<PAGE>
                                                                  Exhibit 10.24
                                                  [CONFORMED COPY WITH EXHIBITS
                                               H, I, & J CONFORMED AS EXECUTED]



================================================================================





                                CREDIT AGREEMENT


                                      among


                          DAYTON SUPERIOR CORPORATION,

                          VARIOUS LENDING INSTITUTIONS,

                                       and

                             BANKERS TRUST COMPANY,
                             as ADMINISTRATIVE AGENT


                        --------------------------------

                            Dated as of June 16, 2000

                        --------------------------------



                         DEUTSCHE BANK SECURITIES, INC.,
                       as LEAD ARRANGER and BOOK MANAGER,

                                       and

                      MERRILL LYNCH, PIERCE, FENNER & SMITH
                                  INCORPORATED,
                      as SYNDICATION AGENT and CO-ARRANGER





================================================================================




<PAGE>


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                           PAGE
<S>                                                                                        <C>
SECTION 1.  Amountand Terms of Credit........................................................1

     1.01  Commitments.......................................................................1
     1.02  Minimum Borrowing Amounts, etc....................................................5
     1.03  Notice of Borrowing...............................................................5
     1.04  Disbursement of Funds.............................................................6
     1.05  Notes.............................................................................7
     1.06  Conversions.......................................................................9
     1.07  Pro Rata Borrowings..............................................................10
     1.08  Interest.........................................................................10
     1.09  Interest Periods.................................................................11
     1.10  Increased Costs; Illegality; etc.................................................13
     1.11  Compensation.....................................................................15
     1.12  Change of Lending Office.........................................................15
     1.13  Replacement of Lenders...........................................................15
     1.14  Limitation on Additional Amounts, etc............................................17
     1.15  Incremental Term Loan Commitments................................................17

SECTION 2.  Lettersof Credit................................................................20

     2.01  Letters of Credit................................................................20
     2.02  Letter of Credit Requests........................................................21
     2.03  Letter of Credit Participations..................................................21
     2.04  Agreement to Repay Letter of Credit Drawings.....................................24
     2.05  Increased Costs..................................................................25

SECTION 3.  Fees;Commitments................................................................25

     3.01  Fees.............................................................................25
     3.02  Voluntary Termination or Reduction of Unutilized Commitments.....................27
     3.03  Mandatory Reduction of Commitments...............................................28

SECTION 4.  Payments........................................................................29

     4.01  Voluntary Prepayments............................................................29
     4.02  Mandatory Repayments and Commitment Reductions...................................31
     4.03  Method and Place of Payment......................................................38
     4.04  Net Payments.....................................................................38

SECTION 5A.  Conditions Precedent to the Initial Borrowing Date.............................40

     5A.01  Execution of Agreement; Notes...................................................40

                                      (i)

<PAGE>

     5A.02  Officer's Certificate...........................................................41
     5A.03  Opinions of Counsel.............................................................41
     5A.04  Corporate Documents; Proceedings................................................41
     5A.05  Adverse Change, etc.............................................................41
     5A.06  Litigation......................................................................42
     5A.07  Approvals.......................................................................42
     5A.08  Consummation of the Recapitalization............................................42
     5A.09  Refinancing; etc................................................................42
     5A.10  Consummation of the Equity Financing; Senior Subordinated
            Notes Issuance; etc.............................................................43
     5A.11  Pledge Agreement; Security Agreement; etc.......................................44
     5A.12  Subsidiaries Guaranty...........................................................45
     5A.13  Employee Benefit Plans; Shareholders'Agreements; Management Agreements;
            Employment Agreements; Collective Bargaining Agreements; Existing
            Indebtedness Agreements; Tax Allocation Agreements..............................45
     5A.14  Solvency Opinion; Insurance Certificates; Financial Statements; Budgets;
            Landlord Waivers................................................................46
     5A.15  Payment of Fees.................................................................47

SECTION 5B.  Conditions Precedent to the Conspec Acquisition................................47

     5B.02  Officer's Certificate...........................................................47
     5B.03  Corporate Documents; Proceedings................................................47
     5B.04  Adverse Change, etc.............................................................48
     5B.05  Approvals.......................................................................48
     5B.06  Consummation of the Conspec Acquisition.........................................48
     5B.07  Refinancing; etc................................................................48
     5B.08  Pledge Agreement; Security Agreement; etc.......................................49
     5B.09  Subsidiaries Guaranty...........................................................49
     5B.10  Insurance Certificates..........................................................49
     5B.11  Payment of Fees.................................................................49

SECTION 6.  ConditionsPrecedent to All Credit Events........................................49

     6.01  No Default; Representations and Warranties.......................................49
     6.02  Notice of Borrowing; Letter of Credit Request....................................49

SECTION 7.  Representations,Warranties and Agreements.......................................50

     7.01  Organizational Status............................................................50
     7.02  Power and Authority..............................................................50
     7.03  No Violation.....................................................................51
     7.04  Litigation.......................................................................51
     7.05  Use of Proceeds; Margin Regulations..............................................51
     7.06  Governmental Approvals...........................................................52
     7.07  Investment Company Act...........................................................52
     7.08  Public Utility Holding Company Act...............................................52

                                      (ii)

<PAGE>

     7.09  True and Complete Disclosure.....................................................52
     7.10  Financial Condition; Financial Statements........................................53
     7.11  Security Interests...............................................................54
     7.12  Transaction......................................................................54
     7.13  Compliance with ERISA............................................................54
     7.14  Capitalization...................................................................56
     7.15  Subsidiaries.....................................................................56
     7.16  Intellectual Property, etc.......................................................56
     7.17  Compliance with Statutes, etc....................................................56
     7.18  Environmental Matters............................................................57
     7.19  Properties.......................................................................57
     7.20  Labor Relations..................................................................57
     7.21  Tax Returns and Payments.........................................................58
     7.22  Existing Indebtedness............................................................58
     7.23  Insurance........................................................................58
     7.24  Representations and Warranties in Other Documents................................58
     7.25  Subordinated Notes; etc..........................................................59

SECTION 8.  AffirmativeCovenants............................................................59

     8.01  Information Covenants............................................................59
     8.02  Books, Records and Inspections; Annual Meeting with Lenders......................62
     8.03  Insurance........................................................................63
     8.04  Payment of Taxes.................................................................63
     8.05  Existences and Franchises........................................................63
     8.06  Compliance with Statutes; etc....................................................64
     8.07  Compliance with Environmental Laws...............................................64
     8.08  ERISA............................................................................65
     8.09  Good Repair......................................................................66
     8.10  End of Fiscal Years; Fiscal Quarters.............................................67
     8.11  Additional Security; Further Assurances..........................................67
     8.12  Foreign Subsidiaries Security....................................................67
     8.13  Ownership of Subsidiaries........................................................68
     8.14  Permitted Acquisitions...........................................................68
     8.15  Maintenance of Corporate Separateness............................................71
     8.16  Performance of Obligations.......................................................71
     8.17  Use of Proceeds..................................................................71

SECTION 9.  NegativeCovenants...............................................................71

     9.01  Changes in Business..............................................................71
     9.02  Consolidation; Merger; Sale or Purchase of Assets; etc...........................71
     9.03  Liens............................................................................73
     9.04  Indebtedness.....................................................................76
     9.05  Advances; Investments; Loans.....................................................78
     9.06  Dividends; etc...................................................................79

                                     (iii)

<PAGE>

     9.07  Transactions with Affiliates.....................................................81
     9.08  Capital Expenditures.............................................................81
     9.09  Minimum Consolidated EBITDA......................................................83
     9.10  Consolidated Interest Coverage Ratio.............................................84
     9.11  Total Leverage Ratio.............................................................85
     9.12  Limitation on Voluntary Payments and Modifications of Indebtedness; Modifica-
           tions of Certificate of Incorporation, By-Laws and Certain Other Agreements etc..85
     9.13  Limitation on Issuance of Capital Stock..........................................86
     9.14  Limitation on Certain Restrictions on Subsidiaries...............................87
     9.15  Limitation on the Creation of Subsidiaries and Joint Ventures....................87

SECTION 10.  Eventsof Default...............................................................88

     10.01  Payments........................................................................88
     10.02  Representations, etc............................................................88
     10.03  Covenants.......................................................................88
     10.04  Default Under Other Agreements..................................................88
     10.05  Bankruptcy, etc.................................................................89
     10.06  ERISA...........................................................................89
     10.07  Security Documents..............................................................90
     10.08  Subsidiaries Guaranty...........................................................90
     10.09  Judgments.......................................................................90
     10.10  Change of Control...............................................................90

SECTION 11.  Definitions....................................................................91


SECTION 12.  TheAdministrative Agent........................................................120

     12.01  Appointment.....................................................................120
     12.02  Delegation of Duties............................................................121
     12.03  Exculpatory Provisions..........................................................121
     12.04  Reliance by Administrative Agent................................................122
     12.05  Notice of Default...............................................................122
     12.06  Nonreliance on Administrative Agent and Other Lenders...........................122
     12.07  Indemnification.................................................................123
     12.08  Administrative Agent in its Individual Capacity.................................123
     12.09  Holders.........................................................................123
     12.10  Resignation of the Administrative Agent.........................................124

SECTION 13.  Miscellaneous.................................................................124

     13.01  Payment of Expenses, etc.......................................................124
     13.02  Right of Setoff................................................................125
     13.03  Notices........................................................................126
     13.04  Benefit of Agreement...........................................................126
     13.05  No Waiver; Remedies Cumulative.................................................128
     13.06  Payments Pro Rata..............................................................128

                                      (iv)

<PAGE>


     13.07  Calculations; Computations.....................................................129
     13.08  Governing Law; Submission to Jurisdiction; Venue...............................129
     13.09  Counterparts...................................................................130
     13.10  Effectiveness..................................................................130
     13.11  Headings Descriptive...........................................................130
     13.12  Amendment or Waiver; etc.......................................................130
     13.13  Survival.......................................................................132
     13.14  Domicile of Loans and Commitments..............................................132
     13.15  Confidentiality................................................................132
     13.16  Waiver of Jury Trial...........................................................133
     13.17  Register.......................................................................133
</TABLE>



ANNEX I           List of Lenders and Commitments
ANNEX II          Lender Addresses
ANNEX III         Plans
ANNEX IV          Subsidiaries
ANNEX V           Real Property
ANNEX VI          Existing Indebtedness
ANNEX VII         Insurance
ANNEX VIII        Existing Liens
ANNEX IX          Existing Investments
ANNEX X           Indebtedness to be Refinanced


EXHIBIT A-1       --    Form of Notice of Borrowing
EXHIBIT A-2       --    Form of Notice of Conversion/Continuation
EXHIBIT B-1       --    Form of  A Term Note
EXHIBIT B-2       --    Form of  B Term Note
EXHIBIT B-3       --    Form of Revolving Note
EXHIBIT B-4       --    Form of Swingline Note
EXHIBIT B-5       --    Form of Acquisition Note
EXHIBIT C         --    Form of Incremental Term Loan Commitment Agreement
EXHIBIT D         --    Form of Letter of Credit Request
EXHIBIT E         --    Form of Section 4.04(b)(ii) Certificate
EXHIBIT F-1       --    Form of Opinion of Latham & Watkins
EXHIBIT F-2       --    Form of Opinion of Thompson, Hine & Flory LLP
EXHIBIT G         --    Form of Officers' Certificate
EXHIBIT H         --    Form of Pledge Agreement
EXHIBIT I         --    Form of Security Agreement
EXHIBIT J         --    Form of Subsidiaries Guaranty
EXHIBIT K         --    Form of Assignment and Assumption Agreement
EXHIBIT L         --    Form of Intercompany Note
EXHIBIT M         --    Form of Shareholder Subordinated Note

                                      (v)


<PAGE>


         CREDIT AGREEMENT, dated as of June 16, 2000, among DAYTON SUPERIOR
CORPORATION, an Ohio corporation (the "Borrower"), the lenders from time to time
party hereto (each, a "Lender" and, collectively, the "Lenders"), and BANKERS
TRUST COMPANY, as Administrative Agent (in such capacity, the "Administrative
Agent"). Unless otherwise defined herein, all capitalized terms used herein and
defined in Section 11 are used herein as so defined.


                              W I T N E S S E T H:


         WHEREAS, subject to and upon the terms and conditions herein set forth,
the Lenders are willing to make available to the Borrower the credit facilities
provided for herein;

         NOW, THEREFORE, IT IS AGREED:

         SECTION 1. AMOUNT AND TERMS OF CREDIT.

         1.01 COMMITMENTS. (a) Subject to and upon the terms and conditions set
forth herein, each Lender with an Initial A Term Loan Commitment severally
agrees to make a term loan or term loans (each, an "Initial A Term Loan" and,
collectively, the "Initial A Term Loans") to the Borrower, which Initial A Term
Loans: (i) only may be incurred on each Initial A Term Loan Borrowing Date
occurring prior to the A Term Loan Maturity Date; (ii) shall be denominated in
U.S. Dollars; (iii) except as hereafter provided, shall, at the option of the
Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans
or Eurodollar Loans, PROVIDED that (x) all Initial A Term Loans made as part of
the same Borrowing shall, unless otherwise specifically provided herein, consist
of Initial A Term Loans of the same Type and (y) unless the Syndication Date has
occurred (at which time this clause (y) shall no longer be applicable), no more
than three Borrowings of Initial A Term Loans to be maintained as Eurodollar
Loans may be incurred prior to the 90th day after the Initial Borrowing Date
(each of which Borrowings shall begin and end on the same day as any Borrowing
of Initial B Term Loans that is maintained as Eurodollar Loans); and (iv) shall
not exceed for any such Lender at the time of incurrence thereof on any Initial
A Term Loan Borrowing Date that aggregate principal amount which equals the
Initial A Term Loan Commitment of such Lender as in effect on such Initial A
Term Loan Borrowing Date (before giving effect to any reduction thereof on such
date pursuant to Section 3.03(b)). Once repaid, Initial A Term Loans incurred
hereunder may not be reborrowed.

         (b) Subject to and upon the terms and conditions set forth herein, each
Lender with an Initial B Term Loan Commitment severally agrees to make a term
loan or term loans (each, an "Initial B Term Loan" and, collectively, the
"Initial B Term Loans") to the Borrower, which Initial B Term Loans: (i) shall
be incurred pursuant to a single drawing on the Initial Borrowing Date; (ii)
shall be denominated in U.S. Dollars; (iii) except as hereafter provided, shall,
at the option of the Borrower, be incurred and maintained as, and/or converted
into, Base Rate Loans or Eurodollar Loans, PROVIDED that (x) all Initial B Term
Loans made as part of the same Borrowing shall, unless otherwise specifically
provided herein, consist of Initial B Term Loans of the same Type and (y) unless
the Syndication Date has occurred (at which time this


<PAGE>

clause (y) shall no longer be applicable), no more than three Borrowings of
Initial B Term Loans to be maintained as Eurodollar Loans may be incurred prior
to the 90th day after the Initial Borrowing Date (each of which Borrowings of
Eurodollar Loans may only have an Interest Period of one month, and the first of
which Borrowings may only be made on the Initial Borrowing Date or on or prior
to the sixth Business Day after the Initial Borrowing Date and with each such
Borrowing made thereafter to be made only on the last day of the Interest Period
of the immediately preceding Borrowing of Eurodollar Loans); and (iv) shall not
exceed for any such Lender at the time of incurrence thereof on the Initial
Borrowing Date that aggregate principal amount as is equal to the Initial B Term
Loan Commitment of such Lender as in effect on the Initial Borrowing Date
(before giving effect to the termination thereof on such date pursuant to
Section 3.03(c)). Once repaid, Initial B Term Loans incurred hereunder may not
be reborrowed.

         (c) Subject to Section 1.15 and the other terms and conditions set
forth herein, each Lender with an Incremental A Term Loan Commitment severally
agrees to make a term loan or term loans (each, an "Incremental A Term Loan"
and, collectively, the "Incremental A Term Loans") to the Borrower, which
Incremental A Term Loans: (i) only may be incurred pursuant to a single drawing
on the respective Incremental A Term Loan Borrowing Date (which date, in any
event, shall be the date of the effectiveness of the applicable Incremental Term
Loan Commitment Agreement pursuant to which such Incremental A Term Loans are to
be made and shall not be later than the Incremental Term Loan Commitment
Termination Date); (ii) shall be denominated in U.S. Dollars; (iii) except as
hereafter provided, shall, at the option of the Borrower, be incurred and
maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans,
PROVIDED that (x) all Incremental A Term Loans made as part of the same
Borrowing shall, unless otherwise specifically provided herein, consist of
Incremental A Term Loans of the same Type and (y) unless the Syndication Date
has occurred (at which time this clause (y) shall no longer be applicable), no
more than three Borrowings of Incremental A Term Loans to be maintained as
Eurodollar Loans may be incurred prior to the 90th day after the Initial
Borrowing Date (each of which Borrowings of Eurodollar Loans shall begin and end
on the same day as any Borrowing of Initial B Term Loans that is maintained as
Eurodollar Loans); and (iv) shall be made by each such Lender in that aggregate
principal amount which does not exceed the Incremental A Term Loan Commitment of
such Lender on any such Incremental A Term Loan Borrowing Date (before giving
effect to the termination thereof on such date pursuant to Section 3.03(d)).
Once repaid, Incremental A Term Loans incurred hereunder may not be reborrowed.

         (d) Subject to Section 1.15 and the other terms and conditions set
forth herein, each Lender with an Incremental B Term Loan Commitment severally
agrees to make a term loan or term loans (each, an "Incremental B Term Loan"
and, collectively, the "Incremental B Term Loans") to the Borrower, which
Incremental B Term Loans: (i) only may be incurred pursuant to a single drawing
on the respective Incremental B Term Loan Borrowing Date (which date, in any
event, shall be the date of the effectiveness of the applicable Incremental Term
Loan Commitment Agreement pursuant to which such Incremental B Term Loans are to
be made and shall not be later than the Incremental Term Loan Commitment
Termination Date); (ii) shall be denominated in U.S. Dollars; (iii) except as
hereafter provided, shall, at the option of the Borrower, be incurred and
maintained as, and/or converted into, Base Rate Loans or Eurodollar



                                      -2-
<PAGE>

Loans, PROVIDED that (x) all Incremental B Term Loans made as part of the same
Borrowing shall, unless otherwise specifically provided herein, consist of
Incremental B Term Loans of the same Type and (y) unless the Syndication Date
has occurred (at which time this clause (y) shall no longer be applicable), no
more than three Borrowings of Incremental B Term Loans to be maintained as
Eurodollar Loans may be incurred prior to the 90th day after the Initial
Borrowing Date (each of which Borrowings of Eurodollar Loans shall begin and end
on the same day as any Borrowing of Initial B Term Loans that is maintained as
Eurodollar Loans); and (iv) shall be made by each such Lender in that aggregate
principal amount which does not exceed the Incremental B Term Loan Commitment of
such Lender on each such Incremental B Term Loan Borrowing Date (before giving
effect to the termination thereof on such date pursuant to Section 3.03(e)).
Once repaid, Incremental B Term Loans incurred hereunder may not be reborrowed.

         (e) Subject to and upon the terms and conditions set forth herein, each
RL Lender severally agrees, at any time and from time to time on and after the
Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a
revolving loan or revolving loans (each, a "Revolving Loan" and, collectively,
the "Revolving Loans") to the Borrower, which Revolving Loans: (i) shall be
denominated in U.S. Dollars; (ii) except as hereinafter provided, shall, at the
option of the Borrower, be incurred and maintained as, and/or converted into,
Base Rate Loans or Eurodollar Loans, PROVIDED that (x) all Revolving Loans made
as part of the same Borrowing shall, unless otherwise specifically provided
herein, consist of Revolving Loans of the same Type and (y) unless the
Syndication Date has occurred (at which time this clause (y) shall no longer be
applicable), no more than three Borrowings of Revolving Loans to be maintained
as Eurodollar Loans may be incurred prior to the 90th day after the Initial
Borrowing Date (each of which Borrowings of Eurodollar Loans shall begin and end
on the same day as any Borrowing of Initial B Term Loans that is maintained as
Eurodollar Loans); (iii) may be repaid and reborrowed in accordance with the
provisions hereof; and (iv) shall not exceed for any such RL Lender at any time
outstanding that aggregate principal amount which, when combined with such RL
Lender's Percentage of the Swingline Loans then outstanding and the Letter of
Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit
which are repaid with the proceeds of, and simultaneously with the incurrence
of, the respective incurrence of Revolving Loans) at such time, equals the
Revolving Loan Commitment of such RL Lender at such time.

         (f) Subject to and upon the terms and conditions set forth herein, the
Swingline Lender in its individual capacity agrees to make at any time and from
time to time on and after the Initial Borrowing Date and prior to the Swingline
Expiry Date, a revolving loan or revolving loans to the Borrower (each, a
"Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline
Loans: (i) shall be made and maintained as Base Rate Loans; (ii) shall be
denominated in U.S. Dollars; (iii) may be repaid and reborrowed in accordance
with the provisions hereof; (iv) shall not exceed in aggregate principal amount
at any time outstanding, when combined with the aggregate principal amount of
all Revolving Loans then outstanding and the Letter of Credit Outstandings
(exclusive of Unpaid Drawings relating to Letters of Credit which are repaid
with the proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Revolving Loans) at such time, an amount equal to the Total
Revolving Loan Commitment then in effect; and (v) shall not exceed in aggregate
principal amount at any time



                                      -3-
<PAGE>

outstanding the Maximum Swingline Amount. The Swingline Lender shall not be
obligated to make any Swingline Loans at a time when a Lender Default exists
unless the Swingline Lender has entered into arrangements satisfactory to it and
the Borrower to eliminate the Swingline Lender's risk with respect to the
Defaulting Lender's or Lenders' participation in such Swingline Loans, including
by cash collateralizing such Defaulting Lender's or Lenders' Percentage of the
outstanding Swingline Loans. The Swingline Lender will not make a Swingline Loan
after it has received written notice from the Borrower, any other Credit Party
or the Required Lenders stating that a Default or an Event of Default exists
until such time as the Swingline Lender shall have received a written notice of
(i) rescission of such notice from the party or parties originally delivering
the same or (ii) a waiver of such Default or Event of Default from the Required
Lenders.

         (g) On any Business Day, the Swingline Lender may, in its sole
discretion, give notice to the RL Lenders that its outstanding Swingline Loans
shall be funded with a Borrowing of Revolving Loans (PROVIDED that each such
notice shall be deemed to have been automatically given upon the occurrence of a
Default or an Event of Default under Section 10.05 or upon the exercise of any
of the remedies provided in the last paragraph of Section 10), in which case a
Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing,
a "Mandatory Borrowing") shall be made on the immediately succeeding Business
Day by all RL Lenders PRO RATA based on each RL Lender's RL Percentage, and the
proceeds thereof shall be applied directly to repay the Swingline Lender for
such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to
make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory
Borrowing in the amount and in the manner specified in the preceding sentence
and on the date specified in writing by the Swingline Lender notwithstanding (i)
that the amount of the Mandatory Borrowing may not comply with the Minimum
Borrowing Amount otherwise required hereunder, (ii) whether any conditions
specified in Section 5 or 6 are then satisfied, (iii) whether a Default or an
Event of Default has occurred and is continuing, (iv) the date of such Mandatory
Borrowing and (v) the amount of the Total Revolving Loan Commitment at such
time. In the event that any Mandatory Borrowing cannot for any reason be made on
the date otherwise required above (including, without limitation, as a result of
the commencement of a proceeding under the Bankruptcy Code in respect of the
Borrower), each RL Lender hereby agrees that it shall forthwith purchase from
the Swingline Lender (without recourse or warranty) such assignment of the
outstanding Swingline Loans as shall be necessary to cause the RL Lenders to
share in such Swingline Loans ratably based upon their respective RL Percentages
(determined before giving effect to any termination of the Revolving Loan
Commitments pursuant to the last paragraph of Section 10), PROVIDED that (x) all
interest payable on the Swingline Loans shall be for the account of the
Swingline Lender until the date the respective assignment is purchased and, to
the extent attributable to the purchased assignment, shall be payable to the RL
Lender purchasing same from and after such date of purchase and (y) at the time
any purchase of assignments pursuant to this sentence is actually made, the
purchasing RL Lender shall be required to pay the Swingline Lender interest on
the principal amount of the assignment so purchased for each day from and
including the day upon which the Mandatory Borrowing would otherwise have
occurred to but excluding the date of payment for such assignment, at the
overnight Federal Funds Rate for the first three days and at



                                      -4-
<PAGE>

the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans
hereunder for each day thereafter.

         (h) Subject to and upon the terms and conditions set forth herein, each
Lender with an Acquisition Loan Commitment severally agrees to make a revolving
loan or revolving loans (each, an "Acquisition Revolving Loan" and,
collectively, the "Acquisition Revolving Loans") to the Borrower, which
Acquisition Revolving Loans: (i) may only be incurred on each Acquisition Loan
Borrowing Date prior to the Conversion Date; (ii) shall be denominated in U.S.
Dollars; (iii) except as hereinafter provided, shall, at the option of the
Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans
or Eurodollar Loans, PROVIDED that (x) all Acquisition Revolving Loans made as
part of the same Borrowing shall, unless otherwise specifically provided herein,
consist of Acquisition Revolving Loans of the same Type and (y) unless the
Syndication Date has occurred (at which time this clause (y) shall no longer be
applicable), no more than three Borrowings of Acquisition Revolving Loans to be
maintained as Eurodollar Loans may be incurred prior to the 90th day after the
Initial Borrowing Date (each of which Borrowings of Eurodollar Loans shall begin
and end on the same day as any Borrowing of Initial B Term Loans that is
maintained as Eurodollar Loans); (iv) may be repaid and reborrowed at any time
prior to the Conversion Date in accordance with the provisions hereof; and (v)
shall not exceed for any such Lender at any time outstanding that aggregate
principal amount which equals the Acquisition Loan Commitment of such Lender at
such time.

         (i) Subject to and upon the terms and conditions set forth herein, the
Borrower and each AL Lender agree that, at 9:00 A.M. (New York time) on the
Conversion Date, the aggregate principal amount of all Acquisition Revolving
Loans owing to each AL Lender and outstanding at such time shall (unless such
Acquisition Revolving Loans have been declared (or have become) due and payable
pursuant to this Agreement), without any notice or action by any party hereto,
automatically convert to and thereafter constitute term loans (each, an
"Acquisition Term Loan" and, collectively, the "Acquisition Term Loans") owing
to each such AL Lender hereunder. The Acquisition Term Loans shall, subject to
the provisions of Section 1.02, initially be continued as one or more Borrowings
of Base Rate Loans or Eurodollar Loans in accordance with the designation of
such Borrowings immediately prior to giving effect to such conversion, with any
Interest Periods applicable thereto to continue in effect until the expiration
thereof, PROVIDED that, except as otherwise specifically provided herein, all
Acquisition Term Loans comprising the same Borrowing shall at all times be of
the same Type. Once repaid, Acquisition Term Loans incurred hereunder may not be
reborrowed.

         1.02 MINIMUM BORROWING AMOUNTS, ETC. The aggregate principal amount of
each Borrowing of Loans shall not be less than the Minimum Borrowing Amount
applicable to such Loans, PROVIDED that Mandatory Borrowings shall be made in
the amounts required by Section 1.01(g). More than one Borrowing may be incurred
on any day, but at no time shall there be outstanding more than thirteen
Borrowings of Eurodollar Loans in the aggregate for all Tranches of Loans;
PROVIDED, HOWEVER, for every $10,000,000 of Incremental Term Loan Commitments
that the Borrower has obtained pursuant to Section 1.15, the Borrower shall be
entitled to one additional Borrowing of Eurodollar Loans hereunder.



                                      -5-
<PAGE>

         1.03 NOTICE OF BORROWING. (a) Whenever the Borrower desires to incur
Loans hereunder (excluding Swingline Loans, Revolving Loans incurred pursuant to
a Mandatory Borrowing and Acquisition Term Loans), the Borrower shall give the
Administrative Agent at the Notice Office, prior to 12:00 Noon (New York time),
at least three Business Days' prior written notice (or telephonic notice
promptly confirmed in writing) of each Borrowing of Eurodollar Loans and at
least one Business Day's prior written notice (or telephonic notice promptly
confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder.
Each such notice (each, a "Notice of Borrowing") shall, except as otherwise
expressly provided in Section 1.10, be irrevocable, and, in the case of each
written notice and each confirmation of telephonic notice, shall be in the form
of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal
amount of the Loans to be made pursuant to such Borrowing; (ii) the date of such
Borrowing (which shall be a Business Day); (iii) whether the respective
Borrowing shall consist of Initial A Term Loans, Initial B Term Loans,
Incremental A Term Loans, Incremental B Term Loans, Revolving Loans or
Acquisition Revolving Loans; (iv) whether the respective Borrowing shall consist
of Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and,
if Eurodollar Loans, the Interest Period to be initially applicable thereto; and
(v) in the case of a Borrowing of Revolving Loans or Acquisition Revolving Loans
the proceeds of which are to be utilized to finance, in whole or in part, the
purchase price of a Permitted Acquisition, the amount of the Total Unutilized
Revolving Loan Commitment after giving effect to such Borrowing (which amount
shall be sufficient to satisfy the requirements of Section 8.14(a)). The
Administrative Agent shall promptly give each Lender which is required to make
Loans of the Tranche specified in the respective Notice of Borrowing, written
notice (or telephonic notice promptly confirmed in writing) of each proposed
Borrowing, of such Lender's proportionate share thereof and of the other matters
required by the immediately preceding sentence to be specified in the Notice of
Borrowing.

         (b) Whenever the Borrower desires to incur Swingline Loans hereunder,
the Borrower shall give the Swingline Lender not later than 12:00 Noon (New York
time) on the day such Swingline Loan is to be incurred, written notice (or
telephonic notice promptly confirmed in writing) of each Swingline Loan to be
made hereunder. Each such notice shall be irrevocable and shall specify in each
case (x) the date of such Borrowing (which shall be a Business Day), (y) the
aggregate principal amount of the Swingline Loan to be made pursuant to such
Borrowing and (z) in the case of a Borrowing of Swingline Loans the proceeds of
which are to be utilized to finance, in whole or in part, the purchase price of
a Permitted Acquisition, the amount of the Total Unutilized Revolving Loan
Commitment after giving effect to such Borrowing (which amount shall be
sufficient to satisfy the requirements of Section 8.14(a)). Mandatory Borrowings
shall be made upon the notice specified in Section 1.01(g), with the Borrower
irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of
Mandatory Borrowings as set forth in such Section 1.01(g).

         (c) Without in any way limiting the obligation of the Borrower to
confirm in writing any telephonic notice permitted to be given hereunder, the
Administrative Agent or the Swingline Lender (in the case of a Borrowing of
Swingline Loans) or the Letter of Credit Issuer (in the case of the issuance of
Letters of Credit), as the case may be, may prior to receipt of written
confirmation act without liability upon the basis of such telephonic notice,
believed by



                                      -6-
<PAGE>

the Administrative Agent, the Swingline Lender or the Letter of Credit Issuer,
as the case may be, in good faith to be from an Authorized Officer of the
Borrower. In each such case, the Borrower hereby waives the right to dispute the
Administrative Agent's, the Swingline Lender's or the Letter of Credit Issuer's
record of the terms of such telephonic notice.

         1.04 DISBURSEMENT OF FUNDS. (a) Not later than 1:00 P.M. (New York
time) on the date specified in each Notice of Borrowing (or (x) in the case of
Swingline Loans, not later than 2:00 P.M. (New York time) on the date specified
in Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, not later than
12:00 Noon (New York time) on the date specified in Section 1.01(g)), each
Lender with a Commitment of the respective Tranche will make available its PRO
RATA share, if any, of each Borrowing requested to be made on such date (or in
the case of Swingline Loans, the Swingline Lender shall make available the full
amount thereof) in the manner provided below. All amounts shall be made
available to the Administrative Agent in U.S. Dollars and in immediately
available funds at the Payment Office and, except for Revolving Loans made
pursuant to a Mandatory Borrowing, the Administrative Agent promptly will make
available to the Borrower by depositing to its account at the Payment Office the
aggregate of the amounts so made available in the type of funds received. Unless
the Administrative Agent shall have been notified by any Lender prior to the
date of Borrowing that such Lender does not intend to make available to the
Administrative Agent its portion of the Borrowing or Borrowings to be made on
such date, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent on such date of Borrowing, and the
Administrative Agent, in reliance upon such assumption, may (in its sole
discretion and without any obligation to do so) make available to the Borrower a
corresponding amount. If such corresponding amount is not in fact made available
to the Administrative Agent by such Lender and the Administrative Agent has made
available same to the Borrower, the Administrative Agent shall be entitled to
recover such corresponding amount on demand from such Lender. If such Lender
does not pay such corresponding amount forthwith upon the Administrative Agent's
demand therefor, the Administrative Agent shall promptly notify the Borrower,
and the Borrower shall immediately pay such corresponding amount to the
Administrative Agent. The Administrative Agent shall also be entitled to recover
on demand from such Lender or the Borrower, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to the Borrower to the
date such corresponding amount is recovered by the Administrative Agent, at a
rate per annum equal to (x) if paid by such Lender, the overnight Federal Funds
Rate for the first three days and at the interest rate otherwise applicable to
such Loans for each day thereafter and (y) if paid by the Borrower, the then
applicable rate of interest for such Loans, calculated in accordance with
Section 1.08.

         (b) Nothing in this Agreement shall be deemed to relieve any Lender
from its obligation to fulfill its commitments hereunder or to prejudice any
rights which the Borrower may have against any Lender as a result of any default
by such Lender hereunder.

         1.05 NOTES. (a) The Borrower's obligation to pay the principal of, and
interest on, all the Loans made to it by each Lender shall be evidenced in the
Register maintained by the Administrative Agent pursuant to Section 13.17 and
shall, if requested by such Lender, also be



                                      -7-
<PAGE>

evidenced (i) if A Term Loans, by a promissory note substantially in the form of
Exhibit B-1 with blanks appropriately completed in conformity herewith (each, an
"A Term Note" and, collectively, the "A Term Notes"), (ii) if B Term Loans, by a
promissory note substantially in the form of Exhibit B-2 with blanks
appropriately completed in conformity herewith (each, a "B Term Note" and,
collectively, the "B Term Notes"), (iii) if Revolving Loans, by a promissory
note substantially in the form of Exhibit B-3 with blanks appropriately
completed in conformity herewith (each, a "Revolving Note" and, collectively,
the "Revolving Notes"), (iv) if Swingline Loans, by a promissory note
substantially in the form of Exhibit B-4 with blanks appropriately completed in
conformity herewith (the "Swingline Note"), and (v) if Acquisition Loans, by a
promissory note duly executed and delivered by the Borrower substantially in the
form of Exhibit B-5 with blanks appropriately completed in conformity herewith
(each, an "Acquisition Note" and, collectively, the "Acquisition Notes").

         (b) The A Term Note issued to each Lender with an A Term Loan
Commitment or with outstanding A Term Loans shall (i) be executed by the
Borrower, (ii) be payable to such Lender or its registered assigns and be dated
the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be
dated the date of the issuance thereof), (iii) be in a stated principal amount
equal to the A Term Loans made by such Lender on the Initial Borrowing Date (or,
if issued after the Initial Borrowing Date, be in a stated principal amount
equal to the outstanding principal amount of A Term Loans of such Lender at such
time) and be payable in the outstanding principal amount of A Term Loans
evidenced thereby, (iv) mature on the A Term Loan Maturity Date, (v) bear
interest as provided in the appropriate clause of Section 1.08 in respect of the
Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby,
(vi) be subject to voluntary repayment as provided in Section 4.01 and mandatory
repayment as provided in Section 4.02, and (vii) be entitled to the benefits of
this Agreement and the other Credit Documents.

         (c) The B Term Note issued to each Lender with a B Term Loan Commitment
or with outstanding B Term Loans shall (i) be executed by the Borrower, (ii) be
payable to such Lender or its registered assigns and be dated the Initial
Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the
date of the issuance thereof), (iii) be in a stated principal amount equal to
the B Term Loans made by such Lender on the Initial Borrowing Date (or, if
issued after the Initial Borrowing Date, be in a stated principal amount equal
to the outstanding principal amount of B Term Loans of such Lender at such time)
and be payable in the outstanding principal amount of B Term Loans evidenced
thereby, (iv) mature on the B Term Loan Maturity Date, (v) bear interest as
provided in the appropriate clause of Section 1.08 in respect of the Base Rate
Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be
subject to voluntary repayment as provided in Section 4.01 and mandatory
repayment as provided in Section 4.02, and (vii) be entitled to the benefits of
this Agreement and the other Credit Documents.

         (d) The Revolving Note issued to each Lender with a Revolving Loan
Commitment or with outstanding Revolving Loans shall (i) be executed by the
Borrower, (ii) be payable to such Lender or its registered assigns and be dated
the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be
dated the date of the issuance thereof), (iii) be in a



                                      -8-
<PAGE>

stated principal amount equal to the Revolving Loan Commitment of such Lender
(or, if issued after the termination of the Total Revolving Loan Commitment, be
in a stated principal amount equal to the outstanding principal amount of
Revolving Loans of such Lender at such time) and be payable in the outstanding
principal amount of Revolving Loans evidenced thereby, (iv) mature on the
Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate
clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans,
as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment
as provided in Section 4.01 and mandatory repayment as provided in Section 4.02,
and (vii) be entitled to the benefits of this Agreement and the other Credit
Documents.

         (e) The Swingline Note issued to the Swingline Lender shall (i) be
executed by the Borrower, (ii) be payable to the Swingline Lender or its
registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated
principal amount equal to the Maximum Swingline Amount and be payable in the
outstanding principal amount of Swingline Loans evidenced thereby, (iv) mature
on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in
respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary
prepayment as provided in Section 4.01 and mandatory repayment as provided in
Section 4.02, and (vii) be entitled to the benefits of this Agreement and the
other Credit Documents.

         (f) The Acquisition Note issued to each Lender with an Acquisition Loan
Commitment or with outstanding Acquisition Loans shall (i) be executed by the
Borrower, (ii) be payable to such Lender and be dated the Initial Borrowing Date
(or, if issued after the Initial Borrowing Date, be dated the date of the
issuance thereof), (iii) be in a stated principal amount equal to the
Acquisition Loan Commitment of such Lender (or, if issued after the termination
of the Total Acquisition Loan Commitment, be in a stated principal amount equal
to the outstanding principal amount of Acquisition Loans of such Lender at such
time) and be payable in the outstanding principal amount of Acquisition Loans
evidenced thereby, (iv) mature on the Acquisition Loan Maturity Date, (v) bear
interest as provided in the appropriate clause of Section 1.08 in respect of the
Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby,
(vi) be subject to voluntary prepayment as provided in Section 4.01 and
mandatory repayment as provided in Section 4.02, and (vii) be entitled to the
benefits of this Agreement and the other Credit Documents.

         (g) Each Lender will note on its internal records the amount of each
Loan made by it and each payment in respect thereof and will prior to any
transfer of any of its Notes endorse on the reverse side thereof the outstanding
principal amount of Loans evidenced thereby. Failure to make any such notation
or any error in such notation shall not affect the Borrower's obligations in
respect of such Loans.

         1.06 CONVERSIONS. The Borrower shall have the option to convert on any
Business Day occurring on or after the Initial Borrowing Date, all or a portion
at least equal to the applicable Minimum Borrowing Amount of the outstanding
principal amount of Loans (other than Swingline Loans which shall at all times
be maintained as Base Rate Loans) made pursuant to one or more Borrowings of one
or more Types of Loans under a single Tranche into a Borrowing or Borrowings of
another Type of Loan under such Tranche; PROVIDED that (i) except as



                                      -9-
<PAGE>

otherwise provided in Section 1.10(b), Eurodollar Loans may be converted into
Base Rate Loans only on the last day of an Interest Period applicable to the
Loans being converted and no partial conversion of a Borrowing of Eurodollar
Loans shall reduce the outstanding principal amount of the Eurodollar Loans made
pursuant to such Borrowing to less than the Minimum Borrowing Amount applicable
thereto, (ii) unless the Required Lenders otherwise agree, Base Rate Loans may
only be converted into Eurodollar Loans if no Default or Event of Default is in
existence on the date of the conversion, (iii) unless the Administrative Agent
has otherwise determined in its sole discretion or has determined that the
Syndication Date has occurred (at which time this clause (iii) shall no longer
be applicable), prior to the 90th day after the Initial Borrowing Date,
conversions of Base Rate Loans into Eurodollar Loans may only be made if any
such conversion is effective on the first day of the first, second or third
Interest Period referred to in clause (y) of the proviso in each of Sections
1.01(a)(iii), 1.01(b)(iii), 1.01(c)(iii), 1.01(d)(iii), 1.01(e)(ii) and
1.01(h)(iii) and so long as such conversion does not result in a greater number
of Borrowings of Eurodollar Loans prior to the 90th day after the Initial
Borrowing Date as are permitted under such Sections, and (iv) Borrowings of
Eurodollar Loans resulting from this Section 1.06 shall be limited in number as
provided in Section 1.02. Each such conversion shall be effected by the Borrower
by giving the Administrative Agent at the Notice Office, prior to 12:00 Noon
(New York time), at least three Business Days' (or one Business Day's in the
case of a conversion into Base Rate Loans) prior written notice (or telephonic
notice promptly confirmed in writing) (each, a "Notice of
Conversion/Continuation") in the form of Exhibit A-2, appropriately completed to
specify the Loans to be so converted, the Borrowing(s) pursuant to which the
Loans were made and, if to be converted into a Borrowing of Eurodollar Loans,
the Interest Period to be initially applicable thereto. The Administrative Agent
shall give each Lender prompt notice of any such proposed conversion affecting
any of its Loans. Upon any such conversion, the proceeds thereof will be deemed
to be applied directly on the day of such conversion to prepay the outstanding
principal amount of the Loans being converted.

         1.07 PRO RATA BORROWINGS. All Borrowings of Initial A Term Loans,
Initial B Term Loans, Incremental A Term Loans, Incremental B Term Loans,
Revolving Loans and Acquisition Revolving Loans under this Agreement shall be
incurred by the Borrower from the Lenders PRO RATA on the basis of their Initial
A Term Loan Commitments, Initial B Term Loan Commitments, Incremental A Term
Loan Commitments, Incremental B Term Loan Commitments, Revolving Loan
Commitments or Acquisition Loan Commitments, as the case may be; PROVIDED that
all Borrowings of Revolving Loans made pursuant to a Mandatory Borrowing shall
be incurred from the Lenders PRO RATA on the basis on their RL Percentages. It
is understood that no Lender shall be responsible for any default by any other
Lender of its obligation to make Loans hereunder and that each Lender shall be
obligated to make the Loans to be made by it hereunder, regardless of the
failure of any other Lender to fulfill its commitments hereunder.

         1.08 INTEREST. (a) The unpaid principal amount of each Base Rate Loan
shall bear interest from the date of the Borrowing thereof until the earlier of
(i) the maturity (whether by acceleration or otherwise) of such Base Rate Loan
and (ii) the conversion of such Base Rate Loan to a Eurodollar Loan pursuant to
Section 1.06, at a rate per annum which shall at all times be the Base Rate plus
the Applicable Margin each as in effect from time to time.



                                      -10-
<PAGE>

         (b) The unpaid principal amount of each Eurodollar Loan shall bear
interest from the date of the Borrowing thereof until the earlier of (i) the
maturity (whether by acceleration or otherwise) of such Eurodollar Loan and (ii)
the conversion of such Eurodollar Loan to a Base Rate Loan pursuant to Section
1.06, 1.09 or 1.10(b), as applicable, at a rate per annum which shall at all
times be the Applicable Margin plus the Eurodollar Rate for such Interest
Period.

         (c) Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan shall, in each case, bear interest at a rate
per annum equal to the greater of (x) the rate which is 2% in excess of the rate
then borne by the respective Loans and (y) the rate which is 2% in excess of the
rate otherwise applicable to Base Rate Loans of the respective Tranche from time
to time, and all other overdue amounts payable hereunder and under any other
Credit Document shall bear interest at the rate per annum equal to the rate
which is 2% in excess of the rate applicable to Revolving Loans that are
maintained as Base Rate Loans from time to time. Interest which accrues under
this Section 1.08(c) shall be payable on demand.

         (d) Interest shall accrue from and including the date of any Borrowing
to but excluding the date of any repayment thereof and shall be payable (i) in
respect of each Base Rate Loan, (x) quarterly in arrears on each Quarterly
Payment Date and (y) in the case of a repayment or prepayment in full of all
outstanding Base Rate Loans of a given Tranche, on the date of such repayment or
prepayment (but only if the Commitment for such Tranche of Loans being repaid or
required to be repaid has theretofore been terminated (or is being terminated
(or required to be terminated) concurrently with such repayment or prepayment)),
(ii) in respect of each Eurodollar Loan, on (x) the date of any prepayment or
repayment thereof (on the amount prepaid or repaid), (y) the date of any
conversion into a Base Rate Loan pursuant to Section 1.06, 1.09 or 1.10(b), as
applicable (on the amount converted) and (z) the last day of each Interest
Period applicable thereto and, in the case of an Interest Period in excess of
three months, on each date occurring at three month intervals after the first
day of such Interest Period and (iii) in respect of each Loan, at maturity
(whether by acceleration or otherwise) and, after such maturity, on demand.

         (e) All computations of interest hereunder shall be made in accordance
with Section 13.07(b).

         (f) Upon each Interest Determination Date, the Administrative Agent
shall determine the Eurodollar Rate for the respective Interest Period or
Interest Periods and shall promptly notify the Borrower and the Lenders thereof.
Each such determination shall, absent manifest error, be final and conclusive
and binding on all parties hereto.

         1.09 INTEREST PERIODS. At the time the Borrower gives a Notice of
Borrowing or Notice of Conversion/Continuation in respect of the making of, or
conversion into, a Borrowing of Eurodollar Loans (in the case of the initial
Interest Period applicable thereto) or prior to 12:00 Noon (New York time) on
the third Business Day prior to the expiration of an Interest Period applicable
to a Borrowing of Eurodollar Loans (in the case of any subsequent Interest
Period), the Borrower shall have the right to elect by giving the Administrative
Agent a Notice of Conversion/Continuation (appropriately completed) (or
telephonic notice promptly confirmed in



                                      -11-
<PAGE>

writing) of the Interest Period applicable to such Borrowing, which Interest
Period shall, at the option of the Borrower (but otherwise subject to clause (y)
of the proviso to each of Sections 1.01(a)(iii), 1.01(b)(iii), 1.01(c)(iii),
1.01(d)(iii), 1.01(e)(ii) and 1.01(h)(iii) and to clause (iii) of the proviso to
Section 1.06), be a one, two, three or six month period. Notwithstanding
anything to the contrary contained above:

                  (i) all Eurodollar Loans comprising a Borrowing shall at all
         times have the same Interest Period;

                  (ii) the initial Interest Period for any Borrowing of
         Eurodollar Loans shall commence on the date of such Borrowing
         (including the date of any conversion from a Borrowing of Base Rate
         Loans) and each Interest Period occurring thereafter in respect of such
         Borrowing shall commence on the day on which the next preceding
         Interest Period applicable thereto expires;

                  (iii) if any Interest Period for any Borrowing of Eurodollar
         Loans begins on a day for which there is no numerically corresponding
         day in the calendar month at the end of such Interest Period, such
         Interest Period shall end on the last Business Day of such calendar
         month;

                  (iv) if any Interest Period would otherwise expire on a day
         which is not a Business Day, such Interest Period shall expire on the
         next succeeding Business Day, PROVIDED that if any Interest Period for
         any Borrowing of Eurodollar Loans would otherwise expire on a day which
         is not a Business Day but is a day of the month after which no further
         Business Day occurs in such month, such Interest Period shall expire on
         the next preceding Business Day;

                  (v) no Interest Period for a Borrowing under a Tranche of
         Loans shall be elected which would extend beyond the respective
         Maturity Date for such Tranche;

                  (vi) unless the Required Lenders otherwise agree, no Interest
         Period may be elected at any time when a Default or an Event of Default
         is then in existence;

                  (vii) no Interest Period in respect of any Borrowing of A Term
         Loans shall be elected which extends beyond any date upon which a
         Tranche A Scheduled Repayment will be required to be made under Section
         4.02(b) if, after giving effect to the election of such Interest
         Period, the aggregate principal amount of such A Term Loans which have
         Interest Periods which will expire after such date will be in excess of
         the aggregate principal amount of A Term Loans then outstanding less
         the aggregate amount of such required Tranche A Scheduled Repayment;

                  (viii) no Interest Period in respect of any Borrowing of B
         Term Loans shall be elected which extends beyond any date upon which a
         Tranche B Scheduled Repayment will be required to be made under Section
         4.02(c) if, after giving effect to the election of such Interest
         Period, the aggregate principal amount of such B Term Loans which have
         Interest Periods which will expire after such date will be in excess of
         the aggregate principal



                                      -12-
<PAGE>

         amount of B Term Loans then outstanding less the aggregate amount of
         such required Tranche B Scheduled Repayment; and

                  (ix) no Interest Period in respect of any Borrowing of
         Acquisition Loans shall be elected which extends beyond any date upon
         which an Acquisition Loan Scheduled Repayment will be required to be
         made under Section 4.02(d) if, after giving effect to the election of
         such Interest Period, the aggregate principal amount of such
         Acquisition Loans which have Interest Periods which will expire after
         such date will be in excess of the aggregate principal amount of
         Acquisition Loans then outstanding less the aggregate amount of such
         required Acquisition Loan Scheduled Repayment.

         If upon the expiration of any Interest Period applicable to a Borrowing
of Eurodollar Loans, the Borrower has failed to elect, or is not permitted to
elect, a new Interest Period to be applicable to the respective Borrowing of
Eurodollar Loans as provided above, the Borrower shall be deemed to have elected
to convert such Borrowing into a Borrowing of Base Rate Loans effective as of
the expiration date of such current Interest Period.

         1.10 INCREASED COSTS; ILLEGALITY; ETC. (a) In the event that (x) in the
case of clause (i) below, the Administrative Agent or (y) in the case of clauses
(ii) and (iii) below, any Lender, shall have determined (which determination
shall, absent manifest error, be final and conclusive and binding upon all
parties hereto):

                  (i) on any Interest Determination Date, that, by reason of any
         changes arising after the date of this Agreement affecting the
         interbank Eurodollar market, adequate and fair means do not exist for
         ascertaining the applicable interest rate on the basis provided for in
         the definition of Eurodollar Rate; or

                  (ii) at any time, that such Lender shall incur increased costs
         or reductions in the amounts received or receivable hereunder with
         respect to any Eurodollar Loans because of (x) any change since the
         date of this Agreement in any applicable law, governmental rule,
         regulation, guideline, order or request (whether or not having the
         force of law), or in the interpretation or administration thereof and
         including the introduction of any new law or governmental rule,
         regulation, guideline, order or request (such as, for example, but not
         limited to, (A) without duplication of any amounts payable under
         Section 4.04(a), a change in the basis of taxation or payment to any
         Lender of the principal of or interest on such Eurodollar Loans or any
         other amounts payable hereunder (except for changes with respect to any
         tax imposed on, or determined by reference to, the net income or net
         profits of such Lender pursuant to the laws of the jurisdiction in
         which such Lender is organized or in which such Lender's principal
         office or applicable lending office is located or any subdivision
         thereof or therein), or (B) a change in official reserve requirements,
         but, in all events, excluding reserves required under Regulation D to
         the extent included in the computation of the Eurodollar Rate and/or
         (y) other circumstances affecting the interbank Eurodollar market or
         the position of such Lender in such market; or

                  (iii) at any time since the date of this Agreement, that the
         making or continuance of any Eurodollar Loan has become unlawful by
         compliance by such Lender with any law,



                                      -13-
<PAGE>

         governmental rule, regulation, guideline or order (or would conflict
         with any governmental rule, regulation, guideline, request or order not
         having the force of law but with which such Lender customarily complies
         even though the failure to comply therewith would not be unlawful), or
         has become impracticable as a result of a contingency occurring after
         the date of this Agreement which materially and adversely affects the
         interbank Eurodollar market;

then, and in any such event, such Lender (or the Administrative Agent in the
case of clause (i) above) shall promptly give notice (by telephone confirmed in
writing) to the Borrower and (except in the case of clause (i)) to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other Lenders). Thereafter, (x) in
the case of clause (i) above, Eurodollar Loans shall no longer be available
until such time as the Administrative Agent notifies the Borrower and the
Lenders that the circumstances giving rise to such notice by the Administrative
Agent no longer exist, and any Notice of Borrowing or Notice of
Conversion/Continuation given by the Borrower with respect to Eurodollar Loans
which have not yet been incurred (including by way of conversion) shall be
deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the
Borrower agrees, subject to Section 1.14, to pay to such Lender, upon written
demand therefor, such additional amounts (in the form of an increased rate of,
or a different method of calculating, interest or otherwise as such Lender in
its sole discretion shall determine) as shall be required to compensate such
Lender for such increased costs or reductions in amounts received or receivable
hereunder (a written notice as to the additional amounts owed to such Lender,
showing the basis for the calculation thereof, submitted to the Borrower by such
Lender shall, absent manifest error, be final and conclusive and binding upon
all parties hereto, although the failure to give any such notice shall not
release or diminish any of the Borrower's obligations to pay additional amounts
pursuant to this Section 1.10(a) upon the subsequent receipt of such notice) and
(z) in the case of clause (iii) above, the Borrower shall take one of the
actions specified in Section 1.10(b) as promptly as possible and, in any event,
within the time period required by law.

         (b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected pursuant to Section 1.10(a)(iii) the
Borrower shall) either (i) if the affected Eurodollar Loan is then being made
pursuant to a Borrowing, cancel said Borrowing by giving the Administrative
Agent telephonic notice (confirmed promptly in writing) thereof on the same date
that the Borrower was notified by a Lender pursuant to Section 1.10(a)(ii) or
(iii)), or (ii) if the affected Eurodollar Loan is then outstanding, upon at
least three Business Days' notice to the Administrative Agent, require the
affected Lender to convert each such Eurodollar Loan into a Base Rate Loan;
PROVIDED that if more than one Lender is affected at any time, then all affected
Lenders must be treated the same pursuant to this Section 1.10(b).

         (c) If any Lender shall have determined that the adoption or
effectiveness after the date hereof of any applicable law, rule or regulation
regarding capital adequacy, or any change therein after the date hereof, or any
change after the date hereof in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by such Lender or any




                                      -14-
<PAGE>

corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such authority,
central bank or comparable agency adopted or effective after the date hereof,
has or would have the effect of reducing the rate of return on such Lender's or
such other corporation's capital or assets as a consequence of such Lender's
Commitment or Commitments hereunder or its obligations hereunder to a level
below that which such Lender or such other corporation could have achieved but
for such adoption, effectiveness, change or compliance (taking into
consideration such Lender's or such other corporation's policies with respect to
capital adequacy), then from time to time, upon written demand by such Lender
(with a copy to the Administrative Agent), accompanied by the notice referred to
in the last sentence of this clause (c), the Borrower shall, subject to Section
1.14, pay to such Lender such additional amount or amounts as will compensate
such Lender or such other corporation for such reduction. Each Lender, upon
determining in good faith that any additional amounts will be payable pursuant
to this Section 1.10(c), will give prompt written notice thereof to the Borrower
(a copy of which shall be sent by such Lender to the Administrative Agent),
which notice shall set forth the basis of the calculation of such additional
amounts, although the failure to give any such notice shall not release or
diminish the Borrower's obligations to pay additional amounts pursuant to this
Section 1.10(c) upon the subsequent receipt of such notice. A Lender's
reasonable good faith determination of compensation owing under this Section
1.10(c) shall, absent manifest error, be final and conclusive and binding on all
the parties hereto.

         1.11 COMPENSATION. The Borrower shall, subject to Section 1.14,
compensate each Lender, promptly upon its written request (which request shall
set forth the basis for requesting such compensation), for all losses, expenses
and liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds
required by such Lender to fund its Eurodollar Loans) which such Lender may
sustain: (i) if for any reason (other than a default by such Lender or the
Administrative Agent) a Borrowing of, or conversion from or into, Eurodollar
Loans does not occur on a date specified therefor in a Notice of Borrowing or
Notice of Conversion/Continuation (whether or not withdrawn by the Borrower or
deemed withdrawn pursuant to Section 1.10(a)); (ii) if any repayment (including
any repayment made pursuant to Section 4.01 or 4.02 or as a result of an
acceleration of the Loans pursuant to Section 10 or as a result of the
replacement of a Lender pursuant to Section 1.13 or 13.12(b)) or conversion of
any Eurodollar Loans occurs on a date which is not the last day of an Interest
Period applicable thereto; (iii) if any prepayment of any Eurodollar Loans is
not made on any date specified in a notice of prepayment given by the Borrower;
or (iv) as a consequence of (x) any other default by the Borrower to repay its
Eurodollar Loans when required by the terms of this Agreement or (y) an election
made pursuant to Section 1.10(b). A Lender's basis for requesting compensation
pursuant to this Section 1.11 and a Lender's calculation of the amount thereof,
shall, absent manifest error, be final and conclusive and binding on all parties
hereto.

         1.12 CHANGE OF LENDING OFFICE. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or
(iii), 1.10(c), 2.05 or 4.04 with respect to such Lender, it will, if requested
by the Borrower, use reasonable efforts (subject to overall policy
considerations of such Lender) to designate another lending office for any Loans




                                      -15-
<PAGE>

or Letters of Credit affected by such event; PROVIDED that such designation is
made on such terms that, in the sole judgment of such Lender, such Lender and
its lending office suffer no economic, legal or regulatory disadvantage, with
the object of avoiding the consequences of the event giving rise to the
operation of any such Section. Nothing in this Section 1.12 shall affect or
postpone any of the obligations of the Borrower or the right of any Lender
provided in Section 1.10, 2.05 or 4.04.

         1.13 REPLACEMENT OF LENDERS. (x) If any Lender becomes a Defaulting
Lender, (y) upon the occurrence of any event giving rise to the operation of
Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with
respect to any Lender which results in such Lender charging to the Borrower
increased costs in excess of those being generally charged by the other Lenders
or (z) in the case of a refusal by a Lender to consent to a proposed change,
waiver, discharge or termination with respect to this Agreement which has been
approved by the Required Lenders as (and to the extent) provided in Section
13.12(b), the Borrower shall have the right, in accordance with Section
13.04(b), if no Default or Event of Default then exists (or, in the case of
preceding clause (z), will exist immediately after giving effect to such
replacement), to replace such Lender (the "Replaced Lender") with one or more
other Eligible Transferee or Transferees, none of whom shall constitute a
Defaulting Lender at the time of such replacement (collectively, the
"Replacement Lender") and each of whom shall be reasonably acceptable to the
Administrative Agent or, at the option of the Borrower, to replace only (a) the
Revolving Loan Commitment (and outstandings pursuant thereto) of the Replaced
Lender with an identical Revolving Loan Commitment provided by the Replacement
Lender, (b) the Acquisition Loan Commitment (and outstandings pursuant thereto)
of the Replaced Lender with an identical Acquisition Loan Commitment provided by
the Replacement Lender or (c) in the case of a replacement as provided in
Section 13.12(b) where the consent of the respective Lender is required with
respect to less than all Tranches of its Loans or Commitments, the Commitments
and/or outstanding Loans of such Lender in respect of each Tranche where the
consent of such Lender would otherwise be individually required, with identical
Commitments and/or Loans of the respective Tranche provided by the Replacement
Lender; PROVIDED that:

                  (i) at the time of any replacement pursuant to this Section
         1.13, the Replacement Lender shall enter into one or more Assignment
         and Assumption Agreements pursuant to Section 13.04(b) (and with all
         fees payable pursuant to said Section 13.04(b) to be paid by the
         Replacement Lender) pursuant to which the Replacement Lender shall
         acquire all of the Commitments and outstanding Loans of, and in each
         case, participations in Letters of Credit by, the Replaced Lender and,
         in connection therewith, shall pay to (x) the Replaced Lender in
         respect thereof an amount equal to the sum of (A) an amount equal to
         the principal of, and all accrued interest on, all outstanding Loans of
         the Replaced Lender, (B) an amount equal to all Unpaid Drawings that
         have been funded by (and not reimbursed to) such Replaced Lender,
         together with all then unpaid interest with respect thereto at such
         time and (C) an amount equal to all accrued, but theretofore unpaid,
         Fees owing to the Replaced Lender (but only with respect to the
         relevant Tranche, in the case of the replacement of less than all
         Tranches of Loans then held by the respective Replaced Lender) pursuant
         to Section 3.01, (y) each Letter of Credit Issuer an amount equal to
         such Replaced Lender's RL Percentage of any Unpaid Drawing relating to




                                      -16-
<PAGE>

         Letters of Credit issued by such Letter of Credit Issuer (which at such
         time remains an Unpaid Drawing) to the extent such amount was not
         theretofore funded by such Replaced Lender to the Letter of Credit
         Issuer and (z) the Swingline Lender an amount equal to such Replaced
         Lender's RL Percentage of any Mandatory Borrowing to the extent such
         amount was not theretofore funded by such Replaced Lender; and

                  (ii) all Obligations of the Borrower then owing to the
         Replaced Lender (other than those (a) specifically described in clause
         (i) above in respect of which the assignment purchase price has been,
         or is concurrently being, paid, but, in any event, including all
         amounts, if any, owing under Section 1.11 or (b) relating to any
         Tranche of Loans and/or Commitments of the respective Replaced Lender
         which will remain outstanding after giving effect to the respective
         replacement) shall be paid in full to such Replaced Lender concurrently
         with such replacement.

         Upon the execution of the respective Assignment and Assumption
Agreements, the payment of amounts referred to in clauses (i) and (ii) above,
recordation of the assignment on the Register by the Administrative Agent
pursuant to Section 13.17 and, if so requested by the Replacement Lender,
delivery to the Replacement Lender of the appropriate Note or Notes executed by
the Borrower, the Replacement Lender shall become a Lender hereunder and, unless
the respective Replaced Lender continues to have outstanding Term Loans, an
Initial A Term Loan Commitment, a Revolving Loan Commitment or an Acquisition
Loan Commitment hereunder, the Replaced Lender shall cease to constitute a
Lender hereunder, except with respect to indemnification provisions under this
Agreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 13.01
and 13.06), which shall survive as to such Replaced Lender.

         1.14 LIMITATION ON ADDITIONAL AMOUNTS, ETC. Notwithstanding anything to
the contrary contained in Sections 1.10, 1.11, 2.05 or 4.04, unless a Lender
gives notice to the Borrower that the Borrower is obligated to pay an amount
under any such Section within 180 days after the later of (x) the date such
Lender incurs the respective increased costs, Taxes, loss, expense or liability,
reduction in amounts received or receivable or reduction in return on capital or
(y) the date such Lender has actual knowledge of its incurrence of the
respective increased costs, Taxes, loss, expense or liability, reductions in
amounts received or receivable or reduction in return on capital, then such
Lender shall only be entitled to be compensated for such amount by the Borrower
pursuant to said Section 1.10, 1.11, 2.05 or 4.04, as the case may be, to the
extent the costs, Taxes, loss, expense or liability, reduction in amounts
received or receivable or reduction in return on capital are incurred or
suffered on or after the date which occurs 180 days prior to such Lender giving
notice to the Borrower that the Borrower is obligated to pay the respective
amounts pursuant to said Section 1.10, 1.11, 2.05 or 4.04, as the case may be.
This Section 1.14 shall have no applicability to any Section of this Agreement
or any other Credit Document other than said Sections 1.10, 1.11, 2.05 and 4.04.

