8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 16, 2009

Dayton Superior Corporation
(Exact Name of Registrant as Specified in Charter)

Delaware	1-11781	31-0676346
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

7777 Washington Village Drive, Dayton, Ohio	45459
(Address of Principal Executive Offices)	(Zip Code)

(937) 428-6360
Registrant's telephone number, including area code

Not applicable
(Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01     Entry into a Material Definitive Agreement.

On March 16, 2009, Dayton Superior Corporation (the “Company”) entered into (i) Amendment No. 1 to the Revolving Credit Agreement (the “Revolving Credit Amendment”) with the Lenders signatory thereto and General Electric Capital Corporation, as Administrative Agent (the “Revolving Credit Agent”), in connection with the Revolving Credit Agreement, dated as of March 3, 2008 (the “Revolving Credit Agreement”), and (ii) Amendment No. 2 to the Term Loan Credit Agreement (the “Term Loan Amendment” and, collectively with the Revolving Credit Amendment, the “Amendments”) with the Lenders signatory thereto and General Electric Capital Corporation, as Administrative Agent (the “Term Loan Agent” and, collectively with the with the Revolving Credit Agent, the “Agent”), in connection with the Term Loan Credit Agreement, dated as of March 3, 2008 (the “Term Loan Credit Agreement” and, collectively with the Revolving Credit Agreement, the “Credit Agreements”).

Pursuant to the Amendments, (i) the scheduled maturities under the Credit Agreements have been extended until March 23, 2009 and (ii) the interest rates under the Credit Agreements will be increased as follows: (a) under the Revolving Credit Agreement, the new interest rate will be, at the Company’s option, ABR plus 5.50% or LIBOR plus 6.50% (with up to 4.00% of the total interest rate paid-in-kind at the company’s option), plus an additional 1.50% on Special Overadvances (as defined in the Revolving Credit Agreement), and (b) under the Term Loan Credit Agreement, the new interest rate will be, at the Company’s option, ABR plus 11.50% or LIBOR plus 12.50% (with up to 8.00% of the total interest rate paid-in-kind at the Company’s option).  During this initial extension period, the Company expects to continue negotiations with the Agent and the Lenders on the terms of a more comprehensive amendment or forbearance arrangement.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the text of the Amendments, which are attached hereto as Exhibits 10.1 and 10.2 to this report and are incorporated herein by reference.

Item 2.03     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth under Item 1.01 above is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.  The following are furnished as exhibits to this Form 8-K pursuant to Item 601 of Regulation S-K:

10.1	Amendment No. 1 to the Revolving Credit Agreement, dated as of March 16, 2009, by and among Dayton Superior Corporation, the Lenders signatory thereto and General Electric Capital Corporation, as Administrative Agent and Collateral Agent
10.2	Amendment No. 2 to the Term Loan Credit Agreement, dated as of March 16, 2009, by and among Dayton Superior Corporation, the Lenders party thereto and General Electric Capital Corporation, as Administrative Agent and Collateral Agent.
99.1	Press Release dated March 16, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:	March 16, 2009
		DAYTON SUPERIOR CORPORATION
		By:	/s/ Edward J. Puisis
			Name:	Edward J. Puisis
			Title:	Executive Vice President and
				Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Amendment No. 1 to the Revolving Credit Agreement, dated as of March 16, 2009, by and among Dayton Superior Corporation, the Lenders signatory thereto and General Electric Capital Corporation, as Administrative Agent and Collateral Agent
10.2	Amendment No. 2 to the Term Loan Credit Agreement, dated as of March 16, 2009, by and among Dayton Superior Corporation, the Lenders party thereto and General Electric Capital Corporation, as Administrative Agent and Collateral Agent.
99.1	Press Release dated March 16, 2009.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1

This AMENDMENT NO. 1, dated as of March 16, 2009 (“Amendment No. 1”), is entered into by and among DAYTON SUPERIOR CORPORATION, a Delaware corporation (the “Borrower”), the persons designated as “Lenders” on the signature pages hereto (the “Lenders”), and GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), a Delaware corporation, as administrative agent (in such capacity, the “Administrative Agent”).

WHEREAS, the Borrower, the other Loan Parties, the Lenders and GE Capital, as administrative agent and collateral agent, are party to the Revolving Credit Agreement dated as of March 3, 2008 (the “Original Credit Agreement”; all capitalized terms defined in the Original Credit Agreement and not otherwise defined herein to have the meanings assigned thereto in the Original Credit Agreement); and

WHEREAS, the Borrower wishes to amend the Original Credit Agreement in the manner set forth below; and

WHEREAS, the Lenders, subject to the terms and conditions of this Amendment No. 1, are willing to amend the Original Credit Agreement as provided herein.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Borrower and the Lenders agree as follows:

SECTION 1.
AMENDMENT

Subject to the satisfaction of the condition to effectiveness referred to in Section 2 below, the Original Credit Agreement is hereby amended as follows:

(a)  Section 1.1 of the Original Credit Agreement is hereby amended by adding in the appropriate alphabetical places the following definitions:

“Amendment No. 2” means the Amendment No.2 to this Agreement dated as of March 16, 2009 among the Borrower, the Administrative Agent and the Lenders signatory thereto.  

“Amendment No. 2 Effective Date” has the meaning specified in Section 2 of Amendment No. 2.

 “PIK Loan” has the meaning specified in Section 2.19.

“PIK Note” means a promissory note of the Borrower, in substantially the form of Exhibit K, payable to the order of a Lender in a principal amount equal to such Lender’s pro rata share of the aggregate amount of interest, fees or other obligations capitalized hereunder.

(b)  The definition of the term “Applicable Margin” appearing in Section 1.1 of the Original Credit Agreement is hereby amended and restated in its entirety as follows:

“‘Applicable Margin’ means (i) in the case of any Eurodollar Rate Loan (other than any Eurodollar Rate Loan constituting a Special Overadvance), 6.50%, per annum (ii) in the case of any Base Rate Loan (other than any Eurodollar Rate Loan constituting a Special Overadvance), 5.50% per annum, (iii) in the case of Eurodollar Rate Loans constituting a Special Overadvance, 8.00% per annum and (iv) in the case of any Base Rate Loan constituting a Special Overadvance, 7.00% per annum.”

