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from or any acceptance of partial payment thereon and or settlement, compromise or adjustment of any Second Priority Lien Obligation or of any guarantee, securing or guaranteeing all or any of the Second Priority Lien Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, such Grantor in respect of the Second Priority Lien Obligations or this Agreement.

13.EXPENSES AND ATTORNEY’S FEES

Without limiting any Grantor’s obligations under the Indenture or the other Security Documents, Grantors agree, jointly and severally, to promptly pay all fees, costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with (a) protecting, storing, warehousing, appraising, insuring, handling, maintaining and shipping the Collateral, (b) creating, perfecting, maintaining and enforcing Collateral Agent’s Liens and (c) collecting, enforcing, retaking, holding, preparing for disposition, processing and disposing of Collateral.

14.NOTICES

Any notice or other communication required shall be in writing addressed to the respective party as set forth below and may be personally served, telecopied, sent by overnight courier service or U.S. mail and shall be deemed to have been given:  (a) if delivered in person, when delivered; (b) if delivered by fax, on the date of transmission if transmitted on a Business Day before 4:00 p.m. New York time;(c) if delivered by overnight courier, one (1) Business Day after delivery to the courier properly addressed; or (d) if delivered by U.S. mail, four (4) Business Days after deposit with postage prepaid and properly addressed.

Notices shall be addressed as follows:

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If to any Grantor:	c/o Dayton Superior Corporation
	777 Washington Village Drive, Suite 130
	Dayton, Ohio 45459
	Attn:  Edward Puisis
	Fax No.:  (937) 428-9115
With a copy to:	LATHAM & WATKINS LLP
	885 Third Avenue, Suite 1000
	New York, New York  10022
	Attn:  Kirk Davenport, Esq.
	Fax:  (212) 751-4864
If to Trustee	THE BANK OF NEW YORK
	101 Barclay Street – 8W
	New York, New York 10286
	Attention: Corporate Trust Administration
	Facsimile: (212) 815-5707

15.SEVERABILITY

The invalidity, illegality, or unenforceability in any jurisdiction of any provision under the Indenture or this Agreement shall not affect or impair the remaining provisions in the Indenture or this Agreement.

16.NO WAIVER; CUMULATIVE REMEDIES

Collateral Agent shall not, by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, and no waiver shall be valid unless in writing, signed by Collateral Agent and then only to the extent therein set forth.  A waiver by Collateral Agent of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that Collateral Agent would otherwise have had on any future occasion.  No failure to exercise nor any delay in exercising on the part of Collateral Agent or Trustee, any right, power or privilege hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or future exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies hereunder provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law.  None of the terms or provisions of this Agreement may be waived, altered, modified or amended except by an instrument in writing, duly executed by Collateral Agent and each Grantor, the Collateral Agent and the Trustee (acting in accordance with the Indenture).

17.LIMITATION BY LAW

All rights, remedies and powers provided in this Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Agreement invalid, unenforceable, in whole or in part, or not entitled to be recorded, registered or filed under the provisions of any applicable law.

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18.TERMINATION OF THIS AGREEMENT

Subject to Section 11 hereof, this Agreement shall terminate upon the Termination Date. Following the termination of this agreement, Collateral Agent shall, upon reasonable request, and at the sole cost and expense of Grantors, execute such termination statements and other releases (in form and substance reasonably satisfactory to Collateral Agent) with respect to security granted hereunder, and Collateral Agent shall at such time transfer any Instrument or Chattel Paper or other item of Collateral delivered to the Collateral Agent hereunder to the Grantors, without recourse and without representation of warranty.

19.SUCCESSORS AND ASSIGNS

This Agreement and all obligations of each Grantor hereunder shall be binding upon the successors and permitted assigns of such Grantor (including any debtor-in-possession on behalf of such Grantor) and shall, together with the rights and remedies of Collateral Agent, for the benefit of Trustee and Noteholders, hereunder, inure to the benefit of Trustee and Noteholders, all future holders of any instrument evidencing any of the Second Priority Lien Obligations and their respective successors and permitted assigns except that Grantors may not assign any of their rights or obligations hereunder without the written consent of the Collateral Agent and Trustee (acting in accordance with the provisions of the Indenture) which assignment without such consent shall be void.  No sales of participations, other sales, assignments, transfers or other dispositions of any agreement governing or instrument evidencing the Second Priority Lien Obligations or any portion thereof or interest therein shall in any manner impair the Lien granted to Collateral Agent, for the benefit of Trustee and Noteholders, hereunder.

20.COUNTERPARTS

This Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one in the same instrument.  This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto.

21.GOVERNING LAW

(a)THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES WHICH SHALL BE DEEMED NOT TO INCLUDE SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b)EACH GRANTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK COUNTY, STATE OF NEW YORK AND IRREVOCABLY AGREES THAT, SUBJECT TO COLLATERAL AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER SECURITY DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS.  EACH GRANTOR EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS.  EACH

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GRANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESSMAY BE MADE UPON SUCH GRANTOR BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH GRANTOR, AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICESO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.  IN ANY LITIGATION, TRIAL, ARBITRATION OR OTHER DISPUTE RESOLUTION PROCEEDING RELATING TO THIS AGREEMENT OR ANY OF THE OTHER SECURITY DOCUMENTS, ALL THEN CURRENT DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF GRANTORS, CREDIT PARTIES OR ANY OF THEIR RESPECTIVE SUBSIDIARIES SHALL BE DEEMED TO BE EMPLOYEES OR MANAGING AGENTS OF GRANTORS OR SUCH CREDIT PARTIES FOR PURPOSES OF ALL APPLICABLE LAW OR COURT RULES REGARDING THE PRODUCTION OF WITNESSES BY NOTICE FOR TESTIMONY (WHETHER IN A DEPOSITION, AT TRIAL OR OTHERWISE).  GRANTORS AND CREDIT PARTIES AGREE THAT COLLATERAL AGENT’S OR TRUSTEE’S COUNSEL IN ANY SUCH DISPUTE RESOLUTION PROCEEDING MAY EXAMINE ANY OF THESE INDIVIDUALS AS IF UNDER CROSS-EXAMINATION AND THAT ANY DISCOVERY DEPOSITION OF ANY OF THEM MAY BE USED IN THAT PROCEEDING AS IF IT WERE AN EVIDENCE DEPOSITION.  GRANTORS AND CREDIT PARTIES IN ANY EVENT WILL USE ALL COMMERCIALLY REASONABLE EFFORTS TO PRODUCE IN ANY SUCH DISPUTE RESOLUTION PROCEEDING, AT THE TIME AND IN THE MANNER REQUESTED BY COLLATERAL AGENT, ALL PERSONS, DOCUMENTS (WHETHER IN TANGIBLE, ELECTRONIC OR OTHER FORM) OR OTHER THINGS UNDER THEIR CONTROL AND RELATING TO THE DISPUTE.

22.WAIVER OF JURY TRIAL

EACH GRANTOR HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SECURITY AGREEMENT AND THE OTHER SECURITY DOCUMENTS.  EACH GRANTOR ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, AND THAT COLLATERAL AGENT HAS RELIED ON THE WAIVER IN ENTERING INTO THIS SECURITY AGREEMENT AND THE OTHER SECURITY DOCUMENTS AND WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.  EACH GRANTOR WARRANTS AND REPRESENTS THAT SUCH GRANTOR HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT SUCH GRANTOR KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

23.HEADINGS

Section and subsection headings are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purposes or be given substantive effect.

24.NO STRICT CONSTRUCTION

The parties hereto have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be

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construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

25.ADVICE OF COUNSEL

Each of the parties represents to each other party hereto that it has discussed this Agreement and, specifically, the provisions of Section 21 and Section 22, with its counsel.

26.BENEFIT OF LIENS

All Liens granted or contemplated hereby shall be for the benefit of Collateral Agent, Trustee and Noteholders, and all proceeds or payments realized from Collateral in accordance herewith shall be applied to the Second Priority Lien Obligations in accordance with the terms of the Intercreditor Agreement, Indenture and the Security Documents.

27.INTERCREDITOR AGREEMENT

Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder, in each case in respect of any collateral constituting Noteholder Collateral (as defined in the Intercreditor Agreement) are subject in all respects to the provisions of the Intercreditor Agreement.  In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern  No failure to specify or preface any clause herein with the words “subject to the terms of the Intercreditor Agreement” or words of like import shall be deemed to imply that any such clause or any right or remedy of the Collateral Agent hereunder is not subject in all respects to the terms and provisions of the Intercreditor Agreement.

28.COLLATERAL AGENCY

The Trustee hereby designates and appoints the Collateral Agent to act as the Collateral Agent under the Security Documents, and authorizes the Collateral Agent to take such actions on its behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto.  The rights, duties and obligations of the Collateral Agent with respect to the Trustee and the Noteholders shall be identical to the rights, duties and obligations of the Trustee with respect to the Noteholders as specified in Article 7 of the Indenture (including but not limited to Section 7.07 of the Indenture), mutatis mutandis.  Notwithstanding any provision to the contrary in any Security Document, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth in the Security Documents, and no implied covenants, functions or responsibilities, fiduciary or otherwise, shall be read into any of the Security Documents or otherwise exist against the Collateral Agent.  Notwithstanding any provision to the contrary in any Security Document, the Collateral Agent shall not be required to exercise any discretionary rights or remedies under any of the Security Documents or give any consent under any of the Security Documents or enter into any agreement amending, modifying, supplementing or waiving any provision of any Security Document unless it shall have been directed to do so by the Trustee (with the consent of the Noteholders, to the extent required under the Indenture).