         1.15 INCREMENTAL TERM LOAN COMMITMENTS. (a) So long as no Default or
Event of Default then exists or would result therefrom, the Borrower shall, in
consultation with the Administrative Agent, have the right to request on one or
more occasions on and after the Initial Borrowing Date and prior to the
Incremental Term Loan Commitment Termination Date that one



                                      -17-
<PAGE>

or more Lenders (and/or one or more other Persons which will become Lenders as
provided below) provide Incremental A Term Loan Commitments and/or Incremental B
Term Loan Commitments and, subject to the terms and conditions contained in this
Agreement, make Incremental A Term Loans and/or Incremental B Term Loans
pursuant thereto, as the case may be, it being understood and agreed, however,
that (i) except as otherwise expressly agreed to in writing by any Lenders with
the Borrower prior to the Initial Borrowing Date with respect to the Conspec
Acquisition, no Lender shall be obligated to provide an Incremental Term Loan
Commitment as a result of any such request by the Borrower, and until such time,
if any, as such Lender has agreed in its sole discretion to provide an
Incremental Term Loan Commitment and executed and delivered to the
Administrative Agent an Incremental Term Loan Commitment Agreement as provided
in clause (b) of this Section 1.15, such Lender shall not be obligated to fund
any Incremental A Term Loans and/or Incremental B Term Loans, as the case may
be, (ii) any Lender (or, in the circumstances contemplated by clause (vi) below,
any other Person which will qualify as an Eligible Transferee) may so provide an
Incremental Term Loan Commitment without the consent of any other Lender, (iii)
each provision of Incremental Term Loan Commitments pursuant to this Section
1.15 on a given date shall be in a minimum aggregate amount (for all Lenders
(including in the circumstances contemplated by clause (vi) below, Eligible
Transferees who will become Lenders)) of at least $5,000,000, (iv) the aggregate
amount of all Incremental Term Loan Commitments permitted to be provided
pursuant to this Section 1.15 and the aggregate principal amount of all
Incremental Term Loans permitted to be made pursuant to Sections 1.01(c) and (d)
shall not, in either case, exceed $50,000,000 (PROVIDED that if the Conspec
Acquisition is consummated on or prior to the Conspec Acquisition Termination
Date and in accordance with the provisions of Section 8.14(b), such amount shall
be increased by the principal amount of Incremental B Term Loans used to
consummate the Conspec Acquisition and to pay the fees and expenses incurred in
connection therewith (which amount, however, shall not exceed $23,500,000)), (v)
the relevant Incremental Term Loan Commitment Agreements shall specifically set
forth whether the Incremental Term Loan Commitments in respect thereof shall
constitute either Incremental A Term Loan Commitments or Incremental B Term Loan
Commitments, (vi) if, within 10 Business Days after the Borrower has requested
the then existing Lenders (other than Defaulting Lenders) to provide Incremental
Term Loan Commitments pursuant to this Section 1.15 the Borrower has not
received Incremental Term Loan Commitments in an aggregate amount equal to that
amount of Incremental Term Loan Commitments which the Borrower desires to obtain
pursuant to such request (as set forth in the notice provided by the Borrower as
provided below), then the Borrower may, with the consent of the Administrative
Agent (which consent shall not be unreasonably withheld or delayed), request
Incremental Term Loan Commitments from Persons which would qualify as Eligible
Transferees hereunder in an aggregate amount equal to such deficiency (and with
the fees to be paid to such Eligible Transferee to be no greater than that to be
paid to the then existing Lenders providing Incremental Term Loan Commitments),
(vii) to the extent that any Incremental Term Loans are to be incurred on or
prior to the Conspec Acquisition Termination Date to finance the Conspec
Acquisition, such Incremental Term Loans shall be Incremental B Term Loans,
(viii) prior to any Incremental A Term Loan Borrowing Date or any Incremental B
Term Loan Borrowing Date, the Borrower shall have certified to the
Administrative Agent that the aggregate principal amount of any Incremental Term
Loan being incurred is permitted to be incurred under, and in accordance with,
the Senior Subordinated Note



                                      -18-
<PAGE>

Indenture (including, without limitation, by providing to the Administrative
Agent (x) an officer's certificate of the Borrower's chief financial officer or
other Authorized Financial Officer demonstrating (in reasonable detail) that the
incurrence of the Incremental Term Loans on any such Incremental Term Loan
Borrowing Date may be incurred in accordance with, and will not violate the
provisions of, the Senior Subordinated Note Indenture (including, to the extent
applicable, the proviso to Section 4.09 of the Senior Subordinated Note
Indenture) and (y) the officers' certificate referred to in clause (vi) of the
definition of "Senior Debt" set forth in the Senior Subordinated Note
Indenture), although the provisions of this clause (viii) shall not apply to any
Incremental B Terms Loans incurred on or prior to the Conspec Acquisition
Termination Date to finance the Conspec Acquisition, (ix) the proceeds of all
Incremental Term Loans shall be used to finance Permitted Acquisitions and to
pay the fees and expenses incurred in connection therewith, and (x) all actions
taken by the Borrower pursuant to this Section 1.15 shall be done in
coordination with the Administrative Agent.

         (b) At the time of any provision of Incremental Term Loan Commitments
pursuant to this Section 1.15, (i) the Borrower, the Administrative Agent and
each such Lender or other Eligible Transferee (each an "Incremental Term Loan
Lender") which agrees to provide an Incremental Term Loan Commitment shall
execute and deliver to the Administrative Agent an Incremental Term Loan
Commitment Agreement substantially in the form of Exhibit C (appropriately
completed), with the effectiveness of such Incremental Term Loan Lender's
Incremental Term Loan Commitment to occur upon delivery of such Incremental Term
Loan Commitment Agreement to the Administrative Agent, the payment of any fees
(including, without limitation, any fees payable pursuant to clause (ii) below)
required in connection therewith and the consummation of the Permitted
Acquisition to the financed with respective Incremental Term Loans, (ii) the
Administrative Agent shall receive from the Borrower (or, to the extent agreed
to by the Borrower and the respective Incremental Term Loan Lender, from such
respective Incremental Term Loan Lender) the payment of a non-refundable fee of
$3,500 for each Eligible Transferee which becomes a Lender pursuant to this
Section 1.15 and (iii) the Borrower shall deliver to the Administrative Agent an
opinion or opinions, in form and substance reasonably satisfactory to the
Administrative Agent, from counsel to the Borrower reasonably satisfactory to
the Administrative Agent and dated such date, covering such of the matters set
forth in the opinions of counsel delivered to the Administrative Agent on the
Initial Borrowing Date pursuant to Section 5A.03 as may be reasonably requested
by the Administrative Agent, and such other matters as the Administrative Agent
may reasonably request, although the provisions of this clause (iii) shall not
apply to any Incremental B Term Loans incurred on or prior to the Conspec
Acquisition Termination Date to finance the Conspec Acquisition. The
Administrative Agent shall promptly notify each Lender as to the effectiveness
of each Incremental Term Loan Commitment Agreement, and (i) at such time Annex I
shall be deemed modified to reflect the Incremental A Term Loan Commitments
and/or Incremental B Term Loan Commitments, as the case may be, of such
Incremental Term Loan Lenders and (ii) to the extent requested by such
Incremental Term Loan Lenders, A Term Notes and/or B Term Notes will be issued,
at the Borrower's expense, to such Incremental Term Loan Lenders, to be in
conformity with the requirements of Section 1.05 (with appropriate
modifications) to the extent needed to reflect the new Incremental Term Loans
made by such Incremental Term Loan Lenders.



                                      -19-
<PAGE>

         (c) In connection with each incurrence of Incremental A Term Loans
pursuant to Section 1.01(c) or Incremental B Term Loans pursuant to Section
1.01(d), the Lenders and the Borrower hereby agree that, notwithstanding
anything to the contrary contained in this Agreement, the Borrower and the
Administrative Agent may take all such actions as may be necessary to ensure
that all Lenders with outstanding A Term Loans and B Term Loans, as the case may
be, continue to participate in each Borrowing of outstanding A Term Loans and B
Term Loans (after giving effect to the incurrence of Incremental A Term Loans or
Incremental B Term Loans pursuant to Section 1.01(c) or (d), as the case may be)
on a PRO RATA basis, including by adding the Incremental A Term Loans or the
Incremental B Term Loans to be so incurred to the then outstanding Borrowings of
A Term Loans or B Term Loans, as the case may be, on a PRO RATA basis even
though as a result thereof such new Incremental A Term Loan or Incremental B
Term Loan, as the case may be (to the extent required to be maintained as
Eurodollar Loans), may effectively have a shorter Interest Period than the then
outstanding Borrowings of A Term Loans or B Term Loans, as the case may be, and
it is hereby agreed that (x) to the extent any then outstanding Borrowings of A
Term Loans or B Term Loans that are maintained as Eurodollar Loans are affected
as a result thereof, any costs of the type described in Section 1.11 incurred by
such Lenders in connection therewith shall be for the account of the Borrower or
(y) to the extent the Incremental A Term Loans and Incremental B Term Loans to
be so incurred are added to the then outstanding Borrowings of A Term Loans or B
Term Loans, as the case may be, which are maintained as Eurodollar Loans, the
Lenders that have made such additional Incremental A Term Loans or Incremental B
Term Loans, as the case may be, shall be entitled to receive an effective
interest rate on such additional Incremental A Term Loans or Incremental B Term
Loans, as the case may be, as is equal to the Eurodollar Rate as in effect two
Business Days prior to the incurrence of such additional Incremental A Term
Loans or Incremental B Term Loans, as the case may be, plus the then Applicable
Eurodollar Rate Margin for such Tranche of Term Loans until the end of the
respective Interest Period or Interest Periods with respect thereto.

         SECTION 2. LETTERS OF CREDIT.

         2.01 LETTERS OF CREDIT. (a) Subject to and upon the terms and
conditions set forth herein, the Borrower may request a Letter of Credit Issuer
at any time and from time to time on or after the Initial Borrowing Date and
prior to the tenth Business Day (or the 30th day in the case of trade Letters of
Credit) preceding the Revolving Loan Maturity Date to issue, for the account of
the Borrower and in support of (x) trade obligations of the Borrower or any of
its Subsidiaries that arise in the ordinary course of business and/or (y) on a
standby basis, L/C Supportable Obligations of the Borrower or any of its
Subsidiaries to any other Person, irrevocable sight letters of credit in such
form as may be approved by such Letter of Credit Issuer (each such letter of
credit, a "Letter of Credit" and, collectively, the "Letters of Credit").
Notwithstanding the foregoing, no Letter of Credit Issuer shall be under any
obligation to issue any Letter of Credit if at the time of such issuance:

                  (i) any order, judgment or decree of any governmental
         authority or arbitrator shall purport by its terms to enjoin or
         restrain such Letter of Credit Issuer from issuing such Letter of
         Credit or any requirement of law applicable to such Letter of Credit
         Issuer or any request or directive (whether or not having the force of
         law) from any governmental



                                      -20-
<PAGE>

         authority with jurisdiction over such Letter of Credit Issuer shall
         prohibit, or request that such Letter of Credit Issuer refrain from,
         the issuance of letters of credit generally or such Letter of Credit in
         particular or shall impose upon such Letter of Credit Issuer with
         respect to such Letter of Credit any restriction or reserve or capital
         requirement (for which such Letter of Credit Issuer is not otherwise
         compensated) not in effect on the date hereof, or any unreimbursed
         loss, cost or expense which was not applicable, in effect or known to
         such Letter of Credit Issuer as of the date hereof and which such
         Letter of Credit Issuer in good faith deems material to it; or

                  (ii) such Letter of Credit Issuer shall have received notice
         from the Borrower, any other Credit Party or the Required Lenders prior
         to the issuance of such Letter of Credit of the type described in
         clause (v) of Section 2.01(b). (b) Notwithstanding the foregoing, (i)
         no Letter of Credit shall be issued the Stated Amount of which, when
         added to the Letter of Credit Outstandings (exclusive of Unpaid
         Drawings which are repaid on the date of, and prior to the issuance of,
         the respective Letter of Credit) at such time, would exceed either (x)
         $15,000,000 or (y) when added to the aggregate principal amount of all
         Revolving Loans and Swingline Loans then outstanding, the Total
         Revolving Loan Commitment at such time; (ii) (x) each standby Letter of
         Credit shall have an expiry date occurring not later than one year
         after such Letter of Credit's date of issuance, PROVIDED that any such
         standby Letter of Credit may be extendable for successive periods of up
         to one year, but not beyond the tenth Business Day preceding the
         Revolving Loan Maturity Date, on terms acceptable to the Letter of
         Credit Issuer and (y) each trade Letter of Credit shall have an expiry
         date occurring not later than 180 days after such Letter of Credit's
         date of issuance; (iii) (x) no standby Letter of Credit shall have an
         expiry date occurring later than the tenth Business Day preceding the
         Revolving Loan Maturity Date and (y) no trade Letter of Credit shall
         have an expiry date occurring later than 30 days prior to the Revolving
         Loan Maturity Date; (iv) each Letter of Credit shall be denominated in
         U.S. Dollars; and (v) no Letter of Credit Issuer will issue any Letter
         of Credit after it has received written notice from the Borrower, any
         other Credit Party or the Required Lenders stating that a Default or an
         Event of Default exists until such time as such Letter of Credit Issuer
         shall have received a written notice of (x) rescission of such notice
         from the party or parties originally delivering the same or (y) a
         waiver of such Default or Event of Default by the Required Lenders.

         (c) Notwithstanding the foregoing, in the event a Lender Default
exists, no Letter of Credit Issuer shall be required to issue any Letter of
Credit unless the respective Letter of Credit Issuer has entered into
arrangements satisfactory to it and the Borrower to eliminate such Letter of
Credit Issuer's risk with respect to the participation in Letters of Credit of
the Defaulting Lender or Lenders, including by cash collateralizing such
Defaulting Lender's or Lenders' Percentage of the Letter of Credit Outstandings,
as the case may be.

         2.02 LETTER OF CREDIT REQUESTS. (a) Whenever the Borrower desires that
a Letter of Credit be issued, the Borrower shall give the Administrative Agent
and the respective Letter of Credit Issuer written notice (including by way of
facsimile transmission to the Administrative Agent) thereof prior to 12:00 Noon
(New York time) at least five Business Days (or such shorter



                                      -21-
<PAGE>

period as may be acceptable to the respective Letter of Credit Issuer) prior to
the proposed date of issuance (which shall be a Business Day), which written
notice shall be in the form of Exhibit D (appropriately completed) (each, a
"Letter of Credit Request"). Each Letter of Credit Request shall include any
other documents as such Letter of Credit Issuer customarily requires in
connection therewith.

         (b) The making of each Letter of Credit Request shall be deemed to be a
representation and warranty by the Borrower that such Letter of Credit may be
issued in accordance with, and it will not violate the requirements of, Section
2.01(a). Unless the respective Letter of Credit Issuer has received notice from
the Required Lenders before it issues a Letter of Credit that one or more of the
applicable conditions specified in Section 5 or 6, as the case may be, are not
then satisfied, or that the issuance of such Letter of Credit would violate
Section 2.01(a), then such Letter of Credit Issuer may issue the requested
Letter of Credit for the account of the Borrower in accordance with such Letter
of Credit Issuer's usual and customary practice.

         2.03 LETTER OF CREDIT PARTICIPATIONS. (a) Immediately upon the issuance
by a Letter of Credit Issuer of any Letter of Credit, such Letter of Credit
Issuer shall be deemed to have sold and transferred to each RL Lender (other
than such Letter of Credit Issuer in its capacity, if any, as an RL Lender), and
each such RL Lender (each, a "Participant") shall be deemed irrevocably and
unconditionally to have purchased and received from such Letter of Credit
Issuer, without recourse or warranty, an undivided interest and participation,
to the extent of such Participant's RL Percentage, in such Letter of Credit,
each drawing made thereunder and the obligations of the Borrower under this
Agreement with respect thereto (although Letter of Credit Fees shall be payable
directly to the Administrative Agent for the account of the RL Lenders as
provided in Section 3.01(b) and the Participants shall have no right to receive
any portion of any Facing Fees with respect to such Letters of Credit) and any
security therefore or guaranty pertaining thereto. Upon any change in the
Revolving Loan Commitments or RL Percentages of the RL Lenders pursuant to
Section 1.13 or 13.04(b), it is hereby agreed that, with respect to all
outstanding Letters of Credit and Unpaid Drawings with respect thereto, there
shall be an automatic adjustment to the participations pursuant to this Section
2.03 to reflect the new RL Percentages of the assigning and assignee Lender.

         (b) In determining whether to pay under any Letter of Credit, no Letter
of Credit Issuer shall have any obligation relative to the Participants other
than to determine that any documents required to be delivered under such Letter
of Credit have been delivered and that they appear to substantially comply on
their face with the requirements of such Letter of Credit. Any action taken or
omitted to be taken by any Letter of Credit Issuer under or in connection with
any Letter of Credit issued by it shall not create for such Letter of Credit
Issuer any resulting liability to the Borrower, any Credit Party, any Lender or
any other Person unless such action is taken or omitted to be taken with gross
negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision).

         (c) In the event that any Letter of Credit Issuer makes any payment
under any Letter of Credit issued by it and the Borrower shall not have
reimbursed such amount in full to



                                      -22-
<PAGE>

the Letter of Credit Issuer pursuant to Section 2.04(a), such Letter of Credit
Issuer shall promptly notify the Administrative Agent, and the Administrative
Agent shall promptly notify each Participant of such failure, and each such
Participant shall promptly and unconditionally pay to the Administrative Agent
for the account of such Letter of Credit Issuer, the amount of such
Participant's RL Percentage of such payment in U.S. Dollars and in same day
funds. If the Administrative Agent so notifies any Participant required to fund
a payment under a Letter of Credit prior to 11:00 A.M. (New York time) on any
Business Day, such Participant shall make available to the Administrative Agent
at the Payment Office for the account of the respective Letter of Credit Issuer
such Participant's RL Percentage of the amount of such payment on such Business
Day in same day funds (and, to the extent such notice is given after 11:00 A.M.
(New York time) on any Business Day, such Participant shall make such payment on
the immediately following Business Day). If and to the extent such Participant
shall not have so made its RL Percentage of the amount of such payment available
to the Administrative Agent for the account of the respective Letter of Credit
Issuer, such Participant agrees to pay to the Administrative Agent for the
account of such Letter of Credit Issuer, forthwith on demand such amount,
together with interest thereon, for each day from such date until the date such
amount is paid to the Administrative Agent for the account of the Letter of
Credit Issuer at the overnight Federal Funds Rate for the first three days and
at the interest rate applicable to Revolving Loans that are maintained as Base
Rate Loans for each day thereafter. The failure of any Participant to make
available to the Administrative Agent for the account of the respective Letter
of Credit Issuer its RL Percentage of any payment under any Letter of Credit
issued by it shall not relieve any other Participant of its obligation hereunder
to make available to the Administrative Agent for the account of such Letter of
Credit Issuer its applicable RL Percentage of any payment under any such Letter
of Credit on the date required, as specified above, but no Participant shall be
responsible for the failure of any other Participant to make available to the
Administrative Agent for the account of such Letter of Credit Issuer such other
Participant's RL Percentage of any such payment.

         (d) Whenever any Letter of Credit Issuer receives a payment of a
reimbursement obligation as to which the Administrative Agent has received for
the account of such Letter of Credit Issuer any payments from the Participants
pursuant to clause (c) above, such Letter of Credit Issuer shall pay to the
Administrative Agent and the Administrative Agent shall promptly pay to each
Participant which has paid its RL Percentage thereof, in U.S. Dollars and in
same day funds, an amount equal to such Participant's RL Percentage of the
principal amount thereof and interest thereon accruing after the purchase of the
respective participations.

         (e) Each Letter of Credit Issuer shall, promptly after each issuance
of, or amendment or modification to, a standby Letter of Credit issued by it,
give the Administrative Agent and the Borrower written notice of the issuance
of, or amendment or modification to, such standby Letter of Credit, which notice
shall be accompanied by a copy of such issuance, amendment or modification.
Promptly upon receipt of each such notice, the Administrative Agent shall notify
each Participant of such issuance, amendment or modification and should any
Participant so request, the Administrative Agent shall provide such Participant
with copies of any such issuance, amendment or modification.



                                      -23-
<PAGE>

         (f) Each Letter of Credit Issuer (other than BTCo) shall deliver to the
Administrative Agent, promptly on the first Business Day of each week, by
facsimile transmission, the daily aggregate Stated Amount available to be drawn
under the outstanding Letters of Credit issued by such Letter of Credit Issuer
for the previous week.

         (g) The obligations of the Participants to make payments to the
Administrative Agent for the account of the respective Letter of Credit Issuer
with respect to Letters of Credit issued by it shall be irrevocable and not
subject to counterclaim, set-off or other defense or any other qualification or
exception whatsoever and shall be made in accordance with the terms and
conditions of this Agreement under all circumstances, including, without
limitation, any of the following circumstances:

                  (i) any lack of validity or enforceability of this Agreement
         or any of the other Credit Documents;

                  (ii) the existence of any claim, set-off, defense or other
         right which the Borrower or any of its Subsidiaries may have at any
         time against a beneficiary named in a Letter of Credit, any transferee
         of any Letter of Credit (or any Person for whom any such transferee may
         be acting), the Administrative Agent, any Letter of Credit Issuer, any
         Lender, or other Person, whether in connection with this Agreement, any
         Letter of Credit, the transactions contemplated herein or any unrelated
         transactions (including any underlying transaction between the Borrower
         or any of its Subsidiaries and the beneficiary named in any such Letter
         of Credit);

                  (iii) any draft, certificate or other document presented under
         the 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;

                  (iv) the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Credit
         Documents; or

                  (v) the occurrence of any Default or Event of Default.

         2.04 AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS. (a) The Borrower
hereby agrees to reimburse each Letter of Credit Issuer, by making payment to
the Administrative Agent in immediately available funds at the Payment Office,
for any payment or disbursement made by such Letter of Credit Issuer under any
Letter of Credit issued by it (each such amount so paid or disbursed until
reimbursed, an "Unpaid Drawing") no later than one Business Day following the
date of such payment or disbursement, with interest on the amount so paid or
disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to
1:00 P.M. (New York time) on the date of such payment or disbursement, from and
including the date paid or disbursed to but not including the date such Letter
of Credit Issuer is reimbursed therefor at a rate per annum which shall be the
Base Rate plus the Applicable Margin for Revolving Loans that are maintained as
Base Rate Loans as in effect from time to time (plus an additional 2% per annum
if not reimbursed by the third Business Day after the date of such payment or
disbursement), such interest also to be payable on demand; PROVIDED that it is
understood and agreed, however, that



                                      -24-
<PAGE>

the notices referred to below in this clause (a) shall not be required to be
given if a Default or an Event of Default under Section 10.05 shall have
occurred and be continuing (in which case the Unpaid Drawings shall be due and
payable immediately without presentment, demand, protest or notice of any kind
(all of which are hereby waived by each Credit Party) and shall bear interest at
a rate per annum which shall be the Base Rate plus the Applicable Margin for
Revolving Loans that are maintained as Base Rate Loans as in effect from time to
time plus 2% on and after the third Business Day following the respective
Drawing). Each Letter of Credit Issuer shall provide the Borrower prompt notice
of any payment or disbursement made by it under any Letter of Credit issued by
it, although the failure of, or delay in, giving any such notice shall not
release or diminish the obligations of the Borrower under this Section 2.04(a)
or under any other Section of this Agreement.

         (b) The Borrower's obligation under this Section 2.04 to reimburse the
respective Letter of Credit Issuer with respect to Unpaid Drawings (including,
in each case, interest thereon) shall be absolute and unconditional under any
and all circumstances and irrespective of any setoff, counterclaim or defense to
payment which the Borrower or any of its Subsidiaries may have or have had
against such Letter of Credit Issuer, the Administrative Agent or any Lender,
including, without limitation, any defense based upon the failure of any drawing
under a Letter of Credit issued by it to substantially conform to the terms of
the Letter of Credit or any nonapplication or misapplication by the beneficiary
of the proceeds of such drawing; PROVIDED, HOWEVER, that the Borrower shall not
be obligated to reimburse such Letter of Credit Issuer for any wrongful payment
made by such Letter of Credit Issuer under a Letter of Credit issued by it as a
result of acts or omissions constituting willful misconduct or gross negligence
on the part of such Letter of Credit Issuer (as determined by a court of
competent jurisdiction in a final and non-appealable decision).

         2.05 INCREASED COSTS. If the adoption or effectiveness after the date
hereof of any applicable law, rule or regulation, order, guideline or request or
any change therein after the date hereof, or any change adopted or effective
after the date hereof in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Letter of



                                      -25-
<PAGE>

Credit Issuer or any Participant with any request or directive (whether or not
having the force of law) by any such authority, central bank or comparable
agency adopted or effective after the date hereof shall either (i) impose,
modify or make applicable any reserve, deposit, capital adequacy or similar
requirement against Letters of Credit issued by such Letter of Credit Issuer or
such Participant's participation therein, or (ii) impose on any Letter of Credit
Issuer or any Participant any other conditions directly or indirectly affecting
this Agreement, any Letter of Credit or such Participant's participation
therein; and the result of any of the foregoing is to increase the cost to such
Letter of Credit Issuer or such Participant of issuing, maintaining or
participating in any Letter of Credit, or to reduce the amount of any sum
received or receivable by such Letter of Credit Issuer or such Participant
hereunder or reduce the rate of return on its capital with respect to Letters of
Credit, then, upon written demand to the Borrower by such Letter of Credit
Issuer or such Participant (a copy of which notice shall be sent by such Letter
of Credit Issuer or such Participant to the Administrative Agent), accompanied
by the certificate described in the last sentence of this Section 2.05, the
Borrower shall, subject to Section 1.14, pay to such Letter of Credit Issuer or
such Participant such additional amount or amounts as will compensate such
Letter of Credit Issuer or such Participant for such increased cost or
reduction. A certificate submitted to the Borrower by such Letter of Credit
Issuer or such Participant, as the case may be (a copy of which certificate
shall be sent by such Letter of Credit Issuer or such Participant to the
Administrative Agent), setting forth the basis for the determination of such
additional amount or amounts necessary to compensate such Letter of Credit
Issuer or such Participant as aforesaid shall be final and conclusive and
binding on the Borrower absent manifest error, although the failure to deliver
any such certificate shall not release or diminish the Borrower's obligations to
pay additional amounts pursuant to this Section 2.05 upon subsequent receipt of
such certificate.

         SECTION 3. FEES; COMMITMENTS.

         3.01 FEES. (a) (i) The Borrower shall pay to the Administrative Agent,
for distribution to each Non-Defaulting Lender with an Initial A Term Loan
Commitment, a commitment fee (the "A TL Commitment Fee") (x) for the period from
and including the Effective Date through and including the 90th day after the
Initial Borrowing Date (or such earlier date as the Total Initial A Term Loan
Commitment shall have been terminated), equal to 1/2 of 1% per annum on the
daily Initial A Term Loan Commitment of such Non-Defaulting Lender, (y) for the
period thereafter through and including the 180th day after the Initial
Borrowing Date (or such earlier date as the Total Initial A Term Loan Commitment
shall have been terminated), equal to 3/4 of 1% per annum on the daily Initial A
Term Loan Commitment of such Non-Defaulting Lender, and (z) for the period
thereafter to, but excluding, the Initial A Term Loan Commitment Termination
Date (or such earlier date as the Total Initial A Term Loan Commitment shall
have been terminated), equal to 1% per annum on the daily Initial A Term Loan
Commitment of such Non-Defaulting Lender. Accrued A TL Commitment Fees shall be
due and payable quarterly in arrears on each Quarterly Payment Date and on the
date on which the Total Initial A Term Loan Commitment shall have been
terminated.

         (ii) The Borrower shall pay to the Administrative Agent, for
distribution to each Non-Defaulting Lender with a Revolving Loan Commitment, a
commitment fee (the "RL Commitment Fee") for the period from the Effective Date
to but not including the Revolving Loan Maturity Date (or such earlier date as
the Total Revolving Loan Commitment shall have been terminated), computed at a
rate per annum of 1/2 of 1% on the daily average Unutilized Revolving Loan
Commitment of such Non-Defaulting Lender. Accrued RL Commitment Fees shall be
due and payable quarterly in arrears on each Quarterly Payment Date and on the
Revolving Loan Maturity Date (or such earlier date upon which the Total
Revolving Loan Commitment shall have been terminated).

         (iii) The Borrower shall pay to the Administrative Agent, for
distribution to each Non-Defaulting Lender with an Acquisition Loan Commitment,
a commitment fee (the "AL Commitment Fee") for the period from the Effective
Date to but not including the Conversion Date (or such earlier date as the Total
Acquisition Loan Commitment shall have been terminated), computed at a rate per
annum of 1/2 of 1% on the daily average Unutilized Acquisition Loan Commitment
of such Non-Defaulting Lender. Accrued AL Commitment Fees shall be due and
payable quarterly in arrears on each Quarterly Payment Date and on the




                                      -26-
<PAGE>

Conversion Date (or such earlier date upon which the Total Acquisition Loan
Commitment shall have been terminated).

         (b) The Borrower shall pay to the Administrative Agent for PRO RATA
distribution to each RL Lender (based on their respective RL Percentages), a fee
in respect of each Letter of Credit (the "Letter of Credit Fee") computed at a
rate per annum equal to the Applicable Margin in effect from time to time for
Revolving Loans that are maintained as Eurodollar Loans on the daily Stated
Amount of such Letter of Credit. Accrued Letter of Credit Fees shall be due and
payable quarterly in arrears on each Quarterly Payment Date and upon the first
day on or after the termination of the Total Revolving Loan Commitment upon
which no Letters of Credit remain outstanding.

         (c) The Borrower shall pay to each Letter of Credit Issuer a fee in
respect of each Letter of Credit issued by such Letter of Credit Issuer (the
"Facing Fee") computed at a rate per annum of 1/4 of 1% on the daily Stated
Amount of such Letter of Credit; PROVIDED that in no event shall the annual
Facing Fee with respect to each Letter of Credit be less than $500; it being
agreed that (x) on the date of issuance of any Letter of Credit and on each
anniversary thereof prior to the termination of such Letter of Credit, if $500
will exceed the amount of Facing Fees that will accrue with respect to such
Letter of Credit for the immediately succeeding 12-month period, the full $500
shall be payable on the date of issuance of such Letter of Credit and on each
such anniversary thereof prior to the termination of such Letter of Credit and
(y) if on the date of the termination of any Letter of Credit, $500 actually
exceeds the amount of Facing Fees paid or payable with respect to such Letter of
Credit for the period beginning on the date of the issuance thereof (or if the
respective Letter of Credit has been outstanding for more than one year, the
date of the last anniversary of the issuance thereof occurring prior to the
termination of such Letter of Credit) and ending on the date of the termination
thereof, an amount equal to such excess shall be paid as additional Facing Fees
with respect to such Letter of Credit on the next date upon which Facing Fees
are payable in accordance with the immediately succeeding sentence. Except as
provided in the immediately preceding sentence, accrued Facing Fees shall be due
and payable quarterly in arrears on each Quarterly Payment Date and upon the
first day on or after the termination of the Total Revolving Loan Commitment
upon which no Letters of Credit remain outstanding.

         (d) The Borrower shall pay directly to each Letter of Credit Issuer
upon each issuance of, payment under, and/or amendment of, a Letter of Credit
issued by such Letter of Credit Issuer such amount as shall at the time of such
issuance, payment or amendment be the administrative charge which such Letter of
Credit Issuer is customarily charging for issuances of, payments under or
amendments of, letters of credit issued by it, plus any expenses relating to
such transactions.

         (e) The Borrower shall pay to the Agents, for their own account, such
fees as may be agreed to in writing from time to time between the Borrower and
the Agents, when and as due.



                                      -27-
<PAGE>

         (f) All computations of Fees shall be made in accordance with Section
13.07(b).

         3.02 VOLUNTARY TERMINATION OR REDUCTION OF UNUTILIZED COMMITMENTS. (a)
With the prior written consent of the Administrative Agent (although such
consent shall not be required in the event of a termination of the Total
Commitment and the repayment in full of all Obligations) and upon at least three
Business Days' prior notice to the Administrative Agent at the Notice Office
(which notice the Administrative Agent shall promptly transmit to each of the
Lenders), the Borrower shall have the right, without premium or penalty, to
terminate or partially reduce the Total Initial A Term Loan Commitment, PROVIDED
that (x) any such termination or partial reduction shall apply to
proportionately and permanently reduce the Initial A Term Loan Commitment of
each of the Lenders with such a Commitment and (y) any partial reduction
pursuant to this Section 3.02(a) shall be in integral multiples of $500,000.

         (b) Upon at least three Business Days' prior notice to the
Administrative Agent at the Notice Office (which notice the Administrative Agent
shall promptly transmit to each of the Lenders), the Borrower shall have the
right, without premium or penalty, to terminate or partially reduce the Total
Unutilized Revolving Loan Commitment, PROVIDED that (x) any such termination or
partial reduction shall apply to proportionately and permanently reduce the
Revolving Loan Commitment of each of the RL Lenders, (y) any partial reduction
pursuant to this Section 3.02(b) shall be in integral multiples of $500,000 and
(z) the reduction to the Total Unutilized Revolving Loan Commitment shall in no
case be in an amount which would cause the Revolving Loan Commitment of any RL
Lender to be reduced (as required by the preceding clause (x)) by an amount
which exceeds the remainder of (A) the Unutilized Revolving Loan Commitment of
such RL Lender as in effect immediately before giving effect to such reduction
minus (B) such RL Lender's RL Percentage of the aggregate principal amount of
Swingline Loans then outstanding.

         (c) Upon at least three Business Days' prior notice to the
Administrative Agent at the Notice Office (which notice the Administrative Agent
shall promptly transmit to each of the Lenders), the Borrower shall have the
right, without premium or penalty, to terminate or partially reduce the Total
Unutilized Acquisition Loan Commitment, PROVIDED that (x) any such termination
or partial reduction shall apply to proportionately and permanently reduce the
Acquisition Loan Commitment of each of the AL Lenders and (y) any partial
reduction pursuant to this Section 3.02(c) shall be in integral multiples of
$500,000.

         (d) In the event of certain refusals by a Lender to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Lenders as (and to the
extent) provided in Section 13.12(b), the Borrower shall have the right, subject
to obtaining the consents required by Section 13.12(b), upon five Business Days'
prior written notice to the Administrative Agent at the Notice Office (which
notice the Administrative Agent shall promptly transmit to each of the Lenders),
to terminate the entire Revolving Loan Commitment and Acquisition Loan
Commitment of such Lender, so long as all Loans, together with accrued and
unpaid interest, Fees and all other amounts, owing to such Lender (including all
amounts, if any, owing pursuant to Section 1.11, but excluding



                                      -28-
<PAGE>

amounts owing in respect of Term Loans maintained by such Lender, if such Term
Loans are not being repaid pursuant to Section 13.12(b)) are repaid concurrently
with the effectiveness of such termination (at which time Annex I shall be
deemed modified to reflect such changed amounts) and at such time, unless the
respective Lender continues to have outstanding Term Loans hereunder, such
Lender shall no longer constitute a "Lender" for purposes of this Agreement,
except with respect to indemnifications under this Agreement (including, without
limitation, Sections 1.10, 1.11, 2.05, 4.04, 13.01 and 13.06), which shall
survive as to such repaid Lender.

         3.03 MANDATORY REDUCTION OF COMMITMENTS. (a) The Total Commitment shall
terminate in its entirety on July 14, 2000 (or such earlier date as Odyssey or
the Borrower shall have notified the Administrative Agent in writing that it has
terminated discussions regarding the Recapitalization) unless the Initial
Borrowing Date has occurred on or before such date.

         (b) In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, the Total Initial A Term Loan Commitment shall (i) be
reduced (x) on each Initial A Term Loan Borrowing Date in an amount equal to the
aggregate principal amount of Initial A Term Loans incurred on each such date,
(ii) terminate in its entirety (to the extent not theretofore terminated) on the
earlier of (x) the Initial A Term Loan Commitment Termination Date (after giving
effect to any Initial A Term Loans to be made on such date) and (y) unless the
Required Lenders otherwise agree, on the date on which a Change of Control
occurs, and (iii) prior to the termination of the Total Initial A Term Loan
Commitment, be permanently reduced from time to time to the extent required by
Section 4.02(j).

         (c) In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, the Total Initial B Term Loan Commitment shall terminate
in its entirety on the Initial Borrowing Date (after giving effect to the
incurrence of Initial B Term Loans on such date).

         (d) In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, the Incremental A Term Loan Commitment of each Lender
provided pursuant to a particular Incremental Term Loan Commitment Agreement
shall terminate in its entirety on the respective Incremental A Term Loan
Borrowing Date for such Incremental Term Loan Commitment Agreement (after giving
effect to the incurrence of the Incremental A Term Loans on each such date).

         (e) In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, the Incremental B Term Loan Commitment of each Lender
provided pursuant to a particular Incremental Term Loan Commitment Agreement
shall terminate in its entirety on the respective Incremental B Term Loan
Borrowing Date for such Incremental Term Loan Commitment Agreement (after giving
effect to the incurrence of the Incremental B Term Loans on each such date).

         (f) In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, the Total Revolving Loan Commitment shall (i) terminate in
its entirety on the earlier of (x) the Revolving Loan Maturity Date and (y)
unless the Required Lenders otherwise



                                      -29-
<PAGE>

agree, the date on which a Change of Control occurs, and (ii) be permanently
reduced from time to time in accordance with the requirements of Section
4.02(j).

         (g) In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, the Total Acquisition Loan Commitment shall (i) terminate
in its entirety on the earlier of (x) the Conversion Date and (y) unless the
Required Lenders otherwise agree, the date on which a Change of Control occurs,
and (ii) be permanently reduced from time to time in accordance with the
requirements of Section 4.02(j).

         (h) Each reduction and/or termination of the Total Initial A Term Loan
Commitment, the Total Initial B Term Loan Commitment, the Total Incremental A
Term Loan Commitment, the Total Incremental B Term Loan Commitment, the Total
Revolving Loan Commitment and the Total Acquisition Loan Commitment pursuant to
this Section 3.03 shall be applied to proportionately and permanently reduce
and/or terminate the Initial A Term Loan Commitment, the Initial B Term Loan
Commitment, the Incremental A Term Loan Commitment, the Incremental B Term Loan
Commitment, the Revolving Loan Commitment and the Acquisition Loan Commitment,
as the case may be, of each Lender with such a Commitment.

         SECTION 4. PAYMENTS.

         4.01 VOLUNTARY PREPAYMENTS. (a) The Borrower shall have the right to
prepay the Loans, and the right to allocate such prepayments to Revolving Loans,
Swingline Loans, Acquisition Revolving Loans and/or Term Loans as the Borrower
elects, in whole or in part, without premium or penalty except as otherwise
provided in Section 1.11, from time to time on the following terms and
conditions:

                  (i) the Borrower shall give the Administrative Agent at the
         Notice Office written notice (or telephonic notice promptly confirmed
         in writing) of its intent to prepay the Loans, whether such Loans are A
         Term Loans, B Term Loans, Revolving Loans, Swingline Loans or
         Acquisition Loans, the amount of such prepayment, the Type of Loans to
         be repaid and (in the case of Eurodollar Loans) the specific
         Borrowing(s) pursuant to which made, which notice shall be given by the
         Borrower prior to 12:00 Noon (New York time) (x) at least one Business
         Day prior to the date of such prepayment in the case of Base Rate
         Loans, (y) on or prior to the date of such prepayment in the case of
         Swingline Loans and (z) at least three Business Days prior to the date
         of such prepayment in the case of Eurodollar Loans, which notice shall,
         except in the case of Swingline Loans, promptly be transmitted by the
         Administrative Agent to each of the Lenders;

                  (ii) each prepayment (other than prepayments in full of (x)
         all outstanding Base Rate Loans or (y) any outstanding Borrowing of
         Eurodollar Loans) shall be in an aggregate principal amount of at least
         (x) $500,000, in the case of Term Loans, Revolving Loans and
         Acquisition Revolving Loans, and (y) $100,000, in the case of Swingline
         Loans, PROVIDED that no partial prepayment of Eurodollar Loans made
         pursuant to a Borrowing shall reduce the aggregate principal amount of
         the Eurodollar Loans



                                      -30-
<PAGE>

         outstanding pursuant to such Borrowing to an amount less than the
         Minimum Borrowing Amount applicable thereto;

                  (iii) each voluntary prepayment of Term Loans pursuant to this
         Section 4.01(a) shall be applied to the A Term Loans, Acquisition Term
         Loans and, subject to the provisions of Section 4.02(m), B Term Loans
         on a PRO RATA basis (based upon the then outstanding principal amount
         of A Term Loans, Acquisition Term Loans and B Term Loans);

                  (iv) each prepayment in respect of any Loans made pursuant to
         a Borrowing shall be applied PRO rata among such Loans, PROVIDED that,
         at the Borrower's election, in connection with any prepayment of
         Revolving Loans or Acquisition Revolving Loans pursuant to this Section
         4.01(a), such prepayment shall not, so long as no Default or Event of
         Default then exists, be applied to any Revolving Loans or Acquisition
         Revolving Loans of a Defaulting Lender; and

                  (v) each prepayment of principal of any Tranche of Term Loans
         pursuant to this Section 4.01(a) shall be applied to reduce the then
         remaining Scheduled Repayments of such Tranche on a PRO RATA basis
         (based upon the then remaining amount of each such Scheduled Repayment
         after giving affect to all prior reductions thereto).

         (b) In the event of certain refusals by a Lender to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Lenders as (and to the
extent) provided in Section 13.12(b), the Borrower shall have the right, upon
five Business Days' prior written notice to the Administrative Agent at the
Notice Office (which notice the Administrative Agent shall promptly transmit to
each of the Lenders), to repay all Loans of such Lender (including all amounts,
if any, owing pursuant to Section 1.11), together with accrued and unpaid
interest, Fees and all other amounts then owing to such Lender (or owing to such
Lender with respect to the Tranche which gave rise to the need to obtain such
Lender's individual consent) in accordance with said Section 13.12(b), so long
as (A) in the case of the repayment of Revolving Loans and/or Acquisition
Revolving Loans of any Lender pursuant to this clause (b), the Revolving Loan
Commitment and/or Acquisition Loan Commitment of such Lender is terminated
concurrently with such repayment pursuant to Section 3.02(d) (at which time
Annex I shall be deemed modified to reflect the changed Revolving Loan
Commitments and/or Acquisition Loan Commitments), and (B) the consents required
by Section 13.12(b) in connection with the repayment pursuant to this clause (b)
shall have been obtained.

         4.02 MANDATORY REPAYMENTS AND COMMITMENT REDUCTIONS. (a) If on any date
the sum of (i) the aggregate outstanding principal amount of Revolving Loans and
Swingline Loans (after giving effect to all other repayments thereof on such
date) and (ii) the Letter of Credit Outstandings on such date (after giving
effect to all other repayments thereof on such date) exceeds the Total Revolving
Loan Commitment as then in effect, the Borrower shall repay on such date the
principal of Swingline Loans, and if no Swingline Loans are or remain
outstanding, Revolving Loans in an aggregate amount equal to such excess. If,
after giving effect to the prepayment of all outstanding Swingline Loans and
Revolving Loans, the aggregate



                                      -31-
<PAGE>

amount of Letter of Credit Outstandings exceeds the Total Revolving Loan
Commitment as then in effect, the Borrower shall pay to the Administrative Agent
on such date an amount in cash and/or Cash Equivalents equal to such excess (up
to the aggregate amount of Letter of Credit Outstandings at such time) and the
Administrative Agent, for the benefit of the RL Lenders, shall hold such payment
as security for the obligations of the Borrower hereunder pursuant to a cash
collateral agreement to be entered into in form and substance satisfactory to
the Administrative Agent.

         (b) In addition to any other mandatory repayments pursuant to this
Section 4.02, on each date set forth below, the Borrower shall be required to
repay that principal amount of A Term Loans, to the extent then outstanding, as
is equal to the product of (I) the aggregate principal amount of all A Term
Loans outstanding on March 1, 2002 (before giving effect to any Initial A Term
Loans incurred on such date) and (II) the respective percentage set forth
opposite each such date below (each such repayment, as the same may be reduced
as provided in Sections 4.01(a) and 4.02(j), a "Tranche A Scheduled Repayment"):

<TABLE>
<CAPTION>
   TRANCHE A SCHEDULED REPAYMENT DATE               PERCENTAGE
<S>                                                   <C>
          March 1, 2002                               2.500%
          June 1, 2002                                2.500%
          September 1, 2002                           3.750%
          December 1, 2002                            3.750%
          March 1, 2003                               3.750%
          June 1, 2003                                3.750%
          September 1, 2003                           5.625%
          December 1, 2003                            5.625%
          March 1, 2004                               5.625%
          June 1, 2004                                5.625%
          September 1, 2004                           6.875%
          December 1, 2004                            6.875%
          March 1, 2005                               6.875%
          June 1, 2005                                6.875%
          September 1, 2005                           7.500%
          December 1, 2005                            7.500%
          March 1, 2006                               7.500%
          A Term Loan Maturity Date                   7.500%
</TABLE>

In addition to the foregoing, in the event that any Initial A Term Loans are
incurred on or after the first Tranche A Scheduled Repayment set forth in the
table above, each of such Initial A Term Loans shall thereafter amortize on each
Tranche A Scheduled Repayment Date occurring after the incurrence thereof on a
percentage basis determined based upon the relative percentages set forth above
for the remaining Tranche A Scheduled Repayments thereafter through and
including the A Term Loan Maturity Date.



                                      -32-
<PAGE>

         (c) In addition to any other mandatory repayments pursuant to this
Section 4.02, on each date set forth below, the Borrower shall be required to
repay that principal amount of B Term Loans, to the extent then outstanding, as
is equal to the product of (I) the aggregate principal amount of all B Term
Loans outstanding on March 1, 2002 and (II) the respective percentage set forth
opposite each such date below (each such repayment, as the same may be reduced
as provided in Sections 4.01(a) and 4.02(j), a "Tranche B Scheduled Repayment"):

<TABLE>
<CAPTION>
    TRANCHE B SCHEDULED REPAYMENT DATE              PERCENTAGE
<S>                                                   <C>
          March 1, 2002                               0.250%
          June 1, 2002                                0.250%
          September 1, 2002                           0.250%
          December 1, 2002                            0.250%
          March 1, 2003                               0.250%
          June 1, 2003                                0.250%
          September 1, 2003                           0.250%
          December 1, 2003                            0.250%
          March 1, 2004                               0.250%
          June 1, 2004                                0.250%
          September 1, 2004                           0.250%
          December 1, 2004                            0.250%
          March 1, 2005                               0.250%
          June 1, 2005                                0.250%
          September 1, 2005                           0.250%
          December 1, 2005                            0.250%
          March 1, 2006                               0.250%
          June 1, 2006                                0.250%
          September 1, 2006                           8.000%
          December 1, 2006                            8.000%
          March 1, 2007                               8.000%
          June 1, 2007                                8.000%
          September 1, 2007                           15.875%
          December 1, 2007                            15.875%
          March 1, 2008                               15.875%
          B Term Loan Maturity Date                   15.875%
</TABLE>

         (d) In addition to any other mandatory repayments pursuant to this
Section 4.02, (i) if on any date the aggregate outstanding principal amount of
Acquisition Revolving Loans (after giving effect to all other repayments thereof
on such date) exceeds the Total Acquisition Loan Commitment as in effect on such
date (determined, in the case of the Conversion Date, immediately prior to
giving effect to the termination of the Total Acquisition Loan Commitment on
such date), the Borrower shall repay on such date Acquisition Revolving Loans in
an aggregate amount equal to such excess, and (ii) on each date set forth below,
the Borrower shall be required to repay that principal amount of Acquisition
Term Loans, to the extent then outstanding, as is equal to the product of (I)
the aggregate principal amount of all



                                      -33-
<PAGE>

Acquisition Term Loans outstanding on the Conversion Date (after giving effect
to the termination of the Total Acquisition Loan Commitment on such date) and
(II) the respective percentage set forth opposite each such date below (each
such repayment, as the same may be reduced as provided in Sections 4.01(a) and
4.02(j), an "Acquisition Loan Scheduled Repayment":

<TABLE>
<CAPTION>
     ACQUISITION LOAN SCHEDULED REPAYMENT DATE            PERCENTAGE
<S>                                                         <C>
     June 1, 2004                                           11.11%
     September 1, 2004                                      11.11%
     December 1, 2004                                       11.11%
     March 1, 2005                                          11.11%
     June 1, 2005                                           11.11%
     September 1, 2005                                      11.11%
     December 1, 2005                                       11.11%
     March 1, 2006                                          11.11%
     Acquisition Loan Maturity Date                         11.12%
</TABLE>

         (e) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date on or after the Initial
Borrowing Date on which the Borrower or any of its Subsidiaries receives Net
Sale Proceeds from any Asset Sale, an amount equal to 100% of the Net Sale
Proceeds from such Asset Sale shall be applied as a mandatory repayment and/or
commitment reduction in accordance with the requirements of Sections 4.02(j) and
(k); PROVIDED that (i) during any fiscal year of the Borrower, up to $3,000,000
in aggregate Net Sale Proceeds received during such fiscal year may be retained
by the Borrower and its Subsidiaries without giving rise to a mandatory
repayment and/or commitment reduction pursuant to this Section 4.02(e) so long
as no Specified Default exists at the time such Net Sale Proceeds are received
and such Net Sale Proceeds shall be used to purchase assets used or to be used
in the businesses permitted pursuant to Section 9.01 (including, without
limitation (but only to the extent permitted by Section 9.02), the purchase of
the capital stock of a Person engaged in such businesses) within 360 days
following the date of receipt of such Net Sale Proceeds from such Asset Sale and
(ii) if all or any portion of such Net Sale Proceeds not required to be so
applied are not so used within such 360 day period, such remaining portion shall
be applied on the last day of such period (or such earlier date, if any, as the
Board of Directors of the Borrower or such Subsidiary, as the case may be,
determines not to reinvest the Net Sale Proceeds relating to such Asset Sale as
set forth above) as a mandatory repayment and/or commitment reduction in
accordance with the requirements of Sections 4.02(j) and (k).

         (f) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date on or after the Initial
Borrowing Date on which the Borrower or any of its Subsidiaries receives any
cash proceeds from any incurrence of Indebted-



                                      -34-
<PAGE>

ness (other than Indebtedness permitted to be incurred pursuant to Section 9.04
as in effect on the Effective Date) by the Borrower or any of its Subsidiaries,
an amount equal to 100% of the cash proceeds (net of all underwriting discounts,
fees and commissions and other costs and expenses associated therewith) of the
respective incurrence of Indebtedness shall be applied as a mandatory repayment
and/or commitment reduction in accordance with the requirements of Sections
4.02(j) and (k).

         (g) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date on or after the Initial
Borrowing Date on which the Borrower or any of its Subsidiaries receives any
cash proceeds from any sale or issuance of preferred or common equity (including
from the sale or issuance of options, warrants or rights to purchase any such
equity) of (or cash capital contributions to) the Borrower or any of its
Subsidiaries (other than proceeds received from (i) the Equity Financing, (ii)
equity contributions to any Subsidiary of the Borrower made by the Borrower or
any Subsidiary of the Borrower, (iii) the sale or issuance by the Borrower of
shares of its common stock or Qualified Preferred Stock (including as a result
of the exercise of any options or warrants with regard thereto), or options or
warrants to purchase shares of its common stock or Qualified Preferred Stock, to
any employee, officer or director of the Borrower or any of its Subsidiaries in
an aggregate amount not to exceed $1,000,000 in any fiscal year of the Borrower
(exclusive of interest payments made on any Employee Carry Loans during such
fiscal year), (iv) private equity issuances to, and/or private capital
contributions from, Odyssey and its Affiliates, management shareholders of the
Borrower and other shareholders of the Borrower (or from Persons who, as a
result of any such private investment, shall become shareholders of the
Borrower), the proceeds of which (in the case of this clause (iv)) are used to
fund all or a portion of the purchase price for a Permitted Acquisition, and (v)
equity issuances made within 120 days after the Initial Borrowing Date to
Odyssey's or its Affiliate's limited partners and co-investors to the extent not
giving rise to an Event of Default under Section 10.10), an amount equal to 100%
of such cash proceeds (net of all underwriting discounts, fees and commissions
and other costs and expenses associated therewith) of the respective equity
issuance or capital contribution shall be applied as a mandatory repayment
and/or commitment reduction in accordance with the requirements of Sections
4.02(j) and (k); PROVIDED, HOWEVER, if at the time of such equity issuance or
capital contribution no Specified Default then exists and the Total Leverage
Ratio at such time (determined before giving effect to any payment required on
such date pursuant to this Section 4.02(g)) is less than 4.25:1:00, then only
65% of such net cash proceeds shall be applied as a mandatory repayment and/or
commitment reduction in accordance with the requirements of Sections 4.02(j) and
(k).

         (h) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, within 10 days following each date on
or after the Initial Borrowing Date on which the Borrower or any of its
Subsidiaries receives any cash proceeds from any Recovery Event (other than cash
proceeds from Recovery Events in an amount less than $100,000 per Recovery
Event), an amount equal to 100% of the cash proceeds from such Recovery Event
(net of reasonable costs including, without limitation, legal costs and
expenses, and taxes incurred in connection with such Recovery Event) shall be
applied as a mandatory repayment in accordance with the requirements of Sections
4.02(j) and (k); PROVIDED that (x) so



                                      -35-
<PAGE>

long as no Specified Default then exists and such proceeds do not exceed
$2,500,000, such proceeds shall not be required to be so applied on such date to
the extent that an Authorized Officer of the Borrower has delivered a
certificate to the Administrative Agent on or prior to such date stating that
such proceeds shall be used or shall be committed to be used to replace or
restore any properties or assets in respect of which such proceeds were paid
within one year following the date of such Recovery Event (which certificate
shall set forth the estimates of the proceeds to be so expended) and (y) so long
as no Specified Default then exists and if (i) the amount of such proceeds
exceeds $2,500,000, (ii) the amount of such proceeds, together with other cash
available to the Borrower and its Subsidiaries and permitted to be spent by them
on Capital Expenditures during the relevant period pursuant to Sections 9.08(a)
and (b), equals at least 100% of the cost of replacement or restoration of the
properties or assets in respect of which such proceeds were paid as determined
by the Borrower and as supported by such estimates or bids from contractors or
subcontractors or such other supporting information as the Administrative Agent
may reasonably request, (iii) an Authorized Officer of the Borrower has
delivered to the Administrative Agent a certificate on or prior to the date the
application would otherwise be required pursuant to this Section 4.02(h) in the
form described in clause (x) above and also certifying its determination as
required by preceding clause (ii) and certifying the sufficiency of business
interruption insurance and other funds from operations as required by succeeding
clause (iv), and (iv) an Authorized Officer of the Borrower has delivered to the
Administrative Agent such evidence as the Administrative Agent may reasonably
request in form and substance reasonably satisfactory to the Administrative
Agent establishing that the Borrower has sufficient business interruption
insurance and that the Borrower will receive payment thereunder, as well as will
have sufficient cash flow from operations, in such amounts and at such times as
are necessary to satisfy all obligations and expenses of the Borrower
(including, without limitation, all debt service requirements, including
pursuant to this Agreement), without any delay or extension thereof, for the
period from the date of the respective casualty, condemnation or other event
giving rise to the Recovery Event and continuing through the completion of the
replacement or restoration of respective properties or assets, then the entire
amount of the proceeds of such Recovery Event and not just the portion in excess
of $2,500,000 shall be deposited with the Administrative Agent pursuant to a
cash collateral arrangement reasonably satisfactory to the Administrative Agent
whereby such proceeds shall be disbursed to the Borrower from time to time as
needed to pay actual costs incurred by it or its applicable Subsidiary in
connection with the replacement or restoration of the respective properties or
assets (pursuant to such certification requirements as may be established by the
Administrative Agent), PROVIDED further, that at any time while an Event of
Default has occurred and is continuing, the Required Lenders may direct the
Administrative Agent (in which case the Administrative Agent shall, and is
hereby authorized by the Borrower to, follow said directions) to apply any or
all proceeds then on deposit in such collateral account to the repayment of
Obligations hereunder, and PROVIDED FURTHER, that if all or any portion of such
proceeds not required to be applied as a mandatory repayment and/or commitment
reduction pursuant to the second preceding proviso (whether pursuant to clause
(x) or (y) thereof) are either (A) not so used or committed to be so used within
one year after the date of the respective Recovery Event or (B) if committed to
be used within one year after the date of receipt of such net proceeds and not
so used within 18 months after the date of respective Recovery Event then, in
either such case, such remaining portion not used or committed to be used in the




                                      -36-
<PAGE>

case of preceding clause (A) and not used in the case of preceding clause (B)
shall be applied on the date which is the first anniversary of the date of the
respective Recovery Event in the case of clause (A) above or the date occurring
18 months after the date of the respective Recovery Event in the case of clause
(B) above (or, in either case, such earlier date, if any, as the Board of
Directors of the Borrower or such Subsidiary, as the case may be, determines not
to reinvest the net proceeds relating to such Recovery Event as set forth above)
as a mandatory repayment and/or commitment reduction in accordance with the
requirements of Sections 4.02(j) and (k).

         (i) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each Excess Cash Flow Payment Date,
an amount equal to 50% of the Excess Cash Flow for the relevant Excess Cash Flow
Payment Period shall be applied as a mandatory repayment and/or commitment
reduction in accordance with the requirements of Sections 4.02(j) and (k);
PROVIDED, HOWEVER, that if the Total Leverage Ratio on the respective Excess
Cash Flow Payment Date (determined before giving effect to any payment required
on such date pursuant to this Section 4.02(i)) is 5.25:1.00 or greater, such
percentage of the Excess Cash Flow required to be applied on such date pursuant
to this Section 4.02(i) shall be increased to 75%.

         (j) Each amount required to be applied pursuant to Sections 4.02(e)
through (i), inclusive, in accordance with the requirements of this Section
4.02(j), shall be applied (i) first, as a mandatory repayment of outstanding
Term Loans on a PRO RATA basis, with the A Term Loans to be allocated the A Term
Loan Percentage of the amount of such repayment, the B Term Loans to be
allocated the B Term Loan Percentage of the amount of such repayment, and the
Acquisition Term Loans to be allocated the Acquisition Term Loan Percentage of
the amount of such repayment, (ii) second, to the extent in excess of the
amounts required to be applied pursuant to the preceding clause (i), to
permanently reduce the Total Acquisition Loan Commitment, (iii) third, to the
extent in excess of the amounts required to be applied pursuant to the preceding
clauses (i) and (ii), to permanently reduce the Total Initial A Term Loan
Commitment, and (iv) fourth, to the extent in excess of the amounts required to
be applied pursuant to the preceding clauses (i), (ii) and (iii), to permanently
reduce the Total Revolving Loan Commitment. The amount of each principal
repayment of each Tranche of outstanding Term Loans made as required by this
Section 4.02(j) shall be applied to reduce the then remaining Scheduled
Repayments of such Tranche of Term Loans on a PRO RATA basis (based upon the
then remaining unpaid principal amounts of such Scheduled Repayments of the
respective Tranche of Term Loans after giving effect to all prior reductions
thereto).

         (k) With respect to each repayment of Loans required by this Section
4.02, the Borrower may designate the Types of Loans of the respective Tranche
which are to be repaid and, in the case of Eurodollar Loans, the specific
Borrowing or Borrowings of the respective Tranche pursuant to which made,
PROVIDED that: (i) repayments of Eurodollar Loans pursuant to this Section 4.02
may only be made on the last day of an Interest Period applicable thereto unless
all Eurodollar Loans of the respective Tranche with Interest Periods ending on
such date of required repayment and all Base Rate Loans of the respective
Tranche have been paid in full; (ii) if any repayment of Eurodollar Loans made
pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans
made pursuant to such Borrowing to an amount less than the



                                      -37-
<PAGE>

Minimum Borrowing Amount applicable thereto, such Borrowing shall be converted
at the end of the then current Interest Period into a Borrowing of Base Rate
Loans; and (iii) each repayment of any Tranche of Loans made pursuant to a
Borrowing shall be applied PRO RATA among such Tranche of Loans. In the absence
of a designation by the Borrower as described in the preceding sentence, the
Administrative Agent shall, subject to the above, make such designation in its
sole discretion with a view, but no obligation, to minimize breakage costs owing
under Section 1.11.

         (l) Notwithstanding anything to the contrary contained elsewhere in
this Agreement, (i) all then outstanding Loans shall be repaid in full on the
respective Maturity Date for such Loans and (ii) unless the Required Lenders
otherwise agree, all outstanding Loans shall be repaid in full upon the
occurrence of a Change of Control.

         (m) Notwithstanding anything to the contrary contained in Section
4.01(a) or above in this Section 4.02, at any time and to the extent that (x) A
Term Loans and/or (y) Acquisition Term Loans remain outstanding, with respect to
any mandatory repayments of B Term Loans (excluding Tranche B Scheduled
Repayments and repayments pursuant to Section 4.02(l)) otherwise required above
pursuant to this Section 4.02, and with respect to that portion of any voluntary
prepayment of Term Loans pursuant to Section 4.01(a) which, in accordance with
the provisions of clause (iv) thereof is required to be applied to B Term Loans,
if on or prior to the date the respective mandatory repayment is otherwise
required to be made pursuant to this Section 4.02 or on or prior to the date of
the respective voluntary prepayment pursuant to Section 4.01(a), the Borrower
has given the Administrative Agent written notification that the Borrower has
elected to give each Lender with a B Term Loan the right to waive such Lender's
right to receive such repayment or prepayment (the "Waivable Repayment"), the
Administrative Agent shall notify such Lenders of such receipt and the amount of
the repayment or prepayment to be applied to each such Lender's B Term Loans. In
the event any such Lender with a B Term Loan desires to waive such Lender's
right to receive any such Waivable Repayment in whole or in part, such Lender
shall so advise the Administrative Agent no later than 5:00 P.M. (New York time)
three Business Days after the date of such notice from the Administrative Agent
which notice shall also include the amount such Lender desires to receive. If
any such Lender does not reply to the Administrative Agent within such three
Business Day period, it will be deemed acceptance of the total payment. If any
such Lender does not specify an amount it wishes to receive, it will be deemed
acceptance of 100% of the total payment. In the event that any such Lender
waives such Lender's right to any such Waivable Repayment, the Administrative
Agent shall apply 100% of the amount so waived by such Lenders (x) to prepay the
A Term Loans and Acquisition Term Loans (i) in the case of a prepayment pursuant
to Section 4.01(a), PRO RATA in accordance with Section 4.01(a) (determined as
if no B Term Loans are outstanding) or (ii) in the case of a repayment pursuant
to Section 4.02, PRO RATA in accordance with Section 4.02(j) (determined as if
no B Term Loans are outstanding). If the Borrower elects to give the notice
described above in this Section 4.02(m) with respect to any voluntary prepayment
or mandatory repayment, the amount of the respective Waivable Repayment shall be
deposited with the Administrative Agent on the date the voluntary prepayment is
otherwise made pursuant to Section 4.01(a) or the date the mandatory repayment
would otherwise be required pursuant to the relevant provisions of this Section
4.02, as the case may be (and held by the Administrative Agent as cash
collateral for the B Term Loans and, but only to the extent Lenders with B Term




                                      -38-
<PAGE>

Loans waive their right to receive their share of the Waivable Repayment, for
the A Term Loans and Acquisition Term Loans in a cash collateral account which
shall permit the investment thereof in Cash Equivalents reasonably satisfactory
to the Administrative Agent until the proceeds are applied to the applicable
Loans) and the respective repayment shall not be required to be made until the
fifth Business Day occurring after the date the respective repayment would
otherwise have been required to be made. Notwithstanding anything to the
contrary contained above in this Section 4.02(m), (i) if one or more Lenders
waives its right to receive all or any part of any Waivable Repayment, but less
than all the Lenders holding B Term Loans waive in full their right to receive
100% of the total payment otherwise required with respect to the Tranche B Term
Loans, then of the amount actually applied to the repayment of B Term Loans of
Lenders which have waived in part, but not in full, their right to receive 100%
of such repayment, such amount shall be applied to each then outstanding
Borrowing of B Term Loans on a PRO RATA basis (so that each Lender holding B
Term Loans shall, after giving effect to the application of the respective
repayment, maintain the same percentage (as determined for such Lender, but not
the same percentage as the other Lenders hold and not the same percentage held
by such Lender prior to repayment) of each Borrowing of B Term Loans which
remains outstanding after giving effect to such application) and (ii) the
Borrower's option pursuant to this Section 4.02(m) with respect to any repayment
shall only be applicable so long as, and to the extent that, any A Term Loans or
Acquisition Term Loans are outstanding.