(c)  The definition of the term “Loan” appearing in Section 1.1 of the Original Credit Agreement is amended by adding the following parenthetical immediately prior to the period appearing at the end of such definition: “(including, without limitation, Revolving Loans, Swing Loans and PIK Loans)”.

(d)  The definition of the term “Note” appearing in Section 1.1 of the Original Credit Agreement is amended and restated in its entirety to read as follows:

“‘Note’ means (i) a promissory note of the Borrower, in substantially the form of Exhibit B, payable to the order of a Lender in a principal amount equal to the amount of such Lender’s Commitment, or (ii) a PIK Note, as applicable.”

(e)  The definition of the term “Revolving Loan” appearing in Section 1.1 of the Original Credit Agreement is amended and restated in its entirety to read as follows:

“‘Revolving Loan’ (i) means a loan made or to be made in accordance with the terms of Section 2.1 (which, in the context of the making of such loan shall not include any PIK Loan) and (ii) also means, as the context requires, the outstanding principal balance of such loan (which in all cases shall include all PIK Loans added to such loan pursuant to Section 2.19 or evidenced by a PIK Note).”

(f)  The definition of the term “Scheduled Maturity Date” appearing in Section 1.1 of the Original Credit Agreement is amended and restated in its entirety as follows:

“‘Scheduled Maturity Date” means March 23, 2009.”

(g)  The definition of the term “Swing Loan” appearing in Section 1.1 of the Original Credit Agreement is amended and restated in its entirety as follows:

“‘Swing Loan’ (i) means a loan made or to be made in accordance with the terms of Section 2.3 (which, in the context of the making of such loan shall not include any PIK Loan added to such loan pursuant to Section 2.19 or evidenced by a PIK Note) and (ii) also means, as the context requires, the outstanding principal balance of such loan (which in all cases shall include all PIK Loans added to such loan pursuant to Section 2.19 or evidenced by a PIK Note).”

(h)  Section 2.1(a) of the Original Credit Agreement is hereby amended by replacing the text “agrees to make loans in Dollars (each a ‘Revolving Loan’)” appearing therein with the text “agrees to make Revolving Loans in Dollars”.

(i)  Section 2.3(a) of the Original Credit Agreement is hereby amended by replacing the text “make loans in Dollars (each a ‘Swing Loan’)” appearing therein with the text “agrees to make Swing Loans in Dollars”.

(j)  Section 2.9(a) of the Original Credit Agreement is amended and restated in its entirety to read as follows:

“(a)      Rate.  The Loans and the outstanding amount of all other Obligations (other than pursuant to Secured Hedging Agreements) shall bear interest, in the case of the Loans (other than PIK Loans), on the unpaid principal amount thereof from the Closing Date, in the case of PIK Loans, on the unpaid principal amount thereof from the date deemed made, and, in the case of such other Obligations, from the date such other Obligations are due and payable until, in all cases, paid in full, except as otherwise provided in clause (c) below, as follows:  (i) in the case of Base Rate Loans, at a rate per annum equal to the sum of the Base Rate and the Applicable Margin, each as in effect from time to time, (ii) in the case of Eurodollar Rate Loans, at a rate per annum equal to the sum of the Eurodollar Rate and the Applicable Margin, each as in effect for the applicable Interest Period, and (iii) in the case of other Obligations, at a rate per annum equal to the sum of the Base Rate and the Applicable Margin for Revolving Loans that are Base Rate Loans, each as in effect from time to time.  PIK Loans shall initially be Base Rate Loans and may be converted to Eurodollar Rate Loans subsequently in accordance with Section 2.10.”

(k)  Section 2.13(a) of the Original Credit Agreement is hereby amended by adding the following language immediately prior to the phrase “by wire transfer to the following account”:  “, except to the extent of amounts required, or elected by the Borrower in accordance with Section 2.19, to be capitalized as additional principal obligations,”.

 (l)  Section 2 of the Original Credit Agreement is amended by adding the following Section 2.19 at the end of such Section 2 as follows:

“Section 2.19  PIK Provisions.  

A portion of the interest accruing on the Loans and the other Obligations pursuant to Section 2.9 hereof, up to an amount of interest representing a per annum rate of 4.00%, may, at the Borrower’s election (which election, and the amount thereof, shall be notified irrevocably in writing by the Borrower to the Administrative Agent no later than ten Business Days prior to the end of the applicable period for which accrued interest is required to be paid, or, in the case of interest paid on demand, no later than the date of such payment on demand), be paid in kind and capitalized as additional principal obligations on and as of the date for payment thereof as provided for in this Agreement or any Loan Document (payable to the Lenders pro rata), all of which shall constitute Obligations as defined herein (such Obligations constituting capitalized amounts, “PIK Loans” which PIK Loans shall be deemed made on the date of the capitalization of such amounts) hereunder and constitute a part of the principal outstanding amount of the Loans for all purposes hereof (including the accrual of interest thereon at the rates applicable to Loans generally), and which may, at the request of any Lender to whom such capitalized interest is owing, be evidenced by PIK Notes in the form of Exhibit K hereto (and, if so requested by a Lender prior to the date of such capitalization, the Borrower shall have delivered a PIK Note evidencing such capitalized amounts to such Lender no later than such date of capitalization).  Each Lender is hereby authorized by the Borrower to enter on a schedule attached to any of its PIK Notes a record of amounts capitalized as principal and evidenced thereby, and amounts repaid or prepaid thereon, and such entries shall be conclusive in the absence of manifest error; provided, however, that the failure by any Lender to request or hold any PIK Note or to make any such entry or any error in making such entry shall not limit or otherwise affect the obligation of the Borrower and the rights and remedies of any Lender hereunder (including in respect of that portion of the Loan constituting capitalized interest) or and on or under the PIK Notes.”