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

DAYTON SUPERIOR CORPORATION,
as a Grantor
By:	/s/ Edward J. Puisis
	Name: Edward J. Puisis
	Title:Vice President and Chief Financial Officer
AZTEC CONCRETE ACCESSORIES, INC.,
as a Grantor
By:	/s/ Edward J. Puisis
Name: Edward J. Puisis
Title:  Vice President and Chief Financial
	Officer
DAYTON SUPERIOR SPECIALTY CHEMICAL CORP.,
as a Grantor
By:	/s/ Edward J. Puisis
Name: Edward J. Puisis
Title:  Vice President and Chief Financial
	Officer
DUR-O-WAL, INC.,
as a Grantor
By:	/s/ Edward J. Puisis
Name: Edward J. Puisis
Title:  Vice President and Chief Financial
	Officer
SOUTHERN CONSTRUCTION PRODUCTS, INC.,
as a Grantor
By:	/s/ Edward J. Puisis
Name: Edward J. Puisis
Title:  Vice President and Chief Financial
	Officer

SIGNATURE PAGE TO DAYTON SECURITY AGREEMENT

SYMONS CORPORATION,
as a Grantor
By:	/s/ Edward J. Puisis
Name: Edward J. Puisis
Title:  Vice President and Chief Financial
	Officer
TREVECCA HOLDINGS, INC.,
as a Grantor
By:	/s/ Edward J. Puisis
	Name:  Edward J. Puisis
	Title:    Vice President and Chief Financial Officer
THE BANK OF NEW YORK,
as Trustee
By:	/s/ Cynthia Chaney
	Name:  Cynthia Chaney
	Title:    Vice President
THE BANK OF NEW YORK,
as Collateral Agent
By:	/s/ Cynthia Chaney
	Name:  Cynthia Chaney
	Title:    Vice President

[SIGNATURE PAGE TO DAYTON SECURITY AGREEMENT]

EXHIBIT A

POWER OF ATTORNEY

This Power of Attorney is executed and delivered by each of DAYTON SUPERIOR CORPORATION, AZTEC CONCRETE ACCESSORIES, INC., DAYTON SUPERIOR SPECIALTY CHEMICAL CORP., DUR-O-WAL, INC., SOUTHERN CONSTRUCTION PRODUCTS, INC., SYMONS CORPORATION and TREVECCA HOLDINGS, INC. (referred to herein individually as “Grantor” and collectively as “Grantors”) to THE BANK OF NEW YORK (hereinafter referred to as “Attorney”), as collateral agent under that certain Second Amended and Restated Security Agreement, dated as of January 30, 2004, by and among Grantors, The Bank Of New York, as collateral agent, and The Bank Of New York, as trustee.  No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from any Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and each Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity which acts in reliance upon or acknowledges the authority granted under this Power of Attorney.  The power of attorney granted hereby is coupled with an interest, and may not be revoked or canceled by any Grantor without Attorney’s written consent.

Each Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as such Grantor’s true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Security Documents upon the occurrence and during the continuance of an Event of Default as defined and described in the Security Documents.  Without limiting the generality of the foregoing, each Grantor hereby grants to Attorney the power and right, on behalf of such Grantor, without notice to or assent by any Grantor, and at any time, to do the following upon the occurrence and during the continuance of an Event of Default:  (a) change the mailing address of such Grantor, open a post office box on behalf of such Grantor, open mail for such Grantor, and ask, demand, collect, give acquittances and receipts for, take possession of, endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices in connection with any property of such Grantor; (b) effect any repairs to any asset of such Grantor, or continue or obtain any insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions with respect to such policies; (c) pay or discharge any taxes, liens, security interests, or other encumbrances levied or placed on or threatened against such Grantor or its property; (d) defend any suit, action or proceeding brought against such Grantor if such Grantor does not defend such suit, action or proceeding or if Attorney believes that such Grantor is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (e) file or prosecute any claim, litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due to such Grantor whenever payable and to enforce any other right in respect of such Grantor’s property; (f) cause the certified public accountants then engaged by such Grantor to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, the following reports:  (1) a reconciliation of all accounts, (2) an aging of all accounts, (3) trial balances, (4) test verifications of such accounts as Attorney may request, and (5) the results of each physical verification of inventory; (g) communicate in its own name with any

party to any  Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts and other matters relating thereto; (h) to file such financing statements with respect to the Security Agreement, with or without such Grantor’s signature, or to file a photocopy of the Security Agreement in substitution for a financing statement, as Attorney may deem appropriate and to execute in such Grantor’s name such financing statements and amendments thereto and continuation statements which may require such Grantor’s signature; (i) execute, in connection with any sale provided for in any Security Document, any endorsements, assignments or other instruments of conveyance or transfer with respect to any collateral subject to the Security Documents and to otherwise direct such sale or resale; (j) exercise the rights of such Grantor with respect to the obligation of all account debtors to make payment or otherwise render performance to such Grantor; (k) exercise the rights of such Grantor to, and take any and all actions that Attorney deems appropriate to realize the benefit of, any intellectual property; and (l) assert any claims such Grantor may have, from time to time, against any other party to any contract to which such Grantor is a party and to otherwise exercise any right or remedy of such Grantor thereunder, all as though Attorney were the absolute owner of the property of such Grantor for all purposes, and to do, at Attorney’s option and such Grantor’s expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon such Grantor’s property or assets and Attorney’s Liens thereon, all as fully and effectively as such Grantor might do.  Each Grantor hereby ratifies, to the extent permitted by law, all that said Attorney shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney is executed by each Grantor pursuant to the authority of its board of directors on this 30th day of  January, 2004.

DAYTON SUPERIOR CORPORATION
By:	/s/ Edward J. Puisis
	Name: Edward J. Puisis
	Title:  Vice President and Chief Financial Officer
AZTEC CONCRETE ACCESSORIES, INC.
By:	/s/ Edward J. Puisis
	Name: Edward J. Puisis
	Title:  Vice President and Chief Financial  Officer
DAYTON SUPERIOR SPECIALTY CHEMICAL CORP.
By:	/s/ Edward J. Puisis
	Name: Edward J. Puisis
	Title:  Vice President and Chief Financial Officer
DUR-O-WAL, INC.
By:	/s/ Edward J. Puisis
	Name: Edward J. Puisis
	Title:  Vice President and Chief Financial Officer
SOUTHERN CONSTRUCTION PRODUCTS, INC.
By:	/s/ Edward J. Puisis
	Name: Edward J. Puisis
	Title:  Vice President and Chief Financial Officer

SYMONS CORPORATION
By:	/s/ Edward J. Puisis
	Name: Edward J. Puisis
	Title:  Vice President and Chief Financial  Officer
TREVECCA HOLDINGS, INC.
By:	/s/ Edward J. Puisis
	Name: Edward J. Puisis
	Title:  Vice President and Chief Financial  Officer

EXHIBIT B

DEFINITIONS

“Accounts” means all “accounts,” as such term is defined in the Code, now owned or hereafter acquired by any Grantor, including (a) all accounts receivable, other receivables, Rentals, book debts and other forms of obligations (other than, except in the case of Rentals, forms of obligations evidenced by Chattel Paper or Instruments), (including any such obligations that may be characterized as an account or contract right under the Code), (b) all of each Grantor’s rights in, to and under all purchase orders or receipts for goods or services, (c) all of each Grantor’s rights to any goods represented by any of the foregoing (including unpaid sellers’ rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), (d) all rights to payment due to any Grantor for property sold, leased, licensed, assigned or otherwise disposed of, for a policy of insurance issued or to be issued, for a secondary obligation incurred or to be incurred, for energy provided or to be provided, for the use or hire of a vessel under a charter or other contract, arising out of the use of a credit card or charge card, or for services rendered or to be rendered by such Grantor or in connection with any other transaction (whether or not yet earned by performance on the part of such Grantor), (e) all healthcare insurance receivables, and (f) all collateral security of any kind, now or hereafter in existence, given by any Account Debtor or other Person with respect to any of the foregoing.

“Account Debtor” means any Person who may become obligated to any Grantor under, with respect to, or on account of, an Account, Chattel Paper or General Intangibles (including a payment intangible).

“Cash Equivalents” means:  (i) marketable securities (A) issued or directly and unconditionally guaranteed as to interest and principal by the United States government or (B) issued by any agency of the United States government the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one (1) year after acquisition thereof; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after acquisition thereof and having, at the time of acquisition, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iii) commercial paper maturing no more than one year from the date of acquisition and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iv) certificates of deposit or bankers’ acceptances issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that is at least (A) ”adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (B) has Tier 1 capital (as defined in such regulations) of not less than $250,000,000, in each case maturing within one year after issuance or acceptance thereof; and (v) shares of any money market mutual or similar funds that (A) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) through (iv) above, (B) has net assets of not less than $500,000,000 and (C) has the highest rating obtainable from either S&P or Moody’s.

“Chattel Paper” means any “chattel paper,” as such term is defined in the Code, including electronic chattel paper, now owned or hereafter acquired by any Grantor, wherever located.

“Code” means the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the State of  New York; provided, that to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or

priority of, or remedies with respect to, Collateral Agent’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.

“Contractual Obligations” means, as applied to any Person, any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Copyright Security Agreements” means that certain Copyright Security Agreements made in favor of Collateral Agent, on behalf of Trustee and Noteholders, by each applicable Grantor.

“Copyrights” means all of the following now owned or hereafter adopted or acquired by any Grantor:  (a) all copyrights and General Intangibles of like nature (whether registered or unregistered), all registrations and recordings thereof, and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office or in any similar office or agency of the United States, any state or territory thereof, or any other country or any political subdivision thereof; and (b) all reissues, extensions or renewals thereof.

“Discharge of Senior Lender Claims” shall have the meaning assigned to it in the Intercreditor Agreement.

“Documents” means any “document,” as such term is defined in the Code, including electronic documents, now owned or hereafter acquired by any Grantor, wherever located.