         4.03 METHOD AND PLACE OF PAYMENT. Except as otherwise specifically
provided herein, all payments under this Agreement or under any Note shall be
made to the Administrative Agent for the ratable account of the Lender or
Lenders entitled thereto not later than 12:00 Noon (New York time) on the date
when due and shall be made in immediately available funds and in U.S. Dollars at
the Payment Office. Any payments under this Agreement or under any Note which
are made later than 12:00 Noon (New York time) shall be deemed to have been made
on the next succeeding Business Day. Whenever any payment to be made hereunder
or under any Note shall be stated to be due on a day which is not a Business
Day, the due date thereof shall be extended to the next succeeding Business Day
and, with respect to payments of principal, interest shall be payable during
such extension at the applicable rate in effect immediately prior to such
extension.

         4.04 NET PAYMENTS. (a) All payments made by the Borrower hereunder or
under any Note will be made without setoff, counterclaim or other defense.
Except as provided in Section 4.04(b), all such payments will be made free and
clear of, and without deduction or withholding for, any present or future taxes,
levies, imposts, duties, fees, assessments or other charges of whatever nature
now or hereafter imposed by any jurisdiction or by any political subdivision or
taxing authority thereof or therein with respect to such payments (but
excluding, except as provided in the second succeeding sentence, any tax imposed
on or measured by the net income or net profits of a Lender pursuant to the laws
of the jurisdiction in which it is organized or the jurisdiction in which the
principal office or applicable lending office of such Lender is located or any
subdivision thereof or therein) and all interest, penalties or similar
liabilities with respect to such non excluded taxes, levies, imposts, duties,
fees, assessments or other charges (all such nonexcluded taxes, levies, imposts,
duties, fees, assessments or other charges being referred to collectively as
"Taxes"). If any Taxes are so levied or imposed, the Borrower agrees, subject to




                                      -39-
<PAGE>

Section 1.14, to pay the full amount of such Taxes, and such additional amounts
as may be necessary so that every payment of all amounts due under this
Agreement or under any Note, after withholding or deduction for or on account of
any Taxes, will not be less than the amount provided for herein or in such Note.
If any amounts are payable in respect of Taxes pursuant to the preceding
sentence, the Borrower agrees, subject to Section 1.14, to reimburse each
Lender, upon the written request of such Lender, for taxes imposed on or
measured by the net income or net profits of such Lender pursuant to the laws of
the jurisdiction in which such Lender is organized or in which the principal
office or applicable lending office of such Lender is located or under the laws
of any political subdivision or taxing authority of any such jurisdiction in
which such Lender is organized or in which the principal office or applicable
lending office of such Lender is located and for any withholding of taxes as
such Lender shall determine are payable by, or withheld from, such Lender in
respect of such amounts so paid to or on behalf of such Lender pursuant to the
preceding sentence and in respect of any amounts paid to or on behalf of such
Lender pursuant to this sentence. The Borrower will furnish to the
Administrative Agent within 45 days after the date the payment of any Taxes is
due pursuant to applicable law certified copies of tax receipts evidencing such
payment by the Borrower. The Borrower agrees to indemnify and hold harmless each
Lender, and reimburse such Lender upon its written request, for the amount of
any Taxes so levied or imposed and paid by such Lender.

         (b) Each Lender that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes
agrees to deliver to the Borrower and the Administrative Agent on or prior to
the Effective Date, or in the case of a Lender that is an assignee or transferee
of an interest under this Agreement pursuant to Section 1.13 or 13.04(b) (unless
the respective Lender was already a Lender hereunder immediately prior to such
assignment or transfer), on the date of such assignment or transfer to such
Lender, (i) two accurate and complete original signed copies of Internal Revenue
Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under
an income tax treaty) (or successor forms) certifying to such Lender's
entitlement as of such date to a complete exemption from United States
withholding tax with respect to payments to be made under this Agreement and
under any Note, or (ii) if the Lender is not a "bank" within the meaning of
Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue
Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under
an income tax treaty) (or successor forms) pursuant to clause (i) above, (x) a
certificate substantially in the form of Exhibit E (any such certificate, a
"Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original
signed copies of Internal Revenue Service Form W-8BEN (or successor form) (with
respect to the portfolio interest exemption) certifying to such Lender's
entitlement as of such date to a complete exemption from United States
withholding tax with respect to payments of interest to be made under this
Agreement and under any Note. In addition, each Lender agrees that from time to
time after the Effective Date, when a lapse in time or change in circumstances
renders the previous certification obsolete or inaccurate in any material
respect, such Lender will deliver to the Borrower and the Administrative Agent
two new accurate and complete original signed copies of Internal Revenue Service
Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax
treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a
Section 4.04(b)(ii) Certificate, as the case may be, and such other forms as may
be required in order to confirm or establish the entitlement of such Lender to a
continued exemption from or



                                      -40-
<PAGE>

reduction in United States withholding tax with respect to payments under this
Agreement and any Note, or it shall immediately notify the Borrower and the
Administrative Agent of its inability to deliver any such Form or Certificate,
in which case such Lender shall not be required to deliver any such Form or
Certificate pursuant to this Section 4.04(b). Notwithstanding anything to the
contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the
immediately succeeding sentence, (x) the Borrower shall be entitled, to the
extent it is required to do so by law, to deduct or withhold income or similar
taxes imposed by the United States (or any political subdivision or taxing
authority thereof or therein) from interest, Fees or other amounts payable
hereunder for the account of any Lender which is not a United States person (as
such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income
tax purposes to the extent that such Lender has not provided to the Borrower
U.S. Internal Revenue Service Forms that establish a complete exemption from
such deduction or withholding and (y) the Borrower shall not be obligated
pursuant to Section 4.04(a) hereof to gross-up payments to be made to a Lender
in respect of income or similar taxes imposed by the United States (or any
political subdivision or taxing authority thereof or therein) if (I) such Lender
has not provided to the Borrower the Internal Revenue Service Forms required to
be provided to the Borrower pursuant to this Section 4.04(b) or (II) in the case
of a payment, other than interest, to a Lender described in clause (ii) above,
to the extent that such Forms do not establish a complete exemption from
withholding of such taxes. Notwithstanding anything to the contrary contained in
the preceding sentence or elsewhere in this Section 4.04 and except as set forth
in Section 13.04(b), the Borrower agrees to pay any additional amounts and to
indemnify each Lender in the manner set forth in Section 4.04(a) (without regard
to the identity of the jurisdiction requiring the deduction or withholding) in
respect of any Taxes deducted or withheld by it as described in the immediately
preceding sentence as a result of any changes that are effective after the
Effective Date in any applicable law, treaty, governmental rule, regulation,
guideline or order, or in the interpretation thereof, relating to the deducting
or withholding of such Taxes (or, if later, the date such Lender became party to
this Agreement).

         SECTION 5A. CONDITIONS PRECEDENT TO THE INITIAL BORROWING DATE. The
obligation of each Lender to make each Loan to the Borrower hereunder, and the
obligation of the Letter of Credit Issuer to issue each Letter of Credit
hereunder, in either case on the Initial Borrowing Date is subject, at the time
of the making of such Loans or the issuance of such Letters of Credit to the
satisfaction of the following conditions:

         5A.01 EXECUTION OF AGREEMENT; NOTES. On or prior to the Initial
Borrowing Date, (i) the Effective Date shall have occurred and (ii) there shall
have been delivered to the Administrative Agent for the account of each Lender
that has requested same the appropriate A Term Note, B Term Note, Acquisition
Note and/or Revolving Note and to BTCo, to the extent that BTCo has requested
same, the Swingline Note, in each case executed by the Borrower and in the
amount, maturity and as otherwise provided herein.

         5A.02 OFFICER'S CERTIFICATE. On the Initial Borrowing Date, the
Administrative Agent shall have received a certificate dated such date signed by
an Authorized Officer of the Borrower stating that all of the applicable
conditions set forth in Sections 5A.05 through 5A.10, inclusive, and Section
6.01 have been satisfied on such date.



                                      -41-
<PAGE>

         5A.03 OPINIONS OF COUNSEL. On the Initial Borrowing Date, the
Administrative Agent shall have received (i) an opinion, addressed to the
Administrative Agent, the Collateral Agent and each of the Lenders and dated the
Initial Borrowing Date, from Latham & Watkins, special counsel to the Credit
Parties, which opinion shall cover the matters contained in Exhibit F-1 and such
other matters incident to the transactions contemplated herein as the Agents may
reasonably request, and (ii) an opinion, addressed to the Administrative Agent,
the Collateral Agent and each of the Lenders dated the Initial Borrowing Date,
from Thompson Hine & Flory LLP, special counsel to the Credit Parties, which
opinion shall cover the matters contained in Exhibit F-2 and such other matters
incident to the transactions contemplated herein as the Agents may reasonably
request.

         5A.04 CORPORATE DOCUMENTS; PROCEEDINGS. (a) On the Initial Borrowing
Date, the Administrative Agent shall have received from each Credit Party a
certificate, dated the Initial Borrowing Date, signed by the chairman, a
vice-chairman, the president or any vice-president of such Credit Party, and
attested to by the secretary or any assistant secretary of such Credit Party, in
the form of Exhibit G with appropriate insertions, together with copies of the
certificate of incorporation and by-laws of such Credit Party (or equivalent
organizational documents) and the resolutions of such Credit Party referred to
in such certificate and all of the foregoing (including each such certificate of
incorporation and by-laws (or equivalent organizational documents)) shall be
reasonably satisfactory to the Agents.

         (b) On the Initial Borrowing Date, all corporate, partnership, limited
liability company and legal proceedings and all instruments and agreements in
connection with the transactions contemplated by this Agreement and the other
Transaction Documents shall be reasonably satisfactory in form and substance to
the Agents, and the Administrative Agent shall have received all information and
copies of all certificates, documents and papers, including good standing
certificates, bring-down certificates and any other records of corporate
proceedings and governmental approvals, if any, which the Agents reasonably may
have requested in connection therewith, such documents and papers, where
appropriate, to be certified by proper corporate or governmental authorities.

         (c) On the Initial Borrowing Date and after giving effect to the
Transaction, the corporate and capital structure (including, without limitation,
the terms of any capital stock, options, warrants or other securities issued by
the Borrower or any of its Subsidiaries) of the Borrower and each of its
Subsidiaries shall be in form and substance reasonably satisfactory to the
Agents.

         5A.05 ADVERSE CHANGE, ETC. On or prior to the Initial Borrowing Date,
nothing shall have occurred since December 31, 1999 (and neither the Lenders nor
the Agents shall have become aware of any facts or conditions not previously
known) which the Required Lenders or the Agents shall determine has had, or
could reasonably be expected to have, (i) a Material Adverse Effect or (ii) a
material adverse effect on the Transaction.

         5A.06 LITIGATION. On the Initial Borrowing Date, there shall be no
actions, suits, proceedings or investigations pending or threatened which the
Agents or the Required Lenders



                                      -42-
<PAGE>

shall determine could reasonably be expected to (i) have a Material Adverse
Effect or (ii) have a material adverse effect on the Transaction; it being
understood that, for the purpose of this Section 5A.06, the settlement of, or
entry or payment of a judgment for, the EFCO Litigation in an aggregate amount
not to exceed $15,000,000 (exclusive of post-judgment interest) will not, in and
of itself, have a Material Adverse Effect or a material adverse effect on the
Transaction.

         5A.07 APPROVALS. On or prior to the Initial Borrowing Date, (i) all
necessary governmental (domestic and foreign), regulatory and material third
party approvals and/or consents in connection with the Credit Documents, the
other Transaction Documents, the Transaction and otherwise referred to herein or
therein shall have been obtained and remain in full force and effect and (ii)
all applicable waiting periods shall have expired without any action being taken
by any competent authority which restrains, prevents or imposes materially
adverse conditions upon the consummation of the Transaction, the making of the
Loans, the issuance of Letters of Credit and the transactions contemplated by
the Transaction Documents or otherwise referred to herein or therein.
Additionally, there shall not exist any judgment, order, injunction or other
restraint issued or filed or a hearing seeking injunctive relief or other
restraint pending or notified prohibiting or imposing materially adverse
conditions upon, or materially delaying, or making economically unfeasible, the
consummation of the Transaction or the making of the Loans, the issuance of
Letters of Credit or the transactions contemplated by the Transaction Documents.

         5A.08 CONSUMMATION OF THE RECAPITALIZATION. (a) On or prior to the
Initial Borrowing Date, there shall have been delivered to the Administrative
Agent true and correct copies of the Recapitalization Documents, with those
Recapitalization Documents which were executed on January 19, 2000 to be in the
form so executed with any changes thereto or waivers of the terms therein to be
reasonably satisfactory to the Agents and the Required Lenders, and with all
other Recapitalization Documents to be in form and substance reasonably
satisfactory to the Agents and the Required Lenders. All conditions precedent to
the consummation of the Recapitalization as set forth in the Recapitalization
Documents shall have been satisfied, and not waived unless consented to by the
Agents and the Required Lenders (which consent shall not be unreasonably
withheld or delayed), to the reasonable satisfaction of the Agents and the
Required Lenders. The Recapitalization shall have been consummated in all
material respects in accordance with the terms and conditions of the
Recapitalization Documents and all applicable laws.

         (b) John A. Ciccarelli shall continue to be the chief executive officer
of the Borrower pursuant to employment arrangements reasonably satisfactory to
the Agents.

         5A.09 REFINANCING; ETC. (a) On the Initial Borrowing Date, the
commitments (if any) under the Indebtedness to be Refinanced shall have been
terminated, all loans outstanding thereunder shall have been repaid in full,
together with all accrued and unpaid interest thereon, all accrued and unpaid
fees thereon shall have been paid in full, all letters of credit issued
thereunder shall have been terminated and all other amounts owing pursuant to
the Indebtedness to be Refinanced shall have been repaid in full.



                                      -43-
<PAGE>

         (b) On the Initial Borrowing Date, all security interests in respect
of, and Liens securing, obligations under the Indebtedness to be Refinanced
shall have been terminated and released to the satisfaction of the Agents, and
the Administrative Agent shall have received all such releases as may have been
requested by the Agents, which releases shall be in form and substance
reasonably satisfactory to the Agents. Without limiting the foregoing, there
shall have been delivered (i) proper termination statements (Form UCC-3 or the
appropriate equivalent) for filing under the UCC of each jurisdiction where a
financing statement Form UCC-1 or equivalent was filed with respect to the
Borrower or any of its Subsidiaries in connection with the security interests
created pursuant to the Indebtedness to be Refinanced and the documentation
related thereto, (ii) termination or reassignment of any security interest in,
or Lien on, any patents, trademarks, copyrights or similar interests of the
Borrower or any of its Subsidiaries on which filings have been made to secure
obligations under the Indebtedness to be Refinanced and (iii) terminations of
all mortgages, leasehold mortgages and deeds of trusts created with respect to
property of the Borrower or any of its Subsidiaries to secure the obligations
under the Indebtedness to be Refinanced, all of which shall be in form and
substance reasonably satisfactory to the Agents.

         (c) On or prior to the Initial Borrowing Date, the Dayton Trust shall
have been dissolved (and all Trust Preferred Stock shall have been cancelled)
and any Subordinated Debentures that remain outstanding after giving effect to
the Transaction shall have been distributed directly to the holders of the Trust
Preferred Stock in accordance with the terms of the Subordinated Debenture
Indenture and the Trust Agreement.

         5A.10 CONSUMMATION OF THE EQUITY FINANCING; SENIOR SUBORDINATED NOTES
ISSUANCE; ETC. (a) On the Initial Borrowing Date, (i) the Borrower shall have
received gross cash proceeds of at least $100,000,000 in connection with the
Equity Financing (less that amount consisting of roll-over equity as provided in
clause (ii) below), (ii) certain existing shareholders of the Borrower shall
have rolled-over and retained their equity (including options) in the Borrower
with an aggregate value of no more than $6,240,000 (it being understood that the
sum of the amounts referred to in preceding clause (i) and in this clause (ii)
shall be at least $100,000,000) and (iii) the Borrower shall have used the
entire amount of such gross cash proceeds to make payments owing in connection
with the Transaction prior to utilizing any proceeds of Loans for such purpose.
The terms and conditions of the Equity Financing Documents shall not provide for
any mandatory repayments, redemptions, repurchases, sinking fund payments or
dividends that are not permitted under the terms of this Agreement (unless the
Total Commitment has been terminated, all Loans have been repaid in full, all
Letters of Credit have been terminated and all other Obligations have been paid
in full), and all conditions precedent to the consummation of the Equity
Financing as set forth in the Equity Financing Documents shall have been
satisfied (and not waived, unless consented to by the Agents and the Required
Lenders (which consent shall not be unreasonably withheld or delayed)), to the
reasonable satisfaction of the Agents and the Required Lenders. The Equity
Financing shall have been consummated in all material respects in accordance
with the terms and conditions of the Equity Financing Documents and all
applicable laws.



                                      -44-
<PAGE>

         (b) On the Initial Borrowing Date, (i) the Borrower shall have received
gross cash proceeds of $165,645,280 from the issuance by it of the Senior
Subordinated Notes and (ii) the Borrower shall have used the entire amount of
such cash proceeds to make payments owing in connection with the Transaction
prior to utilizing any proceeds of Loans for such purpose. All of the terms and
conditions of the Senior Subordinated Note Documents shall be reasonably
satisfactory to the Agents and the Required Lenders, and all conditions
precedent to the issuance of the Senior Subordinated Notes as set forth in the
Senior Subordinated Note Documents shall have been satisfied (and not waived,
unless consented to by the Agents and the Required Lenders (which consent shall
not be unreasonably withheld or delayed)), to the reasonable satisfaction of the
Agents and the Required Lenders. The issuance of the Senior Subordinated Notes
shall have been consummated in all material respects in accordance with the
terms and conditions of the Senior Subordinated Note Documents and all
applicable laws.

         5A.11 PLEDGE AGREEMENT; SECURITY AGREEMENT; ETC. (a) On the Initial
Borrowing Date, each Credit Party shall have duly authorized, executed and
delivered the Pledge Agreement in the form of Exhibit H (as amended, modified or
supplemented from time to time in accordance with the terms thereof and hereof,
the "Pledge Agreement") and shall have delivered to the Collateral Agent, as
pledgee thereunder, all of the Securities referred to (and as defined) therein,
endorsed in blank in the case of promissory notes or accompanied by executed and
undated stock powers in the case of capital stock, along with evidence that all
other actions necessary or, in the reasonable opinion of the Collateral Agent,
desirable, to perfect the security interests purported to be created by the
Pledge Agreement have been taken and the Pledge Agreement shall be in full force
and effect.

         (b) On the Initial Borrowing Date, each Credit Party shall have duly
authorized, executed and delivered the Security Agreement in the form of Exhibit
I (as amended, modified or supplemented from time to time in accordance with the
terms thereof and hereof, the "Security Agreement") covering all of the Security
Agreement Collateral of such Credit Party, together with:

                  (i) executed copies of Financing Statements (Form UCC-1) or
         appropriate local equivalent in appropriate form for filing under the
         UCC or appropriate local equivalent of each jurisdiction as may be
         necessary or, in the reasonable opinion of the Collateral Agent,
         desirable, to perfect the security interests purported to be created by
         the Security Agreement;

                  (ii) certified copies of Requests for Information or Copies
         (Form UCC-11), or equivalent reports, each of a recent date listing all
         effective financing statements that name the Borrower or any of its
         Subsidiaries as debtor and that are filed in the jurisdictions referred
         to in clause (i) above, together with copies of such financing
         statements that name the Borrower or any of its Subsidiaries as debtor
         (none of which shall cover the Collateral except (x) those with respect
         to which appropriate termination statements executed by the secured
         lender thereunder have been delivered to the Administrative Agent or
         (y) to the extent evidencing Permitted Liens);



                                      -45-
<PAGE>

                  (iii) evidence of the completion of all other recordings and
         filings of, or with respect to, the Security Agreement as may be
         necessary or, in the reasonable opinion of the Collateral Agent,
         desirable, to perfect the security interests purported to be created by
         the Security Agreement; and

                  (iv) evidence that all other actions necessary or, in the
         reasonable opinion of the Collateral Agent, desirable, to perfect the
         security interests purported to be created by the Security Agreement
         have been taken;

and the Security Agreement shall be in full force and effect.

         5A.12 SUBSIDIARIES GUARANTY. On the Initial Borrowing Date, each
Subsidiary Guarantor shall have duly authorized, executed and delivered the
Subsidiaries Guaranty in the form of Exhibit J (as amended, modified or
supplemented from time to time in accordance with the terms thereof and hereof,
the "Subsidiaries Guaranty"), and the Subsidiaries Guaranty shall be in full
force and effect.

         5A.13 EMPLOYEE BENEFIT PLANS; SHAREHOLDERS' AGREEMENTS; MANAGEMENT
AGREEMENTS; EMPLOYMENT AGREEMENTS; COLLECTIVE BARGAINING AGREEMENTS; EXISTING
INDEBTEDNESS AGREEMENTS; TAX ALLOCATION AGREEMENTS. On or prior to the Initial
Borrowing Date, there shall have been delivered to the Administrative Agent upon
the Administrative Agent's request, true and correct copies, certified as true
and complete by an Authorized Officer of the Borrower of:

                  (i) all Plans and Multiemployer Plans (and for each Plan or
         Multiemployer Plan that is required to file an annual report on
         Internal Revenue Service Form 5500, a copy of the most recent such
         report (including, to the extent required, the related financial and
         actuarial statements and opinions and other supporting statements,
         certifications, schedules and information), and for each Plan that is a
         "single-employer plan," as defined in Section 4001(a)(15) of ERISA, the
         most recently prepared actuarial valuation therefor) and any other
         "employee benefit plans," as defined in Section 3(3) of ERISA, and any
         other material agreements, plans or arrangements, with or for the
         benefit of current or former employees of the Borrower or any of its
         Subsidiaries or any ERISA Affiliate (provided that the foregoing shall
         apply in the case of any Multiemployer Plan only to the extent that any
         document described therein is in the possession of the Borrower or any
         Subsidiary of the Borrower or any ERISA Affiliate or reasonably
         available thereto from the sponsor or trustee of any such plan)
         (collectively, the "Employee Benefit Plans");

                  (ii) all agreements (including, without limitation,
         shareholders' agreements, stockholders' agreements, subscription
         agreements and registration rights agreements) entered into by the
         Borrower or any of its Subsidiaries governing the terms and relative
         rights of its capital stock and any agreements entered into by
         shareholders relating to any such entity with respect to its capital
         stock, in each case, that are to remain in effect after giving effect
         to the consummation of the Transaction (collectively, the
         "Shareholders' Agreements");



                                      -46-
<PAGE>

                  (iii) all material agreements with members of, or with respect
         to, the management of the Borrower or any of its Subsidiaries (other
         than Employment Agreements) that are to remain in effect after giving
         effect to the consummation of the Transaction (collectively, the
         "Management Agreements");

                  (iv) all material employment agreements entered into by the
         Borrower or any of its Subsidiaries (collectively, the "Employment
         Agreements");

                  (v) all collective bargaining agreements applying or relating
         to any employee of the Borrower or any of its Subsidiaries that are to
         remain in effect after giving effect to the consummation of the
         Transaction (collectively, the "Collective Bargaining Agreements");

                  (vi) all agreements evidencing or relating to Existing
         Indebtedness of the Borrower that are to remain in effect after giving
         effect to the consummation of the Transaction (collectively, the
         "Existing Indebtedness Agreements"); and

                  (vii) any tax sharing, tax allocation or similar agreements
         entered into by the Borrower or any of its Subsidiaries (collectively,
         the "Tax Allocation Agreements");

all of which Employee Benefit Plans, Shareholders' Agreements, Management
Agreements, Employment Agreements, Collective Bargaining Agreements, Existing
Indebtedness Agreements and Tax Allocation Agreements shall be in form and
substance reasonably satisfactory to the Agents.

         5A.14 SOLVENCY OPINION; INSURANCE CERTIFICATES; FINANCIAL STATEMENTS;
BUDGETS; LANDLORD Waivers. On or before the Initial Borrowing Date, the
Administrative Agent shall have received:

                  (i) a solvency opinion from Valuation Research Corporation,
         addressed to the Administrative Agent and each of the Lenders and dated
         the Initial Borrowing Date, in form and substance reasonably acceptable
         to the Agents, setting forth the conclusions that, after giving effect
         to the Transaction and the incurrence of all the financings
         contemplated herein, the Borrower and its Subsidiaries (taken as a
         whole) are not insolvent and will not be rendered insolvent by the
         indebtedness incurred in connection therewith, will not be left with
         unreasonably small capital with which to engage in their respective
         businesses and will not have incurred debts beyond their ability to pay
         such debts as they mature;

                  (ii) evidence of insurance complying with the requirements of
         Section 8.03 for the business and properties of the Borrower and its
         Subsidiaries, in scope, form and substance reasonably satisfactory to
         the Agents and naming the Collateral Agent as an additional insured
         and/or loss payee, and stating that such insurance shall not be
         canceled or revised without at least 30 days' prior written notice by
         the insurer to the Collateral Agent;



                                      -47-
<PAGE>

                  (iii) true and correct copies of the historical financial
         statements, the PRO FORMA financial statements and the Projections
         referred to in Sections 7.10(b) and (e), which historical financial
         statements, PRO FORMA financial statements and Projections shall be
         consistent with the financial information set forth in the Confidential
         Information Memorandum dated April 2000 and delivered to the Lenders as
         part of the Transaction;

                  (iv) a budget of the Borrower and its Subsidiaries in
         reasonable detail for each of the twelve months of the Borrower's
         current fiscal year; and

                  (v) the Borrower and its Subsidiaries shall have used their
         reasonable best efforts to obtain, and shall, to the extent so
         obtained, have delivered to the Administrative Agent fully executed
         counterparts of landlord waivers, in form and substance reasonably
         satisfactory to the Agents, with respect to those Leaseholds of the
         Borrower and the Subsidiary Guarantors as are designated on Annex V.

         5A.15 PAYMENT OF FEES. On the Initial Borrowing Date, all costs, fees
and expenses, and all other compensation due to the Agents or the Lenders
(including, without limitation, legal fees and expenses) shall have been paid to
the extent due.

         SECTION 5B. CONDITIONS PRECEDENT TO THE CONSPEC ACQUISITION TO THE
EXTENT CONSUMMATED ON OR PRIOR TO THE CONSPEC ACQUISITION TERMINATION DATE. The
obligation of each Lender to make each Loan to the Borrower hereunder to finance
the Conspec Acquisition (to the extent that same is consummated on or prior to
the Conspec Acquisition Termination Date) is subject, at the time of the making
of such Loans, to the satisfaction of the following conditions:

         5B.01. INITIAL BORROWING DATE. On or prior to the Conspec Acquisition
Date, the Initial Borrowing Date shall have occurred.

         5B.02 OFFICER'S CERTIFICATE. On the Conspec Acquisition Date, the
Administrative Agent shall have received a certificate dated such date signed by
an Authorized Officer of the Borrower stating that all of the applicable
conditions set forth in Sections 5B.04 through 5B.07, inclusive, and Section
6.01 have been satisfied on such date.

         5B.03 CORPORATE DOCUMENTS; PROCEEDINGS. (a) On the Conspec Acquisition
Date, the Administrative Agent shall have received from each Conspec Entity a
certificate, dated the Conspec Acquisition Date, signed by the chairman, a
vice-chairman, the president or any vice-president of such Conspec Entity, and
attested to by the secretary or any assistant secretary of such Conspec Entity,
in the form of Exhibit G with appropriate insertions, together with copies of
the certificate of incorporation and by-laws of such Conspec Entity (or
equivalent organizational documents) and the resolutions of such Conspec Entity
referred to in such certificate and all of the foregoing (including each such
certificate of incorporation and by-laws (or equivalent organizational
documents)) shall be reasonably satisfactory to the Agents.

         (b) On the Conspec Acquisition Date, all corporate, partnership,
limited liability company and legal proceedings and all instruments and
agreements in connection with the transactions contemplated by this Agreement
and the Conspec Acquisition shall be reason-



                                      -48-
<PAGE>

ably satisfactory in form and substance to the Administrative Agent, and the
Administrative Agent shall have received all information and copies of all
certificates, documents and papers, including good standing certificates,
bring-down certificates and any other records of corporate proceedings and
governmental approvals, if any, which the Administrative Agent reasonably may
have requested in connection therewith, such documents and papers, where
appropriate, to be certified by proper corporate or governmental authorities.

         5B.04 ADVERSE CHANGE, ETC. Except as disclosed in the Schedules to the
Conspec Share Purchase Agreement as in effect on May 23, 2000 or as approved
pursuant to Section 5B.06, there shall have been no change in the financial
condition, results of operations, business, properties or prospects of the
Conspec Entities since June 30, 1999 that (when aggregated with all such
changes) (x) would have a Conspec Material Adverse Effect on the Conspec
Entities (which, for purposes of this Section 5B.04, shall mean a "Material
Adverse Effect" as defined in the Conspec Share Purchase Agreement as in effect
on the date hereof), or (y) would have a material adverse effect on the ability
of the shareholders of the Conspec Entities to consummate the transactions
contemplated by the Conspec Share Purchase Agreement.

         5B.05 APPROVALS. On or prior to the Conspec Acquisition Date, all
necessary governmental (domestic and foreign) approvals required in connection
with the Conspec Acquisition and the related incurrence of Loans to finance the
same shall have been obtained and remain in effect, and all applicable waiting
periods shall have expired without any action being taken by any competent
authority which, in the reasonable judgment of the Agents, restrains, prevents
or imposes materially adverse conditions upon the Conspec Acquisition and the
related incurrence of Loans to finance the same. Additionally, there shall not
exist any judgment, order, injunction or other restraint prohibiting or imposing
materially adverse conditions upon the Conspec Acquisition or the related
incurrence of Loans to finance the same.

         5B.06 CONSUMMATION OF THE CONSPEC ACQUISITION. On or prior to the
Conspec Acquisition Date, there shall have been delivered to the Administrative
Agent a true and correct copy of the Conspec Share Purchase Agreement, with any
changes thereto or waivers of the terms therein made after May 23, 2000
(including, without limitation, waivers of conditions precedent) to be
reasonably satisfactory to Administrative Agent (other than with respect to
immaterial amounts or waivers). The Conspec Acquisition shall have been
consummated in all material respects in accordance with the terms and conditions
of the Conspec Share Purchase Agreement and all applicable laws.

         5B.07 REFINANCING; ETC. (a) On or prior to the Conspec Acquisition
Date, all Indebtedness for borrowed money of the Conspec Entities shall have
been terminated and repaid in full, together with all accrued and unpaid
interest and fees thereon and all other amounts owing pursuant thereto.

         (b) On or prior to the Conspec Acquisition Date, all security interests
in respect of, and Liens securing, obligations under all Indebtedness for
borrowed money of the Conspec Entities shall have been terminated and released
to the satisfaction of the Administrative Agent, and the Administrative Agent
shall have received all such releases as may have been



                                      -49-
<PAGE>

requested by the Administrative Agent, which releases shall be in form and
substance reasonably satisfactory to the Agent. Without limiting the foregoing,
there shall have been delivered (i) proper termination statements (Form UCC-3 or
the appropriate equivalent) for filing under the UCC of each jurisdiction where
a financing statement Form UCC-1 or equivalent was filed with respect to the
Conspec Entities in connection with the security interests created pursuant to
the Indebtedness for borrowed money of the Conspec Entities and the
documentation related thereto, (ii) termination or reassignment of any security
interest in, or Lien on, any patents, trademarks, copyrights or similar
interests of the Conspec Entities on which filings have been made to secure
obligations under such Indebtedness and (iii) terminations of all mortgages,
leasehold mortgages and deeds of trusts created with respect to property of the
Conspec Entities to secure the obligations under such Indebtedness, all of which
shall be in form and substance reasonably satisfactory to the Administrative
Agent.

         5B.08 PLEDGE AGREEMENT; SECURITY AGREEMENT; ETC. (a) On the Conspec
Acquisition Date, all requirements of clauses (c) and (d) of Section 8.14
required by their terms to have been satisfied at the time of the Conspec
Acquisition shall have been satisfied.

         5B.09 SUBSIDIARIES GUARANTY. On the Conspec Acquisition Date, each
Conspec Entity shall have duly authorized, executed and delivered the
Subsidiaries Guaranty.

         5B.10 INSURANCE CERTIFICATES. On or before the Conspec Acquisition
Date, the Administrative Agent shall have received evidence of insurance
complying with the requirements of Section 8.03 for the business and properties
of the Conspec Entities, in scope, form and substance reasonably satisfactory to
the Administrative Agent and naming the Collateral Agent as an additional
insured and/or loss payee, and stating that such insurance shall not be canceled
or revised without at least 30 days' prior written notice by the insurer to the
Collateral Agent.

         5B.11 PAYMENT OF FEES. On the Conspec Acquisition Date, all costs, fees
and expenses, and all other compensation due to the Administrative Agent or the
Lenders (including, without limitation, legal fees and expenses) shall have been
paid to the extent due.

         SECTION 6. CONDITIONS PRECEDENT TO ALL CREDIT EVENTS. The obligation of
each Lender to make Loans (including Loans made on the Initial Borrowing Date
but excluding Mandatory Borrowings made thereafter, which shall be made as
provided in Section 1.01(g)), and the obligation of a Letter of Credit Issuer to
issue any Letter of Credit, is subject, at the time of each such Credit Event
(except as hereinafter indicated), to the satisfaction of the following
conditions:

         6.01 NO DEFAULT; REPRESENTATIONS AND WARRANTIES. At the time of each
such Credit Event and also after giving effect thereto (i) there shall exist no
Default or Event of Default and (ii) all representations and warranties
contained herein and in each other Credit Document shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of the making of such Credit Event (it
being understood and agreed that any representation or warranty which by its
terms is made as of



                                      -50-
<PAGE>

a specified date shall be required to be true and correct in all material
respects only as of such specified date).

         6.02 NOTICE OF BORROWING; LETTER OF CREDIT REQUEST. (a) Prior to the
making of each Loan (excluding Swingline Loans and Mandatory Borrowings), the
Administrative Agent shall have received a Notice of Borrowing meeting the
requirements of Section 1.03(a). Prior to the making of any Swingline Loan, the
Swingline Lender shall have received the notice required by Section 1.03(b)(i).

         (b) Prior to the issuance of each Letter of Credit, the Administrative
Agent and the respective Letter of Credit Issuer shall have received a Letter of
Credit Request meeting the requirements of Section 2.02(a).

         The occurrence of the Initial Borrowing Date and the acceptance of the
benefits or proceeds of each Credit Event shall constitute a representation and
warranty by the Borrower to the Administrative Agent and each of the Lenders
that all the conditions specified in Section 5A (with respect to Credit Events
on the Initial Borrowing Date) and in Section 5B and in this Section 6 (with
respect to Credit Events on or after the Initial Borrowing Date) and applicable
to such Credit Event exist as of that time. All of the Notes, certificates,
legal opinions and other documents and papers referred to in Sections 5A and 5B
and in this Section 6, unless otherwise specified, shall be delivered to the
Administrative Agent at the Notice Office for the account of each of the Lenders
and, except for the Notes, in sufficient counterparts or copies for each of the
Lenders and shall be in form and substance satisfactory to the Agents and the
Required Lenders.

         SECTION 7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. In order to
induce the Lenders to enter into this Agreement and to make the Loans and issue
and/or participate in the Letters of Credit provided for herein, the Borrower
makes the following representations, warranties and agreements with the Lenders,
in each case after giving effect to the Transaction, all of which shall survive
the execution and delivery of this Agreement, the making of the Loans and the
issuance of the Letters of Credit (with the occurrence of each Credit Event
being deemed to constitute a representation and warranty that the matters
specified in this Section 7 are true and correct in all material respects on and
as of the date of each such Credit Event, unless stated to relate to a specific
earlier date in which case such representations and warranties shall be true and
correct in all material respects as of such earlier date):

         7.01 ORGANIZATIONAL STATUS. Each of the Borrower and each of its
Subsidiaries (i) is a duly organized and validly existing corporation,
partnership or limited liability company, as the case may be, in good standing
under the laws of the jurisdiction of its organization, (ii) has the corporate,
partnership or limited liability company power and authority, as the case may
be, to own its property and assets and to transact the business in which it is
engaged and presently proposes to engage and (iii) is duly qualified and is
authorized to do business and is in good standing in all jurisdictions where it
is required to be so qualified and where the failure to be so qualified, either
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.



                                      -51-
<PAGE>

         7.02 POWER AND AUTHORITY. Each Credit Party has the corporate,
partnership or limited liability company power and authority, as the case may
be, to execute, deliver and carry out the terms and provisions of the
Transaction Documents to which it is a party and has taken all necessary
corporate, partnership or limited liability company action, as the case may be,
to authorize the execution, delivery and performance of the Transaction
Documents to which it is a party. Each Credit Party has duly executed and
delivered each Transaction Document to which it is a party and each such
Transaction Document constitutes the legal, valid and binding obligation of such
Credit Party enforceable in accordance with its terms, except to the extent that
the enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws generally affecting creditors' rights
and by equitable principles (regardless of whether enforcement is sought in
equity or at law).

         7.03 NO VIOLATION. Neither the execution, delivery or performance by
any Credit Party of the Transaction Documents to which it is a party, nor
compliance by any Credit Party with the terms and provisions thereof, nor the
consummation of the transactions contemplated herein or therein, (i) will
contravene any applicable provision of any law, statute, rule or regulation, or
any order, writ, injunction or decree of any court or governmental
instrumentality, (ii) will conflict or be inconsistent with or result in any
breach of, any of the terms, covenants, conditions or provisions of, or
constitute a default under, or (other than pursuant to the Security Documents)
result in the creation or imposition of (or the obligation to create or impose)
any Lien upon any of the property or assets of the Borrower or any of its
Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust,
loan agreement, credit agreement or any other material agreement or instrument
to which the Borrower or any of its Subsidiaries is a party or by which it or
any of its property or assets are bound or to which it may be subject
(including, without limitation, the Existing Indebtedness) or (iii) will violate
any provision of the certificate of incorporation or by-laws (or equivalent
organizational documents) of the Borrower or any of its Subsidiaries.

         7.04 LITIGATION. There are no actions, suits, proceedings or
investigations pending or, to the best knowledge of the Borrower, threatened
with respect to the Borrower or any of its Subsidiaries that, either
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect; PROVIDED that, for the purpose of this Section 7.04,
the settlement of, or entry or payment of a judgment for, the EFCO Litigation in
an aggregate amount not to exceed $25,000,000 (exclusive of post-judgment
interest) will not, in and of itself, have a Material Adverse Effect (it being
understood that this proviso shall not be deemed to imply that the settlement
of, or entry or payment of a judgment for, the EFCO Litigation in an aggregate
amount exceeding $25,000,000 (exclusive of post-judgment interest) shall
necessarily constitute, in and of itself, a Material Adverse Effect).
Additionally, there does not exist any judgment, order or injunction prohibiting
or imposing material adverse conditions upon the occurrence of any Credit Event.

         7.05 USE OF PROCEEDS; MARGIN REGULATIONS. (a) The proceeds of all
Initial A Term Loans shall be utilized to (i) make cash payments to the holders
of the Trust Preferred Stock and/or Subordinated Debentures who have elected to
convert same into the right to receive cash in accordance with the terms of the
Trust Agreement, the Subordinated Debenture Indenture



                                      -52-
<PAGE>

and the Merger Agreement or (ii) to reimburse the Borrower for payments
theretofore paid for the purposes described in clause (i) of this Section
7.05(a).

         (b) The proceeds of all Initial B Term Loans shall be utilized to
finance, in part, the Transaction (other than for the purposes described in
clause (a) of this Section 7.05) and to pay the fees and expenses incurred in
connection therewith.

         (c) The proceeds of all Revolving Loans and Swingline Loans shall be
utilized for the general corporate and working capital purposes of the Borrower
and its Subsidiaries (including to effect Permitted Acquisitions and make
Capital Expenditures, in each case to the extent permitted by this Agreement);
PROVIDED that no more than $7,500,000 of Revolving Loans and Swingline Loans in
the aggregate may be utilized on the Initial Borrowing Date to finance the
Transaction (other than for the purposes described in clause (a) of this Section
7.05) and to pay the fees and expenses incurred in connection therewith.

         (d) The proceeds of all Incremental Term Loans shall be utilized to
finance Permitted Acquisitions and to pay the fees and expenses incurred in
connection therewith.

         (e) The proceeds of all Acquisition Revolving Loans shall be used to
finance Permitted Acquisitions and to pay the fees and expenses incurred in
connection therewith.

         (f) Neither the making of any Loan, nor the use of the proceeds
thereof, nor the occurrence of any other Credit Event, will violate or be
inconsistent with the provisions of Regulation T, U or X of the Board of
Governors of the Federal Reserve System and no part of any Credit Event (or the
proceeds thereof) will be used to purchase or carry any Margin Stock or to
extend credit for the purpose of purchasing or carrying any Margin Stock.

         7.06 GOVERNMENTAL APPROVALS. Except as may have been obtained or made
on or prior to the Initial Borrowing Date (and which remain in full force and
effect on the Initial Borrowing Date), no order, consent, approval, license,
authorization or validation of, or filing, recording or registration with, or
exemption by, any foreign or domestic governmental or public body or authority,
or any subdivision thereof, is required to authorize or is required in
connection with (i) the execution, delivery and performance of any Transaction
Document or (ii) the legality, validity, binding effect or enforceability of any
Transaction Document.

         7.07 INVESTMENT COMPANY ACT. Neither the Borrower nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

         7.08 PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Borrower nor any
of its Subsidiaries is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company," within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

         7.09 TRUE AND COMPLETE DISCLOSURE. All factual information (excluding
the Projections, which are subject to Section 7.10(e)) (taken as a whole)
heretofore or contempor-



                                      -53-
<PAGE>

aneously furnished by or on behalf of the Borrower or any of its Subsidiaries in
writing to the Administrative Agent or any Lender (including, without
limitation, all information contained in the Transaction Documents) for purposes
of or in connection with this Agreement or any transaction contemplated herein
or therein is, and all other such factual information (taken as a whole)
hereafter furnished by or on behalf of any such Persons in writing to the
Administrative Agent or any Lender will be, true and accurate in all material
respects on the date as of which such information is dated or certified and not
incomplete by omitting to state any material fact necessary to make such
information (taken as a whole) not misleading at such time in light of the
circumstances under which such information was provided.

         7.10 FINANCIAL CONDITION; FINANCIAL STATEMENTS. (a) On and as of the
Initial Borrowing Date, on a PRO FORMA basis after giving effect to the
Transaction and all other transactions contemplated by the Transaction Documents
and to all Indebtedness incurred, and to be incurred, and Liens created, and to
be created, by each Credit Party in connection therewith, (x) the sum of the
assets (including capital stock and promissory notes), at a fair valuation, of
each of the Borrower (on a stand-alone basis) and the Borrower and its
Subsidiaries (taken as a whole) will exceed its debts, (y) it has not incurred
nor intended to, nor believes that it will, incur debts beyond its ability to
pay such debts as such debts mature and (z) it will have sufficient capital with
which to conduct its business. For purposes of this Section 7.10(a), "debt"
means any liability on a claim, and "claim" means (i) right to payment, whether
or not such a right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured
or unsecured or (ii) right to an equitable remedy for breach of performance if
such breach gives rise to a payment, whether or not such right to an equitable
remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured or unsecured. (b) (i) The consolidated balance sheets of the
Borrower and its Subsidiaries for the fiscal years ended December 31, 1999, 1998
and 1997, respectively, and for the fiscal quarter ended March 31, 2000, and the
related consolidated statements of income, cash flows and shareholders' equity
of the Borrower and its Subsidiaries for the fiscal years and fiscal quarter
ended on such dates, copies of which have been furnished to the Lenders prior to
the Initial Borrowing Date, present fairly in all material respects the
consolidated financial position of the Borrower and its Subsidiaries at the date
of such balance sheets and the consolidated results of the operations of the
Borrower and its Subsidiaries for the periods covered thereby. All of the
foregoing historical financial statements have been prepared in accordance with
GAAP consistently applied except as disclosed in the notes thereto.

         (ii) The PRO FORMA consolidated financial statements of the Borrower
and its Subsidiaries at December 31, 1999 after giving effect to the Transaction
and the financing therefor, copies of which have been furnished to the Lenders
prior to the Initial Borrowing Date, present fairly in all material respects the
PRO FORMA consolidated financial position of the Borrower and its Subsidiaries
as of December 31, 1999 and the PRO FORMA consolidated results of operations of
the Borrower and its Subsidiaries for the twelve-month period ended on December
31, 1999. Such PRO FORMA financial statements have been prepared on a basis
consistent with the historical financial statements set forth in clause (i) of
this Section 7.10(b).



                                      -54-
<PAGE>

         (c) Since December 31, 1999 (but after giving effect to the Transaction
as if same had occurred prior thereto), nothing has occurred that has had, or
could reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect.

         (d) Except as fully reflected in the financial statements described in
Section 7.10(b) and the Indebtedness incurred under the Transaction Documents,
(i) there were as of the Initial Borrowing Date (and after giving effect to any
Loans made on such date), no liabilities or obligations (excluding current
obligations incurred in the ordinary course of business) with respect to the
Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute,
accrued, contingent or otherwise and whether or not due) and (ii) the Borrower
does not know of any basis for the assertion against the Borrower or any of its
Subsidiaries of any such liability or obligation which as to clauses (i) and
(ii) above, either individually or in the aggregate, has had, or could be
reasonably likely to have, a Material Adverse Effect.

         (e) The Projections have been prepared on a basis consistent with the
financial statements referred to in Section 7.10(b) (except as may otherwise be
indicated in the Projections), and are based on good faith estimates and
assumptions made by the management of the Borrower. On the Initial Borrowing
Date (i) such management believed that the Projections were reasonable and
attainable and (ii) there is no fact known to the Borrower or any of its
Subsidiaries which could reasonably be expected to have a Material Adverse
Effect which has not been disclosed herein or in such other documents,
certificates and statements furnished to the Lenders for use in connection with
the transactions contemplated hereby.

         7.11 SECURITY INTERESTS. On and after the Initial Borrowing Date, each
of the Security Documents creates (or after the execution and delivery thereof
will create), as security for the Obligations, a valid and enforceable perfected
security interest in and Lien on all of the Collateral subject thereto, superior
to and prior to the rights of all third Persons, and subject to no other Liens
(other than Permitted Liens), in favor of the Collateral Agent. No filings or
recordings are required in order to perfect the security interests created under
any Security Document except for filings or recordings which shall have been
made on or prior to the tenth day after the Initial Borrowing Date as
contemplated by Section 5A.11(b) or on or prior to the execution and delivery
thereof as contemplated by Sections 8.11, 8.12 and 9.15.

         7.12 TRANSACTION. At the time of consummation thereof, the Transaction
shall have been consummated in all material respects in accordance with the
terms of the respective Transaction Documents and all applicable laws. At the
time of consummation thereof, all necessary and material consents and approvals
of, and filings and registrations with, and all other actions in respect of, all
governmental agencies, authorities or instrumentalities required to make or
consummate the Transaction have been obtained, given, filed or taken or waived
and are or will be in full force and effect (or effective judicial relief with
respect thereto has been obtained). All applicable waiting periods with respect
thereto have or, prior to the time when required, will have, expired without, in
all such cases, any action being taken by any competent authority which
restrains, prevents, or imposes material adverse conditions upon the
Transaction. Additionally, there does not exist any judgment, order or
injunction prohibiting or imposing material adverse conditions upon the
Transaction, or the occurrence of any Credit Event or the



                                      -55-
<PAGE>

performance by the Borrower and its Subsidiaries of their respective obligations
under the Transaction Documents and all applicable laws. The Transaction has
been consummated in all material respects in accordance with the respective
Transaction Documents and all applicable laws.

         7.13 COMPLIANCE WITH ERISA. (a) Annex III sets forth, as of the Initial
Borrowing Date, each Plan and each Multiemployer Plan. Each Plan (and each
related trust, insurance contract or fund) is in material compliance with its
terms and with all applicable laws, including, without limitation, ERISA and the
Code; each Plan (and each related trust, if any) which is intended to be
qualified under Section 401(a) of the Code has received a determination letter
from the Internal Revenue Service to the effect that it meets the requirements
of Sections 401(a) and 501(a) of the Code; no Reportable Event has occurred
which could reasonably be expected to result in a material liability; to the
knowledge of the Borrower, no Multiemployer Plan is insolvent or in
reorganization; no Plan has an Unfunded Current Liability which, when added to
the aggregate amount of Unfunded Current Liabilities with respect to all other
Plans and the amounts described in the last sentence of Section 7.13(b) with
respect to Foreign Plans, would be material to the Borrower and its
Subsidiaries; no Plan which is subject to Section 412 of the Code or Section 302
of ERISA has an accumulated funding deficiency, within the meaning of such
sections of the Code or ERISA, or has applied for or received a waiver of an
accumulated funding deficiency or an extension of any amortization period,
within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA;
all contributions required to be made with respect to a Plan and a Multiemployer
Plan have been timely made; neither the Borrower nor any Subsidiary of the
Borrower nor any ERISA Affiliate has incurred any material liability (including
any indirect, contingent or secondary liability) to or on account of a Plan or a
Multiemployer Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063,
4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of
the Code or expects to incur any such material liability under any of the
foregoing sections with respect to any Plan or a Multiemployer Plan; no
condition exists which presents a material risk to the Borrower or any
Subsidiary of the Borrower or any ERISA Affiliate of incurring a material
liability to or on account of a Plan or a Multiemployer Plan pursuant to the
foregoing provisions of ERISA and the Code; except for the standard termination
of the Dayton Superior Corporation Employees Retirement Plan, no proceedings
have been instituted to terminate or appoint a trustee to administer any Plan
which is subject to Title IV or ERISA; the PBGC has not requested orally or in
writing that the Borrower or any Subsidiary or any ERISA Affiliate post a bond
or furnish security or make additional contributions to a Plan on account of a
Reportable Event which has occurred with respect to a Plan; the PBGC has not
notified the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate
orally or in writing that the PBGC intends to take any action as a result of a
Reportable Event that, either individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect; no action, suit, proceeding,
hearing, audit or investigation with respect to the administration, operation or
the investment of assets of any Plan (other than routine claims for benefits) is
pending, expected or, to the knowledge of the Borrower, threatened; using
actuarial assumptions and computation methods consistent with Part 1 of subtitle
E of Title IV of ERISA, the aggregate liabilities of the Borrower and its
Subsidiaries and its ERISA Affiliates to all Multiemployer Plans in the event of
a complete withdrawal therefrom, as of the close of the most recent fiscal year
of each such Multiemployer Plan ended



                                      -56-
<PAGE>

prior to the date of the most recent Credit Event, could not reasonable be
expected to have a Material Adverse Effect; each group health plan (as defined
in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) which covers or
has covered employees or former employees of the Borrower, any Subsidiary of the
Borrower, or any ERISA Affiliate has at all times been operated in material
compliance with the provisions of Part 6 of subtitle B of Title I of ERISA and
Section 4980B of the Code; no lien imposed under the Code or ERISA on the assets
of the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate exists
or is likely to arise on account of any Plan or Multiemployer Plan; and the
Borrower and its Subsidiaries may cease contributions to or terminate any
employee benefit plan maintained by any of them without incurring any liability
which could reasonably be expected to have a Material Adverse Effect.

         (b) Each Foreign Pension Plan, if any, has been maintained in material
compliance with its terms and with the requirements of any and all applicable
laws, statutes, rules, regulations and orders and has been maintained, where
required, in good standing with applicable regulatory authorities. All
contributions required to be made with respect to a Foreign Pension Plan, if
any, have been timely made. Neither the Borrower nor any of its Subsidiaries has
incurred any material obligation in connection with the termination of or
withdrawal from any Foreign Pension Plan. The present value of the accrued
benefit liabilities (whether or not vested) under each Foreign Pension Plan,
determined as of the end of the Borrower's most recently ended fiscal year on
the basis of actuarial assumptions, each of which is reasonable, when added to
the aggregate amount of Unfunded Current Liabilities with respect to all other
Plans determined as of the end of the Borrower's most recently completed fiscal
year, did not materially exceed the current value of the assets of such Foreign
Pension Plan allocable to such benefit liabilities.

         7.14 CAPITALIZATION. (a) On the Initial Borrowing Date and after giving
effect to the Transaction and the other transactions contemplated hereby, the
authorized capital stock of the Borrower shall consist of 5,000,000 shares of
common stock, no par value. All outstanding shares of capital stock of the
Borrower have been duly and validly issued and are fully paid and nonassessable.
The Borrower does not have outstanding any securities convertible into or
exchangeable for its capital stock or outstanding any rights to subscribe for or
to purchase, or any options for the purchase of, or any agreement providing for
the issuance (contingent or otherwise) of, or any calls, commitments or claims
of any character relating to, its capital stock, except for options, warrants or
rights that have been or may be issued from time to time to purchase shares of
the Borrower's common stock or Qualified Preferred Stock.

         (b) All outstanding shares of capital stock or other equity interests
of each Subsidiary of the Borrower have been duly and validly issued, are fully
paid and non-assessable and have been issued free of preemptive rights. No
Subsidiary of the Borrower has outstanding any securities convertible into or
exchangeable for its capital stock or other equity interests or outstanding any
right to subscribe for or to purchase, or any options or warrants for the
purchase of, or any agreement providing for the issuance (contingent or
otherwise) of or any calls, commitments or claims of any character relating to,
its capital stock or other equity interests or any stock appreciation or similar
rights.



                                      -57-
<PAGE>

         7.15 SUBSIDIARIES. On and as of the Initial Borrowing Date and after
giving effect to the consummation of the Transaction, the Borrower has no
Subsidiaries other than those Subsidiaries listed on Annex IV. Annex IV
correctly sets forth, as of the Initial Borrowing Date and after giving effect
to the Transaction, the percentage ownership (direct and indirect) of the
Borrower in each class of capital stock or other equity interests of each of its
Subsidiaries and also identifies the direct owner thereof.

         7.16 INTELLECTUAL PROPERTY, ETC. Each of the Borrower and each of its
Subsidiaries owns all patents, trademarks, permits, service marks, trade names,
technology, proprietary information, copyrights, licenses, franchises and
formulas, or other rights with respect to the foregoing, and has obtained
assignments of all leases, licenses and other rights of whatever nature, and has
in full force and effect all accreditations and certifications, reasonably
necessary for the conduct of its business, without any known conflict with the
rights of others which, or the failure to obtain which, as the case may be,
either individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect.

         7.17 COMPLIANCE WITH STATUTES, ETC. Each of the Borrower and each of
its Subsidiaries is in compliance with all applicable statutes, regulations,
rules and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property, except such non-compliance as could
not, either individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

         7.18 ENVIRONMENTAL MATTERS. (a) Each of the Borrower and each of its
Subsidiaries has complied with, and on the date of each Credit Event is in
compliance with, all applicable Environmental Laws and the requirements of any
permits issued under such Environmental Laws and neither the Borrower nor any of
its Subsidiaries is liable for any penalties, fines or forfeitures for failure
to comply with any of the foregoing. There are no pending or, to the best
knowledge of the Borrower, threatened Environmental Claims against the Borrower
or any of its Subsidiaries or any Real Property at any time owned, leased or
operated by the Borrower or any of its Subsidiaries or, to the best knowledge of
the Borrower, on any property adjoining or in the vicinity of any such Real
Property that could reasonably be expected (i) to form the basis of an
Environmental Claim against the Borrower or any of its Subsidiaries or any such
Real Property or (ii) to cause any such Real Property to be subject to any
restrictions on the ownership, occupancy, use or transferability of such Real
Property by the Borrower or any of its Subsidiaries under any applicable
Environmental Law.

         (b) Hazardous Materials have not at any time been generated, used,
treated or stored on, or transported to or from, any Real Property at any time
owned, leased or operated by the Borrower or any of its Subsidiaries except in
compliance with all applicable Environmental Laws and as reasonably required in
connection with the operation, use and maintenance of such Real Property by the
Borrower's or such Subsidiary's business. Hazardous Materials have not at any
time been Released on or from any Real Property at any time owned, leased or
operated by the Borrower or any of its Subsidiaries. There are not now any
underground storage tanks



                                      -58-
<PAGE>

located on any Real Property owned, leased or operated by the Borrower or any of
its Subsidiaries.

         (c) Notwithstanding anything to the contrary in this Section 7.18, the
representations and warranties made in this Section 7.18 shall only be untrue if
the effect of any or all conditions, failures, noncompliances, Environmental
Claims, Releases and presence of underground storage tanks, in each case of the
types described above, either individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.

         7.19 PROPERTIES. All Real Property owned by the Borrower and its
Subsidiaries and all Leaseholds leased by the Borrower and its Subsidiaries, in
each case as of the Initial Borrowing Date and after giving effect to the
Transaction, and the nature of the interest therein, is correctly set forth in
Annex V. Each of the Borrower and each of its Subsidiaries has good and
marketable title to, or a validly subsisting leasehold interest in, all material
properties owned or leased by it, including all Real Property reflected in Annex
V or in the financial statements referred to in Section 7.10(b), free and clear
of all Liens, other than Permitted Liens.

         7.20 LABOR RELATIONS. Neither the Borrower nor any of its Subsidiaries
is engaged in any unfair labor practice that, either individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect. There
is (i) no unfair labor practice complaint pending against the Borrower or any of
its Subsidiaries or threatened against any of them, before the National Labor
Relations Board, and no grievance or arbitration proceeding arising out of or
under any collective bargaining agreement is so pending against the Borrower or
any of its Subsidiaries or threatened against any of them, (ii) no strike, labor
dispute, slowdown or stoppage pending against the Borrower or any of its
Subsidiaries or threatened against the Borrower or any of its Subsidiaries and
(iii) no union representation question existing with respect to the employees of
the Borrower or any of its Subsidiaries and no union organizing activities are
taking place, except as could not, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

         7.21 TAX RETURNS AND PAYMENTS. Each of the Borrower and each of its
Subsidiaries has filed all federal income tax returns and all other material tax
returns, domestic and foreign, required to be filed by it and has paid all
material taxes and assessments payable by it which have become due, except for
those contested in good faith and adequately disclosed and fully provided for on
the financial statements of the Borrower and its Subsidiaries in accordance with
GAAP. Each of the Borrower and each of its Subsidiaries has at all times paid,
or has provided adequate reserves (in the good faith judgment of the management
of the Borrower) for the payment of, all federal, state and foreign income taxes
applicable for all prior fiscal years and for the current fiscal year to date.
There is no action, suit, proceeding, investigation, audit, or claim now pending
or, to the knowledge of the Borrower, threatened by any authority regarding any
taxes relating to the Borrower or any of its Subsidiaries which, either
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect. As of the Initial Borrowing Date, neither the Borrower
nor any of its Subsidiaries has entered into an agreement or waiver or been
requested to enter into an agreement or waiver extending any statute of
limitations relating to the payment or collection of taxes of the Borrower or
any of its Subsidiaries,



                                      -59-
<PAGE>

or is aware of any circumstances that would cause the taxable years or other
taxable periods of the Borrower or any of its Subsidiaries not to be subject to
the normally applicable statute of limitations.

         7.22 EXISTING INDEBTEDNESS. Annex VI sets forth a true and complete
list of all Indebtedness of the Borrower and its Subsidiaries as of the Initial
Borrowing Date and which is to remain outstanding after giving effect to the
Transaction (excluding the Obligations and the Senior Subordinated Notes, the
"Existing Indebtedness"), in each case showing the aggregate principal amount
thereof and the name of the respective borrower and any other entity which
directly or indirectly guaranteed such debt.

         7.23 INSURANCE. Annex VII sets forth a true, correct and complete
summary of all insurance carried (including amounts thereof) by the Borrower and
its Subsidiaries on and as of the Initial Borrowing Date.

         7.24 REPRESENTATIONS AND WARRANTIES IN OTHER DOCUMENTS. All
representations and warranties set forth in the other Transaction Documents were
true and correct in all material respects at the time as of which such
representations and warranties were made (or deemed made) and shall be true and
correct in all material respects as of the Initial Borrowing Date as if such
representations or warranties were made on and as of such date, unless stated to
relate to a specific earlier date, in which case such representations or
warranties shall be true and correct in all material respects as of such earlier
date.

         7.25 SUBORDINATED NOTES; ETC. (a) The subordination provisions
contained in the Senior Subordinated Notes and in the other Senior Subordinated
Note Documents are enforceable against the respective Credit Parties party
thereto and the holders of the Senior Subordinated Notes, and all Obligations
and Guaranteed Obligations (as defined in the Subsidiaries Guaranty) are within
the definition of "Senior Debt" included in such subordination provisions.

         (b) The subordination provisions contained in the Subordinated
Debentures are enforceable against the Borrower and the holders of the
Subordinated Debentures, and all Obligations consisting of principal and
interest are within the definition of "Senior Debt" included in such
subordination provisions.

         (c) After the issuance thereof, the subordination provisions contained
in any Additional Subordinated Debt will be enforceable against the respective
Credit Parties obligated thereunder and the holders of the Additional
Subordinated Debt, and all Obligations and Guaranteed Obligations (as defined in
the Subsidiaries Guaranty) will be within the definition of "Senior Debt"
included in such subordinated provisions.

         (d) After the issuance thereof, the subordination provisions contained
in any Shareholder Subordinated Note will be enforceable against the Borrower
and the holders of such Shareholder Subordinated Note, and all Obligations will
be within the definition of "Senior Indebtedness" included in such subordinated
provisions.



                                      -60-
<PAGE>

         SECTION 8. AFFIRMATIVE COVENANTS. The Borrower hereby covenants and
agrees that as of the Effective Date and thereafter for so long as this
Agreement is in effect and until the Total Commitment has terminated, no Letters
of Credit or Notes are outstanding and the Loans and Unpaid Drawings, together
with interest, Fees and all other Obligations (other than any indemnities
described in Section 13.13 which are not then due and payable) incurred
hereunder, are paid in full:

         8.01 INFORMATION COVENANTS. The Borrower will furnish, or will cause to
be furnished, to each Lender:

         (a) MONTHLY REPORTS. Within 30 days after the end of each fiscal month
of the Borrower, the consolidated balance sheet of the Borrower and its
Subsidiaries as at the end of such fiscal month and the related consolidated
statements of income for such fiscal month and for the elapsed portion of the
fiscal year ended with the last day of such fiscal month, in each case setting
forth comparative figures for the corresponding fiscal month in the prior fiscal
year and comparable budgeted figures for such fiscal month as set forth in the
respective budget delivered pursuant to Section 8.01(d), all of which shall be
certified by the chief financial officer or other Authorized Officer of the
Borrower that they fairly present in all material respects on a basis consistent
with GAAP the financial condition of the Borrower and its Subsidiaries as of the
dates indicated and the results of their operations and changes in their cash
flows for the periods indicated, subject to normal year-end audit adjustments
and the absence of footnotes.