(m)  The Original Credit Agreement is amended by attaching as Exhibit K thereto the language attached hereto as Exhibit A.

(n)  Section 8  of the Original Credit Agreement is hereby amended by adding the following Section 8.16 at the end of Section 8 to read as follows:

“Section 8.16  Restrictions on Transactions.

Notwithstanding anything to the contrary contained in this Section 8, on and after the Amendment No.2 Effective Date the Borrower shall not, and shall not permit any other Group Member to, incur any Indebtedness (including through an exchange offer or refinancing), make any Investment, incur any Lien, sell, transfer or dispose of any of its property, make any Restricted Payment, prepay, redeem, purchase, defease or otherwise satisfy any Subordinated Debt or Subordinated Refinancing Indebtedness, enter into any transaction described in Section 8.7, or enter into any transaction with any Affiliate other than the following:

(i)       Indebtedness permitted by Section 8.1(e) or Section 8.1(l) in each case, in the ordinary course of business and necessary for the conduct of the operations of Dayton Superior Canada Ltd., Section 8.1(a), Section 8.1(i), Section 8.1(n) or Section 8.1(o),

(ii)      Liens permitted by Section 8.2(a), Section 8.2(b) or Section 8.2(g),

(iii)     Investments permitted by Section 8.3(b) or Section 8.3(c), Investments in Dayton Superior Canada Ltd. permitted by Section 8.3(e)(iii) in the ordinary course of business and necessary for the conduct of the operations of Dayton Superior Canada Ltd., or Investments permitted by Section 8.3(f), Section 8.3(g) or Section 8.3(i) in the case of sales of property permitted by Section 8.4(a)(i),

(iv)      sales of property permitted by Section 8.4, other than Section 8.4(e),

(v)       Restricted Payments permitted by Section 8.5(a), Section 8.5(b), Section 8.5(d)(i) or Section 8.5(f),

(vi)      prepayments, redemptions, purchases, defeasances and other satisfactions prior to maturity of Subordinated Indebtedness  permitted by Section 8.6, other than Section 8.6(b)(ii)(D), Section 8.6(d) or Section 8.6(e), and

(vii)     transactions with Affiliates permitted by Section 8.9(a), Section 8.9(b), Section 8.9(e) or Section 8.9(f) or, to the extent that any such Restricted Payment or Investment is permitted by this Section 8.16, Section 8.9(c).”

SECTION 2.
CONDITIONS TO EFFECTIVENESS

This Amendment No. 2 shall be effective as of March 16, 2009 (the “Amendment No.2 Effective Date”) subject to and upon  satisfaction on or prior to such date of the following conditions: (i) receipt by the Administrative Agent of one or more counterparts of this Amendment No. 1 executed and delivered by the Borrower, the Administrative Agent and the Lenders, (ii) receipt by the Administrative Agent of evidence satisfactory to the Administrative Agent that the Term Loan Credit Agreement has been amended (or is concurrently being amended) pursuant to an amendment in the form of Annex I hereto (the “Term Loan Facility Amendment”), (iii) receipt by the Administrative Agent in immediately available funds of $100,000 in respect of costs and expenses of counsel to the Administrative Agent, and $ 243,750 in respect of costs and expenses of the financial advisor to the Administrative Agent and (iv) receipt by the Administrative Agent of a certificate of a Responsible Officer that no Default or Event of Default has occurred or is continuing.

SECTION 3.
LIMITATION ON SCOPE

Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Loan Documents shall remain in full force and effect in accordance with their respective terms.  The amendment set forth herein shall be limited precisely as provided for herein and shall not be deemed to be a waiver of, amendment of, consent to or modification of any term or provision of the Loan Documents or any other document or instrument referred to therein or of any transaction or further or future action on the part of the Borrower or any other Loan Party requiring the consent of the Administrative Agent or Lenders except to the extent specifically provided for herein.  The Administrative Agent and Lenders have not and shall not be deemed to have waived any of their respective rights and remedies against the Borrower or any other Loan Party for any existing or future Defaults or Event of Default.

SECTION 4.
MISCELLANEOUS

(a)  The Borrower hereby represents and warrants that (i) this Amendment No. 2 has been duly authorized and executed by it, and the Original Credit Agreement, as amended by this Amendment No. 2, is its legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, moratorium and similar laws affecting the rights of creditors in general; and (ii) this Amendment No. 2 is being delivered in the State of New York.

(b)  The Borrower hereby ratifies and confirms the Original Credit Agreement as amended hereby, and agrees that, as amended hereby, the Original Credit Agreement remains in full force and effect.

(c)  The Borrower hereby acknowledges, confirms and agrees that, as of the date hereof, the security interests and liens granted to the Administrative Agent on behalf of itself and the Secured Parties under the Original Credit Agreement and the other Loan Documents securing the Obligations are in full force and effect, are properly perfected and are enforceable in accordance with the terms of the Credit Agreement and the other Loan Documents.

(d)  The Borrower hereby acknowledges, confirms and agrees that as of the open of business on  March 16, 2009, the Borrower was in the aggregate indebted to the Administrative Agent and Lenders for Loans under the Loan Documents in the aggregate principal amount of $95,345,892.50 plus Letter of Credit Obligations in the aggregate amount of $8,924,107.50 and that all such obligations under the Credit Agreement owing by the Borrower together with interest accrued and accruing thereon, and all fees, costs, expenses and other charges now or hereafter payable by the Borrower to the Administrative Agent and each Lender pursuant to the terms of the Loan Documents and this Amendment No. 1, are unconditionally owing by the Borrower to each Lender, without offset, defense or counterclaim of any kind, nature or description whatsoever.

(e)  The Administrative Agent and each Lender party to this Amendment No.2 hereby consents to the amendments and modifcations set forth in that certain Term Loan Facility Amendment attached hereto as Annex I.