“General Intangibles” means “general intangibles,” as such term is defined in the Code, now owned or hereafter acquired by any Grantor, including all right, title and interest that such Grantor may now or hereafter have in or under any Contractual Obligation, all payment intangibles, customer lists, Licenses, Copyrights, Trademarks, Patents, and all applications therefor and reissues, extensions or renewals thereof, rights in Intellectual Property, interests in partnerships, joint ventures and other business associations, licenses, permits, copyrights, trade secrets, proprietary or confidential information, inventions (whether or not patented or patentable), technical information, procedures, designs, knowledge, know-how, software, data bases, data, skill, expertise, experience, processes, models, drawings, materials and records, goodwill (including the goodwill associated with any Trademark or Trademark License), all rights and claims in or under insurance policies (including insurance for fire, damage, loss and casualty, whether covering personal property, real property, tangible rights or intangible rights, all liability, life, key man and business interruption insurance, and all unearned premiums), uncertificated securities, chooses in action, deposit, checking and other bank accounts, rights to receive tax refunds and other payments, rights to receive dividends, distributions, cash, Instruments and other property in respect of or in exchange for pledged Stock and Investment Property, rights of indemnification, all books and records, correspondence, credit files, invoices and other papers, including all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Grantor or any computer bureau or service company from time to time acting for such Grantor.

“Goods” means any “goods,” as such term is defined in the Code, now owned or hereafter acquired by any Grantor, wherever located, including embedded software to the extent included in “goods” as defined in the Code, manufactured homes, standing timber that is cut and removed for sale and unborn young of animals.

“Instruments” means all “instruments,” as such term is defined in the Code, now owned or hereafter acquired by any Grantor, wherever located, and, in any event, including all certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness, other than instruments that constitute, or are a part of a group of writings that constitute, Chattel Paper.

“Intellectual Property” means any and all Licenses, Patents, Copyrights, Trademarks, and the goodwill associated with such Trademarks.

“Intercompany Notes” means any demand note evidencing loans and advances made by Borrower to any Grantor or by any Grantor to Borrower.

“Inventory” means any “inventory,” as such term is defined in the Code, now owned or hereafter acquired by any Grantor, wherever located, including inventory, merchandise, goods and other personal property that are held by or on behalf of any Grantor for sale or lease (or that are being leased and located within a state of the United States of America) or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, supplies or materials of any kind, nature or description used or consumed or to be used or consumed in such Grantor’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software.

“Investment Property” means all “investment property,” as such term is defined in the Code now owned or hereafter acquired by any Grantor, wherever located, including:  (i) all securities, whether certificated or uncertificated, including stocks, bonds, interests in limited liability companies, partnership interests, treasuries, certificates of deposit, and mutual fund shares; (ii) all securities entitlements of any Grantor,  including the rights of such Grantor to any securities account and the financial assets held by a securities intermediary in such securities account and any free credit balance or other money owing by any securities intermediary with respect to that account; (iii) all securities accounts of any Grantor; (iv) all commodity contracts of any Grantor; and (v) all commodity accounts held by any Grantor.

“License” means any Copyright License, Patent License, Trademark License or other license of rights or interests now held or hereafter acquired by any Grantor.

“Material Adverse Effect” means a material adverse effect on the financial condition, Collateral, operations, industry, or business of Grantors, taken as a whole.

“Patent Security Agreement” means that certain Patent Security Agreement, dated as of January 30, 2004, made in favor of Collateral Agent, on behalf of Trustee and Noteholders, by each applicable Grantor.

“Patents” means all of the following in which any Grantor now holds or hereafter acquires any interest:  (a) all letters patent of the United States or any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or of any other country, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State or any other country, and (b) all reissues, continuations, continuations-in-part or extensions thereof.

“Rentals” means rental payments due to Borrower for any Domestic Subsidiary from the rental of Inventory owned by Borrower or such Domestic Subsidiary.

“Termination Date” means the date on which (a) the Notes have been repaid in full, (b) all other Obligations under the Indenture and the other Security Documents (other than contingent indemnification

Obligations to the extent no claim has been asserted) have been completely discharged, (c) Borrower shall not have any further right to borrow any monies under the Agreement.

“Trademarks” means all of the following now owned or hereafter adopted or acquired by any Grantor:  (a) all trademarks, trade names, corporate names, business names, trade styles, service marks, logos, internet domain names, other source or business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles of like nature (whether registered or unregistered), all registrations and recordings thereof, and all applications in connection therewith, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state or territory thereof, or any other country or any political subdivision thereof; (b) all reissues, extensions or renewals thereof; and (c) all goodwill associated with or symbolized by any of the foregoing.

“Trademark Security Agreement” means that certain Trademark Security Agreement, dated as of January 30, 2004,  made in favor of Collateral Agent, on behalf of Trustee and Noteholders, by each applicable Grantor.

EX-4.11

Exhibit 4.11

DAYTON SUPERIOR CORPORATION

TREVECCA HOLDINGS, INC.

(“PLEDGORS”)

AND

THE BANK OF NEW YORK,

AS COLLATERAL AGENT AND TRUSTEE

SECOND AMENDED AND RESTATED
PLEDGE AGREEMENT

CONTENTS

Clause
1.	Definitions
	1.1	Definition of Terms Used Herein Generally
	1.2	Rules of Interpretation
2.	Pledge
	2.1	Grant of Security Interest
	2.2	Description of Pledged Collateral
	2.3	Delivery of Certificates, Instruments, Etc.
	2.4	Registration
	2.5	Authorization to File Financing Statements
3.	Representations and Warranties of Pledgor
	3.1	Pledgor’s Legal Status
	3.2	Pledgor’s Legal Name
	3.3	Pledgor’s Locations
	3.4	Authority; Binding Obligation; No Conflict
	3.5	Title to Collateral
	3.6	Pledged Collateral
	3.7	Percentage Ownership
	3.8	All of Pledgor’s Interests
	3.9	Due Authorization, Etc., of Stock; Not Margin Stock
	3.10	Required Consents
	3.11	Nature of Security Interest
	3.12	Partnership Interests
	3.13	Limited Liability Company Interests
4.	Covenants of Pledgor
	4.1	Pledgor’s Legal Status
	4.2	Pledgor’s Name
	4.3	Pledgor’s Organizational Number
	4.4	Locations
	4.5	Title to Collateral
	4.6	Taxes
	4.7	Further Assurances
5.	Voting Rights and Certain Payments Prior to Event of Default
	5.1	Voting Rights and Ordinary Payments Prior to an Event of Default

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	5.2	Extraordinary Payments and Distributions
	5.3	Voting Rights and Ordinary Payments After an Event of Default
6.	All Payments in Trust
7.	Expenses
8.	Remedies
	8.1	Disposition Upon Default and Related Provisions
	8.2	Collateral Agent Appointed Attorney-in-Fact
	8.3	Collateral Agent’s Duties of Reasonable Care
	8.4	Indemnification
	8.5	Prior Recourse
	8.6	Collateral Agent May Perform
9.	Suretyship Waivers by Pledgor; Obligations Absolute
10.	Marshalling
11.	Proceeds of Dispositions
12.	Reinstatement
13.	Miscellaneous
	13.1	Notices
	13.2	GOVERNING LAW; CONSENT TO JURISDICTION
	13.3	WAIVER OF JURY TRIAL, ETC.
	13.4	Counterparts; Effectiveness
	13.5	Headings
	13.6	No Strict Construction
	13.7	Severability
	13.8	Survival of Agreement
	13.9	Binding Effect; Several Agreement
	13.10	No Waiver; Cumulative Remedies
	13.11	Limitation by Law
	13.12	Termination of this Agreement
	13.13	Intercreditor Agreement
	13.14	Advice of Counsel
	13.15	Collateral Agency

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SECOND AMENDED AND RESTATED PLEDGE AGREEMENT

This SECOND AMENDED AND RESTATED PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of January 30, 2004, amends and restates that certain Amended and Restated Security Agreement, originally dated June 16, 2000 and amended and restated on June 9, 2003 (the “Existing Pledge Agreement”) and is by and among DAYTON SUPERIOR CORPORATION, a Ohio corporation, and TREVECCA HOLDINGS, INC., a Delaware corporation (each referred to herein individually as a “Pledgor” and collectively as “Pledgors”), THE BANK OF NEW YORK (the “Collateral Agent”), as successor to Deutsche Bank Trust Company Americas as Collateral Agent under the Existing Security Agreement and THE BANK OF NEW YORK (the “Trustee”), as trustee for the beneficial holders (the “Noteholders”) under that certain Indenture, dated as of June 9, 2003, by and among Borrower, the Obligors parties thereto as Guarantors and The Bank Of New York, governing the rights and duties of Borrower under 10 ¾% Senior Second Secured Notes due 2008 in the initial aggregate principal amount of $165,000,000 (the “Indenture”).

WHEREAS:

A.The Existing Pledge Agreement provides for an assignment, pledge and grant of a security interest in certain collateral in favor of Deutsche Bank Trust Company Americas, as collateral agent for the benefit of the Noteholders (as that term is defined therein), the Trustee and for the benefit of the Lender Creditors, the Other Creditors and Additional First Lien Creditors (as each term is defined therein) and Deutsche Bank Trust Company Americas, as administrative agent;

B.In connection with the repayment of that certain Credit Agreement (the “DB Credit Agreement”), dated as of June 16, 2000, among Company, the Guarantors, the lenders party thereto in their capacities as lenders and Deutsche Bank Trust Company Americas as administrative agent, the Company and Guarantors have entered into that certain Credit Agreement, dated as of the date hereof (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among Company, Guarantors General Electric Capital Corporation, in its capacity as Agent for itself and Lenders from time to time party to the Credit Agreement (the “Agent”);

C.Deutsche Bank Trust Company Americas, as collateral agent under the Existing Security Agreement, has resigned pursuant to a payoff letter of even date herewith and is being replaced as collateral agent hereunder by the Collateral Agent;

D.There are no Other Obligations (as defined in the Existing Security Agreement) or Additional First Lien Debt Obligations (as defined in the Existing Security Agreement) outstanding on the date hereof and the Grantors desire that First Lien Obligations (as defined in the Existing Security Agreement) no longer be secured hereby;

E.The Company, Guarantors, Agent, Trustee and Collateral Agent have entered into that certain Intercreditor Agreement (the “Intercreditor Agreement”), dated as of the date hereof, to establish the priority of their security interests in Company’s and Guarantor’s assets; and

F.The Trustee and Collateral Agent are, subject to the terms of the Intercreditor Agreement, required to amend and restate the Existing Pledge Agreement to provide for the subordination of their security interests to that of the Agent under that certain Security Agreement (the “Senior Security Agreement”), dated the date hereof, among Borrower, the other parties named therein as Grantors and the Agent.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Definitions

1.1Definition of Terms Used Herein Generally

All terms used herein and defined in the NYUCC shall have the same definitions herein as specified therein; provided, however, that if a term is defined in Article 9 of the NYUCC differently than in another Article of the NYUCC, the term has the meaning specified in Article 9 of the NYUCC.