         (b) QUARTERLY FINANCIAL STATEMENTS. Within 45 days after the close of
the first three quarterly accounting periods in each fiscal year of the
Borrower, (i) the consolidated balance sheet of the Borrower and its
Subsidiaries as at the end of such quarterly accounting period and the related
consolidated statements of income and retained earnings and cash flows for such
quarterly accounting period and for the elapsed portion of the fiscal year ended
with the last day of such quarterly accounting period, in each case setting
forth comparative figures for the corresponding quarterly accounting period in
the prior fiscal year and comparable budgeted figures for such quarterly
accounting period as set forth in the respective budget delivered pursuant to
Section 8.01(d) and (ii) management's discussion and analysis of the important
operational and financial developments during such quarterly accounting period,
all of which shall be in reasonable detail and certified by the chief financial
officer or other Authorized Officer of the Borrower that they fairly present in
all material respects in accordance with GAAP the financial condition of the
Borrower and its Subsidiaries as of the dates indicated and the results of their
operations and changes in their cash flows for the periods indicated, subject to
normal year-end audit adjustments and the absence of footnotes.

         (c) ANNUAL FINANCIAL STATEMENTS. Within 90 days after the close of each
fiscal year of the Borrower, the consolidated balance sheet of the Borrower and
its Subsidiaries as at the end of such fiscal year and the related consolidated
statements of income and retained earnings and cash flows for such fiscal year
and setting forth comparative consolidated figures for the preceding fiscal year
and comparable budgeted figures for such fiscal year as set forth in the
respective budget delivered pursuant to Section 8.01(d) and (except for such
comparable budgeted figures) certified by Arthur Andersen LLP or such other
independent certified public



                                      -61-
<PAGE>

accountants of recognized national standing as shall be reasonably acceptable to
the Administrative Agent, in each case to the effect that such statements fairly
present in all material respects the financial condition of the Borrower and its
Subsidiaries as of the dates indicated and the results of their operations and
changes in its financial position for the periods indicated in conformity with
GAAP applied on a basis consistent with prior years, together with a certificate
of such accounting firm stating that in the course of its regular audit of the
business of the Borrower and its Subsidiaries, which audit was conducted in
accordance with generally accepted auditing standards, no Default or Event of
Default relating to financial or accounting matters which has occurred and is
continuing has come to their attention or, if such a Default or an Event of
Default has come to their attention, a statement as to the nature thereof (it
being understood that such accounting firm shall not have any liability for
failure to obtain knowledge of any such Default or Event of Default).

         (d) BUDGETS, ETC. As soon as available but not more than 45 days after
the commencement of each fiscal year of the Borrower, a budget of the Borrower
and its Subsidiaries (x) in reasonable detail for each of the twelve months and
four fiscal quarters of such fiscal year and (y) in summary form for each of the
four fiscal years immediately following such fiscal year, in each case as
customarily prepared by management for its internal use setting forth, with
appropriate discussion, the principal assumptions upon which such budgets are
based. Together with each delivery of financial statements pursuant to Sections
8.01(a), (b) and (c), a comparison of the current year to date financial results
(other than in respect of the balance sheets included therein) against the
budgets required to be submitted pursuant to this clause (d) also shall be
presented.

         (e) OFFICER'S CERTIFICATES. At the time of the delivery of the
financial statements provided for in Sections 8.01(a), (b) and (c), a
certificate of the chief financial officer or other Authorized Officer of the
Borrower to the effect that no Default or Event of Default exists or, if any
Default or Event of Default does exist, specifying the nature and extent
thereof, which certificate shall, if delivered in connection with the financial
statements in respect of a period ending on the last day of a fiscal quarter or
fiscal year of the Borrower, set forth (in reasonable detail) the calculations
required to establish (x) whether the Borrower and its Subsidiaries were in
compliance with the provisions of Sections 4.02(e), 4.02(f), 4.02(g), 4.02(h),
4.02(i), 8.14, 9.02, 9.04, 9.05, 9.06(ii) and 9.08 through and including 9.11,
as at the end of such fiscal quarter or year, as the case may be, and (y) the
Total Leverage Ratio as at the end of such fiscal quarter or year, as the case
may be. In addition, at the time of the delivery of the financial statements
provided for in Section 8.01(c), a certificate of the chief financial officer or
other Authorized Officer of the Borrower setting forth (in reasonable detail)
the amount of, and calculations required to establish the amount of, Excess Cash
Flow for the Excess Cash Flow Payment Period ending on the last day of the
respective fiscal year.

         (f) NOTICE OF DEFAULT OR LITIGATION. Promptly, and in any event within
three Business Days after an officer of the Borrower or any of its Subsidiaries
obtains knowledge thereof, notice of (i) the occurrence of any event which
constitutes a Default or an Event of Default, which notice shall specify the
nature and period of existence thereof and what action the Borrower proposes to
take with respect thereto, (ii) any litigation or proceeding pending or




                                      -62-
<PAGE>

threatened (x) against the Borrower or any of its Subsidiaries which could
reasonably be expected to have a Material Adverse Effect, (y) with respect to
any material Indebtedness of the Borrower or any of its Subsidiaries or (z) with
respect to any Transaction Document, (iii) any material governmental
investigation pending or threatened against the Borrower or any of its
Subsidiaries and (iv) any other event which could reasonably be expected to have
a Material Adverse Effect.

         (g) AUDITORS' REPORTS. Promptly upon receipt thereof, a copy of each
report or "management letter" submitted to the Borrower or any of its
Subsidiaries by its independent accountants in connection with any annual,
interim or special audit made by them of the books of the Borrower or any of its
Subsidiaries and the management's non-privileged responses thereto.

         (h) ENVIRONMENTAL MATTERS. Promptly after obtaining knowledge of any of
the following (but only to the extent that any of the following, either
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect), written notice of:

                  (i) any pending or threatened Environmental Claim against the
         Borrower or any of its Subsidiaries or any Real Property at any time
         owned, leased or operated by the Borrower or any of its Subsidiaries;

                  (ii) any condition or occurrence on any Real Property owned,
         leased or operated by the Borrower or any of its Subsidiaries that (x)
         results in noncompliance by the Borrower or any of its Subsidiaries
         with any applicable Environmental Law or (y) could reasonably be
         anticipated to form the basis of an Environmental Claim against the
         Borrower or any of its Subsidiaries or any such Real Property;

                  (iii) any condition or occurrence on any Real Property at any
         time owned, leased or operated by the Borrower or any of its
         Subsidiaries that could reasonably be anticipated to cause such Real
         Property to be subject to any restrictions on the ownership, occupancy,
         use or transferability by the Borrower or its Subsidiary, as the case
         may be, of its interest in such Real Property under any Environmental
         Law; and

                  (iv) the taking of any removal or remedial action in response
         to the actual or alleged presence of any Hazardous Material on any Real
         Property owned, leased or operated by the Borrower or any of its
         Subsidiaries.

All such notices referred to above in this Section 8.01(h) shall describe in
reasonable detail the nature of the claim, investigation, condition, occurrence
or removal or remedial action and the Borrower's response or proposed response
thereto. In addition, the Borrower agrees to provide the Lenders with copies of
all material communications by the Borrower or any of its Subsidiaries with any
Person, government or governmental agency relating to any of the matters set
forth in clauses (i)-(iv) above, and such detailed reports relating to any of
the matters set forth in clauses (i)-(iv) above as may reasonably be requested
by the Administrative Agent or the Required Lenders.



                                      -63-
<PAGE>

         (i) OTHER INFORMATION. Promptly upon transmission thereof, copies of
any filings and registrations with, and reports to, the SEC by the Borrower or
any of its Subsidiaries and copies of all financial statements, proxy
statements, notices and reports as the Borrower or any of its Subsidiaries shall
send generally to analysts and the holders of their capital stock in their
capacity as such holders (to the extent not theretofore delivered to the Lenders
pursuant to this Agreement) and, with reasonable promptness, such other
information or documents (financial or otherwise) as the Administrative Agent on
its own behalf or on behalf of the Required Lenders may reasonably request from
time to time.

         8.02 BOOKS, RECORDS AND INSPECTIONS; ANNUAL MEETING WITH LENDERS. (a)
The Borrower will, and will cause each of its Subsidiaries to, keep proper books
of record and account in which full, true and correct entries in conformity with
GAAP and all requirements of law shall be made of all dealings and transactions
in relation to its business and activities. The Borrower will, and will cause
each of its Subsidiaries to, permit, upon notice to the chief financial officer
or other Authorized Officer of the Borrower, officers and designated
representatives of the Administrative Agent or the Required Lenders to visit and
inspect any of the properties or assets of the Borrower and any of its
Subsidiaries in whomsoever's possession, and to examine the books of account of
the Borrower and any of its Subsidiaries and discuss the affairs, finances and
accounts of the Borrower and of any of its Subsidiaries with, and be advised as
to the same by, their officers and independent accountants, all at such
reasonable times and intervals and to such reasonable extent as the
Administrative Agent or the Required Lenders may desire.

         (b) At the request of the Administrative Agent, the Borrower will
within 120 days after the close of each of its fiscal years, hold a meeting (at
a mutually agreeable location and time) with all of the Lenders at which meeting
shall be reviewed the financial results of the previous fiscal year and the
financial condition of the Borrower and its Subsidiaries and the budgets
presented for the current fiscal year of the Borrower and its Subsidiaries.

         8.03 INSURANCE. (a) The Borrower will, and will cause each of its
Subsidiaries to, (i) maintain, with financially sound and reputable insurance
companies, insurance on all its property in at least such amounts and against at
least such risks as is consistent and in accordance with industry practice and
(ii) furnish to the Administrative Agent and each of the Lenders, upon request,
full information as to the insurance carried. In addition to the requirements of
the immediately preceding sentence, the Borrower will at all times cause
insurance of the types described in Annex VII to be maintained (with the same
scope of coverage as that described in Annex VII) at levels which are at least
as great as the respective amount described opposite the respective type of
insurance on Annex VII. Such insurance shall include physical damage insurance
on all real and personal property (whether now owned or hereafter acquired) on
an all risk basis, covering the full repair and replacement costs of all such
property and business interruption insurance for the actual loss sustained. The
provisions of this Section 8.03 shall be deemed supplemental to, but not
duplicative of, the provisions of any Security Documents that require the
maintenance of insurance.



                                      -64-
<PAGE>

         (b) The Borrower will, and will cause each of its Subsidiaries to, at
all times keep the respective property of the Borrower and its Subsidiaries
insured in favor of the Collateral Agent, and all policies or certificates with
respect to such insurance (i) shall be endorsed to the Collateral Agent's
satisfaction for the benefit of the Collateral Agent (including, without
limitation, by naming the Collateral Agent as certificate holder and loss payee
with respect to all property (real and personal), additional insured with
respect to general liability and umbrella liability coverage and certificate
holder with respect to workers' compensation insurance), (ii) shall state that
such insurance policies shall not be canceled or materially changed without at
least 30 days' prior written notice thereof by the respective insurer to the
Collateral Agent and (iii) shall be deposited with the Collateral Agent.

         (c) If the Borrower or any of its Subsidiaries shall fail to maintain
any insurance in accordance with this Section 8.03, or if the Borrower or any of
its Subsidiaries shall fail to so name the Collateral Agent as an additional
insured or loss payee, as the case may be, or so deposit all certificates with
respect thereto, the Administrative Agent and/or the Collateral Agent shall have
the right (but shall be under no obligation) to procure such insurance, and the
Borrower agrees to reimburse the Administrative Agent or the Collateral Agent,
as the case may be, for all costs and expenses of procuring such insurance.

         8.04 PAYMENT OF TAXES. The Borrower will pay and discharge, and will
cause each of its Subsidiaries to pay and discharge, all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits, or
upon any properties belonging to it, prior to the date on which penalties attach
thereto, and all lawful claims for sums that have become due and payable which,
if unpaid, might become a Lien not otherwise permitted under Section 9.03;
PROVIDED that neither the Borrower nor any of its Subsidiaries shall be required
to pay any such tax, assessment, charge, levy or claim which is being contested
in good faith and by proper proceedings if it has maintained adequate reserves
with respect thereto in accordance with GAAP.

         8.05 EXISTENCES AND FRANCHISES. The Borrower will do, and will cause
each of its Subsidiaries to do, or cause to be done, all things necessary to
preserve and keep in full force and effect its existence and its material
rights, franchises, authority to do business, licenses, certifications,
accreditations, trademarks, copyrights and patents; PROVIDED, HOWEVER, that (i)
any transaction permitted by Section 9.02 will not constitute a breach of this
Section 8.05 and (ii) nothing in this Section 8.05 shall prevent (x) the loss by
the Borrower or any of its Subsidiaries of its qualification as a foreign
corporation, partnership or limited liability company in any jurisdiction or (y)
the loss by the Borrower or any of its Subsidiaries of any of their respective
franchises, licenses, certifications, accreditations, trademarks, copyrights or
patents, to the extent that the effect of any such losses of the type described
in clause (x) above and this clause (y) could not, either individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

         8.06 COMPLIANCE WITH STATUTES; ETC. The Borrower will, and will cause
each of its Subsidiaries to, comply with all applicable statutes, regulations
and orders of, and all applicable restrictions imposed by, all governmental
bodies, domestic or foreign, in respect of the conduct



                                      -65-
<PAGE>

of its business and the ownership of its property except for such noncompliance
as could not, either individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.

         8.07 COMPLIANCE WITH ENVIRONMENTAL LAWS. (a) (i) The Borrower will
comply, and will cause each of its Subsidiaries to comply, with all
Environmental Laws applicable to the ownership or use of its Real Property now
or hereafter owned, leased or operated by the Borrower or any of its
Subsidiaries, will promptly pay or cause to be paid all costs and expenses
incurred in connection with such compliance, and will keep or cause to be kept
all such Real Property free and clear of any Liens imposed pursuant to such
Environmental Laws and (ii) neither the Borrower nor any of its Subsidiaries
will generate, use, treat, store, Release or dispose of, or permit the
generation, use, treatment, storage, release or disposal of, Hazardous Materials
on any Real Property owned, leased or operated by the Borrower or any of its
Subsidiaries, or transport or permit the transportation of Hazardous Materials
to or from any such Real Property, unless the failure to comply with the
requirements specified in clause (i) or (ii) above, either individually or in
the aggregate, could not reasonably be expected to have a Material Adverse
Effect. If the Borrower or any of its Subsidiaries, or any tenant or occupant of
any Real Property owned, leased or operated by the Borrower or any of its
Subsidiaries, cause or permit any intentional or unintentional act or omission
resulting in the presence or Release of any Hazardous Material (except in
compliance with applicable Environmental Laws), the Borrower agrees to
undertake, and/or to cause any of its Subsidiaries, tenants or occupants to
undertake, at their sole expense, any clean up, removal, remedial or other
action required pursuant to Environmental Laws to remove and clean up any
Hazardous Materials from any Real Property except where the failure to do so,
either individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect; PROVIDED that neither the Borrower nor any of
its Subsidiaries shall be required to comply with any such order or directive
which is being contested in good faith and by proper proceedings so long as it
has maintained adequate reserves with respect to such compliance to the extent
required in accordance with GAAP.

         (b) At the written request of the Administrative Agent or the Required
Lenders, which request shall specify in reasonable detail the basis therefor, at
any time and from time to time, the Borrower will provide, at its sole cost and
expense, an environmental site assessment report concerning any Real Property
now or hereafter owned, leased or operated by the Borrower or any of its
Subsidiaries, prepared by an environmental consulting firm approved by the
Administrative Agent, which approval shall not be unreasonably withheld,
addressing the matters in clause (i), (ii) or (iii) below which gives rise to
such request (or, in the case of a request pursuant to following clause (i),
addressing such matter as may be requested by the Administrative Agent or the
Required Lenders) and estimating the range of the potential costs of any
removal, remedial or other corrective action in connection with any such matter,
provided that in no event shall such request be made unless (i) an Event of
Default has occurred and is continuing, (ii) the Lenders receive notice under
Section 8.01(h) for any event for which notice is required to be delivered for
any such Real Property or (iii) the Administrative Agent or the Required Lenders
reasonably believe that there was a breach of any representation, warranty or
covenant contained in Section 7.18 or 8.07(a). If the Borrower fails to provide
the same within 60 days after such request was made, the Administrative Agent
may order the same, and the Borrower shall grant and hereby grants, to the
Administrative Agent and the Lenders and their



                                      -66-
<PAGE>

agents access to such Real Property and specifically grants, the Administrative
Agent and the Lenders and their agents an irrevocable non-exclusive license,
subject to the rights of tenants, to undertake such an assessment, all at the
Borrower's expense.

         8.08 ERISA. (a) As soon as possible and, in any event, within ten (10)
days after the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate
knows or has reason to know of the occurrence of any of the following, the
Borrower will deliver to each of the Lenders a certificate of the chief
financial officer or other Authorized Officer of the Borrower setting forth in
reasonable detail information as to such occurrence and the action, if any, that
the Borrower, such Subsidiary or such ERISA Affiliate is required or proposes to
take, together with any notices required or proposed to be given to or filed by
the Borrower, such Subsidiary, the Plan administrator or such ERISA Affiliate to
or with, the PBGC or any other governmental agency, or a Plan or Multiemployer
Plan participant, and any notices received by the Borrower, such Subsidiary or
such ERISA Affiliate from the PBGC or other governmental agency or a Plan or
Multiemployer Plan participant or the Plan administrator with respect thereto:
that a Reportable Event has occurred (except to the extent that the Borrower has
previously delivered to the Lenders a certificate and notices (if any)
concerning such event pursuant to the next clause hereof); that a contributing
sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title
IV of ERISA is subject to the advance reporting requirement of PBGC Regulation
Section 4043.61 (without regard to subparagraph (b)(1) thereof), and an event
described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation
Section 4043 is reasonably expected to occur with respect to such Plan within
the following 30 days; that an accumulated funding deficiency, within the
meaning of Section 412 of the Code or Section 302 of ERISA, has been incurred or
an application is reasonably likely to be or has been made for a waiver or
modification of the minimum funding standard (including any required installment
payments) or an extension of any amortization period under Section 412 of the
Code or Section 303 or 304 of ERISA with respect to a Plan; that any
contribution required to be made by the Borrower or any Subsidiary of the
Borrower with respect to a Plan or Multiemployer Plan or Foreign Pension Plan
has not been timely made; that a Plan or Multiemployer Plan has been or is
reasonably likely to be terminated, reorganized, partitioned or declared
insolvent under Title IV of ERISA; that the PBGC has requested orally or in
writing that the Borrower or any Subsidiary of the Borrower or any ERISA
Affiliate post a bond or furnish security to the PBGC or make additional
contributions to a Plan on account of a Reportable Event which has occurred with
respect to a Plan; or the PBGC has notified the Borrower or any Subsidiary of
the Borrower or any ERISA Affiliate orally or in writing that the PBGC intends
to take any action as a result of a Reportable Event that, either individually
or in the aggregate, could reasonably be expected to have a Material Adverse
Effect; that a Plan has an Unfunded Current Liability which, when added to the
aggregate amount of Unfunded Current Liabilities with respect to all other
Plans, exceeds the aggregate amount of such Unfunded Current Liabilities that
existed on the Initial Borrowing Date by $1,000,000; that proceedings are
reasonably likely to be or have been instituted to terminate or appoint a
trustee to administer a Plan which is subject to Title IV of ERISA; that a
proceeding has been instituted pursuant to Section 515 of ERISA to collect a
delinquent contribution to a Plan or Multiemployer Plan; that the Borrower, any
Subsidiary of the Borrower or any ERISA Affiliate will or is reasonably likely
to incur any material liability (including any indirect, contingent, or
secondary liability) to or on account of the termination of



                                      -67-
<PAGE>

or withdrawal from a Plan or Multiemployer plan under Section 4062, 4063, 4064,
4069, 4201, 4204 or 4212 of ERISA or the Borrower, any Subsidiary of the
Borrower or any ERISA Affiliate will incur any material liability with respect
to a Plan or Multiemployer Plan under Section 401(a)(29), 4971, 4975 or 4980 of
the Code or Section 409 or 502(i) or 502(l) of ERISA or with respect to a group
health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the
Code) under Section 4980B of the Code; or that the Borrower or any Subsidiary of
the Borrower is reasonably likely to incur any material liability pursuant to
any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that
provides benefits to retired employees or other former employees (other than as
required by Section 601 of ERISA) or any Plan or any Foreign Pension Plan in
addition to the liabilities that existed on the Initial Borrowing Date pursuant
to any such plan or plans.

         (b) The Borrower will deliver to each of the Lenders copies of any
records, documents or other information that must be furnished to the PBGC with
respect to any Plan pursuant to Section 4010 of ERISA. Upon the request of the
Administrative Agent, the Borrower will also deliver to each of the Lenders a
complete copy of the annual report (on Internal Revenue Service Form
5500-series) of each Plan (including, to the extent required, the related
financial and actuarial statements and opinions and other supporting statements,
certifications, schedules and information) required to be filed with the
Internal Revenue Service. In addition to any certificates, notices, annual
reports and other information delivered to the Lenders pursuant to the first and
second sentences of this paragraph, any material notices received by the
Borrower, any Subsidiary of the Borrower or any ERISA Affiliate with respect to
any Plan, Multiemployer Plan or Foreign Pension Plan from any government agency
or plan administrator or sponsor or trustee, shall be delivered to the Lenders
no later than ten (10) days after such records, documents or information is
furnished to the PBGC or such notice has been received by the Borrower, such
Subsidiary or such ERISA Affiliate, as applicable. The Borrower and each of its
applicable Subsidiaries shall insure that all Foreign Pension Plans administered
by it or into which it makes payments obtains or retains (as applicable)
registered status under and as required by applicable law and is administered in
a timely manner in all respects in compliance with all applicable laws.

         8.09 GOOD REPAIR. The Borrower will, and will cause each of its
Subsidiaries to, ensure that its material properties and equipment used in its
business are kept in good repair, working order and condition, and that from
time to time there are made in such properties and equipment all needful and
proper repairs, renewals, replacements, extensions, additions, betterments and
improvements thereto, to the extent and in the manner customary for companies in
similar businesses.

         8.10 END OF FISCAL YEARS; FISCAL QUARTERS. The Borrower will, for
financial reporting purposes, cause (i) each of its, and each of its
Subsidiaries', fiscal years to end on December 31 of each year and (ii) each of
its and its Subsidiaries' fiscal quarters to end on dates which are consistent
with a fiscal year end as provided above and the Borrower's practice as in
effect on the Initial Borrowing Date.



                                      -68-
<PAGE>

         8.11 ADDITIONAL SECURITY; FURTHER ASSURANCES. (a) The Borrower will,
and will cause each of its Domestic Subsidiaries (and, to the extent Section
8.12 is operative, each of its Foreign Subsidiaries) to, grant to the Collateral
Agent security interests in such personal property of the Borrower and its
Subsidiaries as are not covered by the original Security Documents, and as may
be requested from time to time by the Administrative Agent or the Required
Lenders (collectively, the "Additional Security Documents"). All such security
interests shall be granted pursuant to documentation reasonably satisfactory in
form and substance to the Administrative Agent, in each case constituting valid
and enforceable perfected security interests superior to and prior to the rights
of all third Persons and subject to no other Liens except for Permitted Liens.
The Additional Security Documents or instruments related thereto shall have been
duly recorded or filed in such manner and in such places as are required by law
to establish, perfect, preserve and protect the Liens in favor of the Collateral
Agent required to be granted pursuant to the Additional Security Documents and
all taxes, fees and other charges payable in connection therewith shall have
been paid in full.

         (b) The Borrower will, and will cause each of its Domestic Subsidiaries
(and, to the extent Section 8.12 is operative, each of its Foreign Subsidiaries)
to, at the expense of the Borrower, make, execute, endorse, acknowledge, file
and/or deliver to the Collateral Agent from time to time such vouchers,
invoices, schedules, confirmatory assignments, conveyances, financing
statements, transfer endorsements, powers of attorney, certificates and other
assurances or instruments and take such further steps relating to the Collateral
covered by any of the Security Documents as the Collateral Agent may reasonably
require. Furthermore, the Borrower will cause to be delivered to the Collateral
Agent such opinions of counsel and other related documents as may be reasonably
requested by the Administrative Agent to assure themselves that this Section
8.11 has been complied with.

         (c) Each of the Credit Parties agrees that each action required above
by this Section 8.11 shall be completed as soon as reasonably possible, but in
no event later than 90 days after such action is requested to be taken by the
Administrative Agent, the Required Lenders or the Collateral Agent.

         8.12 FOREIGN SUBSIDIARIES SECURITY. If following a change in the
relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or promulgated thereunder, counsel for the
Borrower reasonably acceptable to the Administrative Agent does not within 30
days after a request from the Administrative Agent or the Required Lenders
deliver evidence, in form and substance mutually satisfactory to the
Administrative Agent and the Borrower, with respect to any Foreign Subsidiary of
the Borrower which has not already had all of its stock pledged pursuant to the
Pledge Agreement that (i) a pledge of 66-2/3% or more of the total combined
voting power of all classes of capital stock of such Foreign Subsidiary entitled
to vote, (ii) the entering into by such Foreign Subsidiary of a security
agreement in substantially the form of the Security Agreement and (iii) the
entering into by such Foreign Subsidiary of a guaranty in substantially the form
of the Subsidiaries Guaranty, in any such case could reasonably be expected to
cause (I) any undistributed earnings of such Foreign Subsidiary as determined
for Federal income tax purposes to be treated as a deemed dividend to such
Foreign Subsidiary's United States parent for Federal income tax purposes or
(II) other



                                      -69-
<PAGE>

Federal income tax consequences to the Credit Parties having a Material Adverse
Effect, then in the case of a failure to deliver the evidence described in
clause (i) above, that portion of such Foreign Subsidiary's outstanding capital
stock not theretofore pledged pursuant to the Pledge Agreement shall be pledged
to the Collateral Agent for the benefit of the Secured Creditors pursuant to the
Pledge Agreement (or another pledge agreement in substantially similar form, if
needed), and in the case of a failure to deliver the evidence described in
clause (ii) above, such Foreign Subsidiary shall execute and deliver the
Security Agreement and Pledge Agreement (or another security agreement or pledge
agreement in substantially similar form, if needed), granting the Secured
Creditors a security interest in all of such Foreign Subsidiary's assets and
securing the Obligations of the Borrower under the Credit Documents and under
any Interest Rate Protection Agreement or Other Hedging Agreement and, in the
event the Subsidiaries Guaranty shall have been executed by such Foreign
Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the
case of a failure to deliver the evidence described in clause (iii) above, such
Foreign Subsidiary shall execute and deliver the Subsidiaries Guaranty (or
another guaranty in substantially similar form, if needed), guaranteeing the
Obligations of the Borrower under the Credit Documents and under any Interest
Rate Protection Agreement or Other Hedging Agreement, in each case to the extent
that the entering into such Security Agreement or Subsidiaries Guaranty is
permitted by the laws of the respective foreign jurisdiction and with all
documents delivered pursuant to this Section 8.12 to be in form and substance
reasonably satisfactory to the Administrative Agent.

         8.13 OWNERSHIP OF SUBSIDIARIES. Except to the extent otherwise
expressly consented in writing by the Required Lenders or as otherwise permitted
by Section 9.05(xv) and the definition of Permitted Acquisition, each Credit
Party shall directly or indirectly own 100% of the capital stock or other equity
interests of each of its respective Subsidiaries.

         8.14 PERMITTED ACQUISITIONS. (a) Subject to the provisions of this
Section 8.14 and the requirements contained in the definition of Permitted
Acquisition, the Borrower and the Subsidiary Guarantors may from time to time
effect Permitted Acquisitions, so long as (in each case except to the extent the
Required Lenders otherwise specifically agree in writing in the case of a
specific Permitted Acquisition): (i) no Default or Event of Default shall be in
existence at the time of the consummation of the proposed Permitted Acquisition
or immediately after giving effect thereto; (ii) the Borrower shall have given
the Administrative Agent and the Lenders at least 10 Business Days' prior
written notice of any Permitted Acquisition; (iii) calculations are made by the
Borrower of compliance with the covenants contained in Sections 9.09, 9.10 and
9.11 for the Test Period (taken as one accounting period) most recently ended
prior to the date of such Permitted Acquisition for which financial statements
are available (each, a "Calculation Period"), on a PRO FORMA Basis as if the
respective Permitted Acquisition (as well as all other Permitted Acquisitions
theretofore consummated after the first day of such Calculation Period) had
occurred on the first day of such Calculation Period, and such recalculations
shall show that such financial covenants would have been complied with if the
Permitted Acquisition had occurred on the first day of such Calculation Period;
(iv) the Borrower shall certify, and the Administrative Agent shall have been
satisfied in its reasonable discretion, that the proposed Permitted Acquisition
could not reasonably be expected to result in increased tax, ERISA,
environmental or other contingent liabilities with respect to the Borrower or
any of its Subsidi-



                                      -70-
<PAGE>

aries that, either individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect; (v) all representations and
warranties contained herein and in the other Credit Documents shall be true and
correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of such
Permitted Acquisition (both before and after giving effect thereto), unless
stated to relate to a specific earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of such
earlier date; (vi) the Borrower provides to the Administrative Agent and the
Lenders a copy of any executed purchase agreement or similar agreement with
respect to such Permitted Acquisition; (vii) the aggregate consideration
(including, without limitation, (I) the aggregate principal amount of any
Indebtedness assumed, incurred or issued in connection therewith, (II) the fair
market value (as determined in good faith by the Board of Directors of the
Borrower) of any common stock or Qualified Preferred Stock of the Borrower
issued as part of the purchase price therefor (provided that no Default or Event
of Default under Section 10.10 would result therefrom) and (III) the aggregate
amount paid and reasonably expected to be paid pursuant to any earn-out,
non-compete or deferred compensation or purchase price arrangements in
connection therewith) paid in respect of all Permitted Acquisitions shall not
exceed $125,000,000, of which up to, but no more than, $40,000,000 may be used
to make Permitted Acquisitions of Persons that, upon the consummation of such
Permitted Acquisition, will become direct Wholly-Owned Foreign Subsidiaries of
the Borrower; (viii) in respect of any Permitted Acquisition consummated (I) on
or prior to June 16, 2001, (A) at least 25% of the aggregate consideration paid
therefor shall consist of or shall be funded with new cash equity received by
the Borrower and/or common stock and/or Qualified Preferred Stock issued by the
Borrower and (B) the Total Leverage Ratio as of the last day of the respective
Calculation Period, calculated on a PRO FORMA Basis as if the respective
Permitted Acquisition (as well as all other Permitted Acquisitions theretofore
consummated after the first day of such Calculation Period) had occurred on the
first day of such Calculation Period, shall be less than or equal to the
Borrower's Total Leverage Ratio as in effect immediately prior to such Permitted
Acquisition or (II) after June 16, 2001, if the Total Leverage Ratio as in
effect immediately prior to such Permitted Acquisition is (x) greater than or
equal to 4.00:1.00, then the Total Leverage Ratio as of the last day of the
respective Calculation Period, calculated on a PRO FORMA Basis as if the
respective Permitted Acquisition (as well as all other Permitted Acquisitions
theretofore consummated after the first day of such Calculation Period) had
occurred on the first day of such Calculation Period, shall be less than or
equal to the Total Leverage Ratio as in effect immediately prior to such
Permitted Acquisition, or (y) less than 4.00:1.00, then the Borrower's Total
Leverage Ratio as of the last day of the respective Calculation Period,
calculated on a PRO FORMA Basis as if the respective Permitted Acquisition (as
well as all other Permitted Acquisitions theretofore consummated after the first
day of such Calculation Period) had occurred on the first day of such
Calculation Period, shall be equal to or less than the lesser of (A) 4.00:1.00
and (B) the maximum Total Leverage Ratio required at such time so that no Event
of Default then would exist under Section 9.11; (ix) if any proceeds of
Revolving Loans and/or Swingline Loans are used to pay any part of the purchase
price for such Permitted Acquisition or any fees or expenses incurred in
connection therewith, after giving effect to such Permitted Acquisition (and all
payments to be made in connection therewith), the Total Unutilized Revolving
Loan Commitment shall equal or exceed (I) $20,000,000, if such Permitted
Acquisition is consummated between December 1 of any year and January 31 of the
following year, (II)



                                      -71-
<PAGE>

$15,000,000, if such Permitted Acquisition is consummated between either October
1 and November 31 of any year or February 1 and March 31 of any year, or (III)
$10,000,000, if such Permitted Acquisition is consummated between April 1 and
September 30 of any year; (x) the Borrower shall have delivered to the
Administrative Agent an officer's certificate executed by an Authorized Officer
of the Borrower, certifying to the best of such officer's knowledge, compliance
with the requirements of preceding clauses (i) through (v), inclusive, (vii),
(viii) and (ix), and containing the calculations (in reasonable detail) (A)
required by the preceding clauses (iii), (vii), (viii) and (ix) and (B)
necessary to establish the Acquired EBITDA of the Acquired Entity or Business
acquired pursuant to each Permitted Acquisition for the most recently ended 12
month period for which financial statements are available for such Acquired
Entity or Business, which calculations shall be reasonably approved by the
Administrative Agent; and (xi) if the aggregate consideration paid in respect of
any Permitted Acquisition is greater than or equal to $35,000,000, the Borrower
shall provide to the Administrative Agent and the Lenders at least 10 Business
Days prior to the consummation of any such Permitted Acquisition an audited
consolidated balance sheet, together with the related audited consolidated
statements of income, cash flows and shareholders' equity for the respective
Acquired Entity or Business for either the most recently ended fiscal year or
latest twelve months of such Acquired Entity or Business for which financial
statements are available, which financial statements shall have been certified
by independent certified public accountants of recognized standing.

         (b) In addition to the Permitted Acquisitions permitted pursuant to
Section 8.14(a), the Borrower or a Subsidiary Guarantor may consummate the
Conspec Acquisition on or prior to the Conspec Acquisition Termination Date on
the terms and conditions set forth in the Conspec Share Purchase Agreement and
Section 5B (it being agreed that, in any event, the aggregate purchase price for
the Conspec Acquisition (including any and all fees and expenses incurred after
May 23, 2000 in connection therewith) shall not exceed $23,500,000 (plus up to a
$3,500,000 post-closing working capital adjustment as provided in the Conspec
Share Purchase Agreement)), provided that the Borrower shall nevertheless be
required to satisfy each of the requirements of clauses (a)(i) and (a)(v) of
this Section 8.14 with respect to the Conspec Acquisition and, to the extent
that the Conspec Acquisition is consummated after August 16, 2000, also the
requirements in clauses (a)(iii) and (with respect to matters referred to in
such clause (a)(iii)) (a)(x)(A) (it being understood and agreed, however, that
if the Conspec Acquisition is not consummated on or before the Conspec
Acquisition Termination Date, the Conspec Acquisition may thereafter be
consummated only if same can then be consummated as a Permitted Acquisition
satisfying all of the requirements under Section 8.14(a)).

         (c) At the time of each Permitted Acquisition involving the creation or
acquisition of a Subsidiary, or the acquisition of capital stock or other equity
interests of any Person, all capital stock or other equity interests thereof
created or acquired in connection with such Permitted Acquisition shall be
pledged for the benefit of the Secured Creditors pursuant to (and to the extent
required by) the Pledge Agreement.

         (d) The Borrower shall cause each Domestic Subsidiary (and, to the
extent Section 8.12 is operative, each Foreign Subsidiary) which is formed to
effect, or is acquired pursuant to, a Permitted Acquisition to comply with, and
to execute and deliver, all of the



                                      -72-
<PAGE>

documentation required by, Sections 8.11 and 9.15, to the satisfaction of the
Administrative Agent.

         (e) The consummation of each Permitted Acquisition shall be deemed to
be a representation and warranty by the Borrower that the certifications by the
Borrower (or by one or more of its Authorized Officers) pursuant to Sections
8.14(a) and/or (b) are true and correct and that all conditions thereto have
been satisfied and that same is permitted in accordance with the terms of this
Agreement, which representation and warranty shall be deemed to be a
representation and warranty for all purposes hereunder, including, without
limitation, Sections 6 and 10.

         8.15 MAINTENANCE OF CORPORATE SEPARATENESS. The Borrower will, and will
cause each of its Subsidiaries to, satisfy customary corporate formalities,
including the holding of regular board of directors' and shareholders' meetings
or action by directors or shareholders without a meeting and the maintenance of
corporate offices and records. Neither the Borrower nor any of its Subsidiaries
shall take any action, or conduct its affairs in a manner, which is likely to
result in the corporate existence of the Borrower or any of its Subsidiaries
being ignored, or in the assets and liabilities of the Borrower or any of its
Subsidiaries being substantively consolidated with those of any other such
Person in a bankruptcy, reorganization or other insolvency proceeding.

         8.16 PERFORMANCE OF OBLIGATIONS. The Borrower will, and will cause each
of its Subsidiaries to, perform all of its obligations under the terms of each
mortgage, deed of trust, indenture, loan agreement or credit agreement and each
other material agreement, contract or instrument by which it is bound, except
such non-performances as could not, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

         8.17 USE OF PROCEEDS. All proceeds of the Loans shall be used as
provided in Section 7.05.

         SECTION 9. NEGATIVE COVENANTS. The Borrower hereby covenants and agrees
that as of the Effective Date and thereafter for so long as this Agreement is in
effect and until the Total Commitment has terminated, no Letters of Credit or
Notes are outstanding and the Loans, together with interest, Fees and all other
Obligations (other than any indemnities described in Section 13.13 which are not
then due and payable) incurred hereunder, are paid in full:

         9.01 CHANGES IN BUSINESS. The Borrower and its Subsidiaries will not
engage in any business other than the businesses in which they are engaged in as
of the Effective Date and activities directly related thereto, and similar or
related businesses.

         9.02 CONSOLIDATION; MERGER; SALE OR PURCHASE OF ASSETS; ETC. The
Borrower will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs or enter into any transaction of merger or
consolidation, or convey, sell, lease or otherwise dispose of all or any part of
its property or assets



                                      -73-
<PAGE>

(other than sales of inventory in the ordinary course of business and sales,
leases and rentals of Rental Equipment in the ordinary course of business), or
enter into any partnerships, joint ventures or sale-leaseback transactions, or
purchase or otherwise acquire (in one or a series of related transactions) any
part of the property or assets (other than purchases or other acquisitions of
inventory, materials and equipment in the ordinary course of business) of any
Person or agree to do any of the foregoing at any future time, except that the
following shall be permitted:

                  (i) the Borrower and its Subsidiaries may, as lessee, enter
         into operating leases in the ordinary course of business with respect
         to real or personal property;

                  (ii) Capital Expenditures by the Borrower and its Subsidiaries
         to the extent not in violation of Section 9.08;

                  (iii) Investments permitted pursuant to Section 9.05;

                  (iv) the Borrower and its Subsidiaries may, in the ordinary
         course of business, sell or otherwise dispose of assets (excluding
         capital stock and other equity interests of Subsidiaries) which, in the
         reasonable opinion of such Person, are obsolete, uneconomic or
         worn-out;

                  (v) the Borrower and its Subsidiaries may sell assets (other
         than the capital stock and other equity interests of any Subsidiary),
         so long as (v) no Default or Event of Default then exists or would
         result therefrom, (w) each such sale is in an arm's-length transaction
         and the Borrower or the respective Subsidiary receives at least fair
         market value (as determined in good faith by the Borrower or such
         Subsidiary, as the case may be), (x) the total consideration received
         by the Borrower or such Subsidiary is at least 80% cash and is paid at
         the time of the closing of such sale, (y) the Net Sale Proceeds
         therefrom are applied and/or reinvested as (and to the extent) required
         by Section 4.02(e) and (z) the aggregate amount of the proceeds
         received from all assets sold pursuant to this clause (v) shall not
         exceed $3,000,000 in any fiscal year of the Borrower;

                  (vi) the Borrower and its Subsidiaries may sell or discount,
         in each case without recourse and in the ordinary course of business,
         accounts receivable arising in the ordinary course of business, but
         only in connection with the compromise or collection thereof and not as
         part of any financing transaction;

                  (vii) the Borrower and its Subsidiaries may grant leases or
         subleases to other Persons not materially interfering with the conduct
         of the business of the Borrower or any of its Subsidiaries;

                  (viii) any Subsidiary of the Borrower may transfer assets to
         the Borrower or to any Wholly-Owned Domestic Subsidiary of the Borrower
         which is a Subsidiary Guarantor, so long as the security interests
         granted to the Collateral Agent for the benefit of the Secured
         Creditors pursuant to the Security Documents in the assets so
         transferred shall remain in full force and effect and perfected (to at
         least the same extent as in effect immediately prior to such transfer);

                  (ix) any Subsidiary of the Borrower may merge with and into,
         or be dissolved or liquidated into, the Borrower or any Wholly-Owned
         Domestic Subsidiary of the



                                      -74-
<PAGE>

         Borrower which is a Subsidiary Guarantor, so long as (i) in the case of
         any such merger, dissolution or liquidation involving the Borrower, the
         Borrower is the surviving corporation of any such merger, dissolution
         or liquidation, (ii) in all other cases, the Wholly-Owned Domestic
         Subsidiary which is a Subsidiary Guarantor is the surviving corporation
         of any such merger, dissolution or liquidation and (iii) in all cases,
         the security interests granted to the Collateral Agent for the benefit
         of the Secured Creditors pursuant to the Security Documents in the
         assets of such Subsidiary shall remain in full force and effect and
         perfected (to at least the same extent as in effect immediately prior
         to such merger, dissolution or liquidation);

                  (x) any Foreign Subsidiary of the Borrower may transfer assets
         to any Wholly-Owned Foreign Subsidiary of the Borrower;

                  (xi) any Foreign Subsidiary of the Borrower may be merged with
         and into any Wholly-Owned Foreign Subsidiary of the Borrower so long as
         the surviving corporation of such merger is a Wholly-Owned Foreign
         Subsidiary of the Borrower;

                  (xii) the Borrower and its Subsidiaries may sell or exchange
         specific items of equipment, so long as the purpose of each such sale
         or exchange is to acquire (and results within 90 days of such sale or
         exchange in the acquisition of) replacement items of equipment which
         are the functional equivalent of the item of equipment so sold or
         exchanged;

                  (xiii) the Borrower and the Subsidiary Guarantors shall be
         permitted to make Permitted Acquisitions in accordance with the
         applicable requirements of Section 8.14; and

                  (xiv) the Recapitalization shall be permitted.

To the extent the Required Lenders waive the provisions of this Section 9.02
with respect to the sale or other disposition of any Collateral, or any
Collateral is sold or otherwise disposed of as permitted by this Section 9.02,
such Collateral (unless transferred to the Borrower or a Subsidiary thereof)
shall be sold or otherwise disposed of free and clear of the Liens created by
the Security Documents and the Administrative Agent shall take such actions
(including, without limitation, directing the Collateral Agent to take such
actions) as are appropriate in connection therewith.

         9.03 LIENS. The Borrower will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets of any kind (real or personal, tangible or
intangible) of the Borrower or any of its Subsidiaries, whether now owned or
hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
or assets (including sales of accounts receivable or notes with recourse to the
Borrower or any of its Subsidiaries) or assign any right to receive income,
except for the following (collectively, the "Permitted Liens"):



                                      -75-
<PAGE>

                  (i) inchoate Liens for taxes, assessments or governmental
         charges or levies not yet due and payable or Liens for taxes,
         assessments or governmental charges or levies being contested in good
         faith and by appropriate proceedings for which adequate reserves have
         been established in accordance with GAAP;

                  (ii) Liens in respect of property or assets of the Borrower or
         any of its Subsidiaries imposed by law which were incurred in the
         ordinary course of business and which have not arisen to secure
         Indebtedness for borrowed money, such as carriers', warehousemen's and
         mechanics' Liens, statutory landlord's Liens, and other similar Liens
         arising in the ordinary course of business, and which either (x) do not
         in the aggregate materially detract from the value of such property or
         assets or materially impair the use thereof in the operation of the
         business of the Borrower or any of its Subsidiaries or (y) are being
         contested in good faith by appropriate proceedings, which proceedings
         have the effect of preventing the forfeiture or sale of the property or
         asset subject to such Lien;

                  (iii) Liens created by or pursuant to this Agreement and the
         Security Documents;

                  (iv) Liens in existence on the Initial Borrowing Date which
         are listed, and the property subject thereto described, in Annex VIII,
         without giving effect to any extensions or renewals thereof except to
         the extent expressly permitted by Annex VIII, PROVIDED that (x) the
         aggregate principal amount of the Indebtedness, if any, secured by such
         Liens does not increase from that amount outstanding at the time of any
         such renewal, replacement or extension and (y) any such renewal,
         replacement or extension does not encumber any additional assets or
         properties of the Borrower or any of its Subsidiaries;

                  (v) Liens arising from judgments, decrees or attachments in
         circumstances not constituting an Event of Default under Section 10.09,
         PROVIDED that no cash or other property shall be pledged by the
         Borrower or any of its Subsidiaries as security therefor;

                  (vi) Liens (other than any Lien imposed by ERISA) (x) incurred
         or deposits made in the ordinary course of business of the Borrower and
         its Subsidiaries in connection with workers' compensation, unemployment
         insurance and other types of social security, (y) to secure the
         performance by the Borrower and its Subsidiaries of tenders, statutory
         obligations (other than excise taxes), surety, stay and customs bonds,
         statutory bonds, bids, leases, government contracts, trade contracts,
         performance and return of money bonds and other similar obligations
         (exclusive of obligations for the payment of borrowed money) or (z) to
         secure the performance by the Borrower and its Subsidiaries of leases
         of Real Property, to the extent incurred or made in the ordinary course
         of business consistent with past practices, PROVIDED that the aggregate
         amount of deposits at any time pursuant to preceding sub-clause (y) and
         sub-clause (z) shall not exceed $2,500,000 in the aggregate;

                  (vii) licenses, leases or subleases granted to third Persons
         in the ordinary course of business not interfering in any material
         respect with the business of the Borrower or any of its Subsidiaries;



                                      -76-
<PAGE>

                  (viii) easements, rights-of-way, restrictions (including
         zoning restrictions), minor defects or irregularities in title and
         other similar charges or encumbrances, in each case not securing
         Indebtedness and not interfering in any material respect with the
         ordinary conduct of the business of the Borrower or any of its
         Subsidiaries;

                  (ix) Liens arising from precautionary UCC financing statements
         regarding operating leases;

                  (x) Liens created pursuant to Capital Leases permitted
         pursuant to Section 9.04(iv), PROVIDED that (x) such Liens only serve
         to secure the payment of Indebtedness arising under such Capitalized
         Lease Obligation and (y) the Lien encumbering the asset giving rise to
         the Capitalized Lease Obligation does not encumber any other asset of
         the Borrower or any of its Subsidiaries;

                  (xi) Liens arising pursuant to purchase money mortgages or
         security interests securing Indebtedness representing the purchase
         price (or financing of the purchase price within 30 days after the
         respective purchase) of assets acquired after the Initial Borrowing
         Date, PROVIDED that (i) any such Liens attach only to the assets so
         purchased, (ii) the Indebtedness secured by any such Lien does not
         exceed 100%, nor is less than 80%, of the lesser of the fair market
         value or the purchase price of the property being purchased at the time
         of the incurrence of such Indebtedness and (iii) the Indebtedness
         secured thereby is permitted to be incurred pursuant to Section
         9.04(iv);

                  (xii) Liens on property or assets acquired pursuant to a
         Permitted Acquisition, or on property or assets of a Subsidiary of the
         Borrower in existence at the time such Subsidiary is acquired pursuant
         to a Permitted Acquisition, PROVIDED that (i) any Indebtedness that is
         secured by such Liens is permitted to exist under Section 9.04(vi), and
         (ii) such Liens are not incurred in connection with, or in
         contemplation or anticipation of, such Permitted Acquisition and do not
         attach to any other asset of the Borrower or any of its Subsidiaries;

                  (xiii) restrictions imposed in the ordinary course of business
         and consistent with past practices on the sale or distribution of
         designated inventory pursuant to agreements with customers under which
         such inventory is consigned by the customer or such inventory is
         designated for sale to one or more customers;

                  (xiv) Liens in favor of customs or revenue authorities arising
         as a matter of law to secure payment of customs duties in connection
         with the importation of goods;

                  (xv) Liens on the assets of a Foreign Subsidiary which is not
         a Subsidiary Guarantor securing Indebtedness incurred by such Foreign
         Subsidiary in accordance with the terms of Section 9.04; and

                  (xvi) other Liens incidental to the conduct of the business or
         the ownership of the assets of the Borrower or any Subsidiary of the
         Borrower that (x) were not incurred in connection with borrowed money,
         (y) do not encumber any Collateral or any Real



                                      -77-
<PAGE>

         Property owned by the Borrower or any Subsidiary of the Borrower and do
         not in the aggregate materially detract from the value of the assets
         subject thereto or materially impair the use thereof in the operation
         of such business and (z) do not secure obligations in excess of
         $250,000 in the aggregate for all such Liens.

         9.04 INDEBTEDNESS. The Borrower will not, and will not permit any of
its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:

                  (i) Indebtedness incurred pursuant to this Agreement and the
         other Credit Documents;

                  (ii) Existing Indebtedness outstanding on the Initial
         Borrowing Date and listed on Annex VI, without giving effect to any
         subsequent extension, renewal or refinancing thereof except to the
         extent expressly permitted by Annex VI, provided that (x) the aggregate
         principal amount of the Indebtedness to be extended, renewed or
         refinanced does not increase from that amount outstanding at the time
         of any such extension, renewal or refinancing and (y) in no event may
         the Subordinated Debentures be refinanced;

                  (iii) Indebtedness under Interest Rate Protection Agreements
         entered into to protect the Borrower against fluctuations in interest
         rates in respect of Indebtedness otherwise permitted under this
         Agreement;

                  (iv) Capitalized Lease Obligations and Indebtedness of the
         Borrower and its Subsidiaries representing purchase money Indebtedness
         secured by Liens permitted pursuant to Section 9.03(xi), PROVIDED that
         (i) all such Capitalized Lease Obligations are permitted under Section
         9.08 and (ii) the sum of (x) the aggregate Capitalized Lease
         Obligations outstanding at any time plus (y) the aggregate principal
         amount of such purchase money Indebtedness outstanding at such time
         shall not exceed $5,000,000;

                  (v) Indebtedness constituting Intercompany Loans to the extent
         permitted by Section 9.05(vi);

                  (vi) Indebtedness of a Subsidiary acquired pursuant to a
         Permitted Acquisition (or Indebtedness assumed at the time of a
         Permitted Acquisition involving the purchase of an asset or assets
         securing such Indebtedness), PROVIDED that (i) such Indebtedness was
         not incurred in connection with, or in anticipation or contemplation
         of, such Permitted Acquisition and (ii) at the time of such Permitted
         Acquisition, such Indebtedness does not exceed 10% of the total value
         of the assets of the Subsidiary so acquired, or of the assets so
         acquired, as the case may be;

                  (vii) Indebtedness of the Borrower and the Subsidiary
         Guarantors under the Senior Subordinated Notes and the other Senior
         Subordinated Note Documents in an aggregate principal amount not to
         exceed $170,000,000 (as reduced by any repayments of principal
         thereof);



                                      -78-
<PAGE>

                  (viii) Indebtedness of the Borrower under Shareholder
         Subordinated Notes issued pursuant to Section 9.06(ii);

                  (ix) guaranties by the Borrower and the Subsidiary Guarantors
         of each other's Indebtedness to the extent that such Indebtedness is
         otherwise permitted under this Section 9.04 (other than Indebtedness
         (A) permitted under clauses (viii) (which may not be guaranteed by any
         Subsidiary of the Borrower) and (xiv) (which may only be guaranteed in
         accordance with the provisions thereof) of this Section 9.04) and (B)
         in respect of the Subordinated Debentures);

                  (x) 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 so long as such
         Indebtedness is extinguished within three Business Days of the
         incurrence thereof;

                  (xi) Indebtedness in respect of Other Hedging Agreements to
         the extent permitted by Section 9.05(xiv);

                  (xii) Indebtedness of the Borrower or any of its Subsidiaries
         evidenced by completion guarantees, performance bonds and surety bonds
         incurred in the ordinary course of business for purposes of insuring
         the performance of the Borrower or such Subsidiary in an aggregate
         principal amount not to exceed at any time outstanding $2,500,000;

                  (xiii) Indebtedness of the Borrower or any Subsidiary of the
         Borrower arising from agreements of the Borrower or a Subsidiary of the
         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 a
         Subsidiary of the Borrower permitted under this Agreement, 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 the Borrower and its
         Subsidiaries in connection with such disposition;

                  (xiv) so long as no Default or Event of Default then exists or
         would result therefrom, subordinated Indebtedness of the Borrower
         issued to finance a Permitted Acquisition to the extent that such
         subordinated Indebtedness is permitted to be issued at such time
         pursuant to Section 8.14 (which subordinated Indebtedness, if
         guaranteed, may only be guaranteed on a subordinated basis by the
         Subsidiary Guarantors), so long as (i) all of the terms and conditions
         of, and the documentation for, such subordinated Indebtedness (and any
         guaranty thereof) is on substantially similar terms and conditions, and
         evidenced by substantially similar documentation, as the Senior
         Subordinated Notes and the other Senior Subordinated Note Documents or
         is otherwise in form and substance reasonably satisfactory to the
         Administrative Agent and (ii) the aggregate principal amount of all
         such subordinated Indebtedness outstanding any time does not exceed
         $75,000,000 (all



                                      -79-
<PAGE>

         such subordinated Indebtedness issued pursuant to this clause (xiv) is
         referred to as "Additional Subordinated Debt");

                  (xv) unsecured Indebtedness of the Borrower or any of its
         Subsidiaries in the form of earn-out obligations incurred pursuant to a
         Permitted Acquisition consummated in accordance with Section 8.14; and

                  (xvi) so long as no Default or Event of Default then exists or
         would result therefrom, additional Indebtedness of the Borrower and its
         Subsidiaries not otherwise permitted hereunder not exceeding $7,500,000
         in aggregate principal amount at any time outstanding.

         9.05 ADVANCES; INVESTMENTS; LOANS. The Borrower will not, and will not
permit any of its Subsidiaries to, lend money or extend credit or make advances
to any Person, or purchase or acquire any stock, obligations or securities of,
or any other interest in, or make any capital contribution to, any Person, or
purchase or own a futures contract or otherwise become liable for the purchase
or sale of currency or other commodities at a future date in the nature of a
futures contract, or hold any cash or Cash Equivalents (each of the foregoing an
"Investment" and, collectively, "Investments"), except:

                  (i) the Borrower and its Subsidiaries may hold or invest in
         cash and Cash Equivalents;

                  (ii) the Borrower and its Subsidiaries may acquire and hold
         receivables owing to it, if created or acquired in the ordinary course
         of business and payable or dischargeable in accordance with customary
         trade terms (including the dating of receivables) of the Borrower or
         such Subsidiary;

                  (iii) the Borrower and its Subsidiaries may acquire and own
         investments (including debt obligations) received in connection with
         the bankruptcy or reorganization of suppliers and customers and in
         settlement of delinquent obligations of, and other disputes with,
         customers and suppliers arising in the ordinary course of business;

                  (iv) Interest Rate Protection Agreements entered into in
         compliance with Section 9.04(iii) shall be permitted;

                  (v) Investments in existence on the Initial Borrowing Date and
         listed on Annex IX shall be permitted, without giving effect to any
         additions thereto or replacements thereof;

                  (vi) (x) the Borrower may make intercompany loans and advances
         to any Subsidiary Guarantor and (y) any Subsidiary Guarantor may make
         intercompany loans and advances to the Borrower or any other Subsidiary
         Guarantor (loans pursuant to clauses (x) and (y) of this clause (vi)
         collectively, "Intercompany Loans"), PROVIDED that (x) each
         Intercompany Loan shall be evidenced by an Intercompany Note and (y)




                                      -80-
<PAGE>

         each such Intercompany Note shall be pledged to the Collateral Agent
         pursuant to the Pledge Agreement;

                  (vii) loans and advances by the Borrower and its Subsidiaries
         to officers and employees of the Borrower and its Subsidiaries for
         moving, travel and similar expenses and for other bonafide business
         purposes, in each case incurred in the ordinary course of business, in
         an aggregate outstanding principal amount not to exceed $5,000,000 at
         any time (determined without regard to any write-downs or write-offs of
         such loans and advances) shall be permitted;

                  (viii) the Borrower may acquire and hold obligations of one or
         more officers or other employees of the Borrower or any of its
         Subsidiaries in connection with such officers' or employees'
         acquisition of shares of the Borrower's common stock or Qualified
         Preferred Stock, so long as no cash is actually advanced by the
         Borrower or any of its Subsidiaries to such officers or employees in
         connection with the acquisition of any such obligations (collectively,
         "Employee Carry Loans");

                  (ix) the Borrower and the Subsidiary Guarantors may make cash
         equity contributions to their respective Subsidiaries which are
         Subsidiary Guarantors;

                  (x) the Borrower and the Subsidiary Guarantors may make
         Permitted Acquisitions in accordance with the relevant requirements of
         Section 8.14;

                  (xi) the Borrower and its Subsidiaries may own the capital
         stock or other equity interests of their respective Subsidiaries
         created or acquired in accordance with the terms of this Agreement;

                  (xii) the Borrower and the Subsidiary Guarantors may make cash
         Investments in Wholly-Owned Foreign Subsidiaries which are not
         Subsidiary Guarantors not to exceed $1,000,000 in the aggregate in any
         fiscal year of the Borrower (determined without giving effect to any
         write-downs or write-offs thereof), net of any cash repayments to the
         Borrower or any such Subsidiary Guarantor;

                  (xiii) the Borrower and its Subsidiaries may acquire and hold
         non-cash consideration issued by the purchaser of assets in connection
         with a sale of such assets to the extent permitted by Section 9.02(v);

                  (xiv) the Borrower and its Subsidiaries may enter into Other
         Hedging Agreements in the ordinary course of business providing
         protection against fluctuations in currency values in connection with
         the Borrower's or any of its Subsidiaries' operations so long as
         management of the Borrower or such Subsidiary, as the case may be, has
         determined in good faith that the entering into of such Other Hedging
         Agreements are bona fide hedging activities and are not for speculative
         purposes; and

                  (xv) the Borrower and its Subsidiaries may make Investments
         not otherwise permitted by clauses (i) through (xiv) of this Section
         9.05 in an aggregate amount not to



                                      -81-
<PAGE>

         exceed $7,500,000 (determined without regard to any write-downs or
         write-offs thereof), net of cash payments of principal in the case of
         loans and cash equity returns (whether as a dividend or redemption) in
         the case of equity investments.

         9.06 DIVIDENDS; ETC. The Borrower will not, and will not permit any of
its Subsidiaries to, declare or pay any dividends (other than dividends payable
solely in common stock of the Borrower or any such Subsidiary, as the case may
be) or return any capital to, its stockholders, partners or other equity holders
or authorize or make any other distribution, payment or delivery of property or
cash to its stockholders, partners or other equity holders as such, or redeem,
retire, purchase or otherwise acquire, directly or indirectly, for a
consideration, any shares of any class of its capital stock or other equity
interests, now or hereafter outstanding (or any warrants for or options or stock
appreciation rights in respect of any of such shares), or set aside any funds
for any of the foregoing purposes, and the Borrower will not permit any of its
Subsidiaries to purchase or otherwise acquire for consideration any shares of
any class of the capital stock or other equity interests of the Borrower or any
other Subsidiary, as the case may be, now or hereafter outstanding (or any
options or warrants or stock appreciation rights issued by such Person with
respect to its capital stock or other equity interests) (all of the foregoing
"Dividends"), except that:

                  (i) (x) any Subsidiary of the Borrower may pay Dividends to
         the Borrower or any Wholly-Owned Subsidiary of the Borrower and (y) any
         non-Wholly-Owned Subsidiary of the Borrower may pay cash Dividends to
         its shareholders generally so long as the Borrower or its respective
         Subsidiary which owns the equity interest in the Subsidiary paying such
         Dividends receives at least its proportionate share thereof (based upon
         its relative holding of the equity interest in the Subsidiary paying
         such Dividends and taking into account the relative preferences, if
         any, of the various classes of equity interests of such Subsidiary);

                  (ii) the Borrower may redeem or purchase shares of its common
         stock or Qualified Preferred Stock or options to purchase its common
         stock or Qualified Preferred Stock, as the case may be, held by former
         officers or employees of the Borrower or any of its Subsidiaries (or
         corporations owned by former officers or employees) following the
         termination of their employment or pursuant to the repurchase
         provisions of employee stock option or stock purchase agreements or
         other agreements to compensate management employees, PROVIDED that (w)
         the only consideration paid by the Borrower in respect of such
         redemptions and/or purchases shall be the discharge of Employee Carry
         Loans, cash and Shareholder Subordinated Notes, (x) the sum of (I) the
         aggregate amount paid by the Borrower in cash in respect of all such
         redemptions and/or purchases plus (II) the aggregate amount of all cash
         payments made on all Shareholder Subordinated Notes shall not exceed
         $2,500,000 in any fiscal year of the Borrower, PROVIDED that any unused
         amount thereof may be carried forward and utilized for such purposes in
         any succeeding fiscal year of the Borrower (although no more than
         $5,000,000 in the aggregate may be expended in any fiscal year of the
         Borrower pursuant to the foregoing provisions of this clause (x) and
         this proviso), and PROVIDED FURTHER that such amount shall be increased
         by (A) the amount of any net cash proceeds received by the Borrower
         from the sale after the



                                      -82-
<PAGE>

         Initial Borrowing Date of its common stock or Qualified Preferred Stock
         to management employees of the Borrower and its Subsidiaries not
         otherwise required to be applied to the payment of Loans pursuant to
         Section 4.02(g), and (B) by the cash proceeds of any "key-man" life
         insurance policies that are used to make such redemptions or
         repurchases, and (y) at the time of any cash payment permitted to be
         made pursuant to this Section 9.06(ii), including any cash payment
         under a Shareholder Subordinated Note, no Default or Event of Default
         shall then exist or result therefrom;

                  (iii) repurchases of capital stock of the Borrower deemed to
         occur upon the exercise of stock options if such capital stock
         represents a portion of the exercise price thereof shall be permitted
         so long as no cash is otherwise paid or distributed by the Borrower or
         any of its Subsidiaries in connection therewith;

                  (iv) the Borrower may pay Dividends on its Qualified Preferred
         Stock solely through the issuance of additional shares of Qualified
         Preferred Stock but not in cash; and

                  (v) the Recapitalization shall be permitted.

         9.07 TRANSACTIONS WITH AFFILIATES. The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any transaction or series of
transactions with any Affiliate other than on terms and conditions substantially
as favorable to the Borrower or such Subsidiary as would be reasonably expected
to be obtainable by the Borrower or such Subsidiary at the time in a comparable
arm's-length transaction with a Person other than an Affiliate; PROVIDED that
the following shall in any event be permitted:

                  (i) the Transaction;

                  (ii) transactions by the Borrower and its Subsidiaries to the
         extent expressly permitted by Sections 9.02, 9.04, 9.05 and 9.06;

                  (iii) Odyssey may be paid an advisory fee in connection with
         the Transaction on the Initial Borrowing Date in an aggregate amount
         not to exceed $4,000,000;

                  (iv) customary fees may be paid to non-officer directors of
         the Borrower;

                  (v) the Borrower and its Subsidiaries may enter into, and may
         make payments and perform its obligations (including by issuing and
         purchasing stock, making loans and incurring Indebtedness) under
         employment agreements, employee benefit plans, indemnification
         provisions, equity incentive plans and other similar compensatory
         arrangements with officers and directors of the Borrower and its
         Subsidiaries in the ordinary course of business, in each case to the
         extent that such transactions are otherwise permitted by this
         Agreement; and

                  (vi) the Borrower and its Wholly-Owned Subsidiaries may engage
         in any transaction among themselves to the extent otherwise permitted
         under this Agreement.