(f)  The Borrower hereby represents and warrants as of the date hereof in favor of the Administrative Agent and each Lender that each and every representation and warranty heretofore made by the Borrower in the Original Credit Agreement and the other Loan Documents is true and correct as if made on the date hereof (except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date) and with specific reference to this Amendment No. 2 and all other Loan Documents executed and/or delivered in connection herewith, provided that the representation and warranty contained in this paragraph (f) shall not apply to the representation and warranty contained in Section 4.5 of the Original Credit Agreement or the representation and warranty contained in Section 4.6 of the Original Credit Agreement, except to the extent that the representation and warranty contained in Section 4.6 of the Original Credit Agreement constitutes a representation and warranty that the Borrower is Solvent within the meaning of clause (c) of the definition of the term ‘Solvent’.

(g)  The Borrower agrees that all Loan Documents remain in full force and effect notwithstanding the execution and delivery of this Amendment No. 1.

(h)  This Amendment No. 1 may be executed by the 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 and the same instrument.

(i)  All references in the Loan Documents to the “Credit Agreement” and in the Original Credit Agreement as amended hereby to “this Agreement,” “hereof,” “herein” or the like shall mean and refer to the Original Credit Agreement as amended by this Amendment No. 1 (as well as by all subsequent amendments, restatements, modifications and supplements thereto).

(j)  Each of the following provisions of the Original Credit Agreement is hereby incorporated herein by this reference with the same effect as though set forth in its entirety herein, mutatis mutandis, and as if “this Agreement” in any such provision read “this Amendment No. 1”: Section 11.11 (Notices), Section 11.13 (Governing Law), Section 11.14 (Jurisdiction), Section 11.15 (Waiver of Jury Trial), Section 11.16 (Severability) and Section 11.18 (Entire Agreement).

SECTION 5.
RELEASE

Borrower hereby releases, acquits, and forever discharges the Administrative Agent and each of the Lenders and each past or present affiliate, officer, director, agent, servant, employee, representative and attorney of the Administrative Agent and the Lenders from any and all claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character, or nature whatsoever, known or unknown, fixed or contingent, which Borrower may have or claim to have now or which may hereafter arise out of or connected with any act of commission or omission of the Administrative Agent or any Lender existing or occurring prior to the date of this Amendment No. 1 or any instrument executed prior to the date of this Amendment No. 1 including, without limitation, any claims, liabilities or obligations arising with respect to the Original Credit Agreement or the other of the Loan Documents.  The provisions of this Section 5 shall be binding upon Borrower and shall inure to the benefit of the Administrative Agent and the Lenders and each past or present affiliate, officer, director, agent, servant, employee, representative and attorney of the Administrative Agent and the Lenders.

[signature pages follow]

WITNESS the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above.

BORROWER:
DAYTON SUPERIOR CORPORATION, a
Delaware corporation
By:	/s/ Edward J. Puisis
	Name:  Edward J. Puisis
	Title: Executive Vice President and CFO
LENDERS:
GENERAL ELECTRIC CAPITAL
CORPORATION,
as Administrative Agent and a Lender
By:	/s/ Michelle Handy
	Name: Michelle Handy
	Title:  Its Duly Authorized Signatory

Exhibit A

EXHIBIT K
TO
REVOLVING CREDIT AGREEMENT



FORM OF PIK NOTE

Lender:  [NAME OF LENDER]	New York, New York
	___________, ____

FOR VALUE RECEIVED, the undersigned, Dayton Superior Corporation, a Delaware corporation (the “Borrower”), hereby promises to pay to the order of the Lender set forth above (the “Lender”) a principal sum (the “Principal Amount”) equal to such Lender’s share of the aggregate amount of interest, fees and other obligations and amounts capitalized from time to time as additional principal in accordance with the Credit Agreement, payable at such times and in such amounts as are specified in the Credit Agreement for Loans.

The Borrower promises to pay interest on the unpaid portion of the Principal Amount from the date of the applicable capitalization as principal until such principal amount is paid in full, payable at such times and at such interest rates as are specified in the Credit Agreement for Loans.  Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Borrower.

Both principal and interest are payable in Dollars to General Electric Capital Corporation, as Administrative Agent, at 299 Park Avenue, New York, New York 10171, in immediately available funds.

This Note is a PIK Note and is one of the Notes referred to in, and is entitled to the benefits of, the Revolving Credit Agreement, dated as of March 3, 2008 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto and General Electric Capital Corporation, as administrative agent and collateral agent for the Lenders.  Capitalized terms used herein without definition are used as defined in the Credit Agreement.

The Credit Agreement, among other things, (a) provides for the capitalization as principal of certain fees and interest from time to time, the Lender’s portion of the aggregate amount of which shall be the Principal Amount, and the indebtedness of the Borrower to the Lender resulting from such capitalization being evidenced by this Note and (b) contains provisions for acceleration of the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions specified therein.

This Note is a Loan Document, is entitled to the benefits of the Loan Documents and is subject to certain provisions of the Credit Agreement, including Sections 1.5 (Interpretation), 11.14(a) (Submission to Jurisdiction) and 11.15 (Waiver of Jury Trial) thereof.

This Note is a registered obligation, transferable only upon notation in the Register, and no assignment hereof shall be effective until recorded therein.

The Lender is authorized (but not obligated) to endorse on the Schedule hereto, or on a continuation thereof, the Principal Amount, each addition thereto by reason of a capitalization of any amount as principal in accordance with the Credit Agreement, and each payment or prepayment with respect thereto, which endorsement shall be conclusive in the absence of manifest error.

This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and delivered by its duly authorized officer as of the day and year and at the place set forth above.

DAYTON SUPERIOR CORPORATION

By:

Name:

Title:

SCHEDULE
PIK NOTE

Date Note Amount Interest
Rate Amount of Principal
Paid or Prepaid /
(Amount Capitalized
as Principal) Unpaid Principal
Amount of Note Notation
Made By

EX-10.2

Exhibit 10.2

AMENDMENT NO. 2

This AMENDMENT NO. 2, dated as of March 16, 2009 (“Amendment No. 2”), is entered into by and among DAYTON SUPERIOR CORPORATION, a Delaware corporation (the “Borrower”), the persons designated as “Lenders” on the signature pages hereto (the “Lenders”), and GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), a Delaware corporation, as administrative agent (in such capacity, the “Administrative Agent”).