1.2Rules of Interpretation

Unless otherwise defined herein, terms defined in the Indenture are used herein as therein defined, or if not therein defined, as defined in Exhibit A to this Agreement, and the rules of construction specified in Section 1.04 of the Indenture shall be applicable to this Pledge Agreement.  References to “Sections,” “Exhibits” and “Schedules” shall be to Sections, Exhibits and Schedules, respectively, of this Pledge Agreement unless otherwise specifically provided.  Any of the terms defined in this Pledge Agreement may, unless the context otherwise requires, be used in the singular or the plural depending on the reference.  All references to statutes and related regulations shall include (unless otherwise specifically provided herein) any amendments of same and any successor statutes and regulations.

2.Pledge

2.1Grant of Security Interest

To secure the payment or performance, as the case may be, in full of the Secured Obligations, whether at stated maturity, by acceleration or otherwise, each Pledgor hereby pledges to Collateral Agent (for the benefit of Trustee and the Noteholders), and grants to Collateral Agent a Security Interest in, all right, title and interest of such Pledgor in, to and under the collateral described in Section 2.2 (collectively, the “Pledged Collateral”).

2.2Description of Pledged Collateral

(a)The Pledged Collateral is described as follows and on any separate schedules at any time furnished by Pledgors to Collateral Agent (which schedules are hereby deemed part of this Pledge Agreement):

(i)all right, title and interest of Pledgors as holders (whether now or in the future) in (x) shares or other equity interests in any corporations, limited liability companies or limited partnerships organized under the laws of the United States (including, without limitation, those corporations and limited liability companies described on Schedule 1 hereto), or any warrants to purchase or depositary shares or other rights in respect of any such interests, and (y) all shares of stock, certificates, instruments or other documents evidencing or representing the same;

(ii)all right, title and interest of Pledgors as holders (whether now or in the future) in (x) shares or other equity interests in any entity directly owned by any Pledgor that is organized under the laws of a jurisdiction outside the United States and

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described on Schedule 1 hereto which represent (x) 65% of the Voting Stock of such entity and (y) 100% of the Non-Voting Stock of such entity, or any warrants to purchase or depositary shares or other rights in respect of any such interests, and (y) all shares of stock, certificates, instruments or other documents evidencing or representing the same;

(iii)all right, title and interest of each of the Pledgors in and to all present and future payments, proceeds, dividends, distributions, instruments, compensation, property, assets, interests and rights in connection with or related to the collateral listed in clauses (i) and (ii) above, and all monies due or to become due and payable to each of the Pledgors in connection with or related to such collateral or otherwise paid, issued or distributed from time to time in respect of or in exchange therefor, and any certificate, instrument or other document evidencing or representing the same (including, without limitation, all proceeds of dissolution or liquidation); and

(iv)all proceeds of all of the foregoing, of every kind, and all proceeds of such proceeds.

(b)The shares of stock, certificates, instruments or other documents evidencing or representing the foregoing shall be collectively referred to herein as the “Pledged Securities”.  Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to, and neither “Pledged Securities” nor “Pledged Collateral” shall include (i) any of the outstanding capital stock of a “controlled foreign corporation” (as defined in the Internal Revenue Code) in excess of 65% of the voting power of all classes of capital stock of such controlled foreign corporation entitled to vote or (ii) the Excluded Collateral.

2.3Delivery of Certificates, Instruments, Etc.

(a)Subject to the terms of the Intercreditor Agreement, each Pledgor shall deliver to Collateral Agent:

(i)following the Discharge of Senior Lender Claims, all original shares of stock, certificates, instruments and other documents evidencing or representing the Pledged Collateral owned by such Pledgor as of the date hereof concurrently with the execution and delivery of this Pledge Agreement (and prior to a Discharge of Senior Lender Claims all such property shall be delivered to the Agent in accordance with the Intercreditor Agreement);

(ii)following the Discharge of Senior Lender Claims, the original shares of stock, certificates, instruments or other documents evidencing or representing all Pledged Collateral (other than Pledged Collateral that this Pledge Agreement specifically permits Pledgors to retain) within ten (10) days after such Pledgor’s receipt thereof (and prior to a Discharge of Senior Lender Claims all such property shall be delivered to the Agent in accordance with the Intercreditor Agreement);

(iii)for each uncertificated security existing on the date hereof and included in the Pledged Collateral, an agreement in form and substance reasonably satisfactory to Collateral Agent (a “Control Letter”) of the issuer thereof in which the issuer

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agrees, among other things, that, following the Discharge of Senior Lender Claims, it will comply with instructions originated by Collateral Agent with respect to the uncertificated securities (unless a Control Letter is not required to perfect a security interest or ensure priority of a security interest in such uncertificated security in the jurisdiction governing perfection thereof); and

(iv)for each uncertificated security created after the date hereof and included in the Pledged Collateral, within 10 days following the issuance thereof, a Control Letter (unless a Control Letter is not required to perfect a security interest or ensure priority of a security interest in such uncertificated security in the jurisdiction governing perfection thereof).

(b)All Pledged Securities that are certificated securities shall be in bearer form or, if in registered form, following the Discharge of Senior Lender Claims, shall be issued in the name of Collateral Agent or endorsed to Collateral Agent or in blank.

2.4Registration

At any time and from time to time following the Discharge of Senior Lender Claims, Collateral Agent may (with written notice to the Pledgors of such Pledged Securities promptly following such transfer or registration) cause all or any of the Pledged Securities to be transferred to or registered in its name or the name of its nominee or nominees.

2.5Authorization to File Financing Statements

Each Pledgor hereby irrevocably authorizes Collateral Agent at any time and from time to time to file in any jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto that (a) describe the Pledged Collateral, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor.  Each Pledgor agrees to furnish any such information to Collateral Agent promptly upon reasonable request.  Each Pledgor also ratifies its authorization for Collateral Agent to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

3.Representations and Warranties of Pledgor

Each Pledgor hereby represents and warrants to Trustee that:

3.1Pledgor’s Legal Status

(a) Such Pledgor is an organization, as set forth in Schedule 1 hereto; (b) such organization is of the type, and is organized in the jurisdiction, set forth in Schedule 1 hereto; and (c) Schedule 1 hereto sets forth such Pledgor’s organizational identification number (if any).

3.2Pledgor’s Legal Name

Such Pledgor’s name as set forth in its organizational documents is that set forth in Schedule 1 hereto and on the signature page hereof.

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3.3Pledgor’s Locations

Schedule 1 hereto sets forth such Pledgor’s place of business.

3.4Authority; Binding Obligation; No Conflict

Such Pledgor has full power and authority to execute, deliver and perform its obligations in accordance with the terms of this Pledge Agreement and to grant to Collateral Agent the Security Interests in the Pledged Collateral pursuant hereto, without the consent or approval of any other person or entity other than any consent or approval which has been obtained and is in full force and effect. The granting to Collateral Agent of the Security Interest in the Pledged Collateral hereunder, the execution by Pledgor of this Pledge Agreement and the performance by such Pledgor of its obligations hereunder do not and will not result in the existence or imposition of any Lien nor obligate such Pledgor to create any Lien other than such Security Interests and the First Priority Lien in favor of any person or entity over all or any of its assets.

3.5Title to Collateral

The Pledged Collateral is owned by such Pledgor free and clear of any Lien, except for Permitted Liens.  Such Pledgor has not filed or consented to the filing of (a) any financing statement or analogous document under the UCC or any other applicable laws covering any Pledged Collateral or (b) any assignment in which such Pledgor assigns any Pledged Collateral or any security agreement or similar instrument covering any Pledged Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Permitted Liens.

3.6Pledged Collateral

Set forth on Schedule 1 hereto is a complete and accurate list and description of all the Pledged Collateral of such Pledgor as of the date hereof.

3.7Percentage Ownership

The Pledged Securities of each issuer specifically identified on Schedule 1 hereto constitute, and until this Pledge Agreement terminates shall, except as permitted by the Indenture, continue to constitute, the percentage of the outstanding equity of each such issuer as indicated on Schedule 1 hereto.

3.8All of Pledgor’s Interests

As of the date hereof, the Pledged Collateral set forth on Schedule 1 hereto constitutes all of the equity interests of such Pledgor in any corporations (including, without limitation, each of the corporate entities constituting a Subsidiary of such Pledgor), limited liability companies, partnerships and other entities.

3.9Due Authorization, Etc., of Stock; Not Margin Stock

The Pledged Securities listed on Schedule 1 hereto have been duly authorized and validly issued and are fully paid and non-assessable and are not subject to any options to purchase or similar rights of any person, and none of the Pledged Securities constitutes Margin Stock, as such term is defined in Regulation U of the Board of Governors of the Federal Reserve System.

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3.10Required Consents

Except as may be required in connection with any disposition of any portion of the Pledged Securities by laws affecting the offering and sale of securities generally and except as permitted by and in accordance with the Indenture (which consents have been obtained), no consent of any person (including, without limitation, partners, members, shareholders or creditors of Pledgor or of any subsidiary of Pledgors or of any issuer of Pledged Securities) and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental instrumentality is required in connection with (i) the execution, delivery, performance, validity or enforceability of this Pledge Agreement by such Pledgor, (ii) the perfection or maintenance of the Security Interest created hereby (including the first priority nature of such Security Interest), or (iii) the exercise by Collateral Agent of the rights provided for in this Pledge Agreement.