                                      -83-
<PAGE>

In no event shall any management, consulting or similar fee be paid or payable
by the Borrower or any of its Subsidiaries to any Affiliate (other than the
Borrower) except as specifically provided in clause (iii) of this Section 9.07.

         9.08 CAPITAL EXPENDITURES. (a) The Borrower will not, and will not
permit any of its Subsidiaries to, make any Capital Expenditures, except that
(i) during the period from the Effective Date through and including December 31,
2000, the Borrower and its Subsidiaries may make Capital Expenditures in an
aggregate amount not to exceed the product of (I) 5% of the aggregate amount of
the Borrower's consolidated net sales from operations for its 1999 fiscal year
multiplied by (II) a fraction, the numerator of which is the number of days from
the Effective Date through December 31, 2000 and the denominator of which is
365, and (ii) during any fiscal year of the Borrower thereafter (taken as one
accounting period), the Borrower and its Subsidiaries may make Capital
Expenditures so long as the aggregate amount of such Capital Expenditures does
not exceed 5% of the aggregate amount of the Borrower's consolidated net sales
from operations for its immediately preceding fiscal year (determined on a Pro
Forma Basis for each Permitted Acquisition consummated during such immediately
preceding fiscal year as if same had occurred on the first day of such
immediately preceding fiscal year). Notwithstanding anything to the contrary
contained above in this Section 9.08(a) or in the definition of "Capital
Expenditures," for purposes of this Section 9.08(a), Capital Expenditures made
by the Borrower and its Subsidiaries in any period shall be calculated net of
sales of Rental Equipment by the Borrower and its Subsidiaries during such
period.

         In addition to the foregoing, in each year in which a Permitted
Acquisition is consummated the aggregate amount of Capital Expenditures
permitted to be made in such year shall be increased by an amount equal to the
product of (I) 20% of the Acquired EBITDA of the respective Acquired Entity or
Business acquired in each such Permitted Acquisition for the most recently ended
12-month period for which financial statement are available for such Acquired
Entity or Business (as certified in the respective officer's certificate
delivered pursuant to clause (x) of Section 8.14(a)) multiplied by (II) a
fraction, the numerator of which is the number of days remaining in such fiscal
year and the denominator of which is 365.

         (b) Notwithstanding the foregoing, in the event that the amount of
Capital Expenditures permitted to be made by the Borrower and its Subsidiaries
pursuant to clause (a) above in any fiscal year of the Borrower (before giving
effect to any increase in such permitted Capital Expenditure amount pursuant to
this clause (b)) is greater than the amount of Capital Expenditures actually
made by the Borrower and its Subsidiaries during such fiscal year, such excess
amount may be carried forward and utilized to make Capital Expenditures in
succeeding fiscal years, PROVIDED that in no event shall the Borrower and its
Subsidiaries make aggregate Capital Expenditures in any fiscal year of the
Borrower pursuant to clause (a) above and this clause (b) in excess of 150% of
the permitted Capital Expenditure amount for such fiscal year as set forth in
clause (a) above (without giving effect to any increase in such amount pursuant
to this clause (b)).

         (c) Notwithstanding the foregoing, the Borrower and its Subsidiaries
may make additional Capital Expenditures (which Capital Expenditures will not be
included in any



                                      -84-
<PAGE>

determination under Section 9.08(a)) with the Net Sale Proceeds of Asset Sales
to the extent such proceeds are not required to be applied to repay Term Loans
or reduce the Total Revolving Loan Commitment, the Total Initial A Term Loan
Commitment or the Total Acquisition Loan Commitment pursuant to Sections 4.02(e)
and (j).

         (d) Notwithstanding the foregoing, the Borrower and its Subsidiaries
may make additional Capital Expenditures (which Capital Expenditures will not be
included in any determination under Section 9.08(a)) with the proceeds received
by the Borrower or any of its Subsidiaries from any Recovery Event in accordance
with the reinvestment provisions of Section 4.02(h) to the extent such proceeds
are not required to be applied to repay Term Loans or reduce the Total Revolving
Loan Commitment, the Total Initial A Term Loan Commitment or the Total
Acquisition Loan Commitment pursuant to Sections 4.02(h) and (j).

         (e) Notwithstanding the foregoing, the Borrower and the Subsidiary
Guarantors may make additional Capital Expenditures (which Capital Expenditures
will not be included in any determination under Section 9.08(a)) constituting
Permitted Acquisitions effected in accordance with the applicable requirements
of Section 8.14.

         9.09 MINIMUM CONSOLIDATED EBITDA. The Borrower will not permit
Consolidated EBITDA for any Test Period ending on the last day of a fiscal
quarter of the Borrower set forth below to be less than the respective amount
set forth opposite such fiscal quarter below:

<TABLE>
<CAPTION>
                   Fiscal Quarter
                  Ending Closest to                           Amount
                  -----------------                           ------
<S>                                                         <C>
                 September 30, 2000                         $48,000,000
                 December 31, 2000                          $48,000,000
                 March 31, 2001                             $48,000,000
                 June 30, 2001                              $48,000,000
                 September 30, 2001                         $48,000,000
                 December 31, 2001                          $50,000,000
                 March 31, 2002                             $50,000,000
                 June 30, 2002                              $50,000,000
                 September 30, 2002                         $50,000,000
                 December 31, 2002                          $52,500,000
                 March 31, 2003                             $52,500,000
                 June 30, 2003                              $52,500,000


                                      -86-
<PAGE>

<CAPTION>
                   Fiscal Quarter
                  Ending Closest to                           Amount
                  -----------------                           ------
<S>                                                         <C>
                 September 30, 2003                         $52,500,000
                 December 31, 2003                          $56,200,000
                 March 31, 2004                             $56,200,000
                 June 30, 2004                              $56,200,000
                 September 30, 2004                         $56,200,000
                 December 31, 2004                          $61,500,000
                 March 31, 2005                             $61,500,000
                 June 30, 2005                              $61,500,000




                                      -85-
<PAGE>

<CAPTION>
                   Fiscal Quarter
                  Ending Closest to                           Amount
                  -----------------                           ------
<S>                                                         <C>
                 September 30, 2005                         $61,500,000
                 December 31, 2005                          $67,100,000
                 March 31, 2006                             $67,100,000
                 June 30, 2006                              $67,100,000
                 September 30, 2006                         $67,100,000
                 December 31, 2006                          $72,800,000
                 March 31, 2007 and the last
                 day of each fiscal quarter of
                 the Borrower thereafter                    $77,000,000
</TABLE>

From and after the consummation of any Permitted Acquisition, each of the
amounts set forth above in this Section 9.09 shall be increased by an amount
equal to 80% of the Acquired EBITDA of the respective Acquired Entity or
Business acquired in each such Permitted Acquisition for the most recently ended
12-month period for which financial statements are available for such Acquired
Entity or Business (as certified in the respective officer's certificate
delivered pursuant to clause (x) of Section 8.14(a)), PROVIDED that each of the
amounts set forth above in this Section 9.09 in respect of each Test Period
ending prior to the 12-month anniversary of such Permitted Acquisition shall
only be increased by the product of 80% of such Acquired EBITDA multiplied by a
fraction the numerator of which is the number of days between the date of the
consummation of such Permitted Acquisition and the last day of each such Test
Period and the denominator of which is 365.

         9.10 CONSOLIDATED INTEREST COVERAGE RATIO. The Borrower will not permit
the Consolidated Interest Coverage Ratio for any Test Period ending on the last
day of a fiscal quarter of the Borrower set forth below to be less than the
ratio set forth opposite such fiscal quarter below:

<TABLE>
<CAPTION>
                Fiscal Quarter
               Ending Closest to                             Ratio
               -----------------                             -----
<S>                                                         <C>
               September 30, 2000                           1.70:1.00
               December 31, 2000                            1.70:1.00
               March 31, 2001                               1.70:1.00
               June 30, 2001                                1.70:1.00
               September 30, 2001                           1.70:1.00
               December 31, 2001                            1.75:1.00
               March 31, 2002                               1.75:1.00
               June 30, 2002                                1.75:1.00
               September 30, 2002                           1.75:1.00
               December 31, 2002                            1.85:1.00
               March 31, 2003                               1.85:1.00
               June 30, 2003                                1.85:1.00




                                      -86-
<PAGE>

<CAPTION>
                Fiscal Quarter
               Ending Closest to                             Ratio
               -----------------                             -----
<S>                                                         <C>
               September 30, 2003                           1.85:1.00
               December 31, 2003                            2.10:1.00
               March 31, 2004                               2.10:1.00
               June 30, 2004                                2.10:1.00
               September 30, 2004                           2.10:1.00
               December 31, 2004                            2.30:1.00
               March 31, 2005                               2.30:1.00
               June 30, 2005                                2.30:1.00
               September 30, 2005                           2.30:1.00
               December 31, 2005                            2.30:1.00
               March 31, 2006                               2.30:1.00
               June 30, 2006                                2.30:1.00
               September 30, 2006                           2.30:1.00
               December 31, 2006 and the
               last day of each fiscal quarter
               of the Borrower thereafter                   2.50:1.00
</TABLE>

         9.11 TOTAL LEVERAGE RATIO. The Borrower will not permit the Total
Leverage Ratio on the last day of any fiscal quarter of the Borrower set forth
below to exceed the respective ratio set forth opposite such fiscal quarter
below:

<TABLE>
<CAPTION>
                 Fiscal Quarter
                Ending Closest to                             Ratio
                -----------------                             -----
               September 30, 2000                           5.25:1.00
               December 31, 2000                            5.25:1.00
               March 31, 2001                               5.50:1.00
               June 30, 2001                                5.50:1.00
               September 30, 2001                           5.35:1.00
               December 31, 2001                            5.00:1.00
               March 31, 2002                               5.50:1.00
               June 30, 2002                                5.50:1.00
               September 30, 2002                           5.35:1.00
               December 31, 2002                            5.00:1.00
               March 31, 2003                               5.25:1.00
               June 30, 2003                                5.25:1.00
               September 30, 2003                           5.10:1.00
               December 31, 2003                            4.75:1.00
               March 31, 2004                               5.25:1.00
               June 30, 2004                                5.25:1.00
               September 30, 2004                           5.10:1.00
               December 31, 2004                            4.75:1.00
               March 31, 2005                               5.00:1.00
               June 30, 2005                                5.00:1.00
               September 30, 2005                           4.85:1.00
               December 31, 2005                            4.50:1.00
               March 31, 2006                               4.75:1.00


                                      -87-
<PAGE>

<CAPTION>
                 Fiscal Quarter
                Ending Closest to                             Ratio
                -----------------                             -----
<S>                                                         <C>
               June 30, 2006                                4.75:1.00
               September 30, 2006                           4.60:1.00
               December 31, 2006 and each fiscal
               quarter of the Borrower thereafter           4.25:1.00
</TABLE>

         9.12 LIMITATION ON VOLUNTARY PAYMENTS AND MODIFICATIONS OF
INDEBTEDNESS; MODIFICATIONS OF CERTIFICATE OF INCORPORATION, BY-LAWS AND CERTAIN
OTHER AGREEMENTS ETC. (a) The Borrower will not, and will not permit any of its
Subsidiaries to:

                  (i) make (or give any notice in respect of) any voluntary or
         optional payment or prepayment on or redemption or acquisition for
         value of, or any prepayment or redemption as a result of any asset
         sale, change of control or similar event of (including in each case,
         without limitation, by way of depositing with the trustee with respect
         thereto or any other Person money or securities before due for the
         purpose of paying when due), any Senior Subordinated Notes, any
         Additional Subordinated Debt or the Nash Note;

                  (ii) make (or give any notice in respect of) any voluntary,
         optional or mandatory payment or prepayment on or redemption or
         acquisition for value of (including, in each case, without limitation,
         by way of depositing with any Person money or securities before due for
         the purposes of paying when due), any Shareholder Subordinated Notes or
         make any other payment in respect thereof (whether for principal,
         interest or other amounts) except as otherwise expressly permitted by
         Section 9.06(ii);

                  (iii) amend or modify, or permit the amendment or modification
         of, any provision of any Senior Subordinated Note Document, any
         Shareholder Subordinated Note, any Subordinated Debenture Document, the
         Nash Note or any Additional Subordinated Debt;

                  (iv) amend, modify or change its certificate or articles of
         incorporation (including, without limitation, by the filing or
         modification of any certificate or articles of designation) or by-laws
         (or the equivalent organizational documents) or any agreement entered
         into by it with respect to its capital stock (including any
         Shareholders' Agreement), or enter into any new agreement with respect
         to its capital stock, unless such amendment, modification, change or
         other action contemplated by this clause (iv) could not reasonably be
         expected to be adverse to the interests of the Lenders in any material
         respect; or



                                      -88-
<PAGE>

                  (v) amend, modify or change any provision of (x) any
         Management Agreement, unless such amendment, modification or change
         could not reasonably be expected to be adverse to the interests of the
         Lenders (although no amendment or change may be made to any monetary
         term thereof) or (y) any Tax Allocation Agreement or enter into any new
         tax sharing agreement, tax allocation agreement or similar agreement
         without the prior written consent of the Administrative Agent.

         (b) Neither the Borrower nor any of its Subsidiaries shall designate
any Indebtedness, other than the Obligations, as "Designated Senior Debt" for
purposes of the Senior Subordinated Notes, the other Senior Subordinated Note
Documents and the Additional Subordinated Debt.

         9.13 LIMITATION ON ISSUANCE OF CAPITAL STOCK. (a) The Borrower will
not, and will not permit any of its Subsidiaries to, issue (i) any preferred
stock (or any options, warrants or rights to purchase preferred stock) other
than Qualified Preferred Stock of the Borrower or existing preferred stock of a
wholly-owned subsidiary of the borrower issued only to the Borrower or (ii) any
redeemable common stock (other than common stock that is redeemable at the sole
option of the Borrower or such Subsidiary).

         (b) The Borrower will not permit any of its Subsidiaries to issue any
capital stock (including by way of sales of treasury stock) or any options or
warrants to purchase, or securities convertible into, capital stock, except (i)
for transfers and replacements of then outstanding shares of capital stock, (ii)
for stock splits, stock dividends and additional issuances which do not decrease
the percentage ownership of the Borrower or any of its Subsidiaries in any class
of the capital stock of such Subsidiaries, (iii) to qualify directors to the
extent required by applicable law, (iv) Subsidiaries formed after the Initial
Borrowing Date pursuant to Section 9.15 may issue capital stock in accordance
with the requirements of Section 9.15 and (v) for additional issuances of
capital stock as a result of capital contributions made pursuant to Sections
9.05(ix), (xii) and (xv). All capital stock issued in accordance with this
Section 9.13(b) shall, to the extent required by the Pledge Agreement, be
delivered to the Collateral Agent for pledge pursuant to the Pledge Agreement.

         9.14 LIMITATION ON CERTAIN RESTRICTIONS ON SUBSIDIARIES. The Borrower
will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective,
any encumbrance or restriction on the ability of any such Subsidiary to (x) pay
dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by the Borrower or any of its
Subsidiaries, or pay any Indebtedness owed to the Borrower or a Subsidiary of
the Borrower, (y) make loans or advances to the Borrower or any Subsidiary of
the Borrower or (z) transfer any of its properties or assets to the Borrower or
any of its Subsidiaries, except for such encumbrances or restrictions existing
under or by reason of (i) applicable law, (ii) this Agreement and the other
Credit Documents, (iii) the Senior Subordinated Note Documents and the
Additional Subordinated Debt, (iv) customary provisions restricting subletting
or assignment of any lease governing a leasehold interest of the Borrower or a
Subsidiary



                                      -89-
<PAGE>

of the Borrower, (v) customary provisions restricting assignment of any
licensing agreement entered into by the Borrower or any Subsidiary of the
Borrower in the ordinary course of business and (vi) restrictions on the
transfer of any assets subject to a Lien permitted by Sections 9.03(iv), (x),
(xi), (xii) and (xv).

         9.15 LIMITATION ON THE CREATION OF SUBSIDIARIES AND JOINT VENTURES. (a)
Notwithstanding anything to the contrary contained in this Agreement, the
Borrower will not, and will not permit any of its Subsidiaries to, establish,
create or acquire after the Effective Date any Subsidiary; PROVIDED that the
Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish,
create and, to the extent permitted by Section 8.14, acquire Wholly-Owned
Subsidiaries so long as, in each case, (i) at least 10 Business Days' prior
written notice thereof is given to the Administrative Agent, (ii) the capital
stock or other equity interests of such new Subsidiary is promptly pledged
pursuant to, and to the extent required by, this Agreement and the Pledge
Agreement and the certificates, if any, representing such stock or other equity
interests, together with stock powers duly executed in blank, are delivered to
the Collateral Agent, (iii) such new Subsidiary (other than a Foreign Subsidiary
except to the extent otherwise required pursuant to Section 8.12) promptly
executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and
the Security Agreement, and (iv) to the extent requested by the Administrative
Agent or the Required Lenders, takes all actions required pursuant to Section
8.11. In addition, each new Subsidiary that is required to execute any Credit
Document pursuant to this Section 9.15 shall execute and deliver, or cause to be
executed and delivered, all other relevant documentation of the type described
in Section 5 as such new Subsidiary would have had to deliver if such new
Subsidiary were a Credit Party on the Initial Borrowing Date.

         (b) The Borrower will not, and will not permit any of its Subsidiaries
to, create, establish or acquire any non-Wholly-Owned Subsidiary or otherwise
enter into any partnerships (except to the extent that such partnership is a
Wholly-Owned Subsidiary of the Borrower) or joint ventures, except (in each
case) as otherwise permitted by Section 9.05(xv) or the definition of Permitted
Acquisition; PROVIDED that, in the event of any such creation, establishment or
acquisition of a Subsidiary (other than a Foreign Subsidiary, except to the
extent otherwise required pursuant to Section 8.12) the requirements of clauses
(ii), (iii) and (iv) of Section 9.15(a) shall be complied with.

         SECTION 10. EVENTS OF DEFAULT. Upon the occurrence of any of the
following specified events (each, an "Event of Default"):

         10.01 PAYMENTS. The Borrower shall (i) default in the payment when due
of any principal of the Loans or (ii) default, and such default shall continue
for three or more Business Days, in the payment when due of any Unpaid Drawing,
any interest on the Loans or Unpaid Drawings or any Fees or any other amounts
owing hereunder or under any other Credit Document; or

         10.02 REPRESENTATIONS, ETC. Any representation, warranty or statement
made or deemed made by any Credit Party herein or in any other Credit Document
or in any statement or certificate delivered pursuant hereto or thereto shall
prove to be untrue in any material respect on the date as of which made or
deemed made; or



                                      -90-
<PAGE>

         10.03 COVENANTS. Any Credit Party shall (a) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 8.01(f)(i), 8.10, 8.13, 8.14 or 8.17 or Section 9, or (b) default in the
due performance or observance by it of any term, covenant or agreement (other
than those referred to in Section 10.01, 10.02 or clause (a) of this Section
10.03) contained in this Agreement and such default shall continue unremedied
for a period of at least 30 days after notice to the defaulting party by the
Administrative Agent or the Required Lenders; or

         10.04 DEFAULT UNDER OTHER AGREEMENTS. (a) The Borrower or any of its
Subsidiaries shall (i) default in any payment with respect to any Indebtedness
(other than the Obligations and the Nash Note) beyond the period of grace, if
any, provided in the instrument or agreement under which Indebtedness was
created or (ii) default in the observance or performance of any agreement or
condition relating to any such Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness
(or a trustee or agent on behalf of such holder or holders) to cause, any such
Indebtedness to become due prior to its stated maturity or (b) any Indebtedness
(other than the Obligations and the Nash Note) of the Borrower or any of its
Subsidiaries shall be declared to be due and payable, or shall be required to be
prepaid other than by a regularly scheduled required prepayment or as a
mandatory prepayment (unless such required prepayment or mandatory prepayment
results from a default thereunder or an event of the type that constitutes an
Event of Default), prior to the stated maturity thereof; PROVIDED that it shall
not constitute an Event of Default pursuant to clause (a) or (b) of this Section
10.04 unless the principal amount of any one issue of such Indebtedness, or the
aggregate amount of all such Indebtedness referred to in clauses (a) and (b)
above, equals or exceeds $3,000,000 at any one time; or

         10.05 BANKRUPTCY, ETC. The Borrower or any of its Subsidiaries shall
commence a voluntary case concerning itself under Title 11 of the United States
Code entitled "Bankruptcy," as now or hereafter in effect, or any successor
thereto (the "Bankruptcy Code"); or an involuntary case is commenced against the
Borrower or any of its Subsidiaries and the petition is not controverted within
10 days, or is not dismissed within 60 days, after commencement of the case; or
a custodian (as defined in the Bankruptcy Code) is appointed for, or takes
charge of, all or substantially all of the property of the Borrower or any of
its Subsidiaries; or the Borrower or any of its Subsidiaries commences any other
proceeding under any reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to the Borrower or any
of its Subsidiaries; or there is commenced against the Borrower or any of its
Subsidiaries any such proceeding which remains undismissed for a period of 60
days; or the Borrower or any of its Subsidiaries is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or
proceeding is entered; or the Borrower or any of its Subsidiaries suffers any
appointment of any custodian or the like for it or any substantial part of its
property to continue undischarged or unstayed for a period of 60 days; or the
Borrower or any of its Subsidiaries makes a general assignment for the benefit
of creditors; or any corporate action is taken by the Borrower or any of its
Subsidiaries for the purpose of effecting any of the foregoing; or



                                      -91-
<PAGE>

         10.06 ERISA. (a) Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof under Section 412 of the
Code or Section 302 of ERISA or a waiver of such standard or extension of any
amortization period is sought or granted under Section 412 of the Code or
Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA shall be subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph
(b)(1) thereof) and an event described in subsection .62, .63, .64, .65, .66,
 .67 or .68 of PBGC Regulation Section 4043 shall be reasonably expected to occur
with respect to such Plan within the following 30 days, any Plan which is
subject to Title IV of ERISA shall have had or is likely to have a trustee
appointed to administer such Plan, any Plan which is subject to Title IV of
ERISA is, shall have been or is likely to be terminated or to be the subject of
termination proceedings under ERISA, the PBGC shall have requested orally or in
writing that the Borrower or any Subsidiary of the Borrower or any ERISA
Affiliate post a bond or furnish security to the PBGC or make additional
contributions to a Plan on account of a Reportable Event which has occurred with
respect to a Plan, or the PBGC shall have notified the Borrower or any
Subsidiary of the Borrower or any ERISA Affiliate orally or in writing that the
PBGC intends to take any action as a result of a Reportable Event, any Plan
shall have an Unfunded Current Liability, a contribution required to be made
with respect to a Plan or Multiemployer Plan or a Foreign Pension Plan has not
been timely made, the Borrower or any Subsidiary of the Borrower or any ERISA
Affiliate has incurred or is likely to incur any liability to or on account of a
Plan or Multiemployer Plan under Section 409, 502(i), 502(l), 515, 4062, 4063,
4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of
the Code or on account of a group health plan (as defined in Section 607(1) of
ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code, or
the Borrower or any Subsidiary of the Borrower has incurred or is likely to
incur liabilities pursuant to one or more employee welfare benefit plans (as
defined in Section 3(1) of ERISA) that provide benefits to retired employees or
other former employees (other than as required by Section 601 of ERISA) or Plans
or Foreign Pension Plans, a "default" within the meaning of Section 4219(c)(5)
of ERISA, shall occur with respect to any Plan or Multiemployer Plan, any
applicable law, rule or regulation is adopted, changed or interpreted, or the
interpretation or administration thereof is changed, in each case after the date
hereof, by any governmental authority or agency or by any court (a "Change of
Law"), or, as a result of a Change in Law, an event occurs following a Change in
Law, with respect to or otherwise affecting any Plan or Multiemployer Plan; (b)
there shall result from any such event or events the imposition of a lien, the
granting of a security interest, or a liability or a material risk of incurring
a liability; and (c) such lien, security interest or liability, individually
and/or in the aggregate, in the reasonable opinion of the Required Lenders, has
had, or could reasonably be expected to have, a Material Adverse Effect; or

         10.07 SECURITY DOCUMENTS. (a) Except in each case to the extent
resulting from the failure of the Collateral Agent to retain possession of the
applicable Certificated Securities (as defined in the Pledge Agreement), any
Security Document shall cease to be in full force and effect, or shall cease to
give the Collateral Agent the Liens, rights, powers and privileges purported to
be created thereby in favor of the Collateral Agent, superior to and prior to
the rights of all third Persons (except as



                                      -92-
<PAGE>

permitted by Section 9.03), and subject to no other Liens (except as permitted
by Section 9.03), (b) any Credit Party shall default in the due performance or
observance of any term, covenant or agreement on its part to be performed or
observed pursuant to Section 3.2, 3.3, 5, 15 or 17 of the Pledge Agreement or
Section 2.3, 2.4, 2.5, 2.7, 3.6, 4.2, 4.6, 5.2, 5.6 or 6.1 of the Security
Agreement and such default shall continue unremedied for a period of at least 30
days or (c) any Credit Party shall default in the due performance or observance
of any other term, covenant or agreement on its part to be performed or observed
pursuant to any such Security Document and such default shall continue
unremedied for a period of at least 30 days after notice to the defaulting party
by the Administrative Agent or the Required Lenders; or

         10.08 SUBSIDIARIES GUARANTY. The Subsidiaries Guaranty or any provision
thereof shall cease to be in full force and effect, or any Subsidiary Guarantor
or any Person acting by or on behalf of such Subsidiary Guarantor shall deny or
disaffirm such Subsidiary Guarantor's obligations under the Subsidiaries
Guaranty; or

         10.09 JUDGMENTS. One or more judgments or decrees shall be entered
against the Borrower or any of its Subsidiaries involving a liability (to the
extent not paid or not fully covered by a reputable and solvent insurance
company) of $3,000,000 or more for all such judgments and decrees and all such
judgments or decrees shall not have been vacated, discharged or stayed or bonded
pending appeal within 60 days from the entry thereof; or

         10.10 CHANGE OF CONTROL. A Change of Control shall have occurred;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Lenders, by written notice to the Borrower, take any or
all of the following actions, without prejudice to the rights of the
Administrative Agent or any Lender to enforce its claims against any Subsidiary
Guarantor or the Borrower, except as otherwise specifically provided for in this
Agreement (PROVIDED that if an Event of Default specified in Section 10.05 shall
occur with respect to the Borrower, the result which would occur upon the giving
of written notice by the Administrative Agent as specified in clauses (i) and
(ii) below shall occur automatically without the giving of any such notice): (i)
declare the Total Commitment terminated, whereupon the Commitment of each Lender
shall forthwith terminate immediately and any Commitment Fees shall forthwith
become due and payable without any other notice of any kind; (ii) declare the
principal of and any accrued interest in respect of all Loans and all
Obligations owing hereunder (including Unpaid Drawings) to be, whereupon the
same shall become, forthwith due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower; (iii) enforce, as Collateral Agent (or direct the Collateral Agent to
enforce), any or all of the Liens and security interests created pursuant to the
Security Documents; (iv) terminate any Letter of Credit which may be terminated
in accordance with its terms; (v) direct the Borrower to pay (and the Borrower
hereby agrees upon receipt of such notice, or upon the occurrence of any Event
of Default specified in Section 10.05, to pay) to the Collateral Agent at the
Payment Office such additional amounts of cash, to be held as security for the
Borrower's reimbursement obligations in respect of Letters of Credit then
outstanding, equal to the aggregate Stated Amount of all Letters of Credit then
outstanding; and (vi) apply any cash collateral as provided in Section 4.02.



                                      -93-
<PAGE>

         SECTION 11. DEFINITIONS. As used herein, the following terms shall have
the meanings herein specified unless the context otherwise requires. Defined
terms in this Agreement shall include in the singular number the plural and in
the plural the singular:

         "A Term Loan" shall mean, collectively, each Initial A Term Loan and
each Incremental A Term Loan.

         "A Term Loan Commitment" shall mean, for each Lender, such Lender's
Initial A Term Loan Commitment or Incremental A Term Loan Commitment, as the
case may be.

         "A Term Loan Maturity Date" shall mean June 1, 2006.

         "A Term Loan Percentage" shall mean, at any time, a fraction (expressed
as a percentage), the numerator of which is equal to the aggregate principal
amount of all A Term Loans outstanding at such time, and the denominator of
which is equal to the sum of the aggregate principal amount of all Term Loans
outstanding at such time.

         "A Term Note" shall have the meaning provided in Section 1.05(a).

         "A TL Commitment Fee" shall have the meaning provided in Section
3.01(a)(i).

         "Acquired EBITDA" of any Acquired Entity or Business acquired pursuant
to a Permitted Acquisition shall mean the consolidated "EBITDA" of such Acquired
Entity or Business calculated on a basis consistent with the calculation of
Consolidated EBITDA under this Agreement and reasonably approved by the
Administrative Agent.

         "Acquired Entity or Business" shall have the meaning provided in the
definition of "Permitted Acquisition."

         "Acquisition Loan" shall mean and include each Acquisition Revolving
Loan and each Acquisition Term Loan.

         "Acquisition Loan Borrowing Date" shall mean each date on or after the
Initial Borrowing Date and prior to the Conversion Date on which the Borrower or
any Subsidiary Guarantor consummates a Permitted Acquisition for which all or a
portion of the consideration is to be financed with the proceeds of a Borrowing
of Acquisition Revolving Loans to be made on such date.

         "Acquisition Loan Commitment" shall mean, for each Lender, the amount
set forth opposite such Lender's name on Annex I directly below the column
entitled "Acquisition Loan Commitment," as the same may be (x) reduced or
terminated from time to time pursuant to Sections 3.02, 3.03, 4.02 and/or 10 or
(y) adjusted from time to time as a result of assignments to or from such Lender
pursuant to Section 1.13 or 13.04(b).

         "Acquisition Loan Maturity Date" shall mean June 1, 2006.



                                      -94-
<PAGE>

         "Acquisition Loan Scheduled Repayment" shall have the meaning provided
in Section 4.02(d).

         "Acquisition Note" shall have the meaning provided in Section 1.05(a).

         "Acquisition Revolving Loan" shall have the meaning provided in Section
1.01(h).

         "Acquisition Term Loan" shall have the meaning provided in Section
1.01(i).

         "Acquisition Term Loan Percentage" shall mean, at any time a fraction
(expressed as a percentage), the numerator of which is equal to the aggregate
principal amount of all Acquisition Term Loans outstanding at such time, and the
denominator of which is equal to the sum of the aggregate principal amount of
all Term Loans outstanding at such time.

         "Additional Security Documents" shall have the meaning provided in
Section 8.11(a).

         "Additional Subordinated Debt" shall have the meaning provided in
Section 9.04(xiv).

         "Adjusted Consolidated Net Income" shall mean, for any period,
Consolidated Net Income for such period plus, without duplication, the sum of
the amount of all net non-cash charges (including, without limitation,
depreciation, amortization, deferred tax expense and non-cash interest expense)
and net non-cash losses which were included in arriving at Consolidated Net
Income for such period, less the amount of all net non-cash gains (exclusive of
items reflected in Adjusted Consolidated Working Capital) which were included in
arriving at Consolidated Net Income for such period.

         "Adjusted Consolidated Working Capital" shall mean, at any time,
Consolidated Current Assets (but excluding therefrom all cash, Cash Equivalents
and deferred income taxes to the extent otherwise included therein) less
Consolidated Current Liabilities at such time.

         "Administrative Agent" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to the
Administrative Agent appointed pursuant to Section 12.10.

         "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including, but not limited, to all directors
and officers of such Person), controlled by, or under direct or indirect common
control with such Person; PROVIDED, HOWEVER, that for purposes of Section 9.07,
an Affiliate of the Borrower shall include any Person that directly or
indirectly owns more than 5% of any class of the capital stock of the Borrower
and any officer or director of the Borrower or any such Person.

         "Agent" shall mean and include the Administrative Agent and the
Syndication Agent.



                                      -95-
<PAGE>

         "Agreement" shall mean this Credit Agreement, as the same may be from
time to time modified, amended and/or supplemented.

         "AL Commitment Fee" shall have the meaning provided in Section
3.01(a)(iii).

         "AL Lender" shall mean, at any time, each Lender with an Acquisition
Loan Commitment or with outstanding Acquisition Loans.

         "Applicable Margin" shall mean: with respect to A Term Loans, B Term
Loans, Revolving Loans, Swingline Loans and Acquisition Loans, from and after
any Start Date to and including the corresponding End Date, the respective
percentage per annum set forth below under the respective Type of A Term Loans,
B Term Loans, Revolving Loans, Swingline Loans or Acquisition Loans and opposite
the respective Level (I.E., Level 1, Level 2, Level 3, Level 4, Level 5, Level 6
or Level 7) indicated to have been achieved on the applicable Test Date for such
Start Date (as shown on the respective officer's certificate delivered pursuant
to Section 8.01(e) or the first proviso below):


<TABLE>
<CAPTION>
                                           Loans (other         Loans (other
                                           than B Term          than B Term
                                              Loans)               Loans)           B Term Loans        B Term Loans
                                           maintained as        maintained as      maintained as        maintained as
                        Total                Base Rate           Eurodollar          Base Rate           Eurodollar
  Level            Leverage Ratio              Loans               Loans              Loans                Loans
----------       ------------------          ---------           ---------        -------------        ---------
<S>           <C>                              <C>                 <C>                <C>                  <C>
     1        Less than 2.75:1.00              0.50%               1.50%              2.00%                3.00%

     2        Greater than or equal to
              2.75:1.00
              but less than 3.25:1.00          0.75%               1.75%              2.00%                3.00%

     3        Greater than or equal to
              3.25:1.00
              but less than 3.75:1.00          1.00%               2.00%              2.00%                3.00%

     4        Greater than or equal to
              3.75:1.00 but less than
              4.25:1.00                        1.25%               2.25%              2.00%                3.00%

     5        Greater than or equal to
              4.25:1.00 but less than
              4.75:1.00                        1.50%               2.50%              2.00%                3.00%


                                      -96-
<PAGE>


     6        Greater than or equal to
              4.75:1.00 but less than
              5.25:1.00                        1.75%               2.75%              2.25%                3.25%

     7        Greater than or equal to
              5.25:1.00                        2.00%               3.00%              2.50%                3.50%
</TABLE>

; PROVIDED, HOWEVER, that if the Borrower fails to deliver the financial
statements required to be delivered pursuant to Section 8.01(b) or (c)
(accompanied by the officer's certificate required to be delivered pursuant to
Section 8.01(e) showing the applicable Total Leverage Ratio on the relevant Test
Date) on or prior to the respective date required by such Sections, then Level 7
pricing shall apply until such time, if any, as the financial statements
required as set forth above and the accompanying officer's certificate have been
delivered showing the pricing for the respective Margin Reduction Period is at a
level which is other than Level 7 (it being understood that, in the case of any
late delivery of the financial statements and officer's certificate as so
required, the reduced Applicable Margin, if any, shall apply only from and after
the date of the delivery of the complying financial statements and officer's
certificate); PROVIDED FURTHER, that Level 7 pricing shall apply at any time
when any Specified Default is in existence. Notwithstanding anything to the
contrary contained in the immediately preceding sentence, Level 5 pricing shall
apply for the period from the Initial Borrowing Date to but not including the
date which is the first Start Date after the Borrower's fiscal quarter ending
closest to September 30, 2000.

         "Asset Sale" shall mean any sale, transfer or other disposition by the
Borrower or any of its Subsidiaries to any Person other than the Borrower or any
Wholly-Owned Subsidiary of the Borrower of any asset (including, without
limitation, any capital stock or other securities of another Person, but
excluding the sale by such Person of its own capital stock) of the Borrower or
such Subsidiary other than (i) sales, transfers or other dispositions of
inventory or Rental Equipment made in the ordinary course of business and (ii)
sales of assets pursuant to Sections 9.02(iv), (vi), (vii) and (xii).

         "Assignment and Assumption Agreement" shall mean an Assignment and
Assumption Agreement substantially in the form of Exhibit K (appropriately
completed).

         "Authorized Officer" shall mean, with respect to (i) delivering Notices
of Borrowing, Notices of Conversion/Continuation, Letter of Credit Requests and
similar notices, the treasurer or other financial officer of the Borrower, (ii)
delivering financial information and officer's certificates pursuant to this
Agreement, the treasurer or other senior financial officer of the Borrower, and
(iii) any other matter in connection with this Agreement or any other Credit
Document, any officer (or a person or persons so designated by any two officers)
of the Borrower reasonably acceptable to the Administrative Agent.

         "B Term Loan" shall mean, collectively, each Initial B Term Loan and
each Incremental B Term Loan.



                                      -97-
<PAGE>

         "B Term Loan Commitment" shall mean, for each Lender, such Lender's
Initial B Term Loan Commitment or Incremental B Term Loan Commitment, as the
case may be.

         "B Term Loan Maturity Date" shall mean June 1, 2008.

         "B Term Loan Percentage" shall mean, at any time, a fraction (expressed
as a percentage), the numerator of which is equal to the aggregate principal
amount of all B Term Loans outstanding at such time, and the denominator of
which is equal to the sum of the aggregate principal amount of all Term Loans
outstanding at such time.

         "B Term Note" shall have the meaning provided in Section 1.05(a).

         "Bankruptcy Code" shall have the meaning provided in Section 10.05.

         "Base Rate" shall mean, at any time, the higher of (x) the rate which
is 1/2 of 1% in excess of the Federal Funds Rate and (y) the Prime Lending Rate
at such time.

         "Base Rate Loan" shall mean (i) each Swingline Loan and (ii) each other
Loan designated or deemed designated as such by the Borrower at the time of the
incurrence thereof or conversion thereto.

         "Borrower" shall have the meaning provided in the first paragraph of
this Agreement.

         "Borrowing" shall mean and include (i) the borrowing of Swingline Loans
from the Swingline Lender on a given date and (ii) the borrowing of one Type of
Loan pursuant to a single Tranche by the Borrower from all of the Lenders having
Commitments with respect to such Tranche on a PRO RATA basis on a given date (or
resulting from conversions on a given date), having in the case of Eurodollar
Loans the same Interest Period; PROVIDED that (x) Base Rate Loans incurred
pursuant to Section 1.10(b) shall be considered part of any related Borrowing of
Eurodollar Loans and (ii) any Incremental A Term Loans or Incremental B Term
Loans incurred pursuant to Section 1.01(c) or (d), as the case may be, shall be
considered part of the Borrowing of the then outstanding A Term Loans or B Term
Loans to which such Incremental A Term Loans or Incremental B Term Loans, as the
case may be, are added to pursuant to Section 1.15(c).

         "BTCo" shall mean Bankers Trust Company, in its individual capacity,
and any successor corporation thereto by merger, consolidation or otherwise.

         "Business Day" shall mean (i) for all purposes other than as covered by
clause (ii) below, any day excluding Saturday, Sunday and any day which shall be
in the City of New York a legal holiday or a day on which banking institutions
are authorized by law or other governmental actions to close and (ii) with
respect to all notices and determinations in connection with, and payments of
principal and interest on, Eurodollar Loans, any day which is a Business Day
described in clause (i) and which is also a day for trading by and between banks
in U.S. dollar deposits in the interbank Eurodollar market.



                                      -98-
<PAGE>

         "Calculation Period" shall have the meaning provided in Section 8.14.

         "Capital Expenditures" shall mean, with respect to any Person, all
expenditures by such Person which should be capitalized in accordance with GAAP,
including all such expenditures with respect to fixed or capital assets
(including, without limitation, expenditures for maintenance and repairs which
should be capitalized in accordance with GAAP) and the amount of all Capitalized
Lease Obligations incurred by such Person.

         "Capital Lease" shall mean, as applied to any Person, shall mean any
lease of any property (whether real, personal or mixed) by that Person as lessee
which, in conformity with GAAP, is accounted for as a capital lease on the
balance sheet of that Person.

         "Capitalized Lease Obligations" shall mean, with respect to any Person,
all obligations under Capital Leases of such Person in each case taken at the
amount thereof accounted for as liabilities in accordance with GAAP.

         "Cash Equivalents" shall mean, as to any Person, (i) securities issued
or directly and fully guaranteed or insured by the United States or any agency
or instrumentality thereof (PROVIDED that the full faith and credit of the
United States is pledged in support thereof) having maturities of not more than
one year from the date of acquisition, (ii) marketable direct obligations issued
by any state of the United States 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, (iii) time deposits,
certificates of deposit and bankers' acceptances of any Lender or any commercial
bank having, or which is the principal banking subsidiary of a bank holding
company organized under the laws of the United States, any State thereof, the
District of Columbia or any foreign jurisdiction having capital, surplus and
undivided profits aggregating in excess of $500,000,000 and having a long-term
unsecured debt rating of at least "A" or the equivalent thereof from S&P's or
"A2" or the equivalent thereof from Moody's, with maturities of not more than
one year from the date of acquisition by such Person, (iv) repurchase agreements
with a term of not more than 30 days, involving securities of the types
described in preceding clause (i), and entered into with commercial banks
meeting the requirements of preceding clause (iii), (v) commercial paper issued
by any Person incorporated in the United States rated at least A-1 or the
equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody's
and in each case maturing not more than one year after the date of acquisition
by such Person, (vi) investments in money market funds substantially all of
whose assets are comprised of securities of the types described in clauses (i)
through (v) above and (vii) demand deposit accounts maintained in the ordinary
course of business.

         "Change of Control" shall mean, at any time and for any reason
whatsoever, (i) the Permitted Holders shall cease to own on a fully diluted
basis in the aggregate at least 51% of the economic and voting interest in the
Borrower's capital stock, or (ii) Odyssey, its Affiliates and the management
shareholders of the Borrower shall, collectively, cease to have the ability to
elect, and shall have failed to elect, a majority of the Board of Directors of
the Borrower, or (iii)



                                      -99-
<PAGE>

a "change of control" or similar event shall occur as provided in the Senior
Subordinated Note Documents or any Additional Subordinated Debt.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and rulings issued thereunder.
Section references to the Code are to the Code, as in effect at the date of this
Agreement and any subsequent provisions of the Code, amendatory thereof,
supplemental thereto or substituted therefor.

         "Collateral" shall mean all of the Collateral as defined in each of the
Security Documents.

         "Collateral Agent" shall mean the Administrative Agent acting as
collateral agent for the Secured Creditors.

         "Collective Bargaining Agreements" shall have the meaning provided in
Section 5A.13.

         "Commitment" shall mean any of the commitments of any Lender, I.E.,
whether the Initial A Term Loan Commitment, the Initial B Term Loan Commitment,
the Incremental A Term Loan Commitment, the Incremental B Term Loan Commitment,
the Revolving Loan Commitment or the Acquisition Loan Commitment.

         "Commitment Fee" shall mean and include each of the A TL Commitment
Fee, the RL Commitment Fee and the AL Commitment Fee.

         "Consolidated Current Assets" shall mean, at any time, the current
assets of the Borrower and its Subsidiaries at such time determined on a
consolidated basis.

         "Consolidated Current Liabilities" shall mean, at any time, the current
liabilities of the Borrower and its Subsidiaries at such time determined on a
consolidated basis, but excluding deferred income taxes, and the current portion
of and accrued but unpaid interest on any Indebtedness under this Agreement and
any other long-term Indebtedness which would otherwise be included therein.

         "Consolidated Debt" shall mean, at any time, the sum of (without
duplication) (i) all Indebtedness of the Borrower and its Subsidiaries as would
be required to be reflected on the liability side of a balance sheet of such
Person in accordance with GAAP as determined on a consolidated basis, (ii) all
Indebtedness of the Borrower and its Subsidiaries of the type described in
clause (iii) of the definition of Indebtedness and (iii) all Contingent
Obligations of the Borrower and its Subsidiaries in respect of Indebtedness of
other Persons of the type referred to in preceding clauses (i) and (ii) of this
definition; PROVIDED that for purposes of this definition, (x) the amount of
Indebtedness in respect of Interest Rate Protection Agreements shall be at any
time the unrealized net loss position, if any, of the Borrower and/or its
Subsidiaries thereunder on a marked-to-market basis determined no more than one
month prior to such time, (y) the unamortized original issue discount at any
time on the Senior Subordinated Notes shall be



                                     -100-
<PAGE>

excluded in accordance with GAAP, and (z) the Shareholder Subordinated Notes
shall not be treated as Consolidated Debt.

         "Consolidated EBIT" shall mean, for any period, Consolidated Net Income
for such period before Consolidated Interest Expense for such period (to the
extent deducted in arriving at Consolidated Net Income) and provision for taxes
based on income that were included in arriving at Consolidated Net Income for
such period without giving effect (x) to any extraordinary gains or losses and
(y) to any gains or losses from sales of assets other than from sales of
inventory and Rental Equipment in the ordinary course of business.

         "Consolidated EBITDA" shall mean, for any period, Consolidated EBIT for
such period, adjusted by (x) adding thereto (without duplication) (i) the amount
of all amortization and depreciation that were deducted in arriving at
Consolidated EBIT for such period, (ii) the amount of all expenses incurred in
connection with the Transaction and the Conspec Acquisition before the six-month
anniversary of the Initial Borrowing Date to the extent that same were deducted
in arriving at Consolidated EBIT for such period, and (iii) the amount of any
non-cash charges incurred in such period (including the amount of any non-cash
compensation charges incurred in such period) to the extent that such non-cash
charges do not give rise to a liability that would be required to be reflected
on the consolidated balance sheet of the Borrower (except, in the case of
non-cash interest payments otherwise permitted (and made pursuant to
Indebtedness otherwise permitted) under the terms of this Agreement, for
liabilities which are subordinate to the Obligations on terms reasonably
satisfactory to the Administrative Agent and have no maturity earlier than the
date which is one year after the B Term Loan Maturity Date) and so long as no
cash payments or cash expenses will be associated therewith (whether in the
current period or any future period (other than, in the case of non-cash
interest payments, periods beyond the date which is one year after the B Term
Loan Maturity Date)), in each case to the extent that same were deducted in
arriving at Consolidated EBIT for such period, and (y) subtracting therefrom the
amount of all cash payments made in such period to the extent that same relate
to a non-cash compensation charge incurred in a previous period; it being
understood that (x) Consolidated EBITDA for the Borrower's fiscal quarters ended
closest to March 31, 2000, December 31, 1999, September 30, 1999 and June 30,
1999, was $7,320,000, $10,565,000, $20,666,000 and $16,844,000, respectively,
(y) in determining the Total Leverage Ratio only, Consolidated EBITDA for any
period shall be calculated on a PRO FORMA Basis to give effect to any Acquired
Entity or Business acquired during such period pursuant to a Permitted
Acquisition and not subsequently sold or otherwise disposed of by the Borrower
or any of its Subsidiaries during such period.

         "Consolidated Interest Coverage Ratio" shall mean, for any period, the
ratio of Consolidated EBITDA to Consolidated Interest Expense for such period.

         "Consolidated Interest Expense" shall mean, for any period, the total
consolidated interest expense of the Borrower and its Subsidiaries for such
period (calculated without regard to any limitations on the payment thereof)
plus, without duplication, that portion of Capitalized Lease Obligations of the
Borrower and its Subsidiaries representing the interest factor for such period,
and capitalized interest expense, but excluding (i) the amortization of any
deferred finan-



                                     -101-
<PAGE>

cing costs or of any costs in respect of any Interest Rate Protection Agreement,
(ii) any interest expense on the Shareholder Subordinated Notes, (iii) any
non-cash interest expense associated with the original issue discount on the
Senior Subordinated Notes, and (iv) any non-cash interest expense on the
Subordinated Debentures; PROVIDED, HOWEVER, that in calculating Consolidated
Interest Expense for any Test Period ending on or prior to the last day of the
fiscal quarter of the Borrower ending on or about March 31, 2001, Consolidated
Interest Expense shall be calculated on a PRO FORMA basis giving effect to the
Transaction as if the Transaction had occurred on October 1, 1999.

         "Consolidated Net Income" shall mean, for any period, the net after tax
income of the Borrower and its Subsidiaries determined on a consolidated basis
for such period (after any deduction for minority interests), provided that (i)
in determining Consolidated Net Income, the net income of any other Person which
is not a Subsidiary of the Borrower or is accounted for by the Borrower by the
equity method of accounting shall be included only to the extent of the payment
of cash dividends or distributions by such other Person to the Borrower or a
Subsidiary thereof during such period, (ii) the net income of any Subsidiary of
the Borrower shall be excluded to the extent that the declaration or payment of
cash dividends or similar distributions by that Subsidiary of that net income is
not at the date of determination permitted by operation of its charter or any
agreement, instrument or law applicable to such Subsidiary, and (iii) the net
income (or loss) of any other Person acquired by such specified Person or a
Subsidiary of such Person in a pooling of interests transaction for any period
prior to the date of such acquisition shall be excluded.

         "Conspec Acquisition" shall mean the Borrower's acquisition of all of
the outstanding capital stock of the Conspec Entities, which acquisition is to
be consummated in accordance with the Conspec Share Purchase Agreement and the
applicable requirements of Sections 5B and 8.14.

         "Conspec Acquisition Date" shall mean the date on which the Conspec
Acquisition is consummated.

         "Conspec Entities" shall mean, collectively, Conspec Marketing and
Manufacturing Co., Inc., a Kansas Corporation, Conspec Performance Products,
Inc., a Kansas corporation, and Bristol Investments, Inc., a California
corporation.

         "Conspec Acquisition Termination Date" shall mean September 16, 2000.

         "Conspec Share Purchase Agreement" shall mean the Share Purchase
Agreement, dated as of May 23, 2000, among the Borrower, the Conspec Entities
and the shareholders of the Conspec Entities (and the related exhibits and
schedules thereto), without giving effect to any amendments or waivers thereto
which are not approved by the Administrative Agent (other than immaterial
amendments or waivers).

         "Contingent Obligations" shall mean, as to any Person, any obligation
of such Person as a result of such Person being a general partner of the other
Person, unless the underlying obligation is expressly made non-recourse as to
such general partner, and any obliga-



                                     -102-
<PAGE>


tion of such Person guaranteeing or intended to guarantee any Indebtedness,
leases, dividends or other obligations ("primary obligations") of any other
Person (the "primary obligor") in any manner, whether directly or indirectly,
including, without limitation, any obligation of such Person, whether or not
contingent, (a) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (b) to advance or supply
funds (x) for the purchase or payment of any such primary obligation or (y) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor, (c) to 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 or (d) otherwise to assure or hold harmless
the owner of such primary obligation against loss in respect thereof; PROVIDED,
HOWEVER, that the term Contingent Obligation shall not include endorsements of
instruments for deposit or collection or standard contractual indemnities
entered into, in each case in the ordinary course of business. The amount of any
Contingent Obligation shall be deemed to be an amount equal to the stated or
determinable amount of the primary obligation in respect of which such
Contingent Obligation is made or, if less, the maximum liability under such
Contingent Obligation; and if such amount or liability is not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

         "Conversion Date" shall mean June 1, 2004.

         "Credit Documents" shall mean this Agreement, each Note, the
Subsidiaries Guaranty, each Security Document and each Incremental Term Loan
Commitment Agreement.

         "Credit Event" shall mean the making of a Loan (other than (x) a
Revolving Loan made pursuant to a Mandatory Borrowing and (y) an Acquisition
Term Loan incurred on the Conversion Date pursuant to Section 1.01(i)) or the
issuance of a Letter of Credit.

         "Credit Party" shall mean the Borrower and each Subsidiary Guarantor.

         "Dayton Trust" shall mean Dayton Superior Capital Trust, a Delaware
business trust.

         "Default" shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

         "Defaulting Lender" shall mean any Lender with respect to which a
Lender Default is in effect.

         "Dividend" shall have the meaning provided in Section 9.06.

         "Domestic Subsidiary" shall mean each Subsidiary of the Borrower
incorporated or organized in the United States or any State or territory
thereof.



                                     -103-
<PAGE>

         "EFCO Litigation" shall mean the litigation involving a Subsidiary of
the Borrower entitled EFCO v. SYMONS, ET AL. currently on appeal to the United
States Court of Appeals for the Eighth Circuit.

         "Effective Date" shall have the meaning provided in Section 13.10.

         "Eligible Transferee" shall mean and include a commercial bank,
financial institution, an insurance company, a finance company, any fund that
invests in loans or any other "accredited investor" (as defined in Regulation D
of the Securities Act).

         "Employee Benefit Plans" shall have the meaning set forth in Section
5A.13.

         "Employee Carry Loans" shall have the meaning provided in Section
9.05(viii).

         "Employment Agreements" shall have the meaning provided in Section
5A.13.

         "End Date" shall mean, for any Margin Reduction Period, the last day of
such Margin Reduction Period.

         "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of non-compliance or violation, investigations or proceedings relating
in any way to any violation (or alleged violation) by the Borrower or any of its
Subsidiaries under any Environmental Law (hereafter "Claims") or any permit
issued to the Borrower or any of its Subsidiaries under any such law, including,
without limitation, (a) any and all Claims by governmental or regulatory
authorities for enforcement, cleanup, removal, response, remedial or other
actions or damages pursuant to any applicable Environmental Law, and (b) any and
all Claims by any third party seeking damages, contribution, indemnification,
cost recovery, compensation or injunctive relief resulting from Hazardous
Materials or arising from alleged injury or threat of injury to health, safety
or the environment.

         "Environmental Law" shall mean any applicable federal, state or local
statute, law, rule, regulation, ordinance, code or rule of common law now or
hereafter in effect and in each case as amended, and any legally binding
judicial or administrative interpretation thereof, including any judicial or
administrative order, consent, decree or judgment (for purposes of this
definition (collectively, "Laws")), relating to the environment, or Hazardous
Materials or health and safety to the extent such health and safety issues
relate to the occupational exposure to Hazardous Materials, or any such similar
Laws.

         "Equity Financing" shall mean the issuance by the Borrower of shares of
its common stock on the Initial Borrowing Date to Odyssey, its Affiliates and
other investors reasonably satisfactory to the Agents.

         "Equity Financing Documents" shall mean and include all of the
agreements governing, or relating to, the Equity Financing.



                                     -104-
<PAGE>

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the regulations promulgated and rulings issued
thereunder. Section references to ERISA are to ERISA, as in effect on the date
of this Agreement and any subsequent provisions of ERISA, amendatory thereof,
supplemental thereto or substituted therefor.

         "ERISA Affiliate" shall mean each person (as defined in Section 3(9) of
ERISA) which together with the Borrower or a Subsidiary of the Borrower would be
deemed to be a "single employer" within the meaning of Section 414(b), (c), (m)
or (o) of the Code.

         "Eurodollar Loans" shall mean each Loan (other than a Swingline Loan)
designated as such by the Borrower at the time of the incurrence thereof or
conversion thereto.

         "Eurodollar Rate" shall mean with respect to each Interest Period for a
Eurodollar Loan, (i) the offered quotation to first-class banks in the interbank
Eurodollar market by BTCo for U.S. dollar deposits of amounts in same day funds
comparable to the outstanding principal amount of the Eurodollar Loan of BTCo
for which an interest rate is then being determined with maturities comparable
to the Interest Period to be applicable to such Eurodollar Loan, determined as
of 10:00 A.M. (New York time) on the date which is two Business Days prior to
the commencement of such Interest Period divided (and rounded upward to the next
whole multiple of 1/16 of 1%) by (ii) a percentage equal to 100% minus the then
stated maximum rate of all reserve requirements (including, without limitation,
any marginal, emergency, supplemental, special or other reserves) applicable to
any member bank of the Federal Reserve System in respect of Eurocurrency
liabilities as defined in Regulation D (or any successor category of liabilities
under Regulation D).

         "Event of Default" shall have the meaning provided in Section 10.

         "Excess Cash Flow" shall mean, for any period, the remainder of (a) the
sum of (i) Adjusted Consolidated Net Income for such period and (ii) the
decrease, if any, in Adjusted Consolidated Working Capital from the first day to
the last day of such period, minus (b) the sum of (i) the amount of all Capital
Expenditures made by the Borrower and its Subsidiaries on a consolidated basis
during such period (except to the extent financed with equity proceeds,
insurance proceeds, Asset Sale proceeds or the proceeds of Indebtedness), (ii)
the aggregate amount of permanent principal payments of Indebtedness for
borrowed money of the Borrower and its Subsidiaries and the permanent repayment
of the principal component of Capitalized Lease Obligations of the Borrower and
its Subsidiaries during such period (excluding (A) payments to the extent made
with equity proceeds, insurance proceeds, Asset Sale proceeds or Indebtedness
and (B) payments of Loans or other Obligations, PROVIDED that repayments of
Loans shall be deducted in determining Excess Cash Flow if such repayments were
(x) required as a result of a Scheduled Repayment under Section 4.02(b), (c) or
(d) or (y) made as a voluntary prepayment pursuant to Section 4.01 with
internally generated funds (but in the case of a voluntary prepayment of
Revolving Loans, Swingline Loans or Acquisition Revolving Loans, only to the
extent accompanied by a voluntary reduction to the Total Revolving Loan
Commitment or the Total Acquisition Loan Commitment, as the case may be), and
(iii) the increase, if any, in Adjusted Consolidated Working Capital from the
first day to the last day of such period.



                                     -105-
<PAGE>

         "Excess Cash Flow Payment Date" shall mean the date occurring 90 days
after the last day of a fiscal year of the Borrower (beginning with its fiscal
year ending on December 31, 2001).

         "Excess Cash Flow Payment Period" shall mean, with respect to each
Excess Cash Payment Date, the immediately preceding fiscal year of the Borrower.

         "Existing Indebtedness" shall have the meaning provided in Section
7.22.

         "Existing Indebtedness Agreements" shall have the meaning provided in
Section 5A.13.

         "Facing Fee" shall have the meaning provided in Section 3.01(c).

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

         "Fees" shall mean all amounts payable pursuant to, or referred to in,
Section 3.01.

         "Foreign Pension Plan" shall mean any plan, fund (including, without
limitation, any superannuation fund) or other similar program established or
maintained outside the United States of America by the Borrower or any one or
more of its Subsidiaries primarily for the benefit of employees of the Borrower
or such Subsidiaries residing outside the United States of America, which plan,
fund or other similar program provides, or results in, retirement income, a
deferral of income in contemplation of retirement or payments to be made upon
termination of employment, and which plan is not subject to ERISA or the Code.

         "Foreign Subsidiary" shall mean each Subsidiary of the Borrower other
than a Domestic Subsidiary.

         "GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect from time to time; it being agreed that
determinations in accordance with GAAP for purposes of Section 9 and the
Applicable Margin, including (in each case) defined terms as used therein, are
subject (to the extent provided therein) to Section 13.07(a).

         "Guaranteed Obligations" shall mean (i) the principal and interest on
each Note issued by the Borrower to each Lender, and Loans made, under this
Agreement and all reimbursement obligations and Unpaid Drawings with respect to
Letters of Credit, together with all the other obligations (including
obligations which, but for the automatic stay under Section 362(a) of the
Bankruptcy Code, would become due) and liabilities (including, without
limitation,



                                     -106-
<PAGE>

indemnities, fees and interest thereon) of the Borrower to such Lender, the
Administrative Agent, each Letter of Credit Issuer and the Collateral Agent now
existing or hereafter incurred under, arising out of or in connection with this
Agreement and each other Credit Document to which the Borrower is a party and
the due performance and compliance by the Borrower with all the terms,
conditions and agreements contained in this Agreement and in each such other
Credit Document and (ii) all obligations (including obligations which, but for
the automatic stay under Section 362(a) of the Bankruptcy Code, would become
due) and liabilities of the Borrower or any of its Subsidiaries owing under any
Interest Rate Protection Agreement or Other Hedging Agreement entered into by
the Borrower or any of its Subsidiaries with any Lender or any affiliate thereof
(even if such Lender subsequently ceases to be a Lender under this Agreement for
any reason) so long as such Lender or affiliate participate in such Interest
Rate Protection Agreement or Other Hedging Agreement, and their subsequent
assigns, if any, whether now in existence or hereafter arising, and the due
performance and compliance by the Borrower or any of its Subsidiaries with all
terms, conditions and agreements contained therein.

         "Hazardous Materials" shall mean (a) any petrochemical or petroleum
products, radioactive materials friable asbestos, urea formaldehyde foam
insulation, transformers or other equipment that contain dielectric fluid
containing levels of polychlorinated biphenyls, and radon gas; and (b) any
chemicals, materials or substances defined as or included in the definition of
"hazardous substances," "hazardous wastes," "hazardous materials," "restricted
hazardous materials," "extremely hazardous wastes," "restrictive hazardous
wastes," "toxic substances," "toxic pollutants," "contaminants" or "pollutants,"
or words of similar meaning and regulatory effect where the relevant
Governmental authority has jurisdiction over the operations of the Borrower or
any of its Subsidiaries.

         "Incremental A Term Loan" shall have the meaning provided in Section
1.01(c).

         "Incremental A Term Loan Borrowing Date" shall mean each date on which
the Borrower or any Subsidiary Guarantor consummates a Permitted Acquisition for
which all or a portion of the consideration is to be financed with the proceeds
of a Borrowing of Incremental A Term Loans to be made on such date, each of
which dates shall be the date of effectiveness of the respective Incremental
Term Loan Commitment Agreement pursuant to which such Incremental A Term Loans
are to be made; PROVIDED that no such date shall occur after the Incremental
Term Loan Commitment Termination Date.

         "Incremental A Term Loan Commitment" shall mean, for each Incremental
Term Loan Lender, the commitment of such Incremental Term Loan Lender to make
Incremental A Term Loans pursuant to Section 1.01(c) on a given Incremental A
Term Loan Borrowing Date, as such commitment (x) is set forth in the respective
Incremental Term Loan Commitment Agreement delivered pursuant to Section 1.15(b)
or (y) may be terminated pursuant to Sections 3.03 and/or 10.

         "Incremental B Term Loan" shall have the meaning provided in Section
1.01(d).

         "Incremental B Term Loan Borrowing Date" shall mean each date on which
the Borrower or any Subsidiary Guarantor consummates a Permitted Acquisition for
which all or a



                                     -107-
<PAGE>

part of the consideration is to be financed with a Borrowing of Incremental B
Term Loans to be made on such date, each of which dates shall be the date of the
effectiveness of the respective Incremental Term Loan Commitment Agreement
pursuant to which such Incremental B Term Loans are to be made; PROVIDED that no
such date shall occur after the Incremental Term Loan Commitment Termination
Date.

         "Incremental B Term Loan Commitment" shall mean, for each Incremental
Term Loan Lender, the commitment of such Incremental Term Loan Lender to make
Incremental B Term Loans pursuant to Section 1.01(d) on a given Incremental B
Term Loan Borrowing Date, as such commitment (x) is set forth in the respective
Incremental Term Loan Commitment Agreement delivered pursuant to Section 1.15(b)
or, (y) may be terminated pursuant to Sections 3.03 and/or 10.

         "Incremental Term Loan" shall mean each Incremental A Term Loan and
Incremental B Term Loan.

         "Incremental Term Loan Commitment" shall mean, for each Incremental
Term Loan Lender, such Incremental Term Loan Lender's Incremental A Term Loan
Commitment or Incremental B Term Loan Commitment, as the case may be.