WHEREAS, the Borrower, the other Loan Parties, the Lenders and GE Capital, as administrative agent and collateral agent, are party to the Term Loan Credit Agreement dated as of March 3, 2008 (as amended by Amendment No. 1, dated as of June 4, 2008, the “Original Credit Agreement”; all capitalized terms defined in the Original Credit Agreement and not otherwise defined herein to have the meanings assigned thereto in the Original Credit Agreement); and

WHEREAS, the Borrower wishes to amend the Original Credit Agreement in the manner set forth below; and

WHEREAS, the Lenders, subject to the terms and conditions of this Amendment No. 2, are willing to amend the Original Credit Agreement as provided herein.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Borrower and the Lenders agree as follows:

SECTION 1.
AMENDMENT

Subject to the satisfaction of the condition to effectiveness referred to in Section 2 below, the Original Credit Agreement is hereby amended as follows:

(a)  Section 1.1 of the Original Credit Agreement is hereby amended by adding in the appropriate alphabetical places the following definitions:

“Amendment No. 2” means the Amendment No.2 to this Agreement dated as of March 16, 2009 among the Borrower, the Administrative Agent and the Lenders signatory thereto.  

“Amendment No. 2 Effective Date” has the meaning specified in Section 2 of Amendment No. 2.

“PIK Loan” has the meaning specified in Section 2.19.

“PIK Note” means a promissory note of the Borrower, in substantially the form of Exhibit K, payable to the order of a Lender in a principal amount equal to such Lender’s pro rata share of the aggregate amount of interest, fees or other obligations capitalized hereunder.

(b)  The definition of the term “Applicable Margin” appearing in Section 1.1 of the Original Credit Agreement is hereby amended and restated in its entirety as follows:

“Applicable Margin” means, in the case of Base Rate Loans, 11.50% per annum, and in the case of Eurodollar Rate Loans, 12.50% per annum, a portion of which shall be payable in cash and a portion of which shall be payable in kind, in accordance with the provisions of Section 2.19.

(c)  The definition of the term “Note” appearing in Section 1.1 of the Original Credit Agreement is amended and restated in its entirety to read as follows:

“‘Note’ means (i) a promissory note of the Borrower, in substantially the form of Exhibit B, payable to the order of a Lender in a principal amount equal to the amount of such Lender’s Commitment, or (ii) a PIK Note, as applicable.”

(d)  The definition of “Scheduled Maturity Date” appearing in Section 1.1 of the Original Credit Agreement is amended and restated in its entirety as follows:

“‘Scheduled Maturity Date” means March 23, 2009.”

(e)  Section 2.1 of the Original Credit Agreement is hereby amended by replacing the parenthetical phrase “each a ‘Term Loan’” in its entirely with the phrase:  “each such loan, together with each  PIK Loan, being referred to herein as a ‘Term Loan’”.

(f)  Section 2.2(a) of the Original Credit Agreement is hereby amended by adding the following language immediately following the phrase “The borrowing of the Term Loans”:  “(other than PIK Loans)”.

(g)  Section 2.9(a) of the Original Credit Agreement is amended and restated in its entirety to read as follows:

“(a)      Rate.  The Term Loans and the outstanding amount of all other Obligations (other than pursuant to Secured Hedging Agreements) shall bear interest, in the case of the Term Loans (other than PIK Loans), on the unpaid principal amount thereof from the Closing Date, in the case of PIK Loans, on the unpaid principal amount thereof from the date deemed made, and, in the case of such other Obligations, from the date such other Obligations are due and payable until, in all cases, paid in full, except as otherwise provided in clause (c) below, as follows:  (i) in the case of Base Rate Loans, at a rate per annum equal to the sum of the Base Rate and the Applicable Margin, each as in effect from time to time, (ii) in the case of Eurodollar Rate Loans, at a rate per annum equal to the sum of the Eurodollar Rate and the Applicable Margin, each as in effect for the applicable Interest Period, and (iii) in the case of other Obligations, at a rate per annum equal to the sum of the Base Rate and the Applicable Margin for Revolving Loans that are Base Rate Loans, each as in effect from time to time.  PIK Loans shall initially be Base Rate Loans and may be converted to Eurodollar Rate Loans subsequently in accordance with Section 2.10.”

(h)  Section 2.13(a) of the Original Credit Agreement is hereby amended by adding the following language immediately prior to the phrase “by wire transfer to the following account”:  “, except to the extent of amounts required, or elected by the Borrower in accordance with Section 2.19, to be capitalized as additional principal obligations,”.

(i)  Section 2 of the Original Credit Agreement is amended by adding the following Section 2.19 at the end of such Section 2 as follows:

“Section 2.19  PIK Provisions.  

A portion of the interest accruing on the Term Loans and the other Obligations pursuant to Section 2.9 hereof, up to an amount of interest representing a per annum rate of 8.00%, may, at the Borrower’s election (which election, and the amount thereof, shall be notified irrevocably in writing by the Borrower to the Administrative Agent no later than ten Business Days prior to the end of the applicable period for which accrued interest is required to be paid, or, in the case of interest paid on demand, no later than the date of such payment on demand), be paid in kind and capitalized as additional principal obligations on and as of the date for payment thereof as provided for in this Agreement or any Loan Document (payable to the Lenders pro rata), all of which shall constitute Obligations as defined herein (such Obligations constituting capitalized amounts, “PIK Loans” which PIK Loans shall be deemed made on the date of the capitalization of such amounts) hereunder and constitute a part of the principal outstanding amount of the Term Loans for all purposes hereof (including the accrual of interest thereon at the rates applicable to Term Loans generally), and which may, at the request of any Lender to whom such capitalized interest is owing, be evidenced by PIK Notes in the form of Exhibit K hereto (and, if so requested by a Lender prior to the date of such capitalization, the Borrower shall have delivered a PIK Note evidencing such capitalized amounts to such Lender no later than such date of capitalization).  Each Lender is hereby authorized by the Borrower to enter on a schedule attached to any of its PIK Notes a record of amounts capitalized as principal and evidenced thereby, and amounts repaid or prepaid thereon, and such entries shall be conclusive in the absence of manifest error; provided, however, that the failure by any Lender to request or hold any PIK Note or to make any such entry or any error in making such entry shall not limit or otherwise affect the obligation of the Borrower and the rights and remedies of any Lender hereunder (including in respect of that portion of the Term Loan constituting capitalized interest) or and on or under the PIK Notes.”  