3.11Nature of Security Interest

Upon the delivery of the Pledged Securities or, in the case of uncertificated securities included as Pledged Securities, a Control Letter signed by the issuer thereof, to Collateral Agent, the pledge of the Pledged Collateral pursuant to this Pledge Agreement will create a valid and perfected Security Interest in the Pledged Collateral, securing the prompt and complete payment, performance and observance of the Secured Obligations.

3.12Partnership Interests

With respect to the grants of security interests in general partner interests in limited partnerships contained herein (if any), and limited partner interests in limited partnerships contained herein (if any), each such partnership interest is a security under Article 8 of the UCC as in effect in the jurisdiction of organization of such limited partnership and neither such grant nor the exercise by Collateral Agent of any right or remedy contained herein violates any provision of the limited partnership agreement of such limited partnership and each general partner and limited partner party thereto consents to such grants and to the exercise, during the continuation of an Event of Default, of all rights and remedies granted to Collateral Agent herein and the exercise by Collateral Agent or any nominee thereof of all powers of the general partner granting such general partnership interest, and of the limited partner granting such limited partnership interest, and to the admission of Collateral Agent or its nominee or transferee (at the election of Collateral Agent or such nominee or transferee) upon foreclosure of any such general partner interest or limited partner interest of such partnership.  Pledgors shall not amend or permit to be amended the limited partnership agreement of any issuer of Pledged Collateral that is a limited partnership other than as permitted by the Indenture, and Pledgors shall not permit any such limited partnership agreement to terminate and Pledgors shall perform, observe and enforce all terms and provisions of each such limited partnership agreement.

3.13Limited Liability Company Interests

With respect to the grants of security interests in any membership interest in any limited liability company contained herein (if any), each such membership interest is a security under Article 8 of the UCC as in effect in the jurisdiction of organization of such limited liability company and neither such grant nor the exercise by Collateral Agent of any right or remedy contained herein violates any provision of the limited liability company or operating agreement of such limited liability company and Pledgors or any sole member thereof consents to such grants and to the exercise, during the continuation of an Event of Default, of all rights and remedies granted to

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Collateral Agent herein and the exercise by Collateral Agent or any nominee thereof of all powers of the sole member granting such security interest, and to the admission of Collateral Agent or its nominee or transferee (at the election of Collateral Agent or such nominee or transferee) as a member of such limited liability company upon foreclosure of any such interest.  No Pledgor shall amend or permit to be amended the limited liability company or operating agreement of any issuer of Pledged Collateral that is a limited liability company other than as permitted by the Indenture, and no Pledgor shall permit any such limited liability or company agreement to terminate and Pledgors shall, and shall cause its Subsidiaries to, perform, observe and enforce all terms and provisions of each such limited liability or company agreement.

4.Covenants of Pledgor

4.1Pledgor’s Legal Status

Without the prior written consent of the Collateral Agent, except as permitted by the Indenture, no Pledgor shall change its type of organization, jurisdiction of organization or other legal structure. No Pledgor shall enter into, or consent to the entering into of, any amendment of any limited partnership agreement or limited liability operating agreement of any issuer of any Pledged Securities that could reasonably be expected to have an adverse effect on the Security Interest therein or the rights and remedies of Collateral Agent hereunder.  Each Pledgor, as a limited partner, general partner, member, manager or managing member of any issuer of Pledged Securities hereby consents to the execution and delivery of this Pledge Agreement, the performance by the applicable Pledgor of its obligations hereunder and the exercise by Collateral Agent of its rights and remedies hereunder.  Except for the Liens granted hereunder to Collateral Agent and the First Priority Lien, no Pledgor shall suffer or permit any issuer of Pledged Securities to enter into a Control Letter in favor of any Person.

4.2Pledgor’s Name

Without providing at least thirty (30) days’ prior written notice to Collateral Agent, Pledgor shall not change its name.

4.3Pledgor’s Organizational Number

Without providing at least thirty (30) days’ prior written notice to Collateral Agent, no Pledgor shall change its organizational identification number, if it has one.  If any Pledgor does not have an organizational identification number and later obtains one, such Pledgor shall promptly notify Collateral Agent of such organizational identification number.

4.4Locations

Without providing at least thirty (30) days’ prior written notice to Collateral Agent, no Pledgor shall change its principal residence, its place of business or (if it has more than one place of business) its chief executive office or its mailing address.

4.5Title to Collateral

(a) Except for the Security Interests herein granted and Permitted Liens, each Pledgor shall be the owner of the Pledged Collateral pledged by it free from any Lien, and such Pledgor, at its sole cost and expense, shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to Collateral Agent; and (b) no Pledgor shall

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sell or otherwise dispose of, or pledge, mortgage or create, or suffer to exist a Lien on, the Pledged Collateral in favor of any person other than Collateral Agent except for Permitted Liens and the inclusion of “proceeds” of the Pledged Collateral under the Security Interest granted herein shall not be deemed a consent by Collateral Agent to any sale or other disposition of any Pledged Collateral.

4.6Taxes

Each Pledgor shall pay promptly when due all taxes, assessments, governmental charges and levies upon the Pledged Collateral or incurred in connection with the Pledged Collateral or incurred in connection with this Pledge Agreement, provided that Pledgor may contest any such taxes in good faith so long as it maintains adequate reserves therefor.

4.7Percentage Ownership

In the event the percentage of the outstanding equity of any issuer owned by a Pledgor shall no longer be that percentage specified on Schedule 1, such Pledgor shall promptly deliver to Collateral Agent and Trustee a supplemental Schedule 1 setting forth the information required pursuant thereto.

4.8Further Assurances

Subject to the provisions of the Intercreditor Agreement, each Pledgor will, from time to time, at its expense, promptly execute and deliver all further instruments and documents and take all further action that may be necessary, or that Collateral Agent may reasonably request, in order to perfect and protect any Security Interest granted or purported to be granted hereby or to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral.

5.Voting Rights and Certain Payments Prior to Event of Default

5.1Voting Rights and Ordinary Payments Prior to an Event of Default

So long as no Event of Default shall have occurred and be continuing, each Pledgor shall be entitled:

(a)to exercise, as it shall think fit, but in a manner consistent with the terms hereof, the voting and consent power and other incidental rights of ownership with respect to the Pledged Collateral of such Pledgor, and for that purpose Collateral Agent shall (if any Pledged Securities shall be registered in the name of Collateral Agent or its nominee) execute or cause to be executed from time to time, at the expense of such Pledgor, such proxies or other instruments in favor of such Pledgor or its nominee, in such form and for such purposes as shall be reasonably required by such Pledgor and shall be specified in a written request therefor, to enable it to exercise such voting power with respect to the Pledged Securities; and

(b)except as otherwise provided in Sections 5.2 and 5.3 hereof, to receive and retain for its own account any and all payments, proceeds, dividends, distributions, monies, compensation, property, assets, instruments or rights to the extent such are permitted pursuant to the terms of the Indenture, other than (i) stock or liquidating dividends or (ii) extraordinary dividends and dividends or other amounts payable under or in

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connection with any recapitalization, restructuring, or other non-ordinary course event (the dividends and amounts in this clause (ii) being “Extraordinary Payments”), paid, issued or distributed from time to time in respect of the Pledged Collateral pledged by such Pledgor.

5.2Extraordinary Payments and Distributions

(a)Following the Discharge of Senior Lender Claims, in case, upon the dissolution or liquidation (in whole or in part) of any issuer of any Pledged Collateral pledged by any Pledgor, any sum shall be paid or payable as a liquidating dividend or otherwise upon or with respect to any of the Pledged Securities pledged by Pledgor or, in the event any other Extraordinary Payment is paid or payable, then and in any such event, except as permitted by the Indenture, such sum shall be paid by Pledgor over to Collateral Agent promptly, and in any event within ten (10) days after receipt thereof, to be held by Collateral Agent as additional collateral hereunder.

(b)Following the Discharge of Senior Lender Claims, in case any dividend or distribution payable in Stock shall be declared with respect to any of the Pledged Collateral pledged by any Pledgor, or any shares of Stock or fractions thereof shall be issued pursuant to any stock split involving any of the Pledged Collateral pledged by such Pledgor, or any distribution of capital shall be made on any of the Pledged Collateral pledged by such Pledgor, or any shares, obligations or other property shall be distributed upon or with respect to the Pledged Collateral pledged by such Pledgor, in each case pursuant to a recapitalization or reclassification of the capital of the issuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of such issuer, or to the merger or consolidation of such issuer with or into another corporation, then except as permitted by the Indenture, the shares, partnership interests, membership interests, obligations or other property so distributed shall be delivered by such Pledgor to Collateral Agent promptly, and in any event within ten (10) days after receipt thereof, to be held by Collateral Agent as additional collateral hereunder subject to the terms of this Pledge Agreement, and all of the same shall constitute Pledged Collateral for all purposes hereof.

5.3Voting Rights and Ordinary Payments After an Event of Default

Upon the occurrence and during the continuance of any Event of Default, all rights of each Pledgor to exercise or refrain from exercising the voting and consent rights and other incidental rights of ownership that it would otherwise be entitled to exercise pursuant to Section 5.1(a) hereof and to receive the payments, proceeds, dividends, distributions, monies, compensation, property, assets, instruments or rights that such Pledgor would otherwise be authorized to receive and retain pursuant to Section 5.1(b) hereof shall cease, and thereupon Collateral Agent, subject to the terms of the Intercreditor Agreement, shall be entitled to exercise all voting power and consent and other incidental rights of ownership with respect to the Pledged Securities and to receive and retain, as additional collateral hereunder, any and all payments, proceeds, dividends, distributions, monies, compensation, property, assets, instruments or rights at any time declared or paid upon any of the Pledged Collateral during such an Event of Default and otherwise to act with respect to the Pledged Collateral as outright owner thereof.