         "Incremental Term Loan Commitment Agreement" shall mean an Incremental
Term Loan Commitment Agreement substantially in the form of Exhibit C
(appropriately completed).

         "Incremental Term Loan Commitment Termination Date" shall mean December
16, 2001.

         "Incremental Term Loan Lender" shall have the meaning provided in
Section 1.15(b).

         "Indebtedness" of any Person shall mean, without duplication, (i) all
indebtedness of such Person for borrowed money, (ii) the deferred purchase price
of assets or services payable to the sellers thereof or any of such seller's
assignees which in accordance with GAAP would be shown on the liability side of
the balance sheet of such Person but excluding deferred rent as determined in
accordance with GAAP, (iii) the face amount of all letters of credit issued for
the account of such Person and, without duplication, all drafts drawn
thereunder, (iv) all Indebtedness of a second Person secured by any Lien on any
property owned by such first Person, whether or not such Indebtedness has been
assumed, (v) all Capitalized Lease Obligations of such Person, (vi) all
obligations of such Person to pay a specified purchase price for goods or
services whether or not delivered or accepted, I.E., take-or-pay and similar
obligations, (vii) all obligations under Interest Rate Protection Agreements and
Other Hedging Agreements and (viii) all Contingent Obligations of such Person,
PROVIDED that Indebtedness shall not include trade payables and accrued
expenses, in each case arising in the ordinary course of business.

         "Indebtedness to be Refinanced" shall mean all Indebtedness set forth
on Annex X which is to be repaid in full on the Initial Borrowing Date as part
of the Refinancing.



                                     -108-
<PAGE>

         "Initial A Term Loan" shall have the meaning provided in Section
1.01(a).

         "Initial A Term Loan Borrowing Date" shall mean each date on or after
the Initial Borrowing Date and prior to the Initial A Term Loan Commitment
Termination Date on which either (i) the Borrower is required to make payments
as provided in Section 7.05(a), or (ii) the Borrower incurs Initial A Term Loans
the proceeds of which are used to reimburse the Borrower for payments
theretofore made of the type described in clause (i) of Section 7.05(a).

         "Initial A Term Loan Commitment" shall mean, for each Lender, the
amount set forth opposite such Lender's name Annex I directly below the column
entitled "Initial A Term Loan Commitment," as the same may be (x) reduced or
terminated from time to time pursuant to Sections 3.02, 3.03, 4.02 and/or 10 or
(y) adjusted from time to time as a result of assignments to or from such Lender
pursuant to Sections 1.13 and/or 13.04(b).

         "Initial A Term Loan Commitment Termination Date" shall mean the
earlier of (x) the A Term Loan Maturity Date and (y) the date on which all of
the outstanding Subordinated Debentures have been converted into the right to
receive cash in accordance with the Subordinated Debenture Indenture and the
Merger Agreement.

         "Initial B Term Loan" shall have the meaning provided in Section
1.01(b).

         "Initial B Term Loan Commitment" shall mean, for each Lender, the
amount set forth opposite such Lender's name on Annex I directly below the
column entitled "Initial B Term Loan Commitment," as the same may be (x)
terminated pursuant to Sections 3.03 and/or 10 or (y) adjusted from time to time
as a result of assignments to or from such Lender pursuant to Sections 1.13
and/or 13.04(b).

         "Initial Borrowing Date" shall mean the date occurring on or after the
Effective Date on which the initial Borrowing of Term Loans occurs.

         "Intercompany Loan" shall have the meaning provided in Section
9.05(vi).

         "Intercompany Notes" shall mean promissory notes, in the form of
Exhibit L, evidencing Intercompany Loans.

         "Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

         "Interest Period" with respect to any Eurodollar Loan, shall mean the
interest period applicable thereto, as determined pursuant to Section 1.09.

         "Interest Rate Protection Agreement" shall mean any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, interest
rate hedging agreement or other similar agreement or arrangement.

         "Investment" shall have the meaning provided in Section 9.05.



                                     -109-
<PAGE>

         "L/C Supportable Obligations" shall mean obligations of the Borrower or
any of its Wholly-Owned Subsidiaries incurred in the ordinary course of business
and otherwise permitted to exist pursuant to the terms of this Agreement (other
than obligations in respect of the Senior Subordinated Notes, any Additional
Subordinated Debt, the Subordinated Debentures, the Nash Note or any Shareholder
Subordinated Notes) .

         "Leasehold" of any Person shall mean all of the right, title and
interest of such Person as lessee or licensee in, to and under leases or
licenses of land, improvements and/or fixtures.

         "Lender" shall have the meaning provided in the first paragraph of this
Agreement.

         "Lender Default" shall mean (i) the refusal (which has not been
retracted) of a Lender to make available its portion of any Borrowing (including
any Mandatory Borrowing) or to fund its portion of any unreimbursed payment
under Section 2.03 or (ii) a Lender having notified the Administrative Agent
and/or the Borrower that it does not intend to comply with the obligations under
Section 1.01(e), 1.01(g), 1.01(h) or 2.03, in the case of either clause (i) or
(ii) above as a result of the appointment of a receiver or conservator with
respect to such Lender at the direction or request of any regulatory agency or
authority.

         "Letter of Credit" shall have the meaning provided in Section 2.01(a).

         "Letter of Credit Fees" shall have the meaning provided in Section
3.01(b).

         "Letter of Credit Issuer" shall mean BTCo (and/or an affiliate thereof
(including Deutsche Bank AG, New York Branch) which has agreed to issue Letters
of Credit hereunder) and any other Lender which, at the request of the Borrower
and with the consent of the Administrative Agent, agrees in such Lender's sole
discretion to become a Letter of Credit Issuer for purposes of issuing Letters
of Credit pursuant to Section 2. The Letter of Credit Issuers on the Initial
Borrowing Date are (x) in the case of standby Letters of Credit, BTCo, and (y)
in the case of trade Letters of Credit, Deutsche Bank AG, New York Branch.

         "Letter of Credit Outstandings" shall mean, at any time, the sum of,
without duplication, (i) the aggregate Stated Amount of all outstanding Letters
of Credit and (ii) the aggregate amount of all Unpaid Drawings in respect of all
Letters of Credit.

         "Letter of Credit Request" shall have the meaning provided in Section
2.02(a).

         "Lien" shall mean any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any agreement to give any of the
foregoing, any conditional sale or other title retention agreement, any
financing or similar statement or notice filed under the UCC or any similar
recording or notice statute, and any lease having substantially the same effect
as the foregoing).



                                     -110-
<PAGE>

         "Loan" shall mean each Initial A Term Loan, each Initial B Term Loan,
each Incremental A Term Loan, each Incremental B Term Loan, each Revolving Loan,
each Swingline Loan and each Acquisition Loan.

         "Majority Lenders" of any Tranche shall mean those Non-Defaulting
Lenders which would constitute the Required Lenders under, and as defined in,
this Agreement if all outstanding Obligations of the other Tranches under this
Agreement were repaid in full and all Commitments with respect thereto were
terminated.

         "Management Agreements" shall have the meaning provided in Section
5A.13.

         "Mandatory Borrowing" shall have the meaning provided in Section
1.01(g).

         "Margin Reduction Period" shall mean each period which shall commence
on the date occurring after the Initial Borrowing Date upon which the respective
officer's certificate is delivered pursuant to Section 8.01(e) (together with
the related financial statements pursuant to Section 8.01(b) or (c), as the case
may be) and which shall end on the date of actual delivery of the next officer's
certificates pursuant to Section 8.01(e) (together with the related financial
statements pursuant to Section 8.01(b) or (c), as the case may be) or the latest
date on which such next officer's certificate (and such related financial
statements) is required to be so delivered.

         "Margin Stock" shall have the meaning provided in Regulation U.

         "Material Adverse Effect" shall mean (i) a material adverse effect on
the business, operations, properties, assets, liabilities or condition
(financial or otherwise) of the Borrower and its Subsidiaries taken as a whole
or (ii) a material adverse effect (x) on the rights or remedies of the Lenders
or the Administrative Agent hereunder or under any other Credit Document or (y)
on the ability of any Credit Party to perform its obligations to the Lenders or
the Administrative Agent hereunder or under any other Credit Document.

         "Maturity Date" with respect to any Tranche of Loans, shall mean the A
Term Loan Maturity Date, the B Term Loan Maturity Date, the Revolving Loan
Maturity Date, the Swingline Expiry Date or the Acquisition Loan Maturity Date,
as the case may be.

         "Maximum Swingline Amount" shall mean $7,500,000.

         "Mergeco" shall mean Stone Acquisition Corp., an Ohio corporation
established by Odyssey and its Affiliates to effect the Recapitalization.

         "Merger Agreement" shall mean the Agreement and Plan of Merger dated as
of January 19, 2000, by and between Mergeco and the Borrower, as the same may be
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.

         "Minimum Borrowing Amount" shall mean (i) for Revolving Loans,
$1,000,000, (ii) for A Term Loans, $1,000,000, provided that Initial A Term
Loans incurred as Base Rate



                                     -111-
<PAGE>

Loans may be in the amount of $100,000, (iii) for B Term Loans, $5,000,000, (iv)
for Acquisition Loans, $1,000,000, and (v) for Swingline Loans, $100,000.

         "Moody's" shall mean Moody's Investors Service, Inc.

         "Multiemployer Plan" shall mean any multiemployer plan as defined in
Section 4001(a)(3) of ERISA, which is maintained or contributed to by (or to
which there is an obligation to contribute of) the Borrower or any Subsidiary of
the Borrower or an ERISA Affiliate, and each such plan for the five year period
immediately following the latest date on which the Borrower or any Subsidiary of
the Borrower or an ERISA Affiliate maintained, contributed to or had an
obligation to contribute to such plan.

         "Nash Note" shall mean the Borrower's $5,000,000 senior note due 2004
and which is payable to Merrill L. Nash.

         "Net Sale Proceeds" shall mean, for any Asset Sale, the gross cash
proceeds (including any cash received by way of deferred payment pursuant to a
promissory note, receivable or otherwise, but only as and when received)
received from such Asset Sale, net of reasonable transaction costs (including,
without limitation, any underwriting, brokerage or other customary selling
commissions and reasonable legal, advisory and other fees and expenses,
including title and recording expenses, associated therewith) and payments of
unassumed liabilities relating to the assets sold at the time of, or within 30
days after, the date of such Asset Sale, the amount of such gross cash proceeds
required to be used to repay any Indebtedness (other than Indebtedness of the
Lenders pursuant to this Agreement) which is secured by the respective assets
which were sold, and the estimated marginal increase in income and sales taxes
which will be payable by the Borrower's consolidated group with respect to the
fiscal year in which the sale occurs as a result of such sale; but excluding any
portion of any such gross cash proceeds which the Borrower determines in good
faith should be reserved for post-closing adjustments (to the extent the
Borrower delivers to the Lenders a certificate signed by its chief financial
officer or other Authorized Officer as to such determination), it being
understood and agreed that on the day that all such post-closing adjustments
have been determined (which shall not be later than six months following the
date of the respective Asset Sale), the amount (if any) by which the reserved
amount in respect of such sale or disposition exceeds the actual post-closing
adjustments payable by the Borrower or any of its Subsidiaries shall constitute
Net Sale Proceeds on such date received by the Borrower and/or any of its
Subsidiaries from such sale, lease, transfer or other disposition.

         "Non-Defaulting Lender" shall mean each Lender other than a Defaulting
Lender.

         "Note" shall mean each A Term Note, each B Term Note, each Revolving
Note, each Acquisition Note and the Swingline Note.

         "Notice of Borrowing" shall have the meaning provided in Section
1.03(a).

         "Notice of Conversion/Continuation" shall have the meaning provided in
Section 1.06.



                                     -112-
<PAGE>

         "Notice Office" shall mean the office of the Administrative Agent
located at 130 Liberty Street, New York, New York 10006 or such other office as
the Administrative Agent may designate to the Borrower and the Lenders from time
to time.

         "Obligations" shall mean all amounts, direct or indirect, contingent or
absolute, of every type or description, and at any time existing, owing to the
Administrative Agent, the Collateral Agent, any Letter of Credit Issuer or any
Lender pursuant to the terms of this Agreement or any other Credit Document.

         "Odyssey" shall mean Odyssey Investment Partners, L.L.C., a Delaware
limited liability company.

         "Other Hedging Agreements" shall mean any foreign exchange contracts,
currency swap agreements or other similar agreements or arrangements designed to
protect against fluctuations in currency values.

         "Participant" shall have the meaning provided in Section 2.03(a).

         "Payment Office" shall mean the office of the Administrative Agent
located at 130 Liberty Street, New York, New York 10006 or such other office as
the Administrative Agent may designate to the Borrower and the Lenders from time
to time.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Section 4002 of ERISA, or any successor thereto.

         "Permitted Acquisition" shall mean the acquisition (including the
Conspec Acquisition) by the Borrower or a Subsidiary Guarantor of assets
constituting a business, division or product line of any Person not already a
Subsidiary of the Borrower or of 100% of the capital stock of any such Person,
which Person shall, as a result of such stock acquisition, become a Wholly-Owned
Domestic Subsidiary of the Borrower (such assets or Person are referred to as an
"Acquired Entity or Business"), PROVIDED that (A) the consideration paid by the
Borrower or such Subsidiary Guarantor consists solely of cash (including
proceeds of Incremental Term Loans, Revolving Loans, Swingline Loans and
Acquisition Revolving Loans), the issuance or incurrence of Indebtedness
otherwise permitted by Section 9.04, the issuance by the Borrower of shares of
its common stock or Qualified Preferred Stock to the extent no Default or Event
of Default exists pursuant to Section 10.10 or would result therefrom and the
assumption/acquisition of any Indebtedness (calculated at face value) relating
to such Acquired Entity or Business which is permitted to remain outstanding in
accordance with the requirements of Section 9.04, (B) in the case of the
acquisition of 100% of the capital stock of any Person, such Person shall own no
capital stock of any other Person (other than immaterial amounts) unless either
(x) such Person owns 100% of the capital stock of such other Person or (y) (1)
such Person and/or its Wholly-Owned Subsidiaries own at least 80% of the
consolidated assets of such Person and its Subsidiaries and (2) any non-Wholly
Owned Subsidiary of such Person was non-Wholly Owned prior to the date of such
Permitted Acquisition of such Person, (C) except to the extent permitted by
Section 8.14(a)(vii), substantially all of the business, division or product
line acquired pursuant to the respective Permitted Acquisition, or the business
of the Person



                                     -113-
<PAGE>

acquired pursuant to the respective Permitted Acquisition and its Subsidiaries
taken as a whole, is in the United States, (D) the Acquired Entity or Business
acquired is in a business permitted by Section 9.01 and (E) all applicable
requirements of Sections 8.14 and 9.02 applicable to Permitted Acquisitions are
satisfied. Notwithstanding anything to the contrary contained in the immediately
preceding sentence, an acquisition which does not otherwise meet the
requirements set forth above in the definition of "Permitted Acquisition" shall
constitute a Permitted Acquisition if, and to the extent, the Required Lenders
agree in writing that such acquisition shall constitute a Permitted Acquisition
for purposes of this Agreement.

         "Permitted Holders" shall mean (i) Odyssey and its Affiliates, (ii)
management of the Borrower and its Subsidiaries, and (iii) limited partners of
Odyssey's Affiliates to the extent such Affiliates are shareholders of the
Borrower.

         "Permitted Liens" shall have the meaning provided in Section 9.03.

         "Person" shall mean any individual, partnership, joint venture, firm,
corporation, limited liability company, association, trust or other enterprise
or any government or political subdivision or any agency, department or
instrumentality thereof.

         "Plan" shall mean any pension plan as defined in Section 3(2) of ERISA
(other than a Multiemployer Plan), which is maintained or contributed to by (or
to which there is an obligation to contribute of) the Borrower or a Subsidiary
of the Borrower or an ERISA Affiliate, and each such plan (other than a
Multiemployer Plan) for the five year period immediately following the latest
date on which the Borrower, or a Subsidiary of the Borrower or an ERISA
Affiliate maintained, contributed to or had an obligation to contribute to such
plan.

         "Pledge Agreement" shall have the meaning provided in Section 5A.11(a).

         "Prime Lending Rate" shall mean the rate which BTCo announces from time
to time as its prime lending rate, the Prime Lending Rate to change when and as
such prime lending rate changes. The Prime Lending Rate is a reference rate and
does not necessarily represent the lowest or best rate actually charged to any
customer. BTCo may make commercial loans or other loans at rates of interest at,
above or below the Prime Lending Rate.

         "PRO FORMA Basis" shall mean, in connection with any calculation of
compliance with any financial covenant or financial term, the calculation
thereof after giving effect on a PRO FORMA basis to (x) the incurrence of any
Indebtedness (other than revolving Indebtedness, except to the extent same is
incurred to finance the Transaction, to refinance other outstanding Indebtedness
or to finance Permitted Acquisitions) after the first day of the relevant
Calculation Period as if such Indebtedness had been incurred (and the proceeds
thereof applied) on the first day of the relevant Calculation Period, (y) the
permanent repayment of any Indebtedness (other than revolving Indebtedness)
after the first day of the relevant Calculation Period as if such Indebtedness
had been retired or redeemed on the first day of the relevant Calculation Period
and (z) the Permitted Acquisition, if any, then being consummated as well as any
other Permitted Acquisition consummated after the first day of the relevant
Calculation Period and on or prior to



                                     -114-
<PAGE>

the date of the respective Permitted Acquisition then being effected, with the
following rules to apply in connection therewith:

                  (i) all Indebtedness (x) (other than revolving Indebtedness,
         except to the extent same is incurred to finance the Transaction, to
         refinance other outstanding Indebtedness or to finance Permitted
         Acquisitions) incurred or issued after the first day of the relevant
         Calculation Period (whether incurred to finance a Permitted
         Acquisition, to refinance Indebtedness or otherwise) shall be deemed to
         have been incurred or issued (and the proceeds thereof applied) on the
         first day of the respective Calculation Period and remain outstanding
         through the date of determination and (y) (other than revolving
         Indebtedness) permanently retired or redeemed after the first day of
         the relevant Calculation Period shall be deemed to have been retired or
         redeemed on the first day of the respective Calculation Period and
         remain retired through the date of determination;

                  (ii) all Indebtedness assumed to be outstanding pursuant to
         preceding clause (i) shall be deemed to have borne interest at (x) the
         rate applicable thereto, in the case of fixed rate indebtedness or (y)
         the rates which would have been applicable thereto during the
         respective period when same was deemed outstanding, in the case of
         floating rate Indebtedness (although interest expense with respect to
         any Indebtedness for periods while same was actually outstanding during
         the respective period shall be calculated using the actual rates
         applicable thereto while same was actually outstanding); and

                  (iii) in making any determination of Consolidated EBITDA, PRO
         FORMA effect shall be given to the Transaction and any Permitted
         Acquisition for the periods described above, taking into account, in
         the case of any Permitted Acquisition, factually supportable and
         identifiable cost savings and expenses which would otherwise be
         accounted for as an adjustment pursuant to Article 11 of Regulation S-X
         under the Securities Act, as if such cost savings or expenses were
         realized on the first day of the respective period; PROVIDED that,
         notwithstanding anything to the contrary above in this clause (iii), in
         the event the Conspec Acquisition is consummated on or before the
         Conspec Acquisition Termination Date in accordance with the provisions
         of this Agreement, the PRO FORMA addition to Consolidated EBITDA
         attributable to such acquisition pursuant to this clause (iii) shall be
         deemed to be $3,700,000 for the applicable Calculation Period.

         "Projections" shall mean the projections which were prepared by or on
behalf of the Borrower in connection with the Transaction and set forth in the
Confidential Information Memorandum, dated April 2000, prepared by the Agents in
connection with the syndication of the Total Commitment.

         "Qualified Preferred Stock" shall mean any preferred stock of the
Borrower so long as the terms of any such preferred stock (i) do not contain any
mandatory put, redemption, repayment, sinking fund or other similar provision
prior to June 30, 2011 that are not otherwise permitted under the terms of this
Agreement (unless the Total Commitment has been terminated, all Loans have been
repaid in full, all Letters of Credit have been terminated and all other
Obligations have been paid in full), (ii) do not require the cash payment of
dividends at a time



                                     -115-
<PAGE>

when such payment would be prohibited or not permitted under this Agreement,
(iii) do not contain any covenants (other than reporting requirements), (iv) do
not grant the holders thereof any voting rights except for (x) voting rights
required to be granted to such holders under applicable law and (y) limited
customary voting rights on fundamental matters such as mergers, consolidations,
sales of all or substantially all of the assets of the Borrower, or liquidations
involving the Borrower, and (v) are otherwise reasonably satisfactory to the
Administrative Agent.

         "Quarterly Payment Date" shall mean the first Business Day of each
March, June, September and December.

         "Real Property" of any Person shall mean all of the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

         "Recapitalization" shall mean the merger of Mergeco with and into the
Borrower, with the Borrower emerging as the surviving corporation of such
merger, pursuant to and in accordance with the terms of the Recapitalization
Documents.

         "Recapitalization Documents" shall mean and include (i) the Merger
Agreement and (ii) all other agreements and documents relating to the
Recapitalization.

         "Recovery Event" shall mean the receipt by the Borrower or any of its
Subsidiaries of any insurance or condemnation proceeds payable (i) by reason of
theft, physical destruction or damage or any other similar event with respect to
any properties or assets of the Borrower or any of its Subsidiaries, (ii) by
reason of any condemnation, taking, seizing or similar event with respect to any
properties or assets of the Borrower or any of its Subsidiaries and (iii) under
any policy of insurance required to be maintained under Section 8.03.

         "Refinancing" shall mean the refinancing of the Indebtedness to the
Refinanced in connection with the Recapitalization in accordance with the
requirements of Section 5A.09.

         "Refinancing Documents" shall mean each of the agreements, documents
and instruments entered into in connection with the Refinancing.

         "Register" shall have the meaning provided in Section 13.17.

         "Regulation D" shall mean Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all
or a portion thereof establishing reserve requirements.

         "Regulation T" shall mean Regulation T of the Board of Governors of the
Federal Reserve System as from to time in effect and any successor to all or any
portion thereof.

         "Regulation U" shall mean Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all
or a portion thereof.



                                     -116-
<PAGE>

         "Regulation X" shall mean Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all
or any portion thereof.

         "Release" shall mean the disposing, discharging, injecting, spilling,
pumping, leaking, leaching, dumping, emitting, escaping, emptying, seeping,
placing, pouring and the like, into or upon any land or water or air, or
otherwise entering into the environment.

         "Rental Equipment" shall mean any capital equipment which is held as
rental inventory by the Borrower and its Subsidiaries for the purpose of renting
to third party customers in the ordinary course of business.

         "Replaced Lender" shall have the meaning provided in Section 1.13.

         "Replacement Lender" shall have the meaning provided in Section 1.13.

         "Reportable Event" shall mean an event described in Section 4043(c) of
ERISA with respect to a Plan that is subject to Title IV of ERISA other than
those events as to which the 30-day notice period is waived under subsection
 .22, .23, .25, or .28 of PBGC Regulation Section 4043.

         "Required Lenders" shall mean, collectively (and not individually),
Non-Defaulting Lenders the sum of whose outstanding Term Loans, Initial A Term
Loan Commitments, Revolving Loan Commitments (or, if after the Total Revolving
Loan Commitment has been terminated, outstanding Revolving Loans and RL
Percentages of (x) outstanding Swingline Loans and (y) Letter of Credit
Outstandings) and Acquisition Loan Commitments (or, if after the termination
thereof (except to the extent converted to Term Loans), outstanding Acquisition
Revolving Loans) constitute at least 50.1% of the sum of (i) the total
outstanding Term Loans of Non-Defaulting Lenders, (ii) the Total Revolving Loan
Commitment less the aggregate Revolving Loan Commitments of Defaulting Lenders
(or, if after the Total Revolving Loan Commitment has been terminated, the sum
of the then total outstanding Revolving Loans of Non-Defaulting Lenders and the
aggregate RL Percentages of all Non-Defaulting Lenders of the total (x)
outstanding Swingline Loans and (y) Letter of Credit Outstandings at such time),
(iii) the Total Initial A Term Loan Commitment less the Initial A Term Loan
Commitments of all Defaulting Lenders and (iv) the Total Acquisition Loan
Commitment (or, if after the termination thereof (except to the extent converted
to Term Loans), the total outstanding Acquisition Revolving Loans of
Non-Defaulting Lenders).

         "Revolving Loan" shall have the meaning provided in Section 1.01(e).

         "Revolving Loan Commitment" shall mean, with respect to each RL Lender,
the amount set forth opposite such RL Lender's name in Annex I directly below
the column entitled "Revolving Loan Commitment," as the same may be (i) reduced
from time to time pursuant to Sections 3.02, 3.03, 4.02 and/or Section 10 and/or
(ii) adjusted from time to time as a result of assignments to or from such
Lender pursuant to Sections 1.13 and/or 13.04(b).

         "Revolving Loan Maturity Date" shall mean June 1, 2006.



                                     -117-
<PAGE>

         "Revolving Note" shall have the meaning provided in Section 1.05(a).

         "RL Commitment Fee" shall have the meaning provided in Section
3.01(a)(ii).

         "RL Lender" shall mean, at any time, each Lender with a Revolving Loan
Commitment or with outstanding Revolving Loans.

         "RL Percentage" shall mean, at any time for each RL Lender, the
percentage obtained by dividing such RL Lender's Revolving Loan Commitment at
such time by the Total Revolving Loan Commitment then in effect, PROVIDED that
if the Total Revolving Loan Commitment has been terminated, the RL Percentage of
each RL Lender shall be determined by dividing such RL Lender's Revolving Loan
Commitment as in effect immediately prior to such termination by the Total
Revolving Loan Commitment as in effect immediately prior to such termination.

         "S&P" shall mean Standard & Poor's Ratings Services, a division of
McGraw Hill, Inc.

         "Scheduled Repayments" shall mean and include each Tranche A Scheduled
Repayment, each Tranche B Scheduled Repayment and each Acquisition Loan
Scheduled Repayment.

         "SEC" shall mean the Securities and Exchange Commission or any
successor thereto.

         "Section 4.04(b)(ii) Certificate" shall have the meaning provided in
Section 4.04(b)(ii).

         "Secured Creditors" shall have the meaning provided in the Security
Documents.

         "Security Agreement" shall have the meaning provided in Section
5A.11(b).

         "Security Agreement Collateral" shall mean all "Collateral" as defined
in the Security Agreement.

         "Security Documents" shall mean and include the Security Agreement, the
Pledge Agreement and each Additional Security Document, if any.

         "Senior Subordinated Note Documents" shall mean the Senior Subordinated
Note Indenture, the Senior Subordinated Notes, the Senior Subordinated Note
Offering Memorandum and each other document or agreement relating to the
issuance of the Senior Subordinated Notes.

         "Senior Subordinated Note Indenture" shall mean the Indenture, dated as
of June 16, 2000 by and among the Borrower, the Subsidiary Guarantors and United
States Trust Company of New York, as trustee.



                                     -118-
<PAGE>

         "Senior Subordinated Note Offering Memorandum" shall mean the Offering
Memorandum, dated June 9, 2000, prepared in connection with the issuance of the
Senior Subordinated Notes.

         "Senior Subordinated Notes" shall mean the Borrower's 13% Senior
Subordinated Notes due June 15, 2009.

         "Shareholder Subordinated Note" shall mean an unsecured junior
subordinated note issued by the Borrower (and not guaranteed or supported in any
way by any of its Subsidiaries), which note shall be in the form of Exhibit M,
PROVIDED that additional provisions may be included so long as such provisions
do not adversely affect the interests of the Lenders and are not in conflict
with the provisions of this Agreement or any other Credit Document.

         "Shareholders' Agreements" shall have the meaning provided in Section
5A.13.

         "Specified Default" shall mean and include any Event of Default and any
Default pursuant to Section 8.01(b), 8.01(c), 10.01 or 10.5.

         "Start Date" shall mean, with respect to any Margin Reduction Period,
the first day of such Margin Reduction Period.

         "Stated Amount" of each Letter of Credit shall mean the maximum amount
available to be drawn thereunder (regardless of whether any conditions for
drawing could then be met).

         "Subordinated Debenture Documents" shall mean the Subordinated
Debenture Indenture, the Subordinated Debentures and each other document or
agreement relating to the Subordinated Debentures.

         "Subordinated Debenture Indenture" shall mean the Junior Convertible
Subordinated Indenture, dated as of October 5, 1999, between the Borrower and
FirStar Bank, N.A., as trustee.

         "Subordinated Debentures" shall mean the Borrower's 10% junior
convertible subordinated debentures due September 30, 2029.

         "Subsidiaries Guaranty" shall have the meaning provided in Section
5A.12.

         "Subsidiary" of any Person shall mean and include (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any 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 owned by such Person directly or
indirectly through Subsidiaries and (ii) any partnership, association, limited
liability company, joint venture or other entity (other than a corporation) in
which such Person directly or indirectly through Subsidiaries, has more than a
50% equity interest at the time.



                                     -119-
<PAGE>

         "Subsidiary Guarantor" shall mean each Domestic Subsidiary of the
Borrower and, to the extent provided in Section 8.12, each Foreign Subsidiary of
the Borrower.

         "Supermajority Lenders" of any Tranche shall mean those Non-Defaulting
Lenders which would constitute the Required Lenders under, and as defined in,
this Agreement if (x) all outstanding Obligations of the other Tranches under
this Agreement were repaid in full and all Commitments with respect thereto were
terminated and (y) the percentage "50.1%" contained therein were changed to
"66-2/3%."

         "Swingline Expiry Date" shall mean the date which is five Business Days
prior to the Revolving Loan Maturity Date.

         "Swingline Lender" shall mean BTCo.

         "Swingline Loan" shall have the meaning provided in Section 1.01(f).

         "Swingline Note" shall have the meaning provided in Section 1.05(a).

         "Syndication Date" shall mean that date upon which the Administrative
Agent determines (and notifies the Borrower and the Lenders) that the primary
syndication (and resultant addition of Persons as Lenders pursuant to Section
13.04(b)) has been completed.

         "Tax Allocation Agreements" shall have the meaning provided in Section
5A.13.

         "Taxes" shall have the meaning provided in Section 4.04(a).

         "Term Loans" shall mean each Initial A Term Loan, each Initial B Term
Loan, each Incremental A Term Loan, each Incremental B Term Loan and each
Acquisition Term Loan.

         "Test Date" shall mean, with respect to any Start Date, the last day of
the most recent fiscal quarter of the Borrower ended immediately prior to such
Start Date.

         "Test Period" shall mean each period of four consecutive fiscal
quarters of the Borrower then last ended (in each case taken as one accounting
period), subject to the proviso contained in the definition of Consolidated
Interest Expense.

         "Total Acquisition Loan Commitment" shall mean, at any time, the sum of
the Acquisition Loan Commitments of each of the Lenders.

         "Total Commitment" shall mean, at any time, the sum of the Commitments
of each of the Lenders at such time.

         "Total Incremental A Term Loan Commitment" shall mean, at any time, the
sum of the Incremental A Term Loan Commitments of each of the Lenders at such
time.



                                     -120-
<PAGE>

         "Total Incremental B Term Loan Commitment" shall mean, at any time, the
sum of the Incremental B Term Loan Commitments of each of the Lenders at such
time.

         "Total Initial A Term Loan Commitment" shall mean the sum of the
Initial A Term Loan Commitments of each of the Lenders.

         "Total Initial B Term Loan Commitment" shall mean the sum of the
Initial B Term Loan Commitments of each of the Lenders.

         "Total Leverage Ratio" shall mean, at any time, the ratio of (i)
Consolidated Debt at such time to (ii) Consolidated EBITDA for the Test Period
then most recently ended.

         "Total Revolving Loan Commitment" shall mean, at any time, the sum of
the Revolving Loan Commitments of each of the Lenders at such time.

         "Total Unutilized Acquisition Loan Commitment" shall mean, at any time,
(i) the Total Acquisition Loan Commitment at such time less (ii) the sum of the
aggregate principal amount of all Acquisition Revolving Loans outstanding at
such time.

         "Total Unutilized Revolving Loan Commitment" shall mean, at any time,
(i) the Total Revolving Loan Commitment at such time less (ii) the sum of the
aggregate principal amount of all Revolving Loans and Swingline Loans
outstanding at such time plus the Letter of Credit Outstandings at such time.

         "Tranche" shall mean the respective facility and commitments utilized
in making Loans hereunder, with there being five separate Tranches, I.E., (i)
Initial A Term Loans and Incremental A Term Loans taken together as a single
Tranche, (ii) Initial B Term Loans and Incremental B Term Loans taken together
as a single Tranche, (iii) Revolving Loans, (iv) Swingline Loans and (v)
Acquisition Loans.

         "Tranche A Scheduled Repayment" shall have the meaning provided in
Section 4.02(b).

         "Tranche B Scheduled Repayment" shall have the meaning provided in
Section 4.02(c).

         "Transaction" shall mean, collectively, (i) the Recapitalization, (ii)
the Equity Financing, (iii) the Refinancing, (iv) the entering into of the
Credit Documents and the incurrence of all Loans and issuance of all Letters of
Credit on the Initial Borrowing Date, (v) the issuance of the Senior
Subordinated Notes and (vi) the payment of fees and expenses in connection with
the foregoing.

         "Transaction Documents" shall mean the Credit Documents, the
Recapitalization Documents, the Equity Financing Documents, the Refinancing
Documents and the Senior Subordinated Note Documents.



                                     -121-
<PAGE>


         "Trust Agreement" shall mean the Amended and Restated Trust Agreement,
dated as of October 5, 1999, among the Borrower, as depositor, FirStar Bank,
N.A., as property trustee, Mark A. Ferrucci, as Delaware trustee, and the
Administrative Trustees named therein.

         "Trust Preferred Stock" shall mean Dayton Trust's preferred securities
issued pursuant to the Trust Agreement.

         "Type" shall mean any type of Loan determined with respect to the
interest option applicable thereto, I.E., a Base Rate Loan or a Eurodollar Loan.

         "UCC" shall mean the Uniform Commercial Code as in effect from time to
time in the relevant jurisdiction.

         "Unfunded Current Liability" of any Plan shall mean the amount, if any,
by which the value of the accumulated plan benefits under the Plan determined on
a plan termination basis in accordance with actuarial assumptions at such time
consistent with those prescribed by the PBGC for purposes of Section 4044 of
ERISA, exceeds the fair market value of all plan assets allocable to such
liabilities under Title IV of ERISA (excluding any accrued but unpaid
contribution).

         "Unpaid Drawing" shall have the meaning provided in Section 2.04(a).

         "Unutilized Acquisition Loan Commitment" with respect to any AL Lender
at any time shall mean such AL Lender's Acquisition Loan Commitment at such time
less the aggregate outstanding principal amount of all Acquisition Revolving
Loans made by such AL Lender.

         "Unutilized Revolving Loan Commitment" with respect to any RL Lender at
any time shall mean such RL Lender's Revolving Loan Commitment at such time less
the sum of (i) the aggregate outstanding principal amount of all Revolving Loans
made by such RL Lender and (ii) such RL Lender's Percentage of the Letter of
Credit Outstandings at such time.

         "U.S. Dollars" and the sign "$" shall each mean freely transferable
lawful money of the United States of America.

         "Waivable Repayment" shall have the meaning provided in Section
4.02(m).

         "Wholly-Owned Domestic Subsidiary" shall mean, as to any Person, any
Wholly-Owned Subsidiary of such Person which is a Domestic Subsidiary.

         "Wholly-Owned Foreign Subsidiary" shall mean, as to any Person, any
Wholly-Owned Subsidiary of such Person which is a Foreign Subsidiary.

         "Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any
corporation 100% of whose capital stock (other than director's qualifying shares
and/or other nominal amounts of shares required to be held other than by such
Person under applicable law) is at the time owned by such Person and/or one or
more Wholly-Owned Subsidiaries of such Person and (ii) any partnership,
association, limited liability company, joint venture or other entity in which




                                     -122-
<PAGE>


such Person and/or one or more Wholly-Owned Subsidiaries of such Person has a
100% equity interest at such time.

         SECTION 12. THE ADMINISTRATIVE AGENT.

         12.01 APPOINTMENT. Each Lender hereby irrevocably designates and
appoints BTCo as Administrative Agent on behalf of such Lender (such term to
include for purposes of this Section 12, BTCo acting as Collateral Agent) to act
as specified herein and in the other Credit Documents, and each such Lender
hereby irrevocably authorizes BTCo as the Administrative Agent to take such
action on its behalf under the provisions of this Agreement and the other Credit
Documents and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of this Agreement and the
other Credit Documents, together with such other powers as are reasonably
incidental thereto. The Administrative Agent agrees to act as such upon the
express conditions contained in this Section 12. Notwithstanding any provision
to the contrary elsewhere in this Agreement or in any other Credit Document, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein or in the other Credit Documents, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Administrative Agent. The provisions of
this Section 12 are solely for the benefit of the Administrative Agent and the
Lenders, and neither the Borrower nor any of its Subsidiaries shall have any
rights as a third party beneficiary of any of such provisions. In performing its
functions and duties under this Agreement, the Administrative Agent shall act
solely as agent of the Lenders and the Administrative Agent does not assume and
shall not be deemed to have assumed any obligation or relationship of agency or
trust with or for the Borrower or any of its Subsidiaries.

         12.02 DELEGATION OF DUTIES. The Administrative Agent may execute any of
its duties under this Agreement or any other Credit Document by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

         12.03 EXCULPATORY PROVISIONS. Neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person in its capacity as Administrative Agent under or in connection
with this Agreement or the other Credit Documents (except for its or such
Person's own gross negligence or willful misconduct (as determined by a count of
competent jurisdiction in a final and non-appealable decision)) or (ii)
responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by the Borrower, any of its Subsidiaries or
any of their respective officers contained in this Agreement or in the other
Credit Documents, any other Transaction Document or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other
Transaction Document or for any failure of the Borrower or any of its
Subsidiaries or any of their respective officers to perform its obligations
hereunder or thereunder. The Administrative Agent shall not be under any
obligation



                                     -123-
<PAGE>


to any Lender to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement or the
other Transaction Documents, or to inspect the properties, books or records of
the Borrower or any of its Subsidiaries. The Administrative Agent shall not be
responsible to any Lender for the effectiveness, genuineness, validity,
enforceability, collectability or sufficiency of this Agreement or any other
Transaction Document or for any representations, warranties, recitals or
statements made herein or therein or made in any written or oral statement or in
any financial or other statements, instruments, reports, certificates or any
other documents in connection herewith or therewith furnished or made by the
Administrative Agent to the Lenders or by or on behalf of the Borrower or any of
its Subsidiaries to the Administrative Agent or any Lender or be required to
ascertain or inquire as to the performance or observance of any of the terms,
conditions, provisions, covenants or agreements contained herein or therein or
as to the use of the proceeds of the Loans or of the existence or possible
existence of any Default or Event of Default.

         12.04 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any note,
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, facsimile, telex or teletype message, statement, order or other
document or conversation reasonably believed by it to be genuine and correct and
to have been signed, sent or made by the proper Person or Persons and upon
advice and statements of legal counsel (including, without limitation, counsel
to the Borrower or any of its Subsidiaries), independent accountants and other
experts selected by the Administrative Agent. The Administrative Agent shall be
fully justified in failing or refusing to take any action under this Agreement
or any other Credit Document unless it shall first receive such advice or
concurrence of the Required Lenders as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action. The Administrative Agent shall in all cases be fully protected
in acting, or in refraining from acting, under this Agreement and the other
Credit Documents in accordance with a request of the Required Lenders, and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders.

         12.05 NOTICE OF DEFAULT. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
unless the Administrative Agent has actually received notice from a Lender or
the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give prompt notice thereof to the Lenders. The Administrative Agent shall take
such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Lenders; PROVIDED that, unless and until the
Administrative Agent shall have received such directions, the Administrative
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 in the best interests of the Lenders.

         12.06 NONRELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. Each
Lender expressly acknowledges that neither the Administrative Agent nor any of
its respective officers, directors, employees, agents, attorneys-in-fact or
affiliates have made any representations or war-



                                     -124-
<PAGE>


ranties to it and that no act by the Administrative Agent hereinafter taken,
including any review of the affairs of the Borrower or any of its Subsidiaries,
shall be deemed to constitute any representation or warranty by the
Administrative Agent to any Lender. Each Lender represents to the Administrative
Agent that it has, independently and without reliance upon the Administrative
Agent or any other Lender, and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, assets, operations, property, financial and other condition, prospects
and creditworthiness of the Borrower and its Subsidiaries and made its own
decision to make its Loans hereunder and enter into this Agreement. Each Lender
also represents that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement, and to make such investigation as it deems necessary to inform
itself as to the business, assets, operations, property, financial and other
condition, prospects and creditworthiness of the Borrower and its Subsidiaries.
The Administrative Agent shall not have any duty or responsibility to provide
any Lender with any credit or other information concerning the business,
operations, assets, property, financial and other condition, prospects or
creditworthiness of the Borrower, the Borrower or any of its Subsidiaries which
may come into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates.

         12.07 INDEMNIFICATION. The Lenders agree to indemnify the
Administrative Agent in its capacity as such ratably according to their
respective "percentages" as used in determining the Required Lenders at such
time or, if the Commitments have terminated and all Loans have been repaid in
full, as determined immediately prior to such termination and repayment (with
such "percentages" to be determined as if there are no Defaulting Lenders), from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, reasonable expenses or disbursements of any
kind whatsoever which may at any time (including, without limitation, at any
time following the payment of the Obligations) be imposed on, incurred by or
asserted against the Administrative Agent in its capacity as such in any way
relating to or arising out of this Agreement or any other Credit Document, or
any documents contemplated by or referred to herein or the transactions
contemplated hereby or any action taken or omitted to be taken by the
Administrative Agent under or in connection with any of the foregoing, but only
to the extent that any of the foregoing is not paid by the Borrower or any of
its Subsidiaries; PROVIDED that no Lender shall be liable to the Administrative
Agent for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
to the extent resulting from the gross negligence or willful misconduct of the
Administrative Agent (as determined by a court of competent jurisdiction in a
final and non-appealable decision). If any indemnity furnished to the
Administrative Agent for any purpose shall, in the opinion of the Administrative
Agent be insufficient or become impaired, the Administrative Agent may call for
additional indemnity and cease, or not commence, to do the acts indemnified
against until such additional indemnity is furnished. The agreements in this
Section 12.07 shall survive the payment of all Obligations.

         12.08 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. The
Administrative Agent and its affiliates may make loans to, investments in,
accept deposits from and generally



                                     -125-
<PAGE>


engage in any kind of business with the Borrower and its Subsidiaries and
Affiliates as though the Administrative Agent were not the Administrative Agent
hereunder. With respect to the Loans made by it and all Obligations owing to it,
the Administrative Agent shall have the same rights and powers under this
Agreement as any Lender and may exercise the same as though it were not the
Administrative Agent and the terms "Lender" and "Lenders" shall include the
Administrative Agent in its individual capacity.

         12.09 HOLDERS. The Administrative Agent may deem and treat the payee of
any Note as the owner thereof for all purposes hereof unless and until a written
notice of the assignment, transfer or endorsement thereof, as the case may be,
shall have been filed with the Administrative Agent. Any request, authority or
consent of any Person or entity who, at the time of making such request or
giving such authority or consent, is the holder of any Note shall be conclusive
and binding on any subsequent holder, transferee, assignee or indorsee, as the
case may be, of such Note or of any Note or Notes issued in exchange therefor.

         12.10 RESIGNATION OF THE ADMINISTRATIVE AGENT. (a) The Administrative
Agent may resign from the performance of all its functions and duties hereunder
and/or under the other Credit Documents at any time by giving 20 Business Days'
prior written notice to the Borrower and the Lenders. Such resignation shall
take effect upon the appointment of a successor Administrative Agent pursuant to
clauses (b) and (c) below or as otherwise provided below.

         (b) Upon any such notice of resignation, the Required Lenders shall
appoint a successor Administrative Agent hereunder or thereunder who shall be a
commercial bank or trust company reasonably acceptable to the Borrower.

         (c) If a successor Administrative Agent shall not have been so
appointed within such 20 Business Day period, the Administrative Agent, with the
consent of the Borrower (which consent shall not be unreasonably withheld or
delayed), shall then appoint a successor Administrative Agent who shall serve as
Administrative Agent hereunder or thereunder until such time, if any, as the
Required Lenders appoint a successor Administrative Agent as provided above.

         (d) If no successor Administrative Agent has been appointed pursuant to
clause (b) or (c) above by the 20th Business Day after the date such notice of
resignation was given by the Administrative Agent, the Administrative Agent's
resignation shall become effective and the Required Lenders shall thereafter
perform all the duties of the Administrative Agent hereunder and/or under any
other Credit Document until such time, if any, as the Lenders appoint a
successor Administrative Agent as provided above.

         12.11 OTHER AGENTS. No Person listed on the signature pages hereto as
Syndication Agent, Documentation Agent or a Co-Agent shall have any obligation
under this Agreement solely in its capacity as such an Agent.



                                     -126-
<PAGE>


         SECTION 13. MISCELLANEOUS.

         13.01 PAYMENT OF EXPENSES, ETC. The Borrower agrees to: (i) whether or
not the transactions herein contemplated are consummated, pay all reasonable
out-of-pocket costs and expenses of the Administrative Agent (including, without
limitation, the reasonable fees and disbursements of White & Case LLP and local
counsel) in connection with the negotiation, preparation, execution and delivery
of the Credit Documents and the documents and instruments referred to therein
and any amendment, waiver or consent relating thereto and in connection with the
Administrative Agent's syndication efforts with respect to this Agreement; (ii)
pay all reasonable out-of-pocket costs and expenses of the Administrative Agent,
each Letter of Credit Issuer and each of the Lenders in connection with the
enforcement of the Credit Documents and the documents and instruments referred
to herein or therein or in connection with any refinancing or restructuring of
the credit arrangements provided under this Agreement in the nature of a
"work-out" or pursuant to any insolvency or bankruptcy proceedings and, after an
Event of Default shall have occurred and be continuing, the protection of the
rights of the Administrative Agent, each Letter of Credit Issuer and each of the
Lenders thereunder (including, without limitation, in each case the reasonable
fees and disbursements of counsel (including in-house counsel) for the
Administrative Agent, for each Letter of Credit Issuer and for each of the
Lenders, PROVIDED that the Lenders agree, with respect to matters described in
this clause (ii), to employ a common outside counsel, selected by the
Administrative Agent and reasonably acceptable to the Required Lenders, except
and until, in the good faith judgment of the Lenders (or any of them, as the
case may be), the interests of such Lenders conflict sufficiently to warrant the
employment of separate counsel for such Lenders (or any of them, as the case may
be); (iii) pay and hold each of the Lenders harmless from and against any and
all present and future stamp and other similar taxes with respect to the
foregoing matters and save each of the Lenders harmless from and against any and
all liabilities with respect to or resulting from any delay or omission (other
than to the extent attributable to such Lender) to pay such taxes; and (iv)
indemnify the Administrative Agent, the Collateral Agent, each Letter of Credit
Issuer and each Lender, their respective officers, directors, employees,
representatives and agents (and, to the extent any Lender is a fund, such
Lender's trustees and investment advisors) from and hold each of them harmless
against any and all losses, liabilities, claims, damages or expenses incurred by
any of them (but excluding any such losses, liabilities, claims, damages or
expenses to the extent incurred by reason of the gross negligence or willful
misconduct of the Person to be indemnified (as determined by a court of
competent jurisdiction in a final and non-appealable decision)), as a result of,
or arising out of, or in any way related to, or by reason of, (a) any
investigation, litigation or other proceeding (whether or not the Administrative
Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender is a
party thereto and whether or not any such investigation, litigation or other
proceeding is between or among the Administrative Agent, the Collateral Agent,
any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or
otherwise) related to the entering into and/or performance of this Agreement or
any other Transaction Document or the use of the proceeds of any Loans hereunder
or the Transaction or the consummation of any other transactions contemplated in
any Transaction Document or (b) the actual or alleged presence of Hazardous
Materials in the air, surface water or groundwater or on the surface or
subsurface of any Real Property or any Environmental Claim, in each case,




                                     -127-
<PAGE>


including, without limitation, the reasonable fees and disbursements of counsel
and independent consultants incurred in connection with any such investigation,
litigation or other proceeding.

         13.02 RIGHT OF SETOFF. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuation of an Event of
Default, the Administrative Agent, the Collateral Agent, each Letter of Credit
Issuer and each Lender is hereby authorized at any time or from time to time,
without presentment, demand, protest or other notice of any kind to the Borrower
or any of its Subsidiaries or to any other Person, any such notice being hereby
expressly waived, to set off and to appropriate and apply any and all deposits
(general or special) and any other Indebtedness at any time held or owing by the
Administrative Agent, the Collateral Agent, such Letter of Credit Issuer or such
Lender (including, without limitation, by branches and agencies of the
Administrative Agent, the Collateral Agent, such Letter of Credit Issuer and
such Lender wherever located) to or for the credit or the account of any Credit
Party against and on account of the Obligations of any Credit Party to the
Administrative Agent, the Collateral Agent, such Letter of Credit Issuer or such
Lender under this Agreement or under any of the other Credit Documents,
including, without limitation, all interests in Obligations of any Credit Party
purchased by such Lender pursuant to Section 13.06(b), and all other claims of
any nature or description arising out of or connected with this Agreement or any
other Credit Document, irrespective of whether or not the Administrative Agent,
the Collateral Agent, such Letter of Credit Issuer or such Lender shall have
made any demand hereunder and although said Obligations shall be contingent or
unmatured. Notwithstanding anything to the contrary contained in this Section
13.02, no Lender shall exercise any such right of set-off without the prior
consent of the Administrative Agent or the Required Lenders if, and so long as,
the Obligations shall be secured by any Real Property located in the State of
California, it being understood and agreed, however, that this sentence is for
the sole benefit of the Lenders and may be amended, modified or waived in any
respect by the Required Lenders without the requirement of prior notice to or
consent by any Credit Party and does not constitute a waiver of any rights
against any Credit Party or against any Collateral.

         13.03 NOTICES. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, facsimile or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered, if to any Credit Party,
at the address specified opposite its signature below or in the other relevant
Credit Documents, as the case may be; if to any Lender, at its address specified
for such Lender on Annex II; or, at such other address as shall be designated by
any party in a written notice to the other parties hereto. All such notices and
communications shall be mailed, telegraphed, telexed, telecopied or cabled or
sent by overnight courier, and shall be effective when received.

         13.04 BENEFIT OF AGREEMENT. (a) This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; PROVIDED, HOWEVER, the Borrower may not assign or
transfer any of its rights, obligations or interest hereunder or under any other
Credit Document without the prior written consent of the Lenders and, PROVIDED
FURTHER, that, although any Lender may transfer, assign or grant participa-



                                     -128-
<PAGE>


tions in its rights hereunder, such Lender shall remain a "Lender" for all
purposes hereunder (and may not transfer or assign all or any portion of its
Commitments or Loans hereunder except as provided in Section 13.04(b)) and the
transferee, assignee or participant, as the case may be, shall not constitute a
"Lender" hereunder and, PROVIDED FURTHER, that no Lender shall transfer or grant
any participation under which the participant shall have rights to approve any
amendment to or waiver of this Agreement or any other Credit Document except to
the extent such amendment or waiver would (i) extend the final scheduled
maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is
not extended beyond the Revolving Loan Maturity Date) in which such participant
is participating, or reduce the rate or extend the time of payment of interest
or Fees thereon (except in connection with a waiver of applicability of any
post-default increase in interest rates) or reduce the principal amount thereof
(it being understood that any amendment or modification to the financial
definitions in this Agreement or to Section 13.07(a) shall not constitute a
reduction in the rate of interest or Fees for purposes of this clause (i)), or
increase the amount of the participant's participation over the amount thereof
then in effect (it being understood that a waiver of any Default or Event of
Default or of a mandatory reduction in the Total Commitment shall not constitute
a change in the terms of such participation, and that an increase in any
Commitment or Loan shall be permitted without the consent of any participant if
the participant's participation is not increased as a result thereof), (ii)
consent to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement or (iii) release all or substantially all of
the Collateral under all of the Security Documents (except as expressly provided
in the Credit Documents) supporting the Loans hereunder in which such
participant is participating. In the case of any such participation, the
participant shall not have any rights under this Agreement or any of the other
Credit Documents (the participant's rights against such Lender in respect of
such participation to be those set forth in the agreement executed by such
Lender in favor of the participant relating thereto) and all amounts payable by
the Borrower hereunder shall be determined as if such Lender had not sold such
participation.

         (b) Notwithstanding the foregoing, any Lender (or any Lender together
with one or more other Lenders) may (x) assign all or a portion of its
Commitments and related outstanding Obligations (or, if the Commitments with
respect to the relevant Tranche have been terminated, outstanding Obligations)
hereunder to (i) its parent company and/or any affiliate of such Lender which is
at least 50% owned by such Lender or its parent company or to one or more
Lenders or (ii) in the case of any Lender that is a fund that invests in loans,
any other fund that invests in loans and is managed or advised by the same
investment advisor of such Lender or by an Affiliate of such investment advisor
or (y) assign all, or if less than all, a portion equal to at least $2,000,000
in the aggregate for the assigning



                                     -129-
<PAGE>


Lender or assigning Lenders, of such Revolving Loan Commitments (and related
outstanding Obligations hereunder) and/or outstanding principal amount of Term
Loans (or, if prior to the Initial Borrowing Date, Term Loan Commitments) to one
or more Eligible Transferees (treating any fund that invests in loans and any
other fund that invests in loans and is managed or advised by the same
investment advisor of such fund or by an Affiliate of such investment adviser as
a single Eligible Transferee), each of which assignees shall become a party to
this Agreement as a Lender by execution of an Assignment and Assumption
Agreement, PROVIDED that (i) at such time Annex I shall be deemed modified to
reflect the Commitments (and/or outstanding Loans, as the case may be) of such
new Lender and of the existing Lenders, (ii) upon surrender of the relevant
Notes by the assigning Lender (or the furnishing of a standard indemnity letter
from the respective assigning Lender in respect of any lost Notes), new Notes
will be issued, at the Borrower's expense and at the request of the respective
Lenders, to such new Lender and to the assigning Lender, such new Notes to be in
conformity with the requirements of Section 1.05 (with appropriate
modifications) to the extent needed to reflect the revised Commitments (and/or
outstanding Loans, as the case may be), (iii) the consent of the Administrative
Agent and, so long as no Default or Event of Default then exists and only with
respect to assignments effected after the Syndication Date, the consent of the
Borrower shall (in either case) be required in connection with any such
assignment pursuant to clause (y) of this Section 13.04(b) (each of which
consents shall not be unreasonably withheld or delayed), (iv) the consent of the
Swingline Lender and each Letter of Credit Issuer shall be required in
connection with any assignment of Revolving Loan Commitments pursuant to clause
(y) of this Section 13.04(b) (each of which consents shall not be unreasonably
withheld or delayed) and (v) the Administrative Agent shall receive at the time
of each assignment, from the assigning or assignee Lender, the payment of a
non-refundable assignment fee of $3,500; and, PROVIDED FURTHER, that such
transfer or assignment will not be effective until recorded by the
Administrative Agent on the Register pursuant to Section 13.17. To the extent of
any assignment pursuant to this Section 13.04(b), the assigning Lender shall be
relieved of its obligations hereunder with respect to its assigned Commitments
and/or Loans. At the time of each assignment pursuant to this Section 13.04(b)
to a Person which is not already a Lender hereunder and which is not a United
States person (as such term is defined in Section 7701(a)(30) of the Code) for
Federal income tax purposes, the respective assignee Lender shall provide to the
Borrower and the Administrative Agent the appropriate Internal Revenue Service
Forms (and, if applicable a Section 4.04(b)(ii) Certificate) described in
Section 4.04(b). To the extent that an assignment of all or any portion of a
Lender's Commitment and related outstanding Obligations pursuant to Section 1.13
or this Section 13.04(b) would, at the time of such assignment, result in
increased costs under Section 1.10, 1.11, 2.05 or 4.04 from those being charged
by the respective assigning Lender prior to such assignment, then the Borrower
shall not be obligated to pay such increased costs (although the Borrower shall
be obligated to pay any other increased costs of the type described above
resulting from changes after the date of the respective assignment).
Notwithstanding anything to the contrary contained above, at any time after the
termination of the Total Revolving Loan Commitment, if any Revolving Loans or
Letters of Credit remain outstanding, assignments may be made as provided above,
except that the respective assignment shall be of a portion of the outstanding
Revolving Loans of the respective RL Lender and its participation in Letters of
Credit and its obligation to make Mandatory Borrowings, although any such
assignment effected after the termination of the Total Revolving Loan Commitment
shall not release the assigning RL Lender from its obligations as a Participant
with respect to outstanding Letters of Credit or to fund its share of any
Mandatory Borrowing (although the respective assignee may agree, as between
itself and the respective assigning RL Lender, that it shall be responsible for
such amounts).

         (c) Nothing in this Agreement shall prevent or prohibit any Lender from
pledging its Loans and Notes hereunder to a Federal Reserve Bank in support of
borrowings made by such Lender from such Federal Reserve Bank and any Lender
which is a fund may pledge all or any portion of its Loans and Notes to its




                                     -130-
<PAGE>


trustee in support of its obligations to its trustee. No pledge pursuant to this
clause (c) shall release the transferor lender from any of its obligations
hereunder.

         13.05 NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the part
of the Administrative Agent or any Lender in exercising any right, power or
privilege hereunder or under any other Credit Document and no course of dealing
between any Credit Party and the Administrative Agent or any Lender shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder or under any other Credit Document preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege hereunder or thereunder. The rights and remedies herein expressly
provided are cumulative and not exclusive of any rights or remedies which the
Administrative Agent or any Lender would otherwise have. No notice to or demand
on any Credit Party in any case shall entitle any Credit Party to any other or
further notice or demand in similar or other circumstances or constitute a
waiver of the rights of the Administrative Agent or the Lenders to any other or
further action in any circumstances without notice or demand.

         13.06 PAYMENTS PRO RATA. (a) The Administrative Agent agrees that
promptly after its receipt of each payment from or on behalf of any Credit Party
in respect of any Obligations of such Credit Party, it shall, except as
otherwise provided in this Agreement, distribute such payment to the Lenders
(other than any Lender that has consented in writing to waive its PRO RATA share
of such payment) PRO RATA based upon their respective shares, if any, of the
Obligations with respect to which such payment was received.

         (b) Each of the Lenders agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise) which is applicable to the payment of the principal of, or interest
on, the Loans, Unpaid Drawings or Fees, of a sum which with respect to the
related sum or sums received by other Lenders is in a greater proportion than
the total of such Obligation then owed and due to such Lender bears to the total
of such Obligation then owed and due to all of the Lenders immediately prior to
such receipt, then such Lender receiving such excess payment shall purchase for
cash without recourse or warranty from the other Lenders an interest in the
Obligations of the respective Credit Party to such Lenders in such amount as
shall result in a proportional participation by all of the Lenders in such
amount; PROVIDED that if all or any portion of such excess amount is thereafter
recovered from such Lender, such purchase shall be rescinded and the purchase
price restored to the extent of such recovery, but without interest.

         13.07 CALCULATIONS; COMPUTATIONS. (a) The financial statements to be
furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with GAAP consistently applied throughout the periods involved
(except as set forth in the notes thereto or as otherwise disclosed in writing
by the Borrower to the Lenders); PROVIDED THAT, except otherwise specifically
provided herein, all computations used in determining compliance with Sections
4.02, 8.14 and 9, including definitions used therein and all computations used
in determining the Applicable Margin shall, in each case, utilize accounting
principles and policies in effect at the time of the preparation of, and in
conformity with those used to prepare, the December 31, 1999



                                     -131-
<PAGE>


financial statements of the Borrower delivered to the Lenders pursuant to
Section 7.10(b); PROVIDED FURTHER, that to the extent expressly required
pursuant to the provisions of this Agreement, certain calculations shall be made
on a PRO FORMA Basis.

         (b) All computations of interest and Fees hereunder shall be made on
the actual number of days elapsed over a year of 360 days; PROVIDED that all
computations of interest on Base Rate Loans determined by reference to the Prime
Lending Rate shall be based on the actual number of days elapsed over a year of
365 days (or 366 days, as the case may be).

         13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE. (a) THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding
with respect to this Agreement or any other Credit Document may be brought in
the courts of the State of New York or of the United States for the Southern
District of New York in each case which are located in the City of New York,
and, by execution and delivery of this Agreement, the Borrower hereby
irrevocably accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. The Borrower hereby
further irrevocably waives any claim that any such courts lack jurisdiction over
such Credit Party, and agrees not to plead or claim, in any legal action or
proceeding with respect to this Agreement or any other Credit Document brought
in any of the aforesaid courts, that any such court lacks jurisdiction over such
Credit Party. The Borrower further irrevocably consents to the service of
process in any such action or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to such Credit Party, at its
address for notices pursuant to Section 13.03, such service to become effective
30 days after such mailing. The Borrower hereby irrevocably waives any objection
to such service of process and further irrevocably waives and agrees not to
plead or claim in any action or proceeding commenced hereunder or under any
other Credit Document that service of process was in any way invalid or
ineffective. Nothing herein shall affect the right of the Administrative Agent,
any Lender or the holder of any Note to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against
any Credit Party in any other jurisdiction.

         (b) The Borrower hereby irrevocably waives any objection which it may
now or hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Agreement or any other
Credit Document brought in the courts referred to in clause (a) above and hereby
further irrevocably waives and agrees not to plead or claim in any such court
that any such action or proceeding brought in any such court has been brought in
an inconvenient forum.

         13.09 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts executed by all the parties hereto shall be lodged with the
Borrower and the Administrative Agent.



                                     -132-
<PAGE>

         13.10 EFFECTIVENESS. This Agreement shall become effective on the date
(the "Effective Date") on which the Borrower, the Administrative Agent and each
of the Lenders shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered the same to the Administrative
Agent at the Notice Office or, in the case of the Lenders, shall have given to
the Administrative Agent telephonic (confirmed in writing), written, telex or
facsimile notice (actually received) at such office that the same has been
signed and mailed to it. The Administrative Agent will give the Borrower and
each Lender prompt written notice of the occurrence of the Effective Date.