(j)  The Original Credit Agreement is amended by attaching as Exhibit K thereto the language attached hereto as Exhibit A.

(k)  Section 7.9 of the Original Credit Agreement is hereby amended by adding the following language immediately following the phrase “The proceeds of the Term Loans”:  “(except for any PIK Loans)”.

(l)  Section 8.6 of the Original Credit Agreement is hereby amended by adding the following language immediately following the phrase “proceeds from an increase in the Term Loan Obligations”:  “(except for any PIK Loans)”.

(m)  Section 8  of the Original Credit Agreement is hereby amended by adding the following Section 8.16 at the end of Section 8 to read as follows:

“Section 8.16  Restrictions on Transactions.

Notwithstanding anything to the contrary contained in this Section 8, on and after the Amendment No.2 Effective Date the Borrower shall not, and shall not permit any other Group Member to, incur any Indebtedness (including through an exchange offer or refinancing), make any Investment, incur any Lien, sell, transfer or dispose of any of its property, make any Restricted Payment, prepay, redeem, purchase, defease or otherwise satisfy any Subordinated Debt or Subordinated Refinancing Indebtedness, enter into any transaction described in Section 8.7, or enter into any transaction with any Affiliate other than the following:

(i)       Indebtedness permitted by Section 8.1(e) or Section 8.1(l) in each case, in the ordinary course of business and necessary for the conduct of the operations of Dayton Superior Canada Ltd., Section 8.1(a), Section 8.1(i), Section 8.1(n) or Section 8.1(o),

(ii)      Liens permitted by Section 8.2(a), Section 8.2(b) or Section 8.2(g),

(iii)     Investments permitted by Section 8.3(b) or Section 8.3(c), Investments in Dayton Superior Canada Ltd. permitted by Section 8.3(e)(iii) in the ordinary course of business and necessary for the conduct of the operations of Dayton Superior Canada Ltd., or Investments permitted by Section 8.3(f), Section 8.3(g) or Section 8.3(i) in the case of sales of property permitted by Section 8.4(a)(i),

(iv)      sales of property permitted by Section 8.4, other than Section 8.4(e),

(v)       Restricted Payments permitted by Section 8.5(a), Section 8.5(b), Section 8.5(d)(i) or Section 8.5(f),

(vi)      prepayments, redemptions, purchases, defeasances and other satisfactions prior to maturity of Subordinated Indebtedness  permitted by Section 8.6, other than Section 8.6(b)(ii)(D), Section 8.6(d) or Section 8.6(e), and

(vii)     transactions with Affiliates permitted by Section 8.9(a), Section 8.9(b), Section 8.9(e) or Section 8.9(f) or, to the extent that any such Restricted Payment or Investment is permitted by this Section 8.16, Section 8.9(c).”

SECTION 2.
CONDITIONS TO EFFECTIVENESS

This Amendment No. 2 shall be effective as of March 16, 2009 (the “Amendment No.2 Effective Date”) subject to and upon  satisfaction on or prior to such date of the following conditions:(i) receipt by the Administrative Agent of one or more counterparts of this Amendment No. 2 executed and delivered by the Borrower, the Administrative Agent and the Lenders, (ii) receipt by the Administrative Agent of evidence satisfactory to the Administrative Agent that the Revolving Credit Agreement has been amended (or is concurrently being amended) pursuant to an amendment in the form of Annex I hereto (the “Revolving Credit Facility Amendment”), (iii) receipt by the Administrative Agent of a certificate of a Responsible Officer that no Default or Event of Default has occurred or is continuing, and (iv) the receipt by Gibson, Dunn & Crutcher LLP in immediately available funds of the fees and disbursements described in Section 4(j).

SECTION 3.
LIMITATION ON SCOPE

Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Loan Documents shall remain in full force and effect in accordance with their respective terms.  The amendment set forth herein shall be limited precisely as provided for herein and shall not be deemed to be a waiver of, amendment of, consent to or modification of any term or provision of the Loan Documents or any other document or instrument referred to therein or of any transaction or further or future action on the part of the Borrower or any other Loan Party requiring the consent of the Administrative Agent or Lenders except to the extent specifically provided for herein.  The Administrative Agent and Lenders have not and shall not be deemed to have waived any of their respective rights and remedies against the Borrower or any other Loan Party for any existing or future Defaults or Event of Default.

SECTION 4.
MISCELLANEOUS

(a)  The Borrower hereby represents and warrants that (i) this Amendment No. 2 has been duly authorized and executed by it, and the Original Credit Agreement, as amended by this Amendment No. 2, is its legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, moratorium and similar laws affecting the rights of creditors in general; and (ii) this Amendment No. 2 is being delivered in the State of New York.

(b)  The Borrower hereby ratifies and confirms the Original Credit Agreement as amended hereby, and agrees that, as amended hereby, the Original Credit Agreement remains in full force and effect.

(c)  The Borrower hereby acknowledges, confirms and agrees that, as of the date hereof, the security interests and liens granted to the Administrative Agent on behalf of itself and the Secured Parties under the Original Credit Agreement and the other Loan Documents securing the Obligations are in full force and effect, are properly perfected and are enforceable in accordance with the terms of the Credit Agreement and the other Loan Documents.