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6.All Payments in Trust

All payments, proceeds, dividends, distributions, monies, compensation, property, assets, instruments or rights that are received by any Pledgor contrary to the provisions of Section 5 hereof shall be, subject to the terms of the Intercreditor Agreement, received and held in trust for the benefit of Collateral Agent, shall be segregated by such Pledgor from other funds of such Pledgor and shall be forthwith paid over to Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

7.Expenses

Each Pledgor shall, jointly and severally, pay all reasonable expenses incurred by Collateral Agent in connection with the negotiation, execution, delivery, amendment, waiver, renegotiation, enforcement or collection of this Pledge Agreement or the exercise of remedies hereunder, including, without limitation, reasonable attorney’s fees, advertising costs, fees and expenses of advisors and investment bankers and other experts.  If any Pledgor fails promptly to pay any portion of the above expenses when due or to perform any other obligation of such Pledgor under this Pledge Agreement, Collateral Agent may, subject to the terms of the Intercreditor Agreement, pay or perform the same and charge such Pledgor for all costs and expenses incurred therefor, and such Pledgor agrees to reimburse Collateral Agent therefor on demand.  All sums so paid or incurred by Collateral Agent or Trustee for any of the foregoing, any and all other sums for which any Pledgor may become liable hereunder and all such costs and expenses incurred by Collateral Agent in enforcing or protecting the security interests created under this Pledge Agreement (the “Security Interests”) or any of its rights or remedies under this Pledge Agreement shall be payable by such Pledgor on demand, shall constitute Secured Obligations and shall bear interest at the same rate of interest applicable to the Notes at such time.

8.Remedies

8.1Disposition Upon Default and Related Provisions

(a)Upon the occurrence and during the continuance of any Event of Default, Collateral Agent or its nominee may, subject to the terms of the Intercreditor Agreement, exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all rights of voting, consent, exercise, conversion and other incidental rights of ownership with respect to the Pledged Collateral, including, without limitation, all rights and powers of any Pledgor as limited or general partner of any partnership and as sole member or managing member of any limited liability company, in each case, that is an issuer of Pledged Securities pledged by such Pledgor, and all of the rights and remedies of a secured party on default under the NYUCC at that time (whether or not applicable to the affected Pledged Collateral) and may also, without obligation to resort to other security, at any time and from time to time sell, resell, assign and deliver, in its sole discretion, all or any of the Pledged Collateral, in one or more parcels at the same or different times, and all right, title and interest, claim and demand therein and right of redemption thereof, on any securities exchange on which any Pledged Collateral may be listed, or at public or private sale, for cash, upon credit or for future delivery, and in connection therewith Collateral Agent may grant options.

(b)If any of the Pledged Collateral is sold by Collateral Agent upon credit or for future delivery, Collateral Agent shall not be liable for the failure of the purchaser to purchase or pay for the same and, in the event of any such failure, Collateral Agent may resell such Pledged Collateral.  In no event shall any Pledgor be credited with any part of the

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proceeds of sale of any Pledged Collateral until cash payment therefor has actually been received by Collateral Agent.

(c)Collateral Agent may purchase any Pledged Collateral at any public sale and, if any Pledged Collateral is of a type customarily sold in a recognized market or is of the type that is the subject of widely distributed standard price quotations, Collateral Agent may purchase such Pledged Collateral at private sale, and in each case may make payment therefor by any means, including, without limitation, by release or discharge of Secured Obligations in lieu of cash payment.

(d)Each Pledgor recognizes that Collateral Agent may be unable to effect a public sale of all or part of the Pledged Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), or in applicable Blue Sky or other state securities laws, as now or hereafter in effect, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof.  Each Pledgor agrees that any such Pledged Collateral sold at any such private sale may be sold at a price and upon other terms less favorable to the seller than if sold at public sale.  Each Pledgor agrees that any such private sale shall be a commercially reasonable manner in which to dispose of all or any part of the Pledged Collateral.  Collateral Agent shall have no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer of such securities, even if such issuer would agree, to register such securities for public sale under the Securities Act.

(e)No demand, advertisement or notice, all of which are hereby expressly waived, shall be required in connection with any sale or other disposition of any part of the Pledged Collateral that threatens to decline speedily in value or that is of a type customarily sold on a recognized market; otherwise Collateral Agent shall give the applicable Pledgor at least ten (10) days’ prior notice of the time and place of any public sale and of the time after which any private sale or other disposition is to be made, which notice each Pledgor agrees is commercially reasonable.

(f)Collateral Agent shall not be obligated to make any sale of Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given.  Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned.

(g)The remedies provided herein in favor of Collateral Agent shall not be deemed exclusive, but shall be cumulative, and shall be in addition to all other remedies in favor of Collateral Agent existing at law or in equity, subject in all respects to the terms of the Intercreditor Agreement.

(h)To the extent that applicable law imposes duties on Collateral Agent to exercise remedies in a commercially reasonable manner, each Pledgor acknowledges and agrees that it is commercially reasonable for Collateral Agent (i) to advertise dispositions of Pledged Collateral through publications or media of general circulation; (ii) to contact other persons, whether or not in the same business as such Pledgor, for expressions of interest in acquiring all or any portion of the Pledged Collateral; (iii) to hire one or more

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professional auctioneers to assist in the disposition of Pledged Collateral; (iv) to dispose of Pledged Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Pledged Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets; (v) to disclaim disposition warranties, or (vi) to the extent deemed appropriate by Collateral Agent, to obtain the services of brokers, investment bankers, consultants and other professionals to assist Collateral Agent in the disposition of any of the Pledged Collateral.  Each Pledgor acknowledges that the purpose of this clause (h) is to provide non-exhaustive indications of what actions or omissions by Collateral Agent would be commercially reasonable in Collateral Agent’s exercise of remedies against the Pledged Collateral and that other actions or omissions by Collateral Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this clause (h).  Without limiting the foregoing, nothing contained in this clause (h) shall be construed to grant any rights to any Pledgor or to impose any duties on Collateral Agent that would not have been granted or imposed by this Pledge Agreement or by applicable law in the absence of this clause (h).

(i)It is expressly agreed by each Pledgor that, anything herein or in any other Security Document to the contrary notwithstanding, each Pledgor shall remain liable under each of its respective Contractual Obligations, including the partnership agreement or operating agreement of any issuer of Pledged Securities, to observe and perform all the conditions and obligations to be observed and performed by it thereunder.  Neither Collateral Agent nor any nominee thereof shall have any obligation or liability under any Contractual Obligation by reason of or arising out of this Pledge Agreement, the Indenture or any other Security Document or the granting herein of a Lien thereon or the receipt by Collateral Agent or any nominee thereof of any payment relating to any Contractual Obligation pursuant hereto, nor any exercise by Collateral Agent or any nominee thereof of any rights of any Pledgor.  Neither Collateral Agent nor any nominee thereof shall be required or obligated in any manner to perform or fulfill any of the obligations of any Pledgor under or pursuant to any Contractual Obligation, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Contractual Obligation, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

8.2Collateral Agent Appointed Attorney-in-Fact

(a)To effectuate the terms and provisions hereof, each Pledgor hereby appoints Collateral Agent as such Pledgor’s attorney-in-fact for the purpose, from and after the occurrence and during the continuance of an Event of Default, of carrying out the provisions of this Pledge Agreement and taking any action and executing any instrument that Collateral Agent from time to time in Collateral Agent’s reasonable discretion may deem necessary or advisable to accomplish the purposes of this Pledge Agreement.  Without limiting the generality of the foregoing, Collateral Agent shall, from and after the occurrence and during the continuance of an Event of Default, have the right and power to, subject to the terms of the Intercreditor Agreement:

(i)receive, endorse and collect all checks and other orders for the payment of money made payable to such Pledgor representing any interest or dividend or other distribution or amount payable in respect of the Pledged Collateral or any part thereof and to give full discharge for the same;

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(ii)execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral;

(iii)exercise all rights of such Pledgor as owner of the Pledged Collateral including, without limitation, the right to sign any and all amendments, instruments, certificates, proxies, and other writings necessary or advisable to exercise all rights and privileges of (or on behalf of) the owner of the Pledged Collateral, including, without limitation, all voting, consent and other incidental rights of ownership rights with respect to the Pledged Securities;

(iv)ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral;

(v)file any claims or take any action or institute any proceedings that Collateral Agent may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of Collateral Agent with respect to any of the Pledged Collateral; and

(vi)generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes, and to do, at Collateral Agent’s option and such Pledgor’s expense, at any time or from time to time, all acts and things that Collateral Agent deems reasonably necessary to protect, preserve or realize upon the Pledged Collateral.

(b)Each Pledgor hereby ratifies and approves all acts of Collateral Agent made or taken pursuant to this Section 8.2 (provided, that no Pledgor by virtue of such ratification, releases any claim that Pledgor may otherwise have against Collateral Agent for any such acts made or taken by Collateral Agent through gross negligence or willful misconduct).  Neither Collateral Agent nor any person designated by Collateral Agent shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except such as may result from Collateral Agent’s gross negligence or willful misconduct.  This power, being coupled with an interest, is irrevocable so long as this Pledge Agreement shall remain in force.