         13.11 HEADINGS DESCRIPTIVE. The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

         13.12 AMENDMENT OR WAIVER; ETC. (a) Neither this Agreement nor any
other Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the respective Credit Parties party thereto and the
Required Lenders, PROVIDED that no such change, waiver, discharge or termination
shall, without the consent of each Lender (other than a Defaulting Lender) (with
Obligations being directly affected thereby in the case of the following clause
(i)), (i) extend the final scheduled maturity of any Loan or Note or extend the
stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date,
or reduce the rate or extend the time of payment of interest or Fees thereon, or
reduce the principal amount thereof (it being understood that any amendment or
modification to the financial definitions in this Agreement or to Section
13.07(a) shall not constitute a reduction in the rate of interest or fees for
purposes of this clause (i)), (ii) release all or substantially all of the
Collateral (except as expressly provided in the Security Documents) under all
the Security Documents, (iii) amend, modify or waive any provision of this
Section 13.12 (except for technical amendments with respect to additional
extensions of credit pursuant to this Agreement which afford the protections to
such additional extensions of credit of the type provided to the Term Loans, the
Initial A Term Loan Commitments, the Revolving Loan Commitments and the
Acquisition Loan Commitments on the Effective Date), (iv) reduce the percentage
specified in the definition of Required Lenders (it being understood that, with
the consent of the Required Lenders, additional extensions of credit pursuant to
this Agreement may be included in the determination of the Required Lenders on
substantially the same basis as the extensions of Term Loans, the Initial A Term
Loan Commitments, Revolving Loan Commitments and the Acquisition Loan
Commitments are included on the Effective Date) or (v) consent to the assignment
or transfer by the Borrower of any of its rights and obligations under this
Agreement; PROVIDED FURTHER, that no such change, waiver, discharge or
termination shall (u) increase the Commitments of any Lender over the amount
thereof then in effect without the consent of such Lender (it being understood
that waivers or modifications of conditions precedent, covenants, Defaults or
Events of Default or of a mandatory reduction in the Total Commitment shall not
constitute an increase of the Commitment of any Lender, and that an increase in
the available portion of any Commitment of any Lender shall not constitute an
increase in the Commitment of such Lender), (v) without the consent of each
Letter of Credit Issuer or the Swingline Lender, as the case may be, amend,
modify or waive any provision of Section 2 or alter its rights or obligations
with respect to



                                     -133-
<PAGE>

Letters of Credit or Swingline Loans, (w) without the consent of the
Administrative Agent, amend, modify or waive any provision of Section 12 as same
applies to the Administrative Agent or any other provision as same relates to
the rights or obligations of the Administrative Agent, (x) without the consent
of the Collateral Agent, amend, modify or waive any provision relating to the
rights or obligations of the Collateral Agent, (y) except in cases where
additional extensions of term loans and/or revolving loans are being afforded
substantially the same treatment afforded to the Term Loans, Revolving Loans and
Acquisition Revolving Loans pursuant to this Agreement as originally in effect,
without the consent of the Majority Lenders of each Tranche which is being
allocated a lesser prepayment, repayment or commitment reduction as a result of
the actions described below (or without the consent of the Majority Lenders of
each Tranche in the case of an amendment to the definition of Majority Lenders),
amend the definition of Majority Lenders or alter the required application of
any prepayments or repayments (or commitment reduction), as between the various
Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Sections 4.02(b),
4.02(c) and 4.02(d)) (although the Required Lenders may waive, in whole or in
part, any such prepayment, repayment or commitment reduction, so long as the
application, as amongst the various Tranches, of any such prepayment, repayment
or commitment reduction which is still required to be made is not altered) or
(z) without the consent of the Supermajority Lenders of the respective Tranche,
reduce the amount of, or extend the date of, any Tranche A Scheduled Repayment,
Tranche B Scheduled Repayment or Acquisition Loan Scheduled Repayment, as the
case may be, or amend the definition of Supermajority Lenders (it being
understood that, with the consent of the Required Lenders, additional extensions
of credit pursuant to this Agreement may be included in the determination of the
Supermajority Lenders on substantially the same basis as the extensions of Term
Loans, Initial A Term Loan Commitments, Revolving Loan Commitments and
Acquisition Loan Commitments are included on the Effective Date).

         (b) If, in connection with any proposed change, waiver, discharge or
termination to any of the provisions of this Agreement as contemplated by
clauses (i) through (v), inclusive, of the first proviso to Section 13.12(a),
the consent of the Required Lenders is obtained but the consent of one or more
of such other Lenders whose consent is required is not obtained, then the
Borrower shall have the right, so long as all non-consenting Lenders whose
individual consent is required are treated as described in either clause (A) or
(B) below, to either (A) replace each such non-consenting Lender or Lenders (or,
at the option of the Borrower if the respective Lender's consent is required
with respect to less than all Tranches of Loans (or related Commitments), to
replace only the respective Tranche of Commitments and/or Loans of the
respective non-consenting Lender which gave rise to the need to obtain such
Lender's individual consent) with one or more Replacement Lenders pursuant to
Section 1.13 so long as at the time of such replacement, each such Replacement
Lender consents to the proposed change, waiver, discharge or termination or (B)
terminate such non-consenting Lender's Commitments (if such Lender's consent is
required as a result of its respective Commitment) and/or repay each Tranche of
outstanding Loans of such Lender which gave rise to the need to obtain such
Lender's consent and/or cash collateralize its applicable RL Percentage of the
Letter of Credit of Outstandings, in accordance with Sections 3.02(d) and/or
4.01(b), PROVIDED that, unless the Commitments which are terminated and Loans
which are repaid pursuant to preceding clause (B) are immediately replaced in
full at such time through the addition of new Lenders or the increase of the
Commit-



                                     -134-
<PAGE>

ments and/or outstanding Loans of existing Lenders (who in each case must
specifically consent thereto), then in the case of any action pursuant to
preceding clause (B) the Required Lenders (determined after giving effect to the
proposed action) shall specifically consent thereto, PROVIDED FURTHER, that the
Borrower shall not have the right to replace a Lender, terminate its Commitments
or repay its Loans solely as a result of the exercise of such Lender's rights
(and the withholding of any required consent by such Lender) pursuant to the
second proviso to Section 13.12(a).

         13.13 SURVIVAL. All indemnities set forth herein including, without
limitation, in Section 1.10, 1.11, 2.05, 4.04, 12.07 or 13.01, shall survive the
execution and delivery of this Agreement and the making and repayment of the
Loans.

         13.14 DOMICILE OF LOANS AND COMMITMENTS. Each Lender may transfer and
carry its Loans and/or Commitments at, to or for the account of any branch
office, subsidiary or affiliate of such Lender; PROVIDED that the Borrower shall
not be responsible for costs arising under Section 1.10, 1.11, 2.05 or 4.04
resulting from any such transfer (other than a transfer pursuant to Section
1.12) to the extent such costs would not otherwise be applicable to such Lender
in the absence of such transfer.

         13.15 CONFIDENTIALITY. (a) Each of the Lenders agrees that it will use
its reasonable efforts not to disclose without the prior consent of the Borrower
(other than to its directors, employees, officers, auditors, counsel or other
professional advisors, to affiliates or to another Lender if the Lender or such
Lender's holding or parent company in its sole discretion determines that any
such party should have access to such information) any information with respect
to the Borrower or any of its Subsidiaries which is furnished pursuant to this
Agreement and which is designated by the Borrower to the Lenders in writing as
confidential; PROVIDED that any Lender may disclose any such information (a) as
has become generally available to the public, (b) as may be required or
appropriate (x) in any report, statement or testimony submitted to any
municipal, state or Federal regulatory body having or claiming to have
jurisdiction over such Lender or to the Federal Reserve Board or the Federal
Deposit Insurance Corporation or similar organizations (whether in the United
States or elsewhere) or their successors or (y) in connection with any request
or requirement of any such regulatory body, (c) as may be required or
appropriate in response to any summons or subpoena or in connection with any
litigation, (d) to comply with any law, order, regulation or ruling applicable
to such Lender, (e) to the Administrative Agent or the Collateral Agent, (f) to
any direct or indirect contractual counterparty in swap agreements or such
contractual counterparty's professional advisor (so long as such contractual
counterparty or professional advisor to such contractual counterparty agrees to
be bound by the provisions of this Section 13.15), (g) to the National
Association of Insurance Commissioners or any similar organization or any
nationally recognized rating agency that requires access to information about a
Lender's investment portfolio in connection with ratings issued with respect to
such Lender, and (h) to any prospective transferee in connection with any
contemplated transfer of any of the Notes or any interest therein by such
Lender; PROVIDED that such prospective transferee agrees to be bound by this
Section 13.15 to the same extent as such Lender.



                                     -135-
<PAGE>

         (b) The Borrower hereby acknowledges and agrees that each Lender may
share with any of its affiliates any information related to the Borrower or any
of its Subsidiaries (including, without limitation, any nonpublic customer
information regarding the creditworthiness of the Borrower and its
Subsidiaries), PROVIDED that such Persons shall be subject to the provisions of
this Section 13.15 to the same extent as such Lender.

         13.16 WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THIS AGREEMENT
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

         13.17 REGISTER. The Borrower hereby designates the Administrative Agent
to serve as the Borrower's agent, solely for purposes of this Section 13.17, to
maintain a register (the "Register") on which it will record the Commitments
from time to time of each of the Lenders, the Loans made by each of the Lenders
and each repayment in respect of the principal amount of the Loans of each
Lender. Failure to make any such recordation, or any error in such recordation,
shall not affect the Borrower's obligations in respect of such Loans. With
respect to any Lender, the transfer of the Commitments of such Lender and the
rights to the principal of, and interest on, any Loan made pursuant to such
Commitments shall not be effective until such transfer is recorded on the
Register maintained by the Administrative Agent with respect to ownership of
such Commitment and Loans and prior to such recordation all amounts owing to the
transferor with respect to such Commitment and Loans shall remain owing to the
transferor. The registration of assignment or transfer of all or part of any
Commitment and Loans shall be recorded by the Administrative Agent on the
Register only upon the acceptance by the Administrative Agent of a properly
executed and delivered Assignment and Assumption Agreement pursuant to Section
13.04(b). Coincident with the delivery of such an Assignment and Assumption
Agreement to the Administrative Agent for acceptance and registration of
assignment or transfer of all or part of a Loan, or as soon thereafter as
practicable, the assigning or transferor Lender shall surrender any Note
evidencing such Loan, and thereupon one or more new Notes in the same aggregate
principal amount shall be issued to the assigning or transferor Lender and/or
the new Lender, in each case upon the request of the respective Lenders. The
Borrower agrees to indemnify the Administrative Agent from and against any and
all losses, claims, damages and liabilities of whatsoever nature which may be
imposed on, asserted against or incurred by the Administrative Agent in
performing its duties under this Section 13.17.

                                      * * *


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

<TABLE>
<CAPTION>
ADDRESS:

<S>                                    <C>
7777 Washington Village Drive          DAYTON SUPERIOR CORPORATION
Suite 130
Dayton, OH 45459
Attention:  President                  By /s/ John A. Ciccarelli
Telephone: (937) 428-6368                 --------------------------------
Facsimile:   (937) 428-9560               Title:  President



                                       BANKERS TRUST COMPANY,
                                            Individually and as Administrative Agent


                                       /s/ Susan L. Le Fevre
                                       -----------------------------------
                                       Director



                                       MERRILL LYNCH CAPITAL CORPORATION,
                                            Individually and as Syndication Agent


                                       /s/ Christopher Birosak
                                       -----------------------------------
                                       Vice President

<PAGE>



                                       BANK ONE, MICHIGAN
                                            Individually and as Documentation Agent


                                       /s/ Paul A. Harris
                                       -----------------------------------
                                       Managing Director
                                       Ohio Large Corporate



                                       NATIONAL CITY BANK,
                                            Individually and as Co-Agent


                                       /s/ Neal R. Ratliff
                                       -----------------------------------
                                       Vice President



                                       BANK OF AMERICA, N.A.,
                                            Individually and as Co-Agent


                                       /s/ Andrew P. Bucolo
                                       -----------------------------------
                                       Vice President



                                       TRANSAMERICA BUSINESS CREDIT CORPORATION


                                       /s/ Perry Vavoules
                                       -----------------------------------
                                       Senior Vice President


<PAGE>

                                       SUMMIT BANK


                                       /s/ Donna Keenan
                                       -----------------------------------
                                       Vice President



                                       COMERICA BANK


                                       /s/ Anthony L. Davis
                                       -----------------------------------
                                       Assistant Vice President



                                       MICHIGAN NATIONAL BANK


                                       /s/ Neran Shaya
                                       -----------------------------------
                                       Vice President



                                       HUNTINGTON NATIONAL BANK


                                       /s/ Kassem K. Matt
                                       -----------------------------------
                                       Assistant Vice President




<PAGE>

                                       PROVIDENT BANK


                                       /s/ Timothy Davis
                                       -----------------------------------
                                       Vice President



                                       KZH SOLEIL LLC


                                       /s/ Susan Lee
                                       -----------------------------------
                                       Authorized Agent



                                       MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST


                                       /s/ Sheila A. Finnerty
                                       -----------------------------------
                                       Senior Vice President
</TABLE>



<PAGE>



                                                                         ANNEX I
                         LIST OF LENDERS AND COMMITMENTS

<TABLE>
<CAPTION>
                            Lender              Initial A Term Loan    Initial B Term Loan   Revolving Loan     Acquisition Loan
                            ------                   Commitment            Commitment          Commitment          COMMITMENT
                                                     ----------            ----------          ----------          ----------
<S>                                                <C>                   <C>                  <C>                <C>
Bankers Trust Company                              $2,667,874.40         $21,750,000.00       $5,676,328.53      $3,405,797.11
Merrill Lynch Capital Corporation                  $2,667,874.40                              $5,676,328.50      $3,405,797.10
Bank One, Michigan                                 $2,270,531.40                              $4,830,917.87      $2,898,550.72
National City Bank                                 $2,270,531.40                              $4,830,917.87      $2,898,550.72
Bank of America, N.A.                              $2,043,478.26          $1,000,000.00       $4,347,826.09      $2,608,695.65
TransAmerica Business Credit Corporation           $1,929,951.69                              $4,106,280.19      $2,463,768.12
Summit Bank                                        $1,929,951.69                              $4,106,280.19      $2,463,768.12
Comerica Bank                                      $1,929,951.69                              $4,106,280.19      $2,463,768.12
Michigan National Bank                             $1,929,951.69                              $4,106,280.19      $2,463,768.12
Huntington National Bank                           $1,929,951.69                              $4,106,280.19      $2,463,768.12
Provident Bank                                     $1,929,951.69                              $4,106,280.19      $2,463,768.12
KZH Soleil LLC (SunAmerica)                                               $3,625,000.00
Morgan Stanley Dean Witter Prime Income Trust                             $3,625,000.00
                                                   --------------        --------------      --------------      --------------
Total                                              $23,500,000.00        $30,000,000.00      $50,000,000.00      $30,000,000.00
                                                   ==============        ==============      ==============      ==============
</TABLE>



<PAGE>




                                                                        ANNEX II


                                LENDER ADDRESSES

<TABLE>
<CAPTION>
LENDER                                             ADDRESS

<S>                                                <C>
Bankers Trust Company                              130 Liberty Street
                                                   New York, New York 10006
                                                   Attention:  Diane Rolfe
                                                   Telephone No.:  (212) 250-1661
                                                   Telecopier No.:  (212) 250-7218

Merrill Lynch Capital Corporation                  World Financial Center
                                                   North Tower
                                                   250 Vesey Street
                                                   New York, New York  10281
                                                   Attention:  Bertram Michel
                                                   Telephone No.: (212) 449-5205
                                                   Telecopier No.: (212) 449-9732

Bank One, Michigan                                 c/o Bank One, NA
                                                   100 East Broad Street, 7th Floor
                                                   Columbus, OH 43215
                                                   Attention:  Paul A. Harris
                                                   Telephone No.: (614) 248-1780
                                                   Telecopier No.: (614) 248-5518

National City Bank                                 6 North Main Street
                                                   Dayton, OH 45412-2200
                                                   Attention:  Neal R. Ratliff
                                                   Telephone No.: (937) 226-2186
                                                   Telecopier No.: (937) 226-2058

Bank of America, N.A.                              231 South LaSalle Street
                                                   Chicago, IL 60697
                                                   Attention:  Andrew Bucolo
                                                   Telephone No.: (312) 828-0947
                                                   Telecopier No.: (312) 974-2109

TransAmerica                                       International Corporate Center at Rye
Business Credit Corporation                        555 Theodore Fremd Avenue, Suite C-301
                                                   Rye, NY 10580
                                                   Attention:  Perry Vavoules/Paul Dellova
                                                   Telephone No.: (914) 925-7218/7219
                                                   Telecopier No.: (914) 921-0110


<PAGE>

                                                                        Annex II
                                                                          Page 2

Summit Bank                                        250 Moore Street
                                                   Hackensack, NJ 07610
                                                   Attention:  Bonnie Gershon
                                                   Telephone No.: (201) 646-5953
                                                   Telecopier No.: (201) 488-6185

Comerica Bank                                      One Detroit Center
                                                   500 Woodward Avenue, 9th Floor
                                                   Detroit, MI 48226-3268
                                                   Attention:  Anthony L. Davis
                                                   Telephone No.: (313) 222-9452
                                                   Telecopier No.: (313) 222-9514

Michigan National Bank                             27777 Inster Road
                                                   P.O. Box 9065
                                                   Farmington Hills, MI 48333-9065
                                                   Attention:  Neran Shaya
                                                   Telephone No.: (248) 473-4212
                                                   Telecopier No.: (248) 473-4345

Huntington National Bank                           41 South High Street
                                                   Columbus, OH 43215
                                                   Attention:  Kassem K. Matt
                                                   Telephone No.: (614) 480-5373
                                                   Telecopier No.: (614) 480-3698

Provident Bank                                     Courthouse Plaza, Suite 1100
                                                   10 West Second Street, 231 S
                                                   Dayton, OH 45402
                                                   Attention:  Timothy L. Davis
                                                   Telephone No.: (937) 223-2840
                                                   Telecopier No.: (937) 223-3522



<PAGE>

                                                                        Annex II
                                                                          Page 3


KZH Soleil, LLC                                    c/o The Chase Manhattan Bank
         SunAmerica                                140 East 45th Street
                                                   11th Floor
                                                   New York, NY 10017
                                                   Attention:  Virginia Conway
                                                   Telephone No.: (212) 622-9353
                                                   Telecopier No.: (212) 622-0123

         with a copy to:                           Weil, Gotshal & Manges LLP
                                                   767 5th Avenue, 34th Floor
                                                   New York, NY 10153
                                                   Attention: Shan D. McSweeney
                                                   Telephone No.: (212) 310-6857
                                                   Telecopier No.: (212) 310-8007

Morgan Stanley Dean Witter                         Two World Trade Center
Prime Income Trust                                 New York,  NY 10048
                                                   Attention:  Peter Gewirtz
                                                   Telephone No.: (212) 392-1600
                                                   Telecopier No.: (212) 392-3587
</TABLE>



<PAGE>

                                                                       ANNEX III


                         PLANS AND MULTI-EMPLOYER PLANS

         A.   PENSION PLANS

         1.   Dayton Superior Corporation Savings Plan
         2.   Dayton Superior Corporation Master Savings Plan
         3.   Dayton Superior Corporation Master Pension Plan
         4.   Dayton Superior Corporation Retirement Plan for Hourly-Rated
              Employees, Parsons, Kansas
         5.   Dayton Superior Corporation Employees Retirement Plan
         6.   Dayton Superior Corporation Savings Plan for Collectively
              Bargained Employees
         7.   Dayton Superior Corporation Employee Savings Plan
         8.   Dayton Superior Corporation Pension Plan
         9.   Dayton Superior Executive Compensation Plan (nonqualified deferred
              compensation plan for four Dur-O-Wal employees)
         10.  Senior Executive Incentive Plan (frozen deferred compensation plan
              for certain senior executives prior to 1989, which was fully
              accrued for on the most recent balance sheet included in the
              Financial Statements)
         11.  Dur-O-Wal, Inc. 401(k) Profit Sharing Plan
         12.  Symons Corporation Employees Retirement Plan
         13.  Symons Corporation 401(k) Savings Plan
         14.  Symons Corporation Employee Retirement Savings Plan
         15.  Symons Corporation Master Pension Plan

Note:    Dayton Superior Corporation currently maintains only the following
         tax-qualified plans: Dayton Superior Corporation Savings Plan; Dayton
         Superior Corporation Master Savings Plan; and Dayton Superior
         Corporation Master Pension Plan. The other plans listed above (other
         than #9 and #10) have been merged into the current plans or have been
         terminated.

         B.   MULTI-EMPLOYER PLANS

         1.   Central States H&W & Pension Fund Plan (St. Joseph, Mo - 2
              employees)
         2.   Western Conf. of Teamsters Pension Trust Fund (Santa Fe Springs,
              Ca - approximately 17 employees; Los Angeles, Ca - approximately 8
              employees)
         3.   National Industrial Group Pension Plan (Tremont, Pa -
              approximately 99 employees)
         4.   I.A.M. Pension Fund Plan (Parsons, Ks - approximately 129
              employees)
         5.   Joint Counsel of Teamsters  Welfare Trust Fund (Southwest
              Administrators)(Santa Fe Springs, Ca)

Note:    Symons Corporation withdrew from the I.A.M. Pension Fund Plan with
         respect to I.A.M. members at its Des Plaines, Illinois facility on
         January 1, 1995 and withdrew from the carpenters union Multi-Employer
         Plan with respect to carpenters union members at its Des Plaines,
         Illinois facility on June 1, 1999. In both cases, the respective plan
         informed Symons Corporation that no liability would be assessed on the
         withdrawal.


<PAGE>



                                                                        ANNEX IV


                                  SUBSIDIARIES

         The Subsidiaries of the Borrower are:

                  Symons Corporation
                  Dur-O-Wal, Inc.
                  Dayton Superior Canada Ltd.
                  Dayton Superior FSC Corp.

<PAGE>



                                                                         Annex V

                                  REAL PROPERTY

A.       DAYTON SUPERIOR CORPORATION:

         OWNED REAL PROPERTY:

         1900 Wilson
         Parsons, KS

         530 Madison Avenue (Centralia)
         Junction City, IL

         402 South First Street
         Oregon, IL

         721 Richard Street
         Miamisburg, OH

         County Road 113
         Rushsylvania, OH

         5025 Easton Road
         St. Joseph, MO

         298 Keystone Drive
         Bethlehem, PA

         3 Horne Drive, PO Box 409
         Folcroft, PA

         55 North Pine Street
         Tremont, PA

         LEASED REAL PROPERTY

         1421 Hildegarde Drive
         Birmingham, AL

         580 Elm Street
         Helena, AL

         1201 Mohave Road
         Parker, AZ

         530 E. Dyer Road
         Santa Ana, CA

         9415 Sorenson Avenue
         Santa Fe Springs, CA

         4975 Pontiac Street
         Commerce City, CO

         6625 N. Washington Street
         Denver, CO


<PAGE>

                                                                         Annex V
                                                                          Page 2


         1887 Central Florida Parkway
         Orlando, FL

         9745 NW 80th Avenue
         Hialeah Gardens, FL

         670 Great Southwest Parkway
         Atlanta, GA

         2150B South Route 45-52
         Kankakee, IL

         30 Manning Road
         Billercia, MA

         7777 Washington Village Drive
         Dayton, OH

         2564 Kohnle Drive
         Miamisburg, OH

         1202 Avenue T
         Grand Prairie, TX

         6417 Toledo
         Houston, TX

         1000 Lofland Drive
         Waxahachie, TX

         500 South Lander Street
         Seattle, WA

         742 Boul. Industriel, Suite 104
         Blainville Que, Canada

         396 Attwell Drive
         Rexdale, Ontario Canada

B.       SYMONS CORPORATION:

         OWNED REAL PROPERTY:

         6665 N. Washington Street
         Denver, CO

         150 Bryan Road
         Dania, FL

         200 East Touhy Avenue
         Des Plaines, IL

         1112 East Airline Highway
         La Place, LA


<PAGE>

                                                                         Annex V
                                                                          Page 3

         7053 Brookdale Drive
         Elkridge, MD

         1010 Hutton Drive
         Carrollton, TX

         1989 Peachleaf
         Houston, TX

         1155 Church Hill Drive
         New Braunfels, TX

         LEASED REAL PROPERTY:

         511 E. Mohave
         Phoenix, AZ

         3447 Investment Blvd., Suite 5
         Hayward, CA

         722 S. Parriott Place
         Industry, CA

         8280 Utica
         Rancho Cucamonga, CA

         880 Thorpe Road
         Orlando, FL

         2219 Lithonia Industrial Blvd
         Lithonia, GA

         591 River Road
         Silver Grove, KY

         9301 Penn Avenue South
         Bloomington, MN

         6000 Old Pineville Road
         Charlotte, NC

         1550 Highway 70 W
         Clayton, NC

         203 Swing Road
         Greensboro, NC

         509 Gurley's Mill Road
         Princeton, NC

         2049 Corporate Drive
         Wilmington, NC

         400 Max Court
         Henderson, NV


<PAGE>

                                                                         Annex V
                                                                          Page 4


         6415 Plaster Mill Road
         Victor, NY

         200 King Manor Drive
         King of Prussia, PA

         4201 Grand Avenue
         Neville Island, PA

         1361 Stockholder Avenue
         Myrtle Beach, SC

         5071 Rivers Avenue
         North Charleston, SC

         8406 Earle Road, Suite A
         Mechanicsville, VA

         N11 W 24651 Silvernail Road
         Pewaukee, WI

         70 Golden Drive
         Coquitlam, British Columbia

         5423B Portage Avenue
         Headingley, Manitoba

C.       DUR-O-WAL:

         OWNED REAL PROPERTY:

         625 Crane Street
         Aurora, IL

         601 North Point
         Baltimore, MD

         LEASED REAL PROPERTY:

         829 34th Street North
         Birmingham, AL

         3213-15-17 8th Avenue North
         Birmingham, AL

         213 South Alma School Road
         Mesa, AZ

         4260 Westbrook Drive, Suite 120
         Aurora, IL

<PAGE>



                                                                        ANNEX VI



                              EXISTING INDEBTEDNESS


                        INDEBTEDNESS NOT TO BE REFINANCED
<TABLE>
<CAPTION>
                             Agreements                     Principal Amount Outstanding
                             ----------                   as of the Initial Borrowing Date
                                                          --------------------------------
<S>                                                               <C>
     Junior Convertible Subordinated Indenture                    $21,250,000*
     (and debentures issues pursuant thereto) and
     associated Guarantee by the Company

     Senior Unsubordinated Redeemable Note of                      $5,000,000
     the Company (Nash Note)

     Loan Agreement between the City of Parsons,                     $173,250
     Kansas and the Company (secured by a
     mortgage)
</TABLE>


----------

* This figure represents the face principal amount of the Junior Convertible
  Subordinated Notes at time of issuance. All or a portion of these Junior
  Convertible Subordinated Notes may be converted into the right to receive cash
  effective on or after the Initial Borrowing Date.


<PAGE>

                                                                       ANNEX VII

                                    INSURANCE


<TABLE>
<CAPTION>
Coverage                        Insurer                        Policy Number         Effective Date          Limits of Liability
--------                        -------                        -------------         --------------          -------------------
<S>                             <C>                            <C>                   <C>                     <C>
Workers Compensation -          Travelers Insurance Group      TC2JUB280K7144TIL99   11-14-99/00             WC-Stat/EL-$1MM
All States

Workers Compensation -          Travelers Insurance Group      TDRJUB280K7261TIL99   11-14-99/00             WC-Stat/EL-$1MM
AZ, MA, NV, WI

Automobile -                    Travelers Insurance Group      TC2JCAP280K7273TIL99  11-14-99/00             $1MM CSL
All States

Automobile -                    Travelers Insurance Group      TC2ECAP280K7285TCT99  11-14-99/00             $1MM CSL
Texas Only

Automobile -                    Travelers Insurance Group      232D2168              11-14-99/00             $1MM CSL
Canada

General Liability -             Travelers Insurance Group      232D217A              11-14-99/00             $1MM Occ./$1MM Agg.
Canada Only

Foreign Package Policy          Kemper Insurance Company       QD60125401            10-15-99/00             $1MM Occ./$1MM Agg.

General Liability               United National Insurance      L7128419              10-15-99/01             $1MM Occ./$2MM Agg.

Excess Buffer Liability         Evanston Insurance Co.         XONJ103599            10-15-99/01             $2MM Occ./$2MM Agg.

Umbrella Excess Liability       American International         BE8198063             10-15-99/00             $50,000,000 Occ./Agg.
                                Specialty

Commercial Property             Gerling American Insurance     3020031IMP            10-31-99/00             $100,000,000 Loss Limit
Coverage

Boiler and Machinery            CNA-Continential Casualty      BM1075879099          10-31-99/00             $100,000,000 Loss Limit

Inland Marine-Lap Top           SecurityIns Co/Firemans        CCIMG20096            10-31-99/00
Floater                         Fund

Executive Risk Package          Chubb-Federal Insurance        81463783ARMG          11/13/98 to 6/18/02     Fid-$5MM Occ./Agg.
                                                                                                             Crime-$1MM Occ.
                                                                                                             Sp Crime-$1MM

Primary Directors &             Reliance Insurance Company        NDA012988598          6-18-98 /02          $5M Occ/$5M Agg
Officers

Excess D&O                      Federal Insurance                 81463838A             6-18/98/02           $5M Excess of $5M
                                Company

<PAGE>

                                                                       Annex VII
                                                                          Page 2


<CAPTION>
Coverage                        Insurer                      Policy Number         Effective Date             Limits of Liability
--------                        -------                      -------------         --------------             -------------------
<S>                             <C>                          <C>                   <C>                        <C>
Flex Financial Excess           Executive Risk               75212434198           6-18-98/02                 $10 M Excess of
                                                                                                              Underlying
                                                                                                              D&O, Crime, Fiduciary
                                                                                                              and Special Crime

Group Travel Accident           Hartford Life Ins Company    10-ETB-102204         10-15-99/02                Various Limits

Appeal Bond                     Travelers Indemnity          68S103165922BCM       4-15-99/01                 EFCO Case

Supply Bond                     Travelers Indemnity          68S103212369BCM       11-19-99/until cancelled   $259,446/AHT-Soda
                                                                                                              Springs Job

Notary Bond                     Travelers Indemnity          103243381             8-28-99/03                 Howard Mueller-Symons

Notary Bond                     Travelers Indemnity          103181843             9-12-99/00                 Rosemay Gibson-Symons

Aon Risk Management Fee                                                            10-15-99/00
</TABLE>


<PAGE>



                                                                      ANNEX VIII


                                 EXISTING LIENS

Mortgage in the favor of City of Parsons, evidencing the Loan Agreement between
the City of Parsons, Kansas and the Company.

<TABLE>
<CAPTION>

               DEBTOR              SECURED PARTY           JURISDICTION         FILE INFO              COLLATERAL
               ------              -------------           ------------         ---------              ----------
<S>       <C>                    <C>                    <C>                     <C>                    <C>
1.        Dayton Superior        Bank One, N.A., as     Jefferson County, AL    9801/5415              Equipment,
          Corporation            Facility Agent*        (Birmingham Division)   1/20/98                Inventory,
                                                                                                       Receivables, Related
                                                                                                       Contracts,
                                                                                                       Intellectual
                                                                                                       Property Collateral,
                                                                                                       all books, records,
                                                                                                       etc. relating to the
                                                                                                       foregoing, products,
                                                                                                       proceeds ("BANK ONE
                                                                                                       LIEN")

2.        Dayton Superior        Bank of America        Jefferson County, AL    9607/4651              fixture filing
          Corporation            Illinois (as                                   6/18/96
                                 Collateral Agent)*

3.        Dayton Superior        Bank One, N.A., as     Shelby County, AL       1998-02070             Bank One lien
          Corporation            Facility Agent*                                1/21/98

4.        Dayton Superior        Bank One, N.A., as     AZ SOS                  988210                 Bank One lien
          Corporation            Facility Agent*                                10/9/97
                                                                                                       Address of Debtor
                                                                                                       amended on 10/20/98

5.        Dayton Superior        Bank One, N.A., as     AZ SOS                  988211                 Equipment owned by
          Corporation            Facility Agent*                                10/9/97                Debtor or its wholly
                                                                                                       owned U.S.
                                                                                                       subsidiaries; and
                                                                                                       equipment leased by
                                                                                                       Debtor or its subs
                                                                                                       that Debtor is
                                                                                                       charging rental for
                                                                                                       ("BANK ONE EQUIPMENT
                                                                                                       LIEN")

                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

6.        Dayton Superior        Bank One, N.A., as     La Paz County, AZ       97-06699               Bank One lien
          Corporation            Facility Agent*                                12/24/97               (exhibit missing)

7.        Dayton Superior        Bank of America        Maricopa County, AZ     96-0907767             fixture filing
          Corporation            Illinois (as                                   12/31/96
                                 Collateral Agent)*


<PAGE>

                                                                      Annex VIII
                                                                          Page 2

<CAPTION>

               DEBTOR              SECURED PARTY           JURISDICTION         FILE INFO              COLLATERAL
               ------              -------------           ------------         ---------              ----------
<S>       <C>                    <C>                    <C>                     <C>                    <C>

8.        Dayton Superior        Bank One, N.A., as     CA SOS                  9728760095             Bank One lien
          Corporation            Facility Agent*                                10/9/97
                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

9.        Dayton Superior        Bank One, N.A., as     CA SOS                  9728760175             Bank One Equipment
          Corporation            Facility Agent*                                10/9/97                lien

                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

10.       Dayton Superior        Bank One, N.A., as     Los Angeles County, CA  97-2028908             Bank One lien
          Corporation            Facility Agent*                                12/29/97

11.       Dayton Superior        Bank One, N.A., as     CO SOS                  19972086916            Bank One lien
          Corporation            Facility Agent*                                10/9/97
                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

12.       Dayton Superior        Bank One, N.A., as     CO SOS                  19972086915            Bank One Equipment
          Corporation            Facility Agent*                                10/9/97                lien

                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

13.       Dayton Superior        Bank One, Dayton,      CO SOS                  19942039158            Accounts, Inventory,
          Corporation            N.A.                                           5/23/94                Deposit Accounts,
                                                                                                       all products and
                                 (and National Canada                                                  proceeds, books and
                                 Finance Corp.                                                         records ("BANK OF
                                 assigned to Bank                                                      AMERICA LIEN")
                                 One, Dayton, N.A. on
                                 10/23/95)*

14.       Dayton Superior        Bank of America        CO                      CO187258
          Corporation            Illinois (as                                   Bk 4777 Pg 0558
                                 Collateral Agent)*

15.       Dayton Superior        Bank of America        Denver County, CO       9700004341             fixture filing
          Corporation            Illinois (as                                   1/13/97
                                 Collateral Agent)*

16.       Dayton Superior        Bank of America        Denver County, CO       9700004342             fixture filing
          Corporation            Illinois (as                                   1/13/97
                                 Collateral Agent)*


<PAGE>

                                                                      Annex VIII
                                                                          Page 3

<CAPTION>

               DEBTOR              SECURED PARTY           JURISDICTION         FILE INFO              COLLATERAL
               ------              -------------           ------------         ---------              ----------
<S>       <C>                    <C>                    <C>                     <C>                    <C>

17.       Dayton Superior        Bank One, N.A., as     DE SOS                  9734902                Bank One Equipment
          Corporation            Facility Agent*                                10/9/97                lien

                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

18.       Dayton Superior        Bank One, N.A., as     FL SOS                  970000229604           Bank One Equipment
          Corporation            Facility Agent*                                10/9/97                lien

                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

19.       Dayton Superior        Bank One, N.A., as     FL SOS                  970000229605           Bank One lien
          Corporation            Facility Agent*                                10/9/97
                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

20.       Dayton Superior        Bank One, N.A., as     Dade County, FL         97R584507              Bank One lien
          Corporation            Facility Agent*                                12/23/97

21.       Dayton Superior        Bank One, N.A., as     Hawaii Bureau of        97-138124              Bank One Equipment
          Corporation            Facility Agent*        Conveyance              10/10/97               lien

                                                                                                       Debtor's address
                                                                                                       amended on 10/21/98

22.       Dayton Superior        Bank One, N.A., as     IA SOS                  K865870                Bank One Equipment
          Corporation            Facility Agent*                                10/9/97                lien

                                                                                                       Debtor's address
                                                                                                       amended on 10/30/98

23.       Dayton Superior        Bank One, N.A., as     IL SOS                  3749779                Bank One Equipment
          Corporation            Facility Agent*                                10/9/97                Lien

                                                                                                       Debtor's address
                                                                                                       amended on 10/21/98

24.       Dayton Superior        Bank One, N.A., as     IL SOS                  3779158                Bank One Lien
          Corporation            Facility Agent*                                12/26/97
                                                                                                       Debtor's address
                                                                                                       amended on 10/21/98


<PAGE>

                                                                      Annex VIII
                                                                          Page 4

<CAPTION>

               DEBTOR              SECURED PARTY           JURISDICTION         FILE INFO              COLLATERAL
               ------              -------------           ------------         ---------              ----------
<S>       <C>                    <C>                    <C>                     <C>                    <C>

25.       Dayton Superior        Bank One, N.A., as     Kankakee County, IL     97-1239                Bank One Lien
          Corporation            Facility Agent*                                12/23/97
                                                                                                       Debtor's address
                                                                                                       amended on 10/21/98

26.       Dayton Superior        Bank of America        Ogle County, IL         588595                 fixture filing
          Corporation            Illinois (as                                   6/20/96
                                 Collateral Agent)*

27.       Dayton Superior        Bank One, N.A., as     KS SOS                  2394055                Bank One Equipment
          Corporation            Facility Agent*                                10/9/97                Lien

                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

28.       Dayton Superior        Bank One, N.A., as     KS SOS                  2394056                Bank One lien
          Corporation            Facility Agent*                                10/9/97
                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

29.       Dayton Superior        Bank One, N.A., as     KS SOS                  2421412                Bank One lien 1998
          Corporation            Facility Agent*                                1/21/98

30.       Dayton Superior        Bank One, N.A., as     Labette County, KS      54692                  Bank One lien
          Corporation            Facility Agent*                                12/23/97
                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

31.       Dayton Superior        Bank One, N.A., as     Labette County, KS      54758                  fixture filing
          Corporation            Facility Agent*                                1/20/98

32.       Dayton Superior        Bank One, N.A., as     KY SOS                  153599                 Bank One Equipment
          Corporation            Facility Agent*                                10/13/97               lien

33.       Dayton Superior        Bank of America        MA SOS                  345020                 Bank of America lien
          Corporation            Illinois (as                                   10/17/95
                                 Collateral Agent)
                                 (Assignee)

                                 Old SP: Bank One,
                                 Dayton, N.A.*

34.       Dayton Superior        Bank One, N.A., as     MA SOS                  503379                 Bank One lien
          Corporation            Facility Agent*                                10/14/97
                                                                                                       Debtor's address
                                                                                                       amended on 10/21/98

35.       Dayton Superior        Bank One, N.A., as     Westfield City, MA      21707                  Bank One lien
          Corporation            Facility Agent*                                10/14/98
                                                                                                       Debtor's address
                                                                                                       amended on 10/21/98


<PAGE>

                                                                      Annex VIII
                                                                          Page 5

<CAPTION>

               DEBTOR              SECURED PARTY           JURISDICTION         FILE INFO              COLLATERAL
               ------              -------------           ------------         ---------              ----------
<S>       <C>                    <C>                    <C>                     <C>                    <C>

36.       Dayton Superior        Bank One, N.A., as     MI SOS                  D290593                Bank One Equipment
          Corporation            Facility Agent*                                10/9/97                lien

37.       Dayton Superior        Bank One, N.A., as     NE SOS                  746845                 Bank One Equipment
          Corporation            Facility Agent*                                10/9/97                lien

                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

38.       Dayton Superior        Bank One, N.A., as     OH SOS                  AO02445                Bank One Lien
          Corporation            Facility Agent*                                10/9/97
                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

39.       Dayton Superior        Bank One, N.A., as     OH SOS                  AP0012083              Bank One Equipment
          Corporation            Facility Agent*                                12/26/97               lien

40.       Dayton Superior        Bank One, N.A., as     OH SOS                  AP0019080              mortgage collateral
          Corporation            Facility Agent*                                1/20/98

41.       Dayton Superior        Bank One, N.A., as     Logan County, OH        971618                 Bank One lien
          Corporation            Facility Agent*                                10/9/97
                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

42.       Dayton Superior        Bank One, N.A., as     Montgomery County, OH   F9713317               Bank One lien
          Corporation            Facility Agent*                                10/14/97
                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

43.       Dayton Superior        Bank One, N.A., as     Montgomery County, OH   F9716714               Bank One Equipment
          Corporation            Facility Agent*                                12/23/97               lien

44.       Dayton Superior        Bank One, N.A., as     Montgomery County, OH   F9800615               fixture filing
          Corporation            Facility Agent*                                1/13/98

45.       Dayton Superior                               Montgomery County, OH   1995 CV 01337          Lakins, Glen F. vs.
          Corporation                                                           4/10/95                Dayton Superior
                                                                                                       Corp. removed to
                                                                                                       U.S. District Court

46.       Dayton Superior        Assigned to Bank of    Montgomery County, OH   F9513329               fixture filing
          Corporation            America Illinois (as                           10/16/95
                                 Collateral Agent)
          (Dur-O-Wal, Inc.)      on 6/24/96

                                 Old SP: Bank One,
                                 Dayton, N.A.*


<PAGE>

                                                                      Annex VIII
                                                                          Page 6

<CAPTION>

               DEBTOR              SECURED PARTY           JURISDICTION         FILE INFO              COLLATERAL
               ------              -------------           ------------         ---------              ----------
<S>       <C>                    <C>                    <C>                     <C>                    <C>

47.       Dayton Superior        Bank of America        PA SOS                  24770465               Bank of America lien
          Corporation            Illinois (as                                   10/17/95
                                 Collateral Agent)
                                 (Assigned on 7/2/96)

                                 Old SP: Bank One,
                                 Dayton, N.A.*

48.       Dayton Superior        Bank One, N.A., as     PA SOS                  28081533               Bank One lien
          Corporation            Facility Agent*                                10/9/97
                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

49.       Dayton Superior        Bank One, N.A., as     PA SOS                  28521152               Improvements, Goods,
          Corporation            Facility Agent*                                2/4/98                 Intangibles, Leases,
                                                                                                       Plans, Permits,
                                                                                                       Contracts, Leases of
                                                                                                       Furniture,
                                                                                                       Furnishings and
                                                                                                       Equipment, Rents,
                                                                                                       Proceeds, and other
                                                                                                       property ("BANK ONE
                                                                                                       LIEN 1998")

50.       Dayton Superior        Bank of America        Prothonotary of         95-202539              Bank of America lien
          Corporation            Illinois (Assignee)    Delaware County, PA     10/17/95

                                 Old SP: Bank One,
                                 Dayton, N.A.*

51.       Dayton Superior        Bank One, N.A., as     Prothonotary of         97-202873              Bank One lien
          Corporation            Facility Agent*        Delaware County, PA     10/10/97
                                                                                                       Debtor's address
                                                                                                       amended on 10/21/98

52.       Dayton Superior        Bank One, N.A., as     Prothonotary of         98-200142              Bank One lien 1998
          Corporation            Facility Agent*        Delaware County, PA     1/16/98

53.       Dayton Superior        Bank One, N.A., as     real estate records     98-200142              fixture filing
          Corporation            Facility Agent*        of Delaware County, PA  1/16/98


<PAGE>

                                                                      Annex VIII
                                                                          Page 7

<CAPTION>

               DEBTOR              SECURED PARTY           JURISDICTION         FILE INFO              COLLATERAL
               ------              -------------           ------------         ---------              ----------
<S>       <C>                    <C>                    <C>                     <C>                    <C>

54.       Dayton Superior        Bank One, N.A., as     SC SOS                  154733A                Bank One Equipment
          Corporation            Facility Agent*                                10/23/97               lien

                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

55.       Dayton Superior        Bank One, N.A., as     TN SOS                  971-521482             Bank One Equipment
          Corporation            Facility Agent*                                10/9/97                lien

                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

56.       Dayton Superior        Bank One, N.A., as     TX SOS                  208973                 Bank One lien
          Corporation            Facility Agent*                                10/9/97
                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

57.       Dayton Superior        Bank One, N.A., as     Dallas County, TX       97007 1816             Bank One lien
          Corporation            Facility Agent*                                12/24/97
                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

58.       Dayton Superior        The Fifth Third Bank*  Dallas County, TX       89038 3482             fixture filing
          Corporation                                                           2/24/89

59.       Dayton Superior        Bank One, N.A., as     UT SOS                  97-581357              Bank One Equipment
          Corporation            Facility Agent*                                10/9/97                lien

                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

60.       Dayton Superior         Bank One, N.A., as    WA SOS                  97-282-0386            Bank One lien
          Corporation            Facility Agent*                                10/9/97
                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

61.       Dayton Superior        Bank One, N.A., as     WA SOS                  97-282-0387            Bank One Equipment
          Corporation            Facility Agent*                                10/9/97                lien

                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

62.       Dayton Superior        Bank of America        King County, WA         960618-0524            fixture filing
          Corporation            Illinois (as                                   6/18/96
                                 Collateral Agent)*


<PAGE>

                                                                      Annex VIII
                                                                          Page 8

<CAPTION>

               DEBTOR              SECURED PARTY           JURISDICTION         FILE INFO              COLLATERAL
               ------              -------------           ------------         ---------              ----------
<S>       <C>                    <C>                    <C>                     <C>                    <C>

63.       Dayton Superior        Bank One, N.A., as     WV SOS                  0480384                Bank One Equipment
          Corporation            Facility Agent*                                10/9/97                lien

                                                                                                       Debtor's address
                                                                                                       amended on 10/20/98

64.       DUR-O-WAL, INC.        Bank One, N.A., as     Jefferson County, AL    9860/0055              Bank One lien
                                 Facility Agent*        (Bessemer Division)     1/2/98

65.       Dur-O-Wal, Inc.        Bank One, N.A., as     Jefferson County, AL    9801/5417              Bank One lien
                                 Facility Agent*        (Birmingham Division)   1/20/98

66.       Dur-O-Wal, Inc.        Bank One, N.A., as     AZ SOS                  988209                 Bank One lien
                                 Facility Agent*                                10/9/97

67.       Dur-O-Wal, Inc.        Bank of America        Maricopa County, AZ     96-0907766             fixture filing
                                 Illinois (as                                   12/31/96
                                 Collateral Agent)*

68.       Dur-O-Wal, Inc.        Bank One, N.A., as     Maricopa County, AZ     97-0901326             Bank One lien
                                 Facility Agent*                                12/24/97

69.       Dur-O-Wal, Inc.        Bank One, N.A., as     IL SOS                  3779159                Bank One lien
                                 Facility Agent*                                12/26/97

70.       Dur-O-Wal, Inc.        Bank One, N.A., as     IL SOS                  3788325                Bank One lien 1998
                                 Facility Agent*                                1/16/98

71.       Dur-O-Wal, Inc.        Assigned on 7/11/96    MD SOS                  152907025              Bank of America lien
                                 to Bank of America                             10/17/95
                                 Illinois (as
                                 Collateral Agent)

                                 Old SP: Bank One,
                                 Dayton, N.A.*

72.       Dur-O-Wal, Inc.        Bank One, N.A., as     MD SOS                  173538026              Bank One lien
                                 Facility Agent*                                12/17/97

73.       Dur-O-Wal, Inc.        Bank One, N.A., as     MD SOS                  180428345              Bank One lien 1998
                                 Facility Agent*                                2/10/98

74.       Dur-O-Wal, Inc.        Bank One,              Baltimore City, MD      Liber 4072 Page 150    fixture filing
                                 Milwaukee,  National                           1/27/97
                                 Association*

75.       Dur-O-Wal, Inc.        Bank of America        Baltimore City, MD      Liber 5681 Page 236    fixture filing
                                 Illinois (as                                   7/5/96
                                 Collateral Agent)*

76.       Dur-O-Wal, Inc.        Bank One, N.A., as     Baltimore City, MD      Liber 7051 Page 355    fixture filing
                                 Facility Agent*

77.       SYMONS CORPORATION     Bank One, N.A., as     AZ SOS                  988208                 Bank One equipment
                                 Facility Agent*                                10/9/97                lien


<PAGE>

                                                                      Annex VIII
                                                                          Page 2

<CAPTION>

               DEBTOR              SECURED PARTY           JURISDICTION         FILE INFO              COLLATERAL
               ------              -------------           ------------         ---------              ----------
<S>       <C>                    <C>                    <C>                     <C>                    <C>9
78.       Symons Corporation     Bank One, N.A., as     AZ SOS                  998197                 Bank One lien
                                 Facility Agent*                                12/23/97

79.       Symons Corporation     Bank One, N.A., as     Maricopa County, AZ     97-0901327             Bank One lien
                                 Facility Agent*                                12/24/97

80.       Symons Corporation     Congress Financial     CA SOS                  92113457               blanket lien
                                 Corporation                                    5/26/92
          Addtl Debtor:          (Western)*
          Garage Beam System                                                                           Addtl Debtor GBS, a
                                                                                                       Joint Venture added
                                                                                                       on 6/24/92

                                                                                                       Partial releases on
                                                                                                       5/17/93, 9/16/94,
                                                                                                       9/16/94, 6/6/95,
                                                                                                       6/26/95

                                                                                                       Amended Debtor's
                                                                                                       addresses on 1/20/95

                                                                                                       Continued on 1/7/97

81.       Symons Corporation     Congress Financial     CA SOS                  92143131               blanket lien
                                 Corporation                                    7/1/92
                                 (Western)*                                                            release on 3/12/93,
                                                                                                       5/17/93, 9/16/94,
                                                                                                       9/16/94, 6/6/95,
                                                                                                       6/26/95

                                                                                                       amended on 3/12/93,
                                                                                                       5/19/93, 1/20/95

                                                                                                       continued on 2/18/97

82.       Symons Corporation     Bank One, N.A., as     CA SOS                  9728760199             Bank One Equipment
                                 Facility Agent*                                10/9/97                lien

83.       Symons Corporation     Bank One, N.A., as     CA SOS                  9736560236             Bank One lien
                                 Facility Agent*                                12/30/97

84.       Symons Corporation     Bank One, N.A., as     Alameda County, CA      97342396               Bank One lien
                                 Facility Agent*                                12/23/97

85.       Symons Corporation     Bank One, N.A., as     Los Angeles County, CA  97-2028907             Bank One lien
                                 Facility Agent*                                12/29/97


<PAGE>

                                                                      Annex VIII
                                                                         Page 10

<CAPTION>

               DEBTOR              SECURED PARTY           JURISDICTION         FILE INFO              COLLATERAL
               ------              -------------           ------------         ---------              ----------
<S>       <C>                    <C>                    <C>                     <C>                    <C>

86.       Symons Corporation     Dur-O-Wal Limited*     Coquitlam, British      7869922                Accounts Receivable,
                                                        Columbia, Canada        9/15/98                chattel paper
                                                                                                       relating to business
                                                                                exp date: 9/15/01      in Canada. Proceeds:
                                                                                                       Goods, Securities,
                                                                                                       Instruments,
                                                                                                       Intangibles, docs,
                                                                                                       title, chattel
                                                                                                       paper, and money.

87.       Symons Corporation     Bank One, N.A., as     CO SOS                  19972123721            Bank One lien
                                 Facility Agent*                                12/26/97

88.       Symons Corporation     Bank One, N.A., as     CO SOS                  19972086911            Bank One Equipment
                                 Facility Agent*                                10/9/97                lien

89.       Symons Corporation     Bank One, N.A., as     DE SOS                  199734910              Bank One Equipment
                                 Facility Agent*                                10/9/97                lien

90.       Symons Corporation     Bank One, N.A., as     FL SOS                  970000288290           Bank One lien
                                 Facility Agent*                                12/24/97

91.       Symons Corporation     Bank One, N.A., as     FL SOS                  970000229606           Bank One Equipment
                                 Facility Agent*                                10/9/97                lien

92.       Symons Corporation     Bank One, N.A., as     Broward County, FL      97-671539              Bank One lien
                                 Facility Agent*                                12/26/97

93.       Symons Corporation     Bank One, N.A., as     Orange County, FL       Bk 5387 Pg 1744        Bank One lien
                                 Facility Agent*                                12/26/97

94.       Symons Corporation     TRS @ Magnolia         Orange County, FL       Bk 5959 Pg 108         Claim of Lien
          (lienor)                                                              3/10/00                $3119.72 unpaid


<PAGE>

                                                                      Annex VIII
                                                                         Page 11

<CAPTION>

               DEBTOR              SECURED PARTY           JURISDICTION         FILE INFO              COLLATERAL
               ------              -------------           ------------         ---------              ----------
<S>       <C>                    <C>                    <C>                     <C>                    <C>

95.       Symons Corporation                            Circuit Court of the    Bk 4778 Pg 918         final judgment of
                                                        Ninth Judicial          8/5/94                 foreclosure
                                                        Circuit, Orange
                                                        County, FL              Case No. C1 93-7681    Gale Pauley,
                                                                                                       Plaintiff v.
                                                                                                       Orange Scaffolding and
                                                                                                       Shoring, Inc; U.S.
                                                                                                       Dept of Treasury-
                                                                                                       IRS; Ford Motor
                                                                                                       Credit Co.; Ranger
                                                                                                       Transportation;
                                                                                                       Nisso American
                                                                                                       Corp.; SYMONS
                                                                                                       CORPORATION;
                                                                                                       State of FL Dept
                                                                                                       of Revenue; State
                                                                                                       of FL Dept of
                                                                                                       Labor and
                                                                                                       Employment
                                                                                                       Security; Seminole
                                                                                                       Walls and Ceilings
                                                                                                       Corp.

                                                                                                       Final Judgment of
                                                                                                       $285,731.72 against
                                                                                                       Orange Scaffolding
                                                                                                       and Shoring, Inc

96.       Symons Corporation     Congress Financial     DeKalb County, GA       9204563                blanket lien
                                 Corporation                                    6/24/92
                                 (Western)*                                                            Amended on 5/1/95 to
                                                                                continued on 4/8/97    add Debtor's
                                                                                                       locations; amended
                                                                                                       on 4/22/97 to add
                                                                                                       trade names

97.       Symons Corporation     Bank One, N.A., as     DeKalb County, GA       12923                  Bank One lien
                                 Facility Agent*                                12/23/97

98.       Symons Corporation     Bank One, N.A., as     IL SOS                  3788236                Bank One lien 1998
                                 Facility Agent*                                1/16/98

99.       Symons Corporation     Bank One, N.A., as     IL SOS                  3779160                Bank One lien
                                 Facility Agent*                                12/26/97

100.      Symons Corporation     Bank One, N.A., as     IL SOS                  3749780                Bank One Equipment
                                 Facility Agent*                                10/9/97                lien


<PAGE>

                                                                      Annex VIII
                                                                         Page 12

<CAPTION>

               DEBTOR              SECURED PARTY           JURISDICTION         FILE INFO              COLLATERAL
               ------              -------------           ------------         ---------              ----------
<S>       <C>                    <C>                    <C>                     <C>                    <C>

101.      Symons Corporation     Congress Financial     IL SOS                  2997693                leased equipment
                                 Corporation                                    6/15/92
                                 (Western)*                                                            amended on
                                                                                continued on 1/23/97   4/23/97, 1/25/95

                                                                                                       partial release on
                                                                                                       6/15/95, 9/16/94,
                                                                                                       9/18/93, 3/1/93,

102.      Symons Corporation     Bank One, N.A., as     KY SOS                  153602                 Bank One Equipment
                                 Facility Agent*                                                       lien

103.      Symons Corporation     Bank One, N.A., as     Saint John the          48-45938               Bank One lien
                                 Facility Agent*        Baptist Parish, LA      12/23/97

104.      Symons Corporation     Bank One, N.A., as     Billerica Town, MA      1101709-44G            Bank One lien
                                 Facility Agent*                                12/24/97

105.      Symons Corporation     Bank One, N.A., as     MD SOS                  173568313              Bank One Equipment
                                 Facility Agent*                                12/17/97               lien

106.      Symons Corporation     Bank One, N.A., as     MD SOS                  173658156              Bank One lien
                                 Facility Agent*                                12/29/97

107.      Symons Corporation     Bank One, N.A., as     MN SOS                  1979264                Bank One Equipment
                                 Facility Agent*                                10/9/97                lien

108.      Symons Corporation     Bank One, N.A., as     NV SOS                  9718644                Bank One Equipment
                                 Facility Agent*                                11/7/97                lien

109.      Symons Corporation     Bank One, N.A., as     NY SOS                  263652                 Bank One lien
                                 Facility Agent*                                12/23/97

110.      Symons Corporation     Bank One, N.A., as     Ontario County, NY      97-4526                Bank One lien
                                 Facility Agent*                                12/23/97

111.      Symons Corporation     Bank One, N.A., as     PA SOS                  28350039               Bank One lien
                                 Facility Agent*                                12/23/97

112.      Symons Corporation     Bank One, N.A., as     Prothonotary of         UCC-97-009896          Bank One lien
                                 Facility Agent*        Allegheny County, PA    12/23/97

113.      Symons Corporation     Congress Financial     Prothonotary of         UCC 97-003084          blanket lien
                                 Corporation            Allegheny County, PA    4/29/97
                                 (Western)*


<PAGE>

                                                                      Annex VIII
                                                                         Page 13

<CAPTION>

               DEBTOR              SECURED PARTY           JURISDICTION         FILE INFO              COLLATERAL
               ------              -------------           ------------         ---------              ----------
<S>       <C>                    <C>                    <C>                     <C>                    <C>


114.      Symons Corporation     Bank One, N.A., as     Prothonotary of         272051                 Bank One lien
                                 Facility Agent*        Montgomery County, PA   12/23/97

115.      Symons Corporation     Bank One, N.A., as     SC SOS                  154648A                Bank One Equipment
                                 Facility Agent*                                10/23/97               lien

116.      Symons Corporation     Bank One, N.A., as     TX SOS                  209893                 Bank One Equipment
                                 Facility Agent*                                10/9/97                lien

117.      Symons Corporation     Bank One, N.A., as     TX SOS                  97-258601              Bank One lien
                                 Facility Agent*                                12/29/97

118.      Symons Corporation     Bank One, N.A., as     TX SOS                  009507                 Bank One lien 1998
                                 Facility Agent*                                1/14/98

119.      Symons Corporation                            Dallas County, TX       975732                 city/transit/county
                                                                                4/28/00                Texas state tax
                                                                                                       lien: $3,439.45

120.      Symons Corporation     Bank One, N.A., as     Dallas County, TX       97007 1800             Bank One lien
                                 Facility Agent*                                12/24/97

121.      Symons Corporation     Security Pacific       Dallas County, TX       86242 1923             fixture filing
                                 Business Credit,                               12/16/86
                                 Inc.*

122.      Symons Corporation     Associates             Dallas County, TX       87083 4759             fixture filing
                                 Commercial                                     4/30/87
                                 Corporation*

123.      Symons Corporation     Congress Financial     VA SOS                  9704227822             blanket lien
                                 Corporation                                    4/22/97
                                 (Western)*

124.      Symons Corporation     Bank One, N.A., as     VA SOS                  971223 7075            Bank One lien
                                 Facility Agent*                                12/23/97

125.      Symons Corporation     Bank One, N.A., as     WI SOS                  1724577                Bank One lien
                                 Facility Agent*                                12/26/97

126.      Symons Corporation     Bank One, N.A., as     Waukesha County, WI     773930                 Bank One lien
                                 Facility Agent*                                12/26/97
</TABLE>

*  Liens to be Released as soon as practicable after the Initial Borrowing Date



<PAGE>

                                                                        ANNEX IX


                              EXISTING INVESTMENTS

LOANS TO DAYTON SUPERIOR EMPLOYEES*:

Raymond Bartholomae

Michael C. Deis

James W. Fennessy

Mark K. Kaler

Alan F. McIlroy

William C. Mongole

John Paine

Thomas Roehrig

John M. Rutherford

James C. Stewart

Jaime Taronji, Jr.


OTHER INVESTMENTS:

Spec Formliner, Inc., a California corporation which manufactures and sells
formliner products, of which Dayton Superior Corporation owns 50% of the
outstanding shares.




----------

*  Loans were made by Dayton Superior Corporation to these individuals for the
   purpose of financing: (i) the exercise of options to purchase shares of
   Dayton Superior Corporation, (ii) the payment of taxes incurred in connection
   with such option exercises, and/or (iii) to purchase shares of Dayton
   Superior Corporation from the corporation.


<PAGE>

                                                                         ANNEX X


                          INDEBTEDNESS TO BE REFINANCED

<TABLE>
<CAPTION>
                          Agreement                                         Principal Amount Outstanding
                          ---------                                       as of the Initial Borrowing Date
                                                                          --------------------------------
<S>                                                                               <C>
Credit Agreement dated as of September 29, 1997, as amended,                      $116,655,545.43
among Dayton Superior Corporation, the various financial
institutions as are or may become parties thereto, DLJ
Capital Funding, Inc., as syndication agent, Bankers Trust
Company, as administrative agent, Bank of America National
Trust and Savings Association, as documentation agent, and
Bank One, N.A., as facility agent.

Junior Convertible Subordinated Indenture (and debentures                          $21,250,000*
issues pursuant thereto) and associated Guarantee by the
Company
</TABLE>



----------

* This figure represents the face principal amount of the Junior Convertible
Subordinated Notes at time of issuance. All or a portion of these Junior
Convertible Subordinated Notes may be converted into the right to receive cash
effective on or after the Initial Borrowing Date.



<PAGE>

                                                                     EXHIBIT A-1


                           FORM OF NOTICE OF BORROWING

                                                                          [Date]


Bankers Trust Company,
  as Administrative Agent for the Lenders party
  to the Credit Agreement
  referred to below
130 Liberty Street
New York, New York  10006

Attention:  ______________

Ladies and Gentlemen:

         The undersigned, Dayton Superior Corporation (the "Borrower"), refers
to the Credit Agreement, dated as of June 16, 2000 (as amended, modified or
supplemented from time to time, the "Credit Agreement," the terms defined
therein being used herein as therein defined), among the Borrower, the lenders
from time to time party thereto (the "Lenders"), and you, as Administrative
Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to
Section 1.03(a) of the Credit Agreement, that the undersigned hereby requests a
Borrowing under the Credit Agreement, and in that connection sets forth below
the information relating to such Borrowing (the "Proposed Borrowing") as
required by Section 1.03(a) of the Credit Agreement:

         (i) The Business Day of the Proposed Borrowing is ____________.(1)

         (ii) The aggregate principal amount of the Proposed Borrowing is
$____________.

         (iii) The Proposed Borrowing shall consist of [Initial A Term Loans]
[Initial B Term Loans] [Incremental A Term Loans] [Incremental B Term Loans]
[Revolving Loans] [Acquisition Revolving Loans].

         (iv) The Loans to be made pursuant to the Proposed Borrowing shall be
initially maintained as [Base Rate Loans] [Eurodollar Loans].

         [(v) The initial Interest Period for the Proposed Borrowing is _______
month(s).](2)


--------

1   Shall be a Business Day at least one Business Day in the case of Base
    Rate Loans and at least three Business Days in the case of Eurodollar
    Loans, in each case after the date hereof, provided that (in each case)
    any such notice shall be deemed to have been given on a certain day
    only if given before 12:00 Noon (New York time) on such day.

2   To be included for a Proposed Borrowing of Eurodollar Loans.



<PAGE>

                                                                     Exhibit A-1
                                                                          Page 2


         [(vi) The Total Unutilized Revolving Loan Commitment after giving
effect to the Proposed Borrowing is $__________.](3)


         The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the date of the Proposed Borrowing:

         (A) the representations and warranties contained in the Credit
Agreement and in the other Credit Documents are and will be true and correct in
all material respects, both before and after giving effect to the Proposed
Borrowing and to the application of the proceeds thereof, as though made on such
date, unless stated to relate to a specific earlier date, in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date; and

         (B) no Default or Event of Default has occurred and is continuing, or
would result from such Proposed Borrowing or from the application of the
proceeds thereof.

                                      Very truly yours,

                                      DAYTON SUPERIOR CORPORATION


                                      By
                                         ---------------------------------
                                         Name:
                                         Title:


----------
(...continued)

3   Insert only for a Proposed Borrowing of Revolving Loans the proceeds of
    which are to be utilized, in whole or in part, for the purchase price
    of a Permitted Acquisition.