(d)  The Borrower hereby acknowledges, confirms and agrees that as of the open of business on  March 16, 2009, the Borrower was in the aggregate indebted to the Administrative Agent and Lenders for Term Loans under the Loan Documents in the principal amount of $99,250,000, and that all such obligations under the Credit Agreement owing by the Borrower together with interest accrued and accruing thereon, and all fees, costs, expenses and other charges now or hereafter payable by the Borrower to the Administrative Agent and each Lender pursuant to the terms of the Loan Documents and this Amendment No. 2, are unconditionally owing by the Borrower to each Lender, without offset, defense or counterclaim of any kind, nature or description whatsoever

(e)  The Administrative Agent and each Lender party to this Amendment No.2 hereby consents to the amendments and modifcations set forth in that certain Revolving Credit Facility Amendment attached hereto as Annex I.

(f)  The Borrower hereby represents and warrants as of the date hereof in favor of the Administrative Agent and each Lender that each and every representation and warranty heretofore made by the Borrower in the Original Credit Agreement and the other Loan Documents is true and correct as if made on the date hereof (except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date) and with specific reference to this Amendment No. 2 and all other Loan Documents executed and/or delivered in connection herewith, provided that the representation and warranty contained in this paragraph (f) shall not apply to the representation and warranty contained in Section 4.5 of the Original Credit Agreement or the representation and warranty contained in Section 4.6 of the Original Credit Agreement, except to the extent that the representation and warranty contained in Section 4.6 of the Original Credit Agreement constitutes a representation and warranty that the Borrower is Solvent within the meaning of clause (c) of the definition of the term ‘Solvent’.

(g)  The Borrower agrees that all Loan Documents remain in full force and effect notwithstanding the execution and delivery of this Amendment No. 2.

(h)  This Amendment No. 2 may be executed by the 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 and the same instrument.

(i)  All references in the Loan Documents to the “Credit Agreement” and in the Original Credit Agreement as amended hereby to “this Agreement,” “hereof,” “herein” or the like shall mean and refer to the Original Credit Agreement as amended by this Amendment No. 2 (as well as by all subsequent amendments, restatements, modifications and supplements thereto).

(j)  On or prior to March 16, 2009, the Borrower shall deposit with Gibson, Dunn & Crutcher LLP, counsel for Davidson Kempner Capital Management LLC and Silverpoint Capital, L.P., as Lenders, $50,000 to be applied toward payment of legal fees and disbursements of Gibson, Dunn & Crutcher LLP, as incurred, in representation of such Lenders in connection with this Amendment No. 2 and the preservation of their rights and any potential restructuring, as provided under Section 11.3(c) of the Original Credit Agreement; and the Borrower agrees to pay all such fees and expenses, if any, in excess of such amount, to the extent payable under  Section 11.3(c) of the Original Credit Agreement, upon demand by such Lenders.

(k)  Each of the following provisions of the Original Credit Agreement is hereby incorporated herein by this reference with the same effect as though set forth in its entirety herein, mutatis mutandis, and as if “this Agreement” in any such provision read “this Amendment No. 2”: Section 11.11 (Notices), Section 11.13 (Governing Law), Section 11.14 (Jurisdiction), Section 11.15 (Waiver of Jury Trial), Section 11.16 (Severability) and Section 11.18 (Entire Agreement).

SECTION 5.
RELEASE

Borrower hereby releases, acquits, and forever discharges the Administrative Agent and each of the Lenders and each past or present affiliate, officer, director, agent, servant, employee, representative and attorney of the Administrative Agent and the Lenders from any and all claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character, or nature whatsoever, known or unknown, fixed or contingent, which Borrower may have or claim to have now or which may hereafter arise out of or connected with any act of commission or omission of the Administrative Agent or any Lender existing or occurring prior to the date of this Amendment No. 2 or any instrument executed prior to the date of this Amendment No. 2 including, without limitation, any claims, liabilities or obligations arising with respect to the Original Credit Agreement or the other of the Loan Documents.  The provisions of this Section 5 shall be binding upon Borrower and shall inure to the benefit of the Administrative Agent and the Lenders and each past or present affiliate, officer, director, agent, servant, employee, representative and attorney of the Administrative Agent and the Lenders.

[signature pages follow]

WITNESS the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above.

BORROWER:
DAYTON SUPERIOR CORPORATION, a
Delaware corporation
By:	/s/ Edward J. Puisis
	Name:  Edward J. Puisis
	Title: Executive Vice President and CFO
LENDERS:
GENERAL ELECTRIC CAPITAL
CORPORATION,
as Administrative Agent and a Lender
By:	/s/ Michelle Handy
	Name: Michelle Handy
	Title:  Its Duly Authorized Signatory
DK ACQUISITION PARTNERS, LP, as a Lender
By: M.H. DAVIDSON & CO., its general partner
By:	/s/ Avi Friedman
	Name: Avi Friedman
	Title:  General Partner
SILVERPOINT CAPITAL, L.P., as a Lender
By:	/s/ Zac Zeitlin
	Name: Zac Zeitlin
	Title:  Authorized Signatory

 Exhibit A

EXHIBIT K
TO
TERM LOAN CREDIT AGREEMENT



FORM OF PIK NOTE

Lender:  [NAME OF LENDER]	New York, New York
	___________, ____

FOR VALUE RECEIVED, the undersigned, Dayton Superior Corporation, a Delaware corporation (the “Borrower”), hereby promises to pay to the order of the Lender set forth above (the “Lender”) a principal sum (the “Principal Amount”) equal to such Lender’s share of the aggregate amount of interest, fees and other obligations and amounts capitalized from time to time as additional principal in accordance with the Credit Agreement, payable at such times and in such amounts as are specified in the Credit Agreement for Term Loans.

The Borrower promises to pay interest on the unpaid portion of the Principal Amount from the date of the applicable capitalization as principal until such principal amount is paid in full, payable at such times and at such interest rates as are specified in the Credit Agreement for Term Loans.  Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Borrower.

Both principal and interest are payable in Dollars to General Electric Capital Corporation, as Administrative Agent, at 299 Park Avenue, New York, New York 10171, in immediately available funds.