8.3Collateral Agent’s Duties of Reasonable Care

(a)Collateral Agent shall have the duty to exercise reasonable care in the custody and preservation of any Pledged Collateral in its possession, which duty shall be fully satisfied if such Pledged Collateral is accorded treatment substantially equal to that which Collateral Agent accords its own property and, with respect to any calls, conversions, exchanges, redemptions, offers, tenders or similar matters relating to any such Pledged Collateral (herein called “events”),

(i)Collateral Agent exercises reasonable care to ascertain the occurrence and to give reasonable notice to Pledgors of any events applicable to any Pledged Securities that are registered and held in the name of Collateral Agent or its nominee,

(ii)Collateral Agent gives the applicable Pledgor reasonable notice of the occurrence of any events of which Collateral Agent has received actual knowledge, which

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events are applicable to any securities that are in bearer form or are not registered and held in the name of Collateral Agent or its nominee (each Pledgor agreeing to give Collateral Agent reasonable notice of the occurrence of any events of which such Pledgor has knowledge, which events are applicable to any securities in the possession of Collateral Agent), and

(iii)Collateral Agent endeavors to take such action with respect to any of the events as any Pledgor may reasonably and specifically request in writing in sufficient time for such action to be evaluated and taken or, if Collateral Agent reasonably believes that the action requested would adversely affect the value of the Pledged Collateral as collateral or the collection of the Secured Obligations, or would otherwise prejudice the interests of Collateral Agent, Collateral Agent gives reasonable notice to Pledgor that any such requested action will not be taken and, if Collateral Agent makes such determination or if such Pledgor fails to make such timely request, Collateral Agent takes such other action as it deems advisable in the circumstances.

(iv)Except as hereinabove specifically set forth, Collateral Agent shall have no further obligation to ascertain the occurrence of, or to notify any Pledgor with respect to, any events and shall not be deemed to assume any such further obligation as a result of the establishment by Collateral Agent of any internal procedures with respect to any securities in its possession, nor shall Collateral Agent be deemed to assume any other responsibility for, or obligation or duty with respect to, any Pledged Collateral or its use of any nature or kind, or any matter or proceedings arising out of or relating thereto, including, without limitation, any obligation or duty to take any action to collect, preserve or protect its or Pledgor’s rights in the Pledged Collateral or against any prior parties thereto, but the same shall be at each Pledgor’s sole risk and responsibility at all times.

(v)Upon the occurrence and during the continuance of an Event of Default, each Pledgor waives any restriction or obligation imposed on Collateral Agent under Sections 9-207(c)(1) and 9-207(c)(2) of the NYUCC.

8.4Indemnification

Each Pledgor hereby indemnifies and holds harmless Collateral Agent, Trustee, each Noteholder and their respective officers, shareholders, directors, employees and agents (each, an “Indemnified Party”) from any claims, causes of action and demands at any time arising out of or with respect to this Pledge Agreement, the Secured Obligations, the Pledged Collateral and its use and/or any actions taken or omitted to be taken by such Indemnified Party with respect thereto (except such claims, causes of action and demands arising from the bad faith, gross negligence or willful misconduct of such Indemnified Party) and each Pledgor hereby agrees, jointly and severally, to hold each Indemnified Party harmless from and with respect to any and all such claims, causes of action and demands (except such claims, causes of action and demands arising from the gross negligence or willful misconduct of such Indemnified Party).

8.5Prior Recourse

Collateral Agent’s prior recourse to any Pledged Collateral shall not constitute a condition of any demand, suit or proceeding for payment or collection of the Secured Obligations.

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8.6Collateral Agent May Perform

If any Pledgor fails to perform any agreement contained herein, subject to the terms of the Intercreditor Agreement, Collateral Agent may perform or cause performance of such agreement, and the expenses of Collateral Agent incurred in connection therewith shall be treated as provided in Section 7 hereof.  Collateral Agent shall use reasonable efforts to notify Pledgor of any such performance by Collateral Agent, provided that failure to do so shall not affect Collateral Agent’s rights hereunder, including rights of reimbursement relating to such performance.

9.Suretyship Waivers by Pledgor; Obligations Absolute

(a)Each Pledgor waives demand, notice, protest, notice of acceptance of this Pledge Agreement, notice of loans made, credit extended, collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description thereof, all in such manner and at such time or times as Collateral Agent may deem advisable.  Collateral Agent shall have no duty as to the collection or protection of the Pledged Collateral or any income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation of any rights pertaining thereto beyond the safe custody thereof as set forth in Section 8.3.

(b)All rights of Collateral Agent hereunder, the Security Interests and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any Security Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Indenture, any Security Document, or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from or any acceptance of partial payment thereon and or settlement, compromise or adjustment of any Secured Obligation or of any guarantee, securing or guaranteeing all or any of the Secured Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, such Pledgor in respect of the Secured Obligations or this Pledge Agreement other than the defense of payment.

10.Marshalling

Collateral Agent shall not be required to marshal any present or future collateral security (including but not limited to this Pledge Agreement and the Pledged Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising.  To the extent that it lawfully may, each Pledgor hereby agrees that it shall not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of Collateral Agent’s rights under this Pledge Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Pledgor hereby irrevocably waives the benefits of all such laws.

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11.Proceeds of Dispositions

Subject to the terms of the Intercreditor Agreement, after deducting all expenses payable to Collateral Agent and Trustee, including, without limitation, pursuant to Section 7, the residue of any proceeds of collection or sale of the Secured Obligations or Collateral shall, to the extent actually received in cash, be applied to the payment of the remaining Secured Obligations, proper allowance and provision being made for any Secured Obligations not then due or held as additional Collateral.  Upon the final payment and satisfaction in full of all of the Secured Obligations and the termination of all commitments under the Indenture and after making any payments required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the NYUCC, any excess of any Pledged Collateral of any Pledgor shall be returned to such Pledgor, and in any event each Pledgor shall remain liable for any deficiency in the payment of the Secured Obligations.  Upon the final payment and satisfaction in full of the Secured Obligations and a release of all claims against Collateral Agent, Trustee and Noteholders, and so long as no suits, actions, proceedings, or claims are pending or threatened against any Indemnified Party asserting any damages, losses or liabilities that are indemnified liabilities hereunder, Collateral Agent shall deliver to Pledgors termination statements and other documents necessary or appropriate to evidence the termination of the Liens securing payment of the Secured Obligations.

12.Reinstatement

This Pledge Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Pledgor for liquidation or reorganization, should any Pledgor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of Pledgor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made.  In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

13.Miscellaneous

13.1Notices

Any notice or other communication required shall be in writing addressed to the respective party as set forth below and may be personally served, telecopied, sent by overnight courier service or U.S. mail and shall be deemed to have been given:  (a) if delivered in person, when delivered; (b) if delivered by fax, on the date of transmission if transmitted on a Business Day before 4:00 p.m. New York time;(c) if delivered by overnight courier, one (1) Business Day after delivery to the courier properly addressed; or (d) if delivered by U.S. mail, four (4) Business Days after deposit with postage prepaid and properly addressed.

Notices shall be addressed as follows:

(a)If to Pledgor:

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	DAYTON SUPERIOR CORPORATION
	777 Washington Village Drive, Suite 130
	Dayton, Ohio 45459
	Attention:	Edward Puisis
	Facsimile:	(937) 428-9115
	With a copy to:
	LATHAM & WATKINS LLP
	885 Third Avenue, Suite 1000
	New York, New York  10022
	Attn:  Kirk Davenport, Esq.
	Fax:  (212) 751-4864
(b)	If to Trustee or Collateral Agent:
	THE BANK OF NEW YORK
	101 Barclay Street – 8W
	New York, New York 10286
	Attention: Corporate Trust Administration
	Facsimile: (212) 815-5707

13.2GOVERNING LAW; CONSENT TO JURISDICTION

(a)THIS PLEDGE AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES WHICH SHALL BE DEEMED NOT TO INCLUDE SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b)EACH PLEDGOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK COUNTY, STATE OF NEW YORK AND IRREVOCABLY AGREES THAT, SUBJECT TO COLLATERAL AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR THE OTHER SECURITY DOCUMENTSSHALL BE LITIGATED IN SUCH COURTS.  EACH PLEDGOR EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS.  EACH PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESSMAY BE MADE UPON PLEDGOR BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH PLEDGOR, AT THE ADDRESS SET FORTH IN THIS PLEDGE AGREEMENT AND SERVICESO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.  IN ANY LITIGATION, TRIAL, ARBITRATION OR OTHER DISPUTE

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RESOLUTION PROCEEDING RELATING TO THIS PLEDGE AGREEMENT OR ANY OF THE OTHER SECURITY DOCUMENTS, ALL DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF PLEDGORS OR ANY OF ITS AFFILIATES SHALL BE DEEMED TO BE EMPLOYEES OR MANAGING AGENTS OF PLEDGOR FOR PURPOSES OF ALL APPLICABLE LAW OR COURT RULES REGARDING THE PRODUCTION OF WITNESSES BY NOTICE FOR TESTIMONY (WHETHER IN A DEPOSITION, AT TRIAL OR OTHERWISE).  PLEDGOR AGREES THAT COLLATERAL AGENT’S OR TRUSTEE’S COUNSEL IN ANY SUCH DISPUTE RESOLUTION PROCEEDING MAY EXAMINE ANY OF THESE INDIVIDUALS AS IF UNDER CROSS-EXAMINATION AND THAT ANY DISCOVERY DEPOSITION OF ANY OF THEM MAY BE USED IN THAT PROCEEDING AS IF IT WERE AN EVIDENCE DEPOSITION.  PLEDGORS IN ANY EVENT WILL USE ALL COMMERCIALLY REASONABLE EFFORTS TO PRODUCE IN ANY SUCH DISPUTE RESOLUTION PROCEEDING, AT THE TIME AND IN THE MANNER REQUESTED BY COLLATERAL AGENT, ALL PERSONS, DOCUMENTS (WHETHER IN TANGIBLE, ELECTRONIC OR OTHER FORM) OR OTHER THINGS UNDER THEIR CONTROL AND RELATING TO THE DISPUTE.

13.3WAIVER OF JURY TRIAL, ETC.

EACH PLEDGOR HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS PLEDGE AGREEMENT AND THE OTHER SECURITY DOCUMENTS.  EACH PLEDGOR ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT COLLATERAL AGENT AND TRUSTEE HAVE EACH RELIED ON THE WAIVER IN ENTERING INTO THIS PLEDGE AGREEMENT AND THE OTHER SECURITY DOCUMENTS AND WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.  EACH PLEDGOR WARRANTS AND REPRESENTS THAT SUCH PLEDGOR HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT SUCH PLEDGOR KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

13.4Counterparts; Effectiveness

This Pledge Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one in the same instrument.  This Pledge Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto.