This Note is a PIK Note and is one of the Notes referred to in, and is entitled to the benefits of, the Term Loan Credit Agreement, dated as of March 3, 2008 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto and General Electric Capital Corporation, as administrative agent and collateral agent for the Lenders.  Capitalized terms used herein without definition are used as defined in the Credit Agreement.

The Credit Agreement, among other things, (a) provides for the capitalization as principal of certain fees and interest from time to time, the Lender’s portion of the aggregate amount of which shall be the Principal Amount, and the indebtedness of the Borrower to the Lender resulting from such capitalization being evidenced by this Note and (b) contains provisions for acceleration of the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions specified therein.

This Note is a Loan Document, is entitled to the benefits of the Loan Documents and is subject to certain provisions of the Credit Agreement, including Sections 1.5 (Interpretation), 11.14(a) (Submission to Jurisdiction) and 11.15 (Waiver of Jury Trial) thereof.

This Note is a registered obligation, transferable only upon notation in the Register, and no assignment hereof shall be effective until recorded therein.

The Lender is authorized (but not obligated) to endorse on the Schedule hereto, or on a continuation thereof, the Principal Amount, each addition thereto by reason of a capitalization of any amount as principal in accordance with the Credit Agreement, and each payment or prepayment with respect thereto, which endorsement shall be conclusive in the absence of manifest error.

This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and delivered by its duly authorized officer as of the day and year and at the place set forth above.

DAYTON SUPERIOR CORPORATION

By:

Name:

Title:

SCHEDULE
PIK NOTE

Date Note Amount Interest
Rate Amount of Principal
Paid or Prepaid /
(Amount Capitalized
as Principal) Unpaid Principal
Amount of Note Notation
Made By

EX-99.1

Exhibit 99.1

Dayton Superior Amends Credit Agreement

DAYTON, Ohio--(BUSINESS WIRE)--March 16, 2009--Dayton Superior Corporation (NASDAQ: DSUP), the leading North American provider of specialized products for the nonresidential concrete construction market, today announced that it has entered into a first amendment to the revolving credit agreement with the lender under its $150.0 million revolving credit facility. The company also announced that it has entered into a second amendment to the term loan credit agreement with the lenders under its $100.0 million term loan credit facility. Pursuant to the amendments, the scheduled maturities under the senior credit facilities have been extended until March 23, 2009. During this initial extension period, the company expects to continue negotiations with its senior lenders on the terms of a more comprehensive amendment or forbearance arrangement.

The interest rates under its senior credit facilities will be increased as follows: (i) under the revolving credit facility, the new interest rate will be, at the company’s option, ABR plus 5.50% or LIBOR plus 6.50% (with up to 4.00% of the total interest rate paid-in-kind at the company’s option), plus an additional 1.50% on special overadvances, and (ii) under the term loan credit facility, the new interest rate will be, at the company’s option, ABR plus 11.50% or LIBOR plus 12.50% (with up to 8.00% of the total interest rate paid-in-kind at the company’s option).

Copies of the credit agreement amendments will be filed as exhibits to the company's Current Report on Form 8-K to be filed with the Securities and Exchange Commission later today.

The company is continuing to evaluate possible strategic alternatives to enhance stockholder value, including the possible sale of the company or a controlling interest in the company, and as previously announced, Harris Williams & Co. has been retained to assist the company in this evaluation process. Dayton Superior has also agreed with Morgan Stanley & Co. Incorporated to end its previously announced relationship with Morgan Stanley and the company has retained Moelis & Company LLC to advise on options to refinance or otherwise restructure the company’s outstanding indebtedness. The credit agreement amendments will provide the company with additional time to evaluate its alternatives.

Dayton Superior can provide no assurance that the process to explore strategic alternatives will result in a transaction or that the process to restructure the company’s indebtedness will be successful. As previously announced, the company does not intend to disclose developments regarding these initiatives unless and until a definitive agreement is entered into or the Board of Directors determines to terminate one or both processes. There can be no assurances that the company will be able to successfully negotiate a more comprehensive amendment or forbearance agreement or that waivers or additional extensions can be obtained from its senior lenders on acceptable terms in the future. There can be no assurance that any alternative sources of capital and/or alternative transactions will be available to the company on acceptable terms or at all in the current challenging economic environment. The company may be required to enter into a transaction that substantially dilutes or eliminates the value of its outstanding common stock. If the company is unable to find suitable strategic alternatives or restructure its outstanding indebtedness on a consensual basis, the company may be required to seek protection under the federal bankruptcy laws.

ABOUT DAYTON SUPERIOR CORPORATION

Dayton Superior is the leading North American provider of specialized products consumed in nonresidential, concrete construction, and we are the largest concrete forming and shoring rental company serving the domestic, nonresidential construction market. Our products can be found on construction sites nationwide and are used in nonresidential construction projects, including: infrastructure projects, such as highways, bridges, airports, power plants and water management projects; institutional projects, such as schools, stadiums, hospitals and government buildings; and commercial projects, such as retail stores, offices and recreational, distribution and manufacturing facilities.

Note: Certain statements made herein concerning anticipated future performance are forward−looking statements. These forward−looking statements are based on estimates, projections, beliefs and assumptions of management and are not guarantees of future performance. Actual future performance, outcomes and results may differ materially from those expressed in forward−looking statements as a result of a number of important factors. Representative examples of these factors include (without limitation):

• Depressed or fluctuating market conditions for the company’s products and services;
• operating restrictions imposed by the company’s existing debt;
• increased raw material costs and operating expenses;
• the ability to increase manufacturing efficiency, leverage purchasing power and broaden the company’s distribution network;
• the competitive nature of the nonresidential construction industry in general, as well as specific market areas.

This list of factors is not intended to be exhaustive, and additional information concerning relevant risk factors can be found in Dayton Superior’s Annual Report on Form 10−K, Quarterly Reports on Form 10−Q, and Current Reports on Form 8−K filed with the Securities and Exchange Commission.

CONTACT:
Dayton Superior Corporation
Edward J. Puisis, 937-428-7172
Executive Vice President & CFO
Fax: 937-428-9115