13.5Headings

Section and subsection headings are included herein for convenience of reference only and shall not constitute a part of this Pledge Agreement for any other purposes or be given substantive effect.

13.6No Strict Construction

The parties hereto have participated jointly in the negotiation and drafting of this Pledge Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Pledge Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or

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burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Pledge Agreement.

13.7Severability

The invalidity, illegality, or unenforceability in any jurisdiction of any provision under the Pledge Agreement shall not affect or impair the remaining provisions in the Pledge Agreement.

13.8Survival of Agreement

All covenants, agreements, representations and warranties made by Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Pledge Agreement shall be considered to have been relied upon by Collateral Agent and shall survive the Indenture and the advance of all extensions of credit contemplated thereby, regardless of any investigation made by Collateral Agent, and shall continue in full force and effect until this Pledge Agreement shall terminate (or thereafter to the extent provided herein).

13.9Binding Effect; Several Agreement

This Pledge Agreement and all obligations of each Pledgor hereunder shall be binding upon the successors and permitted assigns of such Pledgor (including any debtor-in-possession on behalf of such Pledgor) and shall, together with the rights and remedies of Collateral Agent, for the benefit of Trustee and Noteholders, hereunder, inure to the benefit of Trustee and Noteholders, all future holders of any instrument evidencing any of the Secured Obligations and their respective successors and permitted assigns except that Pledgors may not assign any of its rights or obligations hereunder without the written consent of the Collateral Agent and the Trustee (acting in accordance with the Indenture) which assignment without such consent shall be void.  No sales of participations, other sales, assignments, transfers or other dispositions of any agreement governing or instrument evidencing the Secured Obligations or any portion thereof or interest therein shall in any manner impair the Lien granted to Collateral Agent, for the benefit of Trustee and Noteholders, hereunder.

13.10No Waiver; Cumulative Remedies 

Collateral Agent shall not, by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, and no waiver shall be valid unless in writing, signed by Collateral Agent and then only to the extent therein set forth.  A waiver by Collateral Agent of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that Collateral Agent would otherwise have had on any future occasion.  No failure to exercise nor any delay in exercising on the part of Collateral Agent, any right, power or privilege hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or future exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies hereunder provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law.  None of the terms or provisions of this Pledge Agreement may be waived, altered, modified or amended except by an instrument in writing, duly executed by each Pledgor, the Collateral Agent and the Trustee (acting in accordance with the Indenture).

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13.11Limitation by Law

All rights, remedies and powers provided in this Pledge Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Pledge Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Pledge Agreement invalid, unenforceable, in whole or in part, or not entitled to be recorded, registered or filed under the provisions of any applicable law.

13.12Termination of this Agreement

Subject to Section 12 hereof, this Pledge Agreement shall terminate upon payment and satisfaction in full of the Secured Obligations. Following the termination of this agreement, Collateral Agent shall, upon reasonable request, and at the sole cost and expense of Pledgors, execute such termination statements and other releases (in form and substance reasonably satisfactory to Collateral Agent) with respect to security granted hereunder, and Collateral Agent shall at such time transfer any original shares of stock, certificates, instruments and other documents evidencing or representing the Pledged Collateral delivered to the hereunder to the Pledgors, without recourse and without representation of warranty.

13.13Intercreditor Agreement

Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder, in each case in respect of any collateral constituting Noteholder Collateral (as defined in the Intercreditor Agreement) are subject to the provisions of the Intercreditor Agreement.  In the event of any conflict between the terms of the Intercreditor Agreement and this Pledge Agreement, the terms of the Intercreditor Agreement shall govern.  No failure to specify or preface any clause herein with the words “subject to the terms of the Intercreditor Agreement” or words of like import shall be deemed to imply that any such clause or any right or remedy of the Collateral Agent hereunder is not subject in all respects to the terms and provisions of the Intercreditor Agreement.

13.14Advice of Counsel

Each of the parties represents to each other party hereto that it has discussed this Pledge Agreement and, specifically, the provisions of Section 13.2 and Section 13.3, with its counsel.

13.15Collateral Agency

The Trustee hereby designates and appoints the Collateral Agent to act as the Collateral Agent under the Security Documents, and authorizes the Collateral Agent to take such actions on its behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto.  The rights, duties and obligations of the Collateral Agent with respect to the Trustee and the Noteholders shall be identical to the rights, duties and obligations of the Trustee with respect to the Noteholders as specified in Article 7 of the Indenture (including but not limited to Section 7.07 of the Indenture), mutatis mutandis.  Notwithstanding any provision to the contrary in any Security Document, the

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Collateral Agent shall not have any duties or responsibilities, except those expressly set forth in the Security Documents, and no implied covenants, functions or responsibilities, fiduciary or otherwise, shall be read into any of the Security Documents or otherwise exist against the Collateral Agent.  Notwithstanding any provision to the contrary in any Security Document, the Collateral Agent shall not be required to exercise any discretionary rights or remedies under any of the Security Documents or give any consent under any of the Security Documents or enter into any agreement amending, modifying, supplementing or waiving any provision of any Security Document unless it shall have been directed to do so by the Trustee (with the consent of the Noteholders, to the extent required under the Indenture).

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IN WITNESS WHEREOF, intending to be legally bound, each Pledgor has caused this Pledge Agreement to be duly executed as of the date first above written.

DAYTON SUPERIOR CORPORATION
as Pledgor
By:	/s/ Edward J. Puisis
	Name:	Edward J. Puisis
	Title:	Vice President and Chief Financial Officer
TREVECCA HOLDINGS, INC.
as Pledgor
By:	/s/ Edward J. Puisis
	Name:	Edward J. Puisis
	Title:	Vice President and Chief Financial  Officer
THE BANK OF NEW YORK,
as Trustee
By:	/s/ Cynthia Chaney
	Name:	Cynthia Chaney
	Title:	Authorized Signatory
THE BANK OF NEW YORK,
as Collateral Agent
By:	/s/ Cynthia Chaney
	Name:	Cynthia Chaney
	Title:	Authorized Signatory

SIGNATURE PAGE TO DAYTON PLEDGE AGREEMENT

EXHIBIT A

DEFINITIONS

“Contractual Obligations” shall mean as applied to any Person, any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Control Letter” shall have the meaning assigned to such term in Section 2.3(a)(iii).

“Discharge of Senior Lender Claims” shall have the meaning assigned to such term in the Intercreditor Agreement.

“event” shall have the meaning assigned to such term in Section 8.3(a).

“Excluded Collateral” shall have the meaning assigned to such term in the Indenture.

“Extraordinary Payments” shall have the meaning assigned to such term in Section 5.1(b).

“Indemnified Party” shall have the meaning assigned to such term in Section 8.4.

“Pledged Collateral” shall have the meaning assigned to such term in Section 2.1.

“Pledged Securities” shall have the meaning assigned to such term in Section 2.2(b).

“Non-Voting Stock” shall mean any Stock that is not Voting Stock (as that term is defined in the Indenture).

“NYUCC” shall mean the Uniform Commercial Code as in effect in the State of New York from time to time.

“Secured Obligations” shall mean the Second Priority Lien Obligations and all liabilities, obligations, covenants, duties, and indebtedness owing by Pledgor to Collateral Agent under this Pledge Agreement.  The term includes, without limitation, interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding.

“Securities Act” shall have the meaning assigned to such term in Section 8.1(d).

“Security Interests” shall have the meaning assigned to such term in Section 7.

“Stock” means all shares, options, warrants, general or limited partnership interests, membership interests or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting, including common stock, preferred stock or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934).

“UCC” shall mean the Uniform Commercial Code as in effect in any jurisdiction (except as otherwise contemplated in Section 3.3).  References to particular sections of Article 9 of the UCC

shall be, unless otherwise indicated, references to Revised Article 9 of the UCC adopted and effective in certain jurisdictions on or after July 1, 2001.

EX-23.2

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Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

        We consent to the use in this Amendment No. 3 to Registration Statement No. 333-107071 of Dayton Superior Corporation of our report dated November 19, 2003, (which report expresses an unqualified opinion and includes an explanatory paragraph relating to (i) the adoption of Statement of Financial Accounting Standard No. 142, "Goodwill and Other Intangible Assets"; (ii) reclassification in the 2000 financial statements to give retroactive effect to the adoption of Statement of Financial Accounting Standard No. 145, "Rescission of FASB Statement No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections"; and (iii) the restatement described in Note 14) appearing in this Prospectus, which is a part of such Registration Statement, and to the reference to us under the headings "Selected Historical Consolidated Financial Data" and "Experts" in such Prospectus.

/s/ DELOITTE & TOUCHE LLP
Dayton, Ohio
February 9, 2004

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INDEPENDENT AUDITORS' CONSENT

EX-23.3

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Exhibit 23.3

Consent of Ernst & Young LLP, Independent Auditors

        We consent to the reference to our firm under the caption "Experts" and to the use of our reports dated September 26, 2003, with respect to the financial statements of Safway Formwork Systems LLC included in the Registration Statement (Form S-4 No. 333-107071) and related Prospectus of Dayton Superior Corporation for the exchange of $165,000,000 of their 10³/4% Senior Second Secured Notes due 2008.

Ernst & Young LLP
Milwaukee, WI
February 9, 2004

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Consent of Ernst & Young LLP, Independent Auditors

EX-24.8

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Exhibit 24.8

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Edward J. Puisis with full power of substitution and full power to act without the other, his true and lawful attorney-in-fact and agent to act for him in his name, place and stead, in any and all capacities, to sign a registration statement on Form S-4 and any or all amendments thereto (including without limitation any post-effective amendments thereto), and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, and to file each of the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully, to all intents and purposes, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following person in the capacity and on the date indicated.

Signature	Title	Date
/s/  MARK K. KALER Mark K. Kaler	Director	February 9, 2004

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POWER OF ATTORNEY