<PAGE>



                                                                     EXHIBIT A-2

                    FORM OF NOTICE OF CONVERSION/CONTINUATION

                                                                          [Date]


Bankers Trust Company,
    as Administrative Agent for the Lenders party
    to the Credit Agreement
    referred to below
130 Liberty Street
New York, New York  10006

Attention:  ______________

Ladies and Gentlemen:

         The undersigned, Dayton Superior Corporation (the "Borrower"), refers
to the Credit Agreement, dated as of June 16, 2000 (as amended, modified or
supplemented from time to time, the "Credit Agreement," the terms defined
therein being used herein as therein defined), among the Borrower, the lenders
from time to time party thereto (the "Lenders") and you, as Administrative Agent
for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section
[1.06] [1.09] of the Credit Agreement, that the undersigned hereby requests to
[convert] [continue] the Borrowing of [A Term Loans] [B Term Loans] [Acquisition
Loans] [Revolving Loans] referred to below, and in that connection sets forth
below the information relating to such [conversion] [continuation] (the
"Proposed [Conversion] [Continuation]") as required by Section [1.06] [1.09] of
the Credit Agreement:

         (i) The Proposed [Conversion] [Continuation] relates to the Borrowing
of [A Term Loans] [B Term Loans] [Revolving Loans] [Acquisition Loans]
originally made on _____ __, ____ (the "Outstanding Borrowing") in the principal
amount of $________ and currently maintained as a Borrowing of [Base Rate Loans]
[Eurodollar Loans with an Interest Period ending on [Date]].

         (ii) The Business Day of the Proposed [Conversion] [Continuation] is
[Date].(1)

         (iii) The Outstanding Borrowing shall be [continued as a Borrowing of
Eurodollar Loans with an Interest Period of _______] [converted into a Borrowing
of [Base Rate Loans] [Eurodollar Loans with an Interest Period of ___].(2)


----------

1     Shall be a Business Day at least three Business Days (or one Business Day
      in the case of a conversion into Base Rate Loans) after the date hereof,
      provided that such notice shall be deemed to have been given on a certain
      day only if given before 12:00 Noon (New York time) on such day.

<PAGE>

                                                                     Exhibit A-2
                                                                          Page 2


         The undersigned hereby certifies that no Default or Event of Default
has occurred and is continuing on the date hereof, or will exist on the date of
the Proposed [Conversion][Continuation].

                                     Very truly yours,

                                     DAYTON SUPERIOR CORPORATION


                                     By
                                        ---------------------------------
                                         Name:
                                         Title:


----------
(...continued)

2     In the event that either (x) only a portion of the Outstanding Borrowing
      is to be so converted or continued or (y) the Outstanding Borrowing is to
      be divided into separate Borrowings with different Interest Periods, the
      Borrower should make appropriate modifications to this clause to reflect
      same.



<PAGE>



                                                                     EXHIBIT B-1

                               FORM OF A TERM NOTE



$________                                                     New York, New York
                                                                          [Date]


         FOR VALUE RECEIVED, DAYTON SUPERIOR CORPORATION, an Ohio corporation
(the "Borrower"), hereby promises to pay to ____________ or its registered
assigns (the "Lender"), in lawful money of the United States of America in
immediately available funds, at the office of Bankers Trust Company (the
"Administrative Agent") located at 130 Liberty Street, New York, New York 10006
on the A Term Loan Maturity Date (as defined in the Credit Agreement referred to
below) the principal sum of _____________ DOLLARS ($_____) or, if less, the
unpaid principal amount of all A Term Loans (as defined in the Credit Agreement)
made by the Lender pursuant to the Credit Agreement.

         The Borrower promises also to pay interest on the unpaid principal
amount hereof in like money at said office from the date hereof until paid at
the rates and at the times provided in Section 1.08 of the Credit Agreement.

         This Note is one of the A Term Notes referred to in the Credit
Agreement, dated as of June 16, 2000, among the Borrower, the lenders from time
to time party thereto (including the Lender) and the Administrative Agent (as
amended, modified or supplemented from time to time, the "Credit Agreement") and
is entitled to the benefits thereof and of the other Credit Documents (as
defined in the Credit Agreement). This Note is secured by the Security Documents
(as defined in the Credit Agreement) and is entitled to the benefits of the
Subsidiaries Guaranty (as defined in the Credit Agreement). This Note is subject
to voluntary prepayment and mandatory repayment prior to the A Term Loan
Maturity Date, in whole or in part, as provided in the Credit Agreement.

         In case an Event of Default (as defined in the Credit Agreement) shall
occur and be continuing, the principal of and accrued interest on this Note may
become or be declared to be due and payable in the manner and with the effect
provided in the Credit Agreement.

         The Borrower hereby waives presentment, demand, protest or notice of
any kind in connection with this Note.



<PAGE>

                                                                     Exhibit B-1
                                                                          Page 2


         THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK.

                                        DAYTON SUPERIOR CORPORATION


                                        By
                                           ------------------------------
                                           Name:
                                           Title:

<PAGE>



                                                                     EXHIBIT B-2

                                                FORM OF B TERM NOTE



$__________                                                   New York, New York
                                                                          [Date]


         FOR VALUE RECEIVED, DAYTON SUPERIOR CORPORATION, an Ohio corporation
(the "Borrower"), hereby promises to pay to or its registered assigns (the
"Lender"), in lawful money of the United States of America in immediately
available funds, at the office of Bankers Trust Company (the "Administrative
Agent") located at 130 Liberty Street, New York, New York 10006 on the B Term
Loan Maturity Date (as defined in the Credit Agreement referred to below) the
principal sum of DOLLARS ($ ) or, if less, the unpaid principal amount of all B
Term Loans (as defined in the Credit Agreement) made by the Lender pursuant to
the Credit Agreement.

         The Borrower promises also to pay interest on the unpaid principal
amount hereof in like money at said office from the date hereof until paid at
the rates and at the times provided in Section 1.08 of the Credit Agreement.

         This Note is one of the B Term Notes referred to in the Credit
Agreement, dated as June 16, 2000, among the Borrower, the lenders from time to
time party thereto (including the Lender) and the Administrative Agent (as
amended, modified or supplemented from time to time, the "Credit Agreement") and
is entitled to the benefits thereof and of the other Credit Documents (as
defined in the Credit Agreement). This Note is secured by the Security Documents
(as defined in the Credit Agreement) and is entitled to the benefits of the
Subsidiaries Guaranty (as defined in the Credit Agreement). This Note is subject
to voluntary prepayment and mandatory repayment prior to the B Term Loan
Maturity Date, in whole or in part, as provided in the Credit Agreement.

         In case an Event of Default (as defined in the Credit Agreement) shall
occur and be continuing, the principal of and accrued interest on this Note may
become or be declared to be due and payable in the manner and with the effect
provided in the Credit Agreement.

         The Borrower hereby waives presentment, demand, protest or notice of
any kind in connection with this Note.



<PAGE>

                                                                     Exhibit B-2
                                                                          Page 2


         THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK.

                                       DAYTON SUPERIOR CORPORATION

                                       By
                                          -----------------------------
                                          Name:
                                          Title:

<PAGE>



                                                                     EXHIBIT B-3


                             FORM OF REVOLVING NOTE


$__________                                                   New York, New York
                                                                          [Date]


         FOR VALUE RECEIVED, DAYTON SUPERIOR CORPORATION, an Ohio corporation
(the "Borrower"), hereby promises to pay to or its registered assigns (the
"Lender"), in lawful money of the United States of America in immediately
available funds, at the office of Bankers Trust Company (the "Administrative
Agent") located at 130 Liberty Street, New York, New York 10006 on the Revolving
Loan Maturity Date (as defined in the Credit Agreement referred to below) the
principal sum of _____________ DOLLARS ($________) or, if less, the unpaid
principal amount of all Revolving Loans (as defined in the Credit Agreement)
made by the Lender pursuant to the Credit Agreement.

         The Borrower promises also to pay interest on the unpaid principal
amount hereof in like money at said office from the date hereof until paid at
the rates and at the times provided in Section 1.08 of the Credit Agreement.

         This Note is one of the Revolving Notes referred to in the Credit
Agreement, dated as of June 16, 2000, among the Borrower, the lenders from time
to time party thereto (including the Lender) and the Administrative Agent (as
amended, modified or supplemented from time to time, the "Credit Agreement") and
is entitled to the benefits thereof and of the other Credit Documents (as
defined in the Credit Agreement). This Note is secured by the Security Documents
(as defined in the Credit Agreement) and is entitled to the benefits of the
Subsidiaries Guaranty (as defined in the Credit Agreement). This Note is subject
to voluntary prepayment and mandatory repayment prior to the Revolving Loan
Maturity Date, in whole or in part, as provided in the Credit Agreement.

         In case an Event of Default (as defined in the Credit Agreement) shall
occur and be continuing, the principal of and accrued interest on this Note may
become or be declared to be due and payable in the manner and with the effect
provided in the Credit Agreement.

         The Borrower hereby waives presentment, demand, protest or notice of
any kind in connection with this Note.



<PAGE>

                                                                     Exhibit B-3
                                                                          Page 2


         THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK.

                                     DAYTON SUPERIOR CORPORATION


                                     By
                                        --------------------------------
                                        Name:
                                        Title:

<PAGE>



                                                                     EXHIBIT B-4

                             FORM OF SWINGLINE NOTE


$________________                                             New York, New York
                                                                          [Date]


         FOR VALUE RECEIVED, DAYTON SUPERIOR CORPORATION, an Ohio corporation
(the "Borrower"), hereby promises to pay to BANKERS TRUST COMPANY or its
registered assigns (the "Lender"), in lawful money of the United States of
America in immediately available funds, at the office of Bankers Trust Company
(the "Administrative Agent") located at 130 Liberty Street, New York, New York
10006 on the Swingline Expiry Date (as defined in the Credit Agreement referred
to below) the principal sum of _____________ DOLLARS ($_________) or, if less,
the unpaid principal amount of all Swingline Loans (as defined in the Credit
Agreement) made by the Lender pursuant to the Credit Agreement.

         The Borrower promises also to pay interest on the unpaid principal
amount hereof in like money at said office from the date hereof until paid at
the rates and at the times provided in Section 1.08 of the Credit Agreement.

         This Note is the Swingline Note referred to in the Credit Agreement,
dated as of June 16, 2000, among the Borrower, the lenders from time to time
party thereto (including the Lender) and the Administrative Agent (as amended,
modified or supplemented from time to time, the "Credit Agreement") and is
entitled to the benefits thereof and of the other Credit Documents (as defined
in the Credit Agreement). This Note is secured by the Security Documents (as
defined in the Credit Agreement) and is entitled to the benefits of the
Subsidiaries Guaranty (as defined in the Credit Agreement). This Note is subject
to voluntary prepayment and mandatory repayment prior to the Swingline Expiry
Date, in whole or in part, as provided in the Credit Agreement.

         In case an Event of Default (as defined in the Credit Agreement) shall
occur and be continuing, the principal of and accrued interest on this Note may
become or be declared to be due and payable in the manner and with the effect
provided in the Credit Agreement.

         The Borrower hereby waives presentment, demand, protest or notice of
any kind in connection with this Note.



<PAGE>

                                                                     Exhibit B-4
                                                                          Page 2


         THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK.

                                         DAYTON SUPERIOR CORPORATION


                                         By
                                           -------------------------------
                                           Name:
                                           Title:

<PAGE>



                                                                     EXHIBIT B-5

                            FORM OF ACQUISITION NOTE


$________________                                             New York, New York
                                                                          [Date]


         FOR VALUE RECEIVED, DAYTON SUPERIOR CORPORATION, an Ohio corporation
(the "Borrower"), hereby promises to pay to ______________or its registered
assigns (the "Lender"), in lawful money of the United States of America in
immediately available funds, at the office of Bankers Trust Company (the
"Administrative Agent") located at 130 Liberty Street, New York, New York 10006
on the Acquisition Loan Maturity Date (as defined in the Credit Agreement
referred to below) the principal sum of _____________ DOLLARS ($_________) or,
if less, the unpaid principal amount of all Acquisition Loans (as defined in the
Credit Agreement) made by the Lender pursuant to the Credit Agreement.

         The Borrower promises also to pay interest on the unpaid principal
amount hereof in like money at said office from the date hereof until paid at
the rates and at the times provided in Section 1.08 of the Credit Agreement.

         This Note is one of the Acquisition Notes referred to in the Credit
Agreement, dated as of June 16, 2000, among the Borrower, the lenders from time
to time party thereto (including the Lender) and the Administrative Agent (as
amended, modified or supplemented from time to time, the "Credit Agreement") and
is entitled to the benefits thereof and of the other Credit Documents (as
defined in the Credit Agreement). This Note is secured by the Security Documents
(as defined in the Credit Agreement) and is entitled to the benefits of the
Subsidiaries Guaranty (as defined in the Credit Agreement). This Note is subject
to voluntary prepayment and mandatory repayment prior to the Acquisition Loan
Maturity Date, in whole or in part, as provided in the Credit Agreement.

         In case an Event of Default (as defined in the Credit Agreement) shall
occur and be continuing, the principal of and accrued interest on this Note may
become or be declared to be due and payable in the manner and with the effect
provided in the Credit Agreement.

         The Borrower hereby waives presentment, demand, protest or notice of
any kind in connection with this Note.





<PAGE>

                                                                     Exhibit B-5
                                                                          Page 2


         THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK.

                                           DAYTON SUPERIOR CORPORATION


                                           By
                                              ------------------------------
                                              Name:
                                              Title:



<PAGE>




                                                                       EXHIBIT C

               FORM OF INCREMENTAL TERM LOAN COMMITMENT AGREEMENT


                            [Names(s) of Lenders(s)]



                                                                          [Date]



Dayton Superior Corporation
[Insert Address]


re  INCREMENTAL TERM LOAN COMMITMENT

Ladies and Gentlemen:

         Reference is hereby made to the Credit Agreement, dated as of June 16,
2000 (as amended, modified or supplemented from time to time, the "Credit
Agreement"), among Dayton Superior Corporation (the "Borrower" or "you"), the
lenders from time to time party thereto (the "Lenders") and Bankers Trust
Company, as Administrative Agent (the "Administrative Agent"). Unless otherwise
defined herein, capitalized terms used herein shall have the respective meanings
set forth in the Credit Agreement.

         Each Lender (each an "Incremental Term Loan Lender") party to this
letter agreement (this "Agreement") hereby severally agrees to provide the
Incremental A Term Loan Commitment and/or the Incremental B Term Loan Commitment
set forth opposite its name on Annex I attached hereto (for each such
Incremental Term Loan Lender, its "Incremental Term Loan Commitment"). Each
Incremental Term Loan Commitment provided pursuant to this Agreement shall be
subject to the terms and conditions set forth in the Credit Agreement, including
Section 1.15 thereof.

         Each Incremental Term Loan Lender and the Borrower acknowledge and
agree that the Incremental Term Loan Commitments provided pursuant to this
Agreement shall constitute either Incremental A Term Loan Commitments or
Incremental B Term Loan Commitments (as specified in Annex I attached hereto)
under, and as defined in, the Credit Agreement. Each Incremental Term Loan
Lender and the Borrower further agree that, with respect to the Incremental Term
Loan Commitments provided by it pursuant to this Agreement, such Incremental
Term Loan Lender shall receive an upfront fee equal to that amount set forth
opposite its name on Annex I attached hereto, which upfront fee shall be due and
payable to such Incremental Term Loan Lender on the date on which the
Incremental Term Loans to be made pursuant to this Agreement are made.

         Each Incremental Term Loan Lender party to this Agreement (i) confirms
that it has received a copy of the Credit Agreement and the other Credit
Documents, together with


<PAGE>

                                                                       Exhibit C
                                                                          Page 2


copies of the financial statements referred to therein and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Agreement and, to the extent applicable, to become a
Lender under the Credit Agreement, (ii) agrees that it will, independently and
without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and
the Collateral Agent to take such action as agent on its behalf and to exercise
such powers under the Credit Agreement and the other Credit Documents as are
delegated to the Administrative Agent and the Collateral Agent, as the case may
be, by the terms thereof, together with such powers as are reasonably incidental
thereto, (iv) agrees that it will perform in accordance with their terms all of
the obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender, and (v) in the case of each lending institution
organized under the laws of a jurisdiction outside the United States, attaches
the applicable forms described in Section 4.04(b) certifying as to its
entitlement to a complete exemption from United States withholding taxes with
respect to all payments to be made under the Credit Agreement and the other
Credit Documents. Upon the execution of a counterpart of this Agreement by such
Incremental Term Loan Lenders, the Administrative Agent and the Borrower, the
delivery to the Administrative Agent of a fully executed copy (including by way
of counterparts and by facsimile) hereof and the payment of any fees (including,
without limitation, the upfront fees payable pursuant to the immediately
preceding paragraph and the administrative fee payable to the Administrative
Agent pursuant to Section 1.15(b)(ii) of the Credit Agreement) required in
connection herewith, each Incremental Term Loan Lender party hereto (i) shall be
obligated to make the Incremental Term Loans provided to be made by it as
provided in this Agreement on the terms, and subject to the conditions, set
forth in the Credit Agreement, and, to the extent applicable, shall become a
Lender pursuant to the Credit Agreement and (ii) to the extent provided in this
Agreement, shall have the rights and obligations of a Lender thereunder and
under the other Credit Documents.

         The effective date of this Agreement shall be the date on which the
Permitted Acquisition to be financed with the proceeds of the Incremental Term
Loans to be made hereunder is consummated, which date shall be no later than
_____ [insert a date on or prior to the 10th Business Day after the date
hereof].

         You may accept this Agreement by signing the enclosed copies in the
space provided below, and returning one copy of same to us before the close of
business on __________ __, _____. If you do not so accept this Agreement by such
time, our Incremental Term Loan Commitments set forth in this Agreement shall be
deemed cancelled.

         After the execution and delivery to the Administrative Agent of a fully
executed copy of this Agreement (including by way of counterparts and by fax) by
the parties hereto, this Agreement may only be changed, modified or varied by
written instrument in accordance with the requirements for the modification of
Credit Documents pursuant to Section 13.12 of the Credit Agreement.



<PAGE>

                                                                       Exhibit C
                                                                          Page 3


         THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAW OF THE STATE OF NEW YORK.

                                     Very truly yours,

                                     [NAME OF LENDER]

                                     By
                                        -----------------------------
                                        Name:
                                        Title:

Agreed and Accepted
this ___ day of __________, ____:

DAYTON SUPERIOR CORPORATION


By:
    ------------------------------
    Name:
    Title:



BANKERS TRUST COMPANY,
      as Administrative Agent


By:
    ------------------------------
    Name:
    Title:


<PAGE>




                                                            ANNEX I TO EXHIBIT C



<TABLE>
<CAPTION>
                                                   Amount of Incremental
                    Amount of Incremental A            B Term Loan
Name of Lender       Term Loan Commitment               Commitment                  Upfront Fee

<S>                 <C>                            <C>                              <C>




Total                 __________________               _____________                ___________
</TABLE>





<PAGE>



                                                                       EXHIBIT D

                        FORM OF LETTER OF CREDIT REQUEST



Dated _____(1)_____


Bankers Trust Company, as Administrative Agent under
  the Credit Agreement (the "Credit
  Agreement"), dated as of June 16, 2000,
  2000, among Dayton Superior Corporation (the "Borrower"),
  the lenders from time to time party thereto
  and Bankers Trust Company,
  as Administrative Agent
130 Liberty Street
New York, New York  10006

Attention:

[Name and Address of respective Letter of Credit Issuer]

Attention:


Dear Sirs:

         We hereby request that _____________________, in its individual
capacity, issue a [standby] [trade] Letter of Credit for the account of the
undersigned on ______________(2) (the "Date of Issuance") in the aggregate
stated amount of ____________ (3).

         For purposes of this Letter of Credit Request, unless otherwise defined
herein, all capitalized terms used herein and defined in the Credit Agreement
shall have the respective meaning provided such terms in the Credit Agreement.

         The beneficiary of the requested Letter of Credit will be
___________(4), and such Letter of Credit will be in support of ___________(5)
and will have a stated expiration date of ____________(6).



---------

1     Date of Letter of Credit Request


2     Date of Issuance which shall be at least five Business Days from the date
      hereof (or such shorter period as is acceptable to the respective Letter
      of Credit Issuer).

3     Aggregate initial Stated Amount of Letter of Credit

4     Insert name and address of beneficiary.

5     Insert a brief description of L/C Supportable Obligations or applicable
      trade obligations, as the case may be.



<PAGE>

                                                                       Exhibit D
                                                                          Page 2


         We hereby certify that:

         (1) the representations and warranties contained in the Credit
Agreement and in the other Credit Documents are and will be true and correct in
all material respects, both before and after giving effect to the issuance of
the Letter of Credit requested hereby, on the Date of Issuance (it being
understood and agreed that any representation or warranty which by its terms is
made as of a specified date shall be required to be true and correct in all
material respects only as of such specified date); and

         (2) no Default or Event of Default has occurred and is continuing nor,
after giving effect to the issuance of the Letter of Credit requested hereby,
would such a Default or an Event of Default occur.

         Copies of all documentation with respect to the supported transaction
are attached hereto.



                                         DAYTON SUPERIOR CORPORATION



                                         By:
                                             -----------------------------
                                             Name:
                                             Title:

----------
(...continued)

6     Insert the last date upon which drafts may be presented which may not be
      later than (A) in the case of standby Letters of Credit, the earlier of
      (x) one year after the Date of Issuance and (y) the tenth Business Day
      prior to the Revolving Loan Maturity Date and (B) in the case of trade
      Letters of Credit, the earlier of (x) 180 days after the Date of Issuance
      and (y) 30 days prior to the Revolving Loan Maturity Date.


<PAGE>



                                                                       EXHIBIT E


                     FORM OF SECTION 4.04(B)(II) CERTIFICATE


         Reference is hereby made to the Credit Agreement, dated as of June 16,
2000, 2000, among Datyon Superior Corporation, the lenders from time to time
party thereto and Bankers Trust Company, as Administrative Agent (as amended
from time to time, the "Credit Agreement"). Pursuant to the provisions of
Section 4.04(b)(ii) of the Credit Agreement, the undersigned hereby certifies
that it is not a "bank" as such term is used in Section 881(c)(3)(A) of the
Internal Revenue Code of 1986, as amended.

                                    [NAME OF BANK]


                                    By
                                        ----------------------------------
                                        Name:
                                        Title:



Date:  _______________, ____


<PAGE>



                                                                       EXHIBIT G

                          FORM OF OFFICERS' CERTIFICATE


         I, the undersigned, [Chairman of the Board/Vice Chairman of the
Board/President/Vice President] of [Name of Credit Party] a corporation
organized and existing under the laws of the State of ________ (the "Company"),
do hereby certify on behalf of the Company that:

         1. This Certificate is furnished pursuant to Section 5A.04(a) of the
Credit Agreement, dated as of June 16, 2000, among [Dayton Superior Corporation]
[the Company], the lenders from time to time party thereto and Bankers Trust
Company, as Administrative Agent (such Credit Agreement, as in effect on the
date of this Certificate, being herein called the "Credit Agreement"). Unless
otherwise defined herein, capitalized terms used in this Certificate shall have
the meanings set forth in the Credit Agreement.

         2. The following named individuals are elected officers of the Company,
each holds the office of the Company set forth opposite his or her name and has
held such office since _________ __, ____.(1) The signature written opposite the
name and title of each such officer is his or her genuine signature.

<TABLE>
<CAPTION>
              NAME(2)           OFFICE            SIGNATURE

<S>      <C>                  <C>               <C>
         --------------       -----------       -------------

         --------------       -----------       -------------

         --------------       -----------       -------------
</TABLE>

         3. Attached hereto as Exhibit A is a certified copy of the Certificate
of Incorporation of the Company, as filed in the Office of the Secretary of
State of the State of ________ on ___________, ____, together with all
amendments thereto adopted through the date hereof.

         4. Attached hereto as Exhibit B is a true and correct copy of the
By-Laws of the Company which were duly adopted, are in full force and effect on
the date hereof, and have been in effect since _____________, ----.

----------

1   Insert a date prior to the time of any corporate action relating to the
    Credit Documents or related documentation.

2   Include name, office and signature of each officer who will sign any Credit
    Document, including the officer who will sign the certification at the end
    of this Certificate or related documentation.



<PAGE>

                                                                       Exhibit G
                                                                          Page 2


         5. Attached hereto as Exhibit C is a true and correct copy of
resolutions which were duly adopted on __________, ____ [by unanimous written
consent of the Board of Directors of the Company] [by a meeting of the Board of
Directors of the Company at which a quorum was present and acting throughout],
and said resolutions have not been rescinded, amended or modified. Except as
attached hereto as Exhibit C, no resolutions have been adopted by the Board of
Directors of the Company which deal with the execution, delivery or performance
of any of the Documents to which the Company is party.

         [6. On the date hereof, all of the applicable conditions set forth in
Sections 5A.05, through 5A.10, inclusive, and Section 6.01 of the Credit
Agreement have been satisfied.

         7. Attached hereto as Exhibit D are true and correct copies of all
Recapitalization Documents.

         8. Attached hereto as Exhibit E are true and correct copies of all
Refinancing Documents.

         9. Attached hereto as Exhibit F are true and correct copies of all
Equity Financing Documents.

         10. Attached hereto as Exhibit G are true and correct copies of all
Senior Subordinated Note Documents.

         11. Attached hereto as Exhibit H are true and correct copies of all
Subordinated Debenture Documents.

         12. Attached hereto as Exhibit I are true and correct copies of all
Employee Benefit Plans.

         13. Attached hereto as Exhibit J are true and correct copies of all
Shareholders' Agreements.

         14. Attached hereto as Exhibit K are true and correct copies of all
Management Agreements.

         15. Attached hereto as Exhibit L are true and correct copies of all
Employment Agreements.

         16. Attached hereto as Exhibit M are true and correct copies of all
Collective Bargaining Agreements.

         17. Attached hereto as Exhibit N are true and correct copies of all
Existing Indebtedness Agreements.


<PAGE>

                                                                       Exhibit G
                                                                          Page 3


         18. Attached hereto as Exhibit O are true and correct copies of all Tax
Allocation Agreements.](3)

         [6.][19.] On the date hereof, the representations and warranties
contained in the Credit Agreement and in the other Credit Documents are true and
correct in all material respects with the same effect as though such
representations and warranties had been made on the date hereof, both before and
after giving effect to the incurrence of Loans on the date hereof and the
application of the proceeds thereof, unless stated to relate to a specific
earlier date, in which case such representations and warranties were true and
correct in all material respects as of such earlier date.

         [7.][20.] On the date hereof, no Default or Event of Default has
occurred and is continuing or would result from the Borrowing to occur on the
date hereof or from the application of the proceeds thereof.

         [8.][21.] There is no proceeding for the dissolution or liquidation of
the Company or threatening its existence.

         IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of June,
2000.

                                      [NAME OF CREDIT PARTY]



                                      By
                                         ----------------------------
                                         Name:
                                         Title:


----------

3   Insert in Officers' Certificate of the Borrower only.

<PAGE>

                                                                       Exhibit G
                                                                          Page 4


I, the undersigned, [Secretary/Assistant Secretary] of the Company, do hereby
certify on behalf of the Company that:

         1. [Name of Person making above certifications] is the duly elected and
qualified [Chairman of the Board/Vice Chairman of the Board/President/Vice
President] of the Company and the signature above is his or her genuine
signature.

         2. The certifications made by [name of Person making above
certifications] on behalf of the Company in Items 2, 3, 4, 5 and [8][21] above
are true and correct.

         IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of June,
2000.

                                        [NAME OF CREDIT PARTY]


                                        By
                                           ----------------------------------
                                           Name:
                                           Title:





<PAGE>



                                                                      EXHIBIT H
                                                        [CONFORMED AS EXECUTED]

                            FORM OF PLEDGE AGREEMENT



                  PLEDGE AGREEMENT (as amended, modified or supplemented from
time to time, this "Agreement"), dated as of June 16, 2000, made by each of the
undersigned pledgors (each a "Pledgor" and, together with any other entity that
becomes a pledgor hereunder pursuant to Section 25 hereof, the "Pledgors") to
BANKERS TRUST COMPANY, as Collateral Agent (together with any successor
collateral agent, the "Pledgee"), for the benefit of the Secured Creditors (as
defined below). Except as otherwise defined herein, capitalized terms used
herein and defined in the Credit Agreement (as defined below) shall be used
herein as therein defined.

                              W I T N E S S E T H :


                  WHEREAS, Dayton Superior Corporation (the "Borrower"), the
lenders from time to time party thereto (the "Lenders") and Bankers Trust
Company, as Administrative Agent (together with any successor administrative
agent, the "Administrative Agent"), have entered into a Credit Agreement, dated
as of June 16, 2000 (as amended, modified or supplemented from time to time, the
"Credit Agreement"), providing for the making of Loans to, and the issuance of
Letters of Credit for the account of, the Borrower as contemplated therein (the
Lenders, the Administrative Agent, each Letter of Credit Issuer and the Pledgee
are herein called the "Lender Creditors");

                  WHEREAS, the Borrower may at any time and from time to time
enter into one or more Interest Rate Protection Agreements or Other Hedging
Agreements with one or more Lenders or any affiliate thereof (each such Lender
or affiliate, even if the respective Lender subsequently ceases to be a Lender
under the Credit Agreement for any reason, together with such Lender's or
affiliate's successors and assigns, if any, collectively, the "Other Creditors,"
and together with the Lender Creditors, the "Secured Creditors");

                  WHEREAS, pursuant to the Subsidiaries Guaranty, each
Subsidiary Guarantor has jointly and severally guaranteed to the Secured
Creditors the payment when due of all Guaranteed Obligations as described
therein;

                  WHEREAS, it is a condition to the making of Loans to, and the
issuance of Letters of Credit for the account of, the Borrower under the Credit
Agreement that each Pledgor shall have executed and delivered to the Pledgee
this Agreement; and

                  WHEREAS, each Pledgor desires to enter into this Agreement in
order to satisfy the condition described in the preceding paragraph;

                  NOW, THEREFORE, in consideration of the foregoing and other
benefits accruing to each Pledgor, the receipt and sufficiency of which are
hereby acknowledged, each Pledgor hereby makes the following representations and
warranties to the Pledgee for the benefit


<PAGE>

                                                                       Exhibit H
                                                                          Page 6


of the Secured Creditors and hereby covenants and agrees with the Pledgee for
the benefit of the Secured Creditors as follows:

                  1.  SECURITY  FOR  OBLIGATIONS.  This  Agreement  is made by
each  Pledgor for the benefit of the Secured Creditors to secure:

            (i) the full and prompt payment when due (whether at the stated
         maturity, by acceleration or otherwise) of all obligations and
         indebtedness (including, without limitation, indemnities, Fees and
         interest thereon) of such Pledgor to the Lender Creditors, whether now
         existing or hereafter incurred under, arising out of, or in connection
         with the Credit Agreement and the other Credit Documents to which such
         Pledgor is a party (including, in the case of each Pledgor which is
         Subsidiary Guarantor, all such obligations and indebtedness of such
         Pledgor under the Subsidiaries Guaranty) and the due performance and
         compliance by such Pledgor with all of the terms, conditions and
         agreements contained in the Credit Agreement and in such other Credit
         Documents (all such obligations and liabilities under this clause (i),
         except to the extent consisting of obligations or indebtedness with
         respect to Interest Rate Protection Agreements or Other Hedging
         Agreements, being herein collectively called the "Credit Document
         Obligations");

            (ii) the full and prompt payment when due (whether at the stated
         maturity, by acceleration or otherwise) of all obligations and
         liabilities owing by such Pledgor to the Other Creditors under, or with
         respect to (including in the case of each Pledgor which is Subsidiary
         Guarantor, by reason of the Subsidiaries Guaranty), any Interest Rate
         Protection Agreement or Other Hedging Agreement, whether such Interest
         Rate Protection Agreement or Other Hedging Agreement is now in
         existence or hereafter arising, and the due performance and compliance
         by such Pledgor with all of the terms, conditions and agreements
         contained therein (all such obligations and liabilities described in
         this clause (ii) being herein collectively called the "Other
         Obligations");

           (iii)  any  and all sums  advanced by the Pledgee in order to
         preserve the  Collateral  (as  hereinafter defined) or preserve its
         security interest in the Collateral;

             (iv) in the event of any proceeding for the collection or
         enforcement of any indebtedness, obligations or liabilities of such
         Pledgor referred to in clauses (i), (ii) and (iii) above, after an
         Event of Default (which term to mean and include any Event of Default
         under, and as defined in, the Credit Agreement or any payment default
         by the Borrower under any Interest Rate Protection Agreement or Other
         Hedging Agreement and shall, in any event, include, without limitation,
         any payment default on any of the Obligations (as hereinafter defined)
         shall have occurred and be continuing, the reasonable expenses of
         retaking, holding, preparing for sale or lease, selling or otherwise
         disposing of or realizing on the Collateral, or of any exercise by the
         Pledgee of its rights hereunder, together with reasonable attorneys'
         fees and court costs; and

             (v) all amounts paid by any Secured Creditor as to which such
         Secured Creditor has the right to reimbursement under Section 11 of
         this Agreement;


<PAGE>

                                                                       Exhibit H
                                                                          Page 7


                           all such obligations, liabilities, sums and expenses
                           set forth in clauses (i) through (v) of this Section
                           1 being herein collectively called the "Obligations,"
                           it being acknowledged and agreed that the
                           "Obligations" shall include extensions of credit of
                           the types described above, whether outstanding on the
                           date of this Agreement or extended from time to time
                           after the date of this Agreement.

                  2. DEFINITIONS. (a) Unless otherwise defined herein, all
capitalized terms used herein and defined in the Credit Agreement shall be used
herein as therein defined. Reference to singular terms shall include the plural
and vice versa.

                  (b) The following capitalized terms used herein shall have the
definitions specified below:

                  "ADMINISTRATIVE AGENT" has the meaning set forth in the
Recitals hereto.

                  "ADVERSE CLAIM" has the meaning given such term in Section
8-102(a)(1) of the UCC.

                  "AGREEMENT" has the meaning set forth in the first paragraph
hereof.

                  "CERTIFICATED SECURITY" has the meaning given such term in
Section 8-102(a)(4) of the UCC.

                  "CLEARING CORPORATION" has the meaning given such term in
Section 8-102(a)(5) of the UCC.

                  "COLLATERAL" has the meaning set forth in Section 3.1 hereof.

                  "COLLATERAL ACCOUNTS" means any and all accounts established
and maintained by the Pledgee in the name of any Pledgor to which Collateral may
be credited.

                  "CREDIT AGREEMENT" has the meaning set forth in the Recitals
hereto.

                  "CREDIT DOCUMENT OBLIGATIONS" has the meaning set forth in
Section 1 hereof.

                  "DOMESTIC CORPORATION" has the meaning set forth in the
definition of "Stock."

                  "EVENT OF DEFAULT" has the meaning set forth in Section 1
hereof.

                  "FINANCIAL ASSET" has the meaning given such term in Section
8-102(a)(9) of the UCC.

                  "FOREIGN CORPORATION" has the meaning set forth in the
definition of "Stock."

                  "INDEMNITEES" has the meaning set forth in Section 11 hereof.

                  "INSTRUMENT" has the meaning given such term in Section
9-105(1)(i) of the UCC.


<PAGE>

                                                                       Exhibit H
                                                                          Page 8

                  "INVESTMENT PROPERTY" has the meaning given such term in
Section 9-115(f) of the UCC.

                  "LENDER CREDITORS" has the meaning set forth in the Recitals
hereto.

                  "LENDERS" has the meaning set forth in the Recitals hereto.

                  "LIMITED LIABILITY COMPANY ASSETS" means all assets, whether
tangible or intangible and whether real, personal or mixed (including, without
limitation, all limited liability company capital and interest in other limited
liability companies), at any time owned or represented by any Limited Liability
Company Interest.

                  "LIMITED LIABILITY COMPANY INTERESTS" means the entire limited
liability company membership interest at any time owned by any Pledgor in any
limited liability company.

                  "NON-VOTING STOCK" means all capital stock which is not Voting
Stock.

                  "NOTES" means (x) all Intercompany Notes at any time issued to
each Pledgor and (y) all other promissory notes from time to time issued to, or
held by, each Pledgor.

                  "OBLIGATIONS" has the meaning set forth in Section 1 hereof.

                  "OTHER CREDITORS" has the meaning set forth in the Recitals
hereto.

                  "OTHER OBLIGATIONS" has the meaning set forth in Section 1
hereof.

                  "PARTNERSHIP ASSETS" means all assets, whether tangible or
intangible and whether real, personal or mixed (including, without limitation,
all partnership capital and interest in other partnerships), at any time owned
or represented by any Partnership Interest.

                  "PARTNERSHIP INTEREST" means the entire general partnership
interest or limited partnership interest at any time owned by any Pledgor in any
general partnership or limited partnership.

                  "PLEDGED NOTES" has the meaning set forth in Section 3.5
hereof.

                      "PLEDGEE" has the meaning set forth in the first paragraph
hereof.

                  "PLEDGOR" has the meaning set forth in the first paragraph
hereof.

                  "PROCEEDS" has the meaning given such term in Section 9-306(l)
of the UCC.

                  "REQUIRED LENDERS" has the meaning given such term in the
Credit Agreement.

                  "SECURED CREDITORS" has the meaning set forth in the Recitals
hereto.

                  "SECURED DEBT AGREEMENTS" has the meaning set forth in Section
5 hereof.


<PAGE>

                                                                       Exhibit H
                                                                          Page 9


                  "SECURITIES ACCOUNT" has the meaning given such term in
Section 8-501(a) of the UCC.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
as in effect from time to time.

                  "SECURITY" and "SECURITIES" has the meaning given such term in
Section 8-102(a)(15) of the UCC and shall in any event include all Stock and
Notes (to the extent same constitute "Securities" under Section 8-102(a)(15)).

                  "SECURITY ENTITLEMENT" has the meaning given such term in
Section 8-102(a)(17) of the UCC.

                  "STOCK" means (x) with respect to corporations incorporated
under the laws of the United States or any State or territory thereof (each a
"Domestic Corporation"), all of the issued and outstanding shares of capital
stock of any corporation at any time owned by any Pledgor of any Domestic
Corporation and (y) with respect to corporations not Domestic Corporations (each
a "Foreign Corporation"), all of the issued and outstanding shares of capital
stock at any time owned by any Pledgor of any Foreign Corporation.

                  "TERMINATION DATE" has the meaning set forth in Section 20
hereof.

                  "UCC" means the Uniform Commercial Code as in effect in the
State of New York from time to time; PROVIDED that all references herein to
specific sections or subsections of the UCC are references to such sections or
subsections, as the case may be, of the Uniform Commercial Code as in effect in
the State of New York on the date hereof.

                  "UNCERTIFICATED SECURITY" has the meaning given such term in
Section 8-102(a)(18) of the UCC.

                  "VOTING STOCK" means all classes of capital stock of any
Foreign Corporation entitled to vote.

                  3.  PLEDGE OF SECURITIES, ETC.

                  3.1 PLEDGE. To secure the Obligations now or hereafter owed or
to be performed by such Pledgor, each Pledgor does hereby grant, pledge and
assign to the Pledgee for the benefit of the Secured Creditors, and does hereby
create a continuing security interest in favor of the Pledgee for the benefit of
the Secured Creditors in, all of the right, title and interest in and to the
following, whether now existing or hereafter from time to time acquired
(collectively, the "Collateral"):

                  (a) each of the Collateral Accounts, including any and all
         assets of whatever type or kind deposited by such Pledgor in such
         Collateral Account, whether now owned or hereafter acquired, existing
         or arising, including, without limitation, all Financial Assets,
         Investment Property, moneys, checks, drafts, Instruments, Securities or
         interests


<PAGE>

                                                                       Exhibit H
                                                                         Page 10


         therein of any type or nature deposited or required by the Credit
         Agreement or any other Secured Debt Agreement to be deposited in such
         Collateral Account, and all investments and all certificates and other
         Instruments (including depository receipts, if any) from time to time
         representing or evidencing the same, and all dividends, interest,
         distributions, cash and other property from time to time received,
         receivable or otherwise distributed in respect of or in exchange for
         any or all of the foregoing;

                  (b)      all Securities of such Pledgor from time to time;

                  (c) all Limited Liability Company Interests of such Pledgor
         from time to time and all of its right, title and interest in each
         limited liability company to which each such interest relates, whether
         now existing or hereafter acquired, including, without limitation:

                           (A) all the capital thereof and its interest in all
                  profits, losses, Limited Liability Company Assets and other
                  distributions to which such Pledgor shall at any time be
                  entitled in respect of such Limited Liability Company
                  Interests;

                           (B) all other payments due or to become due to such
                  Pledgor in respect of Limited Liability Company Interests,
                  whether under any limited liability company agreement or
                  otherwise, whether as contractual obligations, damages,
                  insurance proceeds or otherwise;

                           (C) all of its claims, rights, powers, privileges,
                  authority, options, security interests, liens and remedies, if
                  any, under any limited liability company agreement or
                  operating agreement, or at law or otherwise in respect of such
                  Limited Liability Company Interests;

                           (D) all present and future claims, if any, of such
                  Pledgor against any such limited liability company for moneys
                  loaned or advanced, for services rendered or otherwise;

                           (E) all of such Pledgor's rights under any limited
                  liability company agreement or operating agreement or at law
                  to exercise and enforce every right, power, remedy, authority,
                  option and privilege of such Pledgor relating to such Limited
                  Liability Company Interests, including any power to terminate,
                  cancel or modify any limited liability company agreement or
                  operating agreement, to execute any instruments and to take
                  any and all other action on behalf of and in the name of any
                  of such Pledgor in respect of such Limited Liability Company
                  Interests and any such limited liability company, to make
                  determinations, to exercise any election (including, but not
                  limited to, election of remedies) or option or to give or
                  receive any notice, consent, amendment, waiver or approval,
                  together with full power and authority to demand, receive,
                  enforce, collect or receipt for any of the foregoing or for
                  any Limited Liability Company Asset, to enforce or execute any
                  checks, or other instruments or orders, to file any claims and
                  to take any action in connection with any of the foregoing;
                  and


<PAGE>

                                                                       Exhibit H
                                                                         Page 11


                           (F) all other property hereafter delivered in
                  substitution for or in addition to any of the foregoing, all
                  certificates and instruments representing or evidencing such
                  other property and all cash, securities, interest, dividends,
                  rights and other property at any time and from time to time
                  received, receivable or otherwise distributed in respect of or
                  in exchange for any or all thereof;

                  (d) all Partnership Interests of such Pledgor from time to
         time and all of its right, title and interest in each partnership to
         which each such interest relates, whether now existing or hereafter
         acquired, including, without limitation:

                           (A) all the capital thereof and its interest in all
                  profits, losses, Partnership Assets and other distributions to
                  which such Pledgor shall at any time be entitled in respect of
                  such Partnership Interests;

                           (B) all other payments due or to become due to such
                  Pledgor in respect of Partnership Interests, whether under any
                  partnership agreement or otherwise, whether as contractual
                  obligations, damages, insurance proceeds or otherwise;

                           (C) all of its claims, rights, powers, privileges,
                  authority, options, security interests, liens and remedies, if
                  any, under any partnership agreement or operating agreement,
                  or at law or otherwise in respect of such Partnership
                  Interests;

                           (D) all present and future claims, if any, of such
                  Pledgor against any such partnership for moneys loaned or
                  advanced, for services rendered or otherwise;

                           (E) all of such Pledgor's rights under any
                  partnership agreement or operating agreement or at law to
                  exercise and enforce every right, power, remedy, authority,
                  option and privilege of such Pledgor relating to such
                  Partnership Interests, including any power to terminate,
                  cancel or modify any partnership agreement or operating
                  agreement, to execute any instruments and to take any and all
                  other action on behalf of and in the name of any of such
                  Pledgor in respect of such Partnership Interests and any such
                  partnership, to make determinations, to exercise any election
                  (including, but not limited to, election of remedies) or
                  option or to give or receive any notice, consent, amendment,
                  waiver or approval, together with full power and authority to
                  demand, receive, enforce, collect or receipt for any of the
                  foregoing or for any Partnership Asset, to enforce or execute
                  any checks, or other instruments or orders, to file any claims
                  and to take any action in connection with any of the foregoing
                  (with all of the foregoing rights only to be exercisable upon
                  the occurrence and during the continuation of an Event of
                  Default); and

                           (F) all other property hereafter delivered in
                  substitution for or in addition to any of the foregoing, all
                  certificates and instruments representing or evidencing such
                  other property and all cash, securities, interest, dividends,
                  rights


<PAGE>

                                                                       Exhibit H
                                                                         Page 12


                  and other property at any time and from time to time received,
                  receivable or otherwise distributed in respect of or in
                  exchange for any or all thereof;

                  (e) all Security Entitlements of such Pledgor from time to
         time in any and all of the foregoing;

                  (f) all Financial Assets and Investment Property of such
         Pledgor from time to time; and

                  (g) all Proceeds of any and all of the foregoing.

                  Notwithstanding anything to the contrary contained in this
Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit
Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic
Subsidiary of the Borrower) shall be required at any time to pledge hereunder
more than 65% of the Voting Stock of any Foreign Corporation and (y) each
Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at
any time and from time to time acquired by such Pledgor of any Foreign
Corporation.

                  3.2 PROCEDURES. (a) To the extent that any Pledgor at any time
or from time to time owns, acquires or obtains any right, title or interest in
any Collateral, such Collateral shall automatically (and without the taking of
any action by the respective Pledgor) be pledged pursuant to Section 3.1 of this
Agreement and, in addition thereto, such Pledgor shall (to the extent provided
below) take the following actions as set forth below (as promptly as practicable
and, in any event, within 10 days after it obtains such Collateral) for the
benefit of the Pledgee and the Secured Creditors:

                  (i) with respect to a Certificated Security (other than a
         Certificated Security credited on the books of a Clearing Corporation),
         the respective Pledgor shall physically deliver such Certificated
         Security to the Pledgee, indorsed to the Pledgee or indorsed in blank;

                  (ii) with respect to an Uncertificated Security (other than an
         Uncertificated Security credited on the books of a Clearing
         Corporation), the respective Pledgor shall cause the issuer of such
         Uncertificated Security to duly authorize and execute, and deliver to
         the Pledgee, an agreement for the benefit of the Pledgee and the
         Secured Creditors substantially in the form of Annex G hereto
         (appropriately completed to the satisfaction of the Pledgee and with
         such modifications, if any, as shall be satisfactory to the Pledgee)
         pursuant to which such issuer agrees to comply with any and all
         instructions originated by the Pledgee without further consent by the
         registered owner and not to comply with instructions regarding such
         Uncertificated Security (and any Partnership Interests and Limited
         Liability Company Interests issued by such issuer) originated by any
         other Person other than a court of competent jurisdiction;

                  (iii) with respect to a Certificated Security, Uncertificated
         Security, Partnership Interest or Limited Liability Company Interest
         credited on the books of a Clearing Corporation (including a Federal
         Reserve Bank, Participants Trust Company or The


<PAGE>

         Depository Trust Company), the respective Pledgor shall promptly notify
         the Pledgee thereof and shall promptly take all actions required (i) to
         comply with the applicable rules of such Clearing Corporation and (ii)
         to perfect the security interest of the Pledgee under applicable law
         (including, in any event, under Sections 9-115(4)(a) and (b),
         9-115(1)(e) and 8-106(d) of the UCC). The Pledgor further agrees to
         take such actions as the Pledgee deems necessary or desirable to effect
         the foregoing;

                  (iv) with respect to a Partnership Interest or a Limited
         Liability Company Interest (other than a Partnership Interest or
         Limited Liability Interest credited on the books of a Clearing
         Corporation), (1) if such Partnership Interest or Limited Liability
         Company Interest is represented by a certificate, the procedure set
         forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest
         or Limited Liability Company Interest is not represented by a
         certificate, the procedure set forth in Section 3.2(a)(ii) hereof;

                  (v) with respect to any Note, physical delivery of such Note
         to the Pledgee, indorsed to the Pledgee or indorsed in blank; and

                  (vi) with respect to cash, (i) establishment by the Pledgee of
         a cash account in the name of such Pledgor over which the Pledgee shall
         have exclusive and absolute control and dominion (and no withdrawals or
         transfers may be made therefrom by any Person except with the prior
         written consent of the Pledgee) and (ii) deposit of such cash in such
         cash account.

                  (b) In addition to the actions required to be taken pursuant
to proceeding Section 3.2(a) hereof, each Pledgor shall take the following
additional actions with respect to the Securities and Collateral (as defined
below):

                  (i) with respect to all Collateral of such Pledgor with
         respect to which the Pledgee may obtain "control" thereof within the
         meaning of Section 8-106 of the UCC (or under any provision of the UCC
         as same may be amended or supplemented from time to time, or under the
         laws of any relevant State other than the State of New York), the
         respective Pledgor shall take all actions as may be requested from time
         to time by the Pledgee so that "control" of such Collateral is obtained
         and at all times held by the Pledgee; and

                  (ii) each Pledgor shall from time to time cause appropriate
         financing statements (on Form UCC-1 or other appropriate form) under
         the Uniform Commercial Code as in effect in the various relevant
         States, in form covering all Collateral hereunder (with the form of
         such financing statements to be satisfactory to the Pledgee), to be
         filed in the relevant filing offices so that at all times the Pledgee
         has a security interest in all Investment Property and other Collateral
         which may be perfected by the filing of such financing statements to
         the maximum extent perfection by filing may be obtained under the laws
         of the relevant States, including, without limitation, Section
         9-115(4)(b) of the UCC.

                  3.3 SUBSEQUENTLY ACQUIRED COLLATERAL. If any Pledgor shall
acquire (by purchase, stock dividend or otherwise) any additional Collateral at
any time or from time to time after the


<PAGE>

                                                                       Exhibit H
                                                                         Page 14


date hereof, such Collateral shall automatically (and without any further action
being required to be taken) be subject to the pledge and security interests
created pursuant to Section 3.1 hereof and, furthermore, the Pledgor will
promptly thereafter take (or cause to be taken) all action with respect to such
Collateral in accordance with the procedures set forth in Section 3.2 hereof,
and will promptly thereafter deliver to the Pledgee (i) a certificate executed
by a principal executive officer of such Pledgor describing such Collateral and
certifying that the same has been duly pledged in favor of the Pledgee (for the
benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A
through F hereto as are necessary to cause such annexes to be complete and
accurate at such time. Without limiting the foregoing, each Pledgor shall be
required to pledge hereunder any shares of stock at any time and from time to
time after the date hereof acquired by such Pledgor of any Foreign Corporation,
provided that (x) except as provided in Section 8.12 of the Credit Agreement, no
Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the
Borrower) shall be required at any time to pledge hereunder more than 65% of the
Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required
to pledge hereunder 100% of any Non-Voting Stock at any time and from time to
time acquired by such Pledgor of any Foreign Corporation.

                  3.4 TRANSFER TAXES. Each pledge of Collateral under Section
3.1 or Section 3.3 hereof shall be accompanied by any transfer tax stamps
required in connection with the pledge of such Collateral.

                  3.5 DEFINITION OF PLEDGED NOTES. All Notes at any time pledged
or required to be pledged hereunder are hereinafter called the "Pledged Notes".

                  3.6 CERTAIN REPRESENTATIONS AND WARRANTIES REGARDING THE
COLLATERAL. Each Pledgor represents and warrants that on the date hereof (i)
each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in
Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and
type of shares of the stock of the corporations as described in Annex B hereto;
(iii) such Stock constitutes that percentage of the issued and outstanding
capital stock of the issuing corporation as is set forth in Annex B hereto; (iv)
the Notes held by such Pledgor consist of the promissory notes described in
Annex C hereto where such Pledgor is listed as the lender; (v) the Limited
Liability Company Interests held by such Pledgor consist of the number and type
of interests of the Persons described in Annex D hereto; (vi) each such Limited
Liability Company Interest constitutes that percentage of the issued and
outstanding equity interest of the issuing Person as set forth in Annex D
hereto; (vii) the Partnership Interests held by such Pledgor consist of the
number and type of interests of the Persons described in Annex E hereto; (viii)
each such Partnership Interest constitutes that percentage or portion of the
entire partnership interest of the Partnership as set forth in Annex E hereto;
(ix) the Pledgor has complied with the respective procedure set forth in Section
3.2(a) hereof with respect to each item of Collateral described in Annexes A
through E hereto; and (x) on the date hereof, such Pledgor owns no other
Securities, Limited Liability Company Interests or Partnership Interests.

                  4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. If and to the
extent necessary to enable the Pledgee to perfect its security interest in any
of the Collateral or to exercise any of its remedies hereunder, the Pledgee
shall have the right to appoint one or more


<PAGE>

                                                                       Exhibit H
                                                                         Page 15

sub-agents for the purpose of retaining physical possession of the Collateral,
which may be held (in the discretion of the Pledgee) in the name of the relevant
Pledgor, endorsed or assigned in blank or in favor of the Pledgee or any nominee
or nominees of the Pledgee or a sub-agent appointed by the Pledgee.

                  5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until
there shall have occurred and be continuing an Event of Default, each Pledgor
shall be entitled to exercise any and all voting and other consensual rights
pertaining to the Collateral owned by it, and to give consents, waivers or
ratifications in respect thereof; PROVIDED, that, in each case, no vote shall be
cast or any consent, waiver or ratification given or any action taken or omitted
to be taken which would violate or be inconsistent with any of the terms of this
Agreement, the Credit Agreement, any other Credit Document or any Interest Rate
Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt
Agreements"), or which would have the effect of impairing the value of the
Collateral or any part thereof or the position or interests of the Pledgee or
any other Secured Creditor in the Collateral. All such rights of each Pledgor to
vote and to give consents, waivers and ratifications shall cease in case an
Event of Default has occurred and is continuing, and Section 7 hereof shall
become applicable.

                  6. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless and until there
shall have occurred and be continuing an Event of Default, (i) all cash
dividends, cash distributions, cash Proceeds and other cash amounts payable in
respect of the Collateral shall be paid to the respective Pledgor. The Pledgee
shall be entitled to receive directly, and to retain as part of the Collateral:

                  (i) all other or additional stock, notes, limited liability
         company interests, partnership interests, instruments or other
         securities or property (including, but not limited to, cash dividends
         other than as set forth above) paid or distributed by way of dividend
         or otherwise in respect of the Collateral;

                  (ii) all other or additional stock, notes, limited liability
         company interests, partnership interests, instruments or other
         securities or property (including, but not limited to, cash) paid or
         distributed in respect of the Collateral by way of stock-split,
         spin-off, split-up, reclassification, combination of shares or similar
         rearrangement; and

                  (iii) all other or additional stock, notes, limited liability
         company interests, partnership interests, instruments or other
         securities or property (including, but not limited to, cash) which may
         be paid in respect of the Collateral by reason of any consolidation,
         merger, exchange of stock, conveyance of assets, liquidation or similar
         corporate reorganization.

Nothing contained in this Section 6 shall limit or restrict in any way the
Pledgee's right to receive proceeds of the Collateral in any form in accordance
with Section 3 of this Agreement. All dividends, distributions or other payments
which are received by any Pledgor contrary to the provisions of this Section 6
and Section 7 hereof shall be received in trust for the benefit of the Pledgee,
shall be segregated from other property or funds of such Pledgor and shall be
forthwith paid over to the Pledgee as Collateral in the same form as so received
(with any necessary endorsement).


<PAGE>

                                                                       Exhibit H
                                                                         Page 16


                  7. REMEDIES IN CASE OF DEFAULT OR EVENT OF DEFAULT. If there
shall have occurred and be continuing an Event of Default, then and in every
such case, the Pledgee shall be entitled to exercise all of the rights, powers
and remedies (whether vested in it by this Agreement, any other Secured Debt
Agreement or by law) for the protection and enforcement of its rights in respect
of the Collateral, and the Pledgee shall be entitled to exercise all the rights
and remedies of a secured party under the Uniform Commercial Code as in effect
in any relevant jurisdiction and also shall be entitled, without limitation, to
exercise the following rights, which each Pledgor hereby agrees to be
commercially reasonable:

                  (i) to receive all amounts payable in respect of the
         Collateral otherwise payable under Section 6 hereof to the respective
         Pledgor;

                  (ii) to transfer all or any part of the Collateral into the
         Pledgee's name or the name of its nominee or nominees;

                  (iii) to accelerate any Pledged Note which may be accelerated
         in accordance with its terms, and take any other lawful action to
         collect upon any Pledged Note (including, without limitation, to make
         any demand for payment thereon);

                  (iv) to vote all or any part of the Collateral (whether or not
         transferred into the name of the Pledgee) and give all consents,
         waivers and ratifications in respect of the Collateral and otherwise
         act with respect thereto as though it were the outright owner thereof
         (each Pledgor hereby irrevocably constituting and appointing the
         Pledgee the proxy and attorney-in-fact of such Pledgor, with full power
         of substitution to do so);

                  (v) at any time and from time to time to sell, assign and
         deliver, or grant options to purchase, all or any part of the
         Collateral, or any interest therein, at any public or private sale,
         without demand of performance, advertisement or notice of intention to
         sell or of the time or place of sale or adjournment thereof or to
         redeem or otherwise (all of which are hereby waived by each Pledgor),
         for cash, on credit or for other property, for immediate or future
         delivery without any assumption of credit risk, and for such price or
         prices and on such terms as the Pledgee in its absolute discretion may
         determine, PROVIDED that at least 10 days' written notice of the time
         and place of any such sale shall be given to the respective Pledgor.
         The Pledgee shall not be obligated to make any such sale of Collateral
         regardless of whether any such notice of sale has theretofore been
         given. Each Pledgor hereby waives and releases to the fullest extent
         permitted by law any right or equity of redemption with respect to the
         Collateral, whether before or after sale hereunder, and all rights, if
         any, of marshalling the Collateral and any other security for the
         Obligations or otherwise. At any such sale, unless prohibited by
         applicable law, the Pledgee on behalf of the Secured Creditors may bid
         for and purchase all or any part of the Collateral so sold free from
         any such right or equity of redemption. Neither the Pledgee nor any
         other Secured Creditor shall be liable for failure to collect or
         realize upon any or all of the Collateral or for any delay in so doing
         nor shall any of them be under any obligation to take any action
         whatsoever with regard thereto; and


<PAGE>

                                                                       Exhibit H
                                                                         Page 17


                  (vi) to set-off any and all Collateral against any and all
         Obligations, and to withdraw any and all cash or other Collateral from
         any and all Collateral Accounts and to apply such cash and other
         Collateral to the payment of any and all Obligations.

                  8. REMEDIES, ETC., CUMULATIVE. Each and every right, power and
remedy of the Pledgee provided for in this Agreement or in any other Secured
Debt Agreement, or now or hereafter existing at law or in equity or by statute
shall be cumulative and concurrent and shall be in addition to every other such
right, power or remedy. The exercise or beginning of the exercise by the Pledgee
or any other Secured Creditor of any one or more of the rights, powers or
remedies provided for in this Agreement or any other Secured Debt Agreement or
now or hereafter existing at law or in equity or by statute or otherwise shall
not preclude the simultaneous or later exercise by the Pledgee or any other
Secured Creditor of all such other rights, powers or remedies, and no failure or
delay on the part of the Pledgee or any other Secured Creditor to exercise any
such right, power or remedy shall operate as a waiver thereof. No notice to or
demand on any Pledgor in any case shall entitle it to any other or further
notice or demand in similar or other circumstances or constitute a waiver of any
of the rights of the Pledgee or any other Secured Creditor to any other or
further action in any circumstances without notice or demand. The Secured
Creditors agree that this Agreement may be enforced only by the action of the
Administrative Agent or the Pledgee, in each case acting upon the instructions
of the Required Lenders (or, after the date on which all Credit Document
Obligations have been paid in full, the holders of at least the majority of the
outstanding Other Obligations) and that no other Secured Creditor shall have any
right individually to seek to enforce or to enforce this Agreement or to realize
upon the security to be granted hereby, it being understood and agreed that such
rights and remedies may be exercised by the Administrative Agent or the Pledgee
or the holders of at least a majority of the outstanding Other Obligations, as
the case may be, for the benefit of the Secured Creditors upon the terms of this
Agreement.

                  9. APPLICATION OF PROCEEDS. (a) All monies collected by the
Pledgee upon any sale or other disposition of the Collateral pursuant to the
terms of this Agreement, together with all other monies received by the Pledgee
hereunder, shall be applied in the manner provided in the Security Agreement.

                  (b) It is understood and agreed that the Pledgors shall remain
jointly and severally liable to the extent of any deficiency between the amount
of the proceeds of the Collateral hereunder and the aggregate amount of the
Obligations.

                  10. PURCHASERS OF COLLATERAL. Upon any sale of the Collateral
by the Pledgee hereunder (whether by virtue of the power of sale herein granted,
pursuant to judicial process or otherwise), the receipt of the Pledgee or the
officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold, and such purchaser or purchasers shall not
be obligated to see to the application of any part of the purchase money paid
over to the Pledgee or such officer or be answerable in any way for the
misapplication or nonapplication thereof.


<PAGE>

                                                                       Exhibit H
                                                                         Page 18


                  11. INDEMNITY. Each Pledgor jointly and severally agrees (i)
to indemnify and hold harmless the Pledgee in such capacity and each other
Secured Creditor and their respective successors, assigns, employees, agents and
servants (individually an "Indemnitee," and collectively the "Indemnitees") from
and against any and all claims, demands, losses, judgments and liabilities
(including liabilities for penalties) of whatsoever kind or nature, and (ii) to
reimburse each Indemnitee for all costs and expenses, including reasonable
attorneys' fees, in each case growing out of or resulting from this Agreement or
the exercise by any Indemnitee of any right or remedy granted to it hereunder or
under any other Secured Debt Agreement (but excluding any claims, demands,
losses, judgments and liabilities or expenses to the extent incurred by reason
of gross negligence or willful misconduct of such Indemnitee (as determined by a
court of competent jurisdiction in a final and non-appealable decision)) . In no
event shall the Pledgee be liable, in the absence of gross negligence or willful
misconduct on its part, for any matter or thing in connection with this
Agreement other than to account for monies actually received by it in accordance
with the terms hereof. If and to the extent that the obligations of any Pledgor
under this Section 11 are unenforceable for any reason, such Pledgor hereby
agrees to make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under applicable law.

                  12. PLEDGEE NOT A PARTNER OR LIMITED LIABILITY COMPANY MEMBER.
(a) Nothing herein shall be construed to make the Pledgee or any other Secured
Creditor liable as a member of any limited liability company or as a partner of
any partnership and neither the Pledgee nor any other Secured Creditor by virtue
of this Agreement or otherwise (except as referred to in the following sentence)
shall have any of the duties, obligations or liabilities of a member of any
limited liability company or partnership. The parties hereto expressly agree
that, unless the Pledgee shall become the absolute owner of Collateral
consisting of a Limited Liability Company Interest or Partnership Interest
pursuant hereto, this Agreement shall not be construed as creating a partnership
or joint venture among the Pledgee, any other Secured Creditor and/or any
Pledgor.

                  (b) Except as provided in the last sentence of paragraph (a)
of this Section 12, the Pledgee, by accepting this Agreement, did not intend to
become a member of any limited liability company or a partner of any partnership
or otherwise be deemed to be a co-venturer with respect to any Pledgor or any
limited liability company or partnership either before or after an Event of
Default shall have occurred. The Pledgee shall have only those powers set forth
herein and the Secured Creditors shall assume none of the duties, obligations or
liabilities of a member of any limited liability company or as a partner of any
partnership or any Pledgor except as provided in the last sentence of paragraph
(a) of this Section 12.

                  (c) The Pledgee and the other Secured Creditors shall not be
obligated to perform or discharge any obligation of any Pledgor as a result of
the pledge hereby effected.

                  (d) The acceptance by the Pledgee of this Agreement, with all
the rights, powers, privileges and authority so created, shall not at any time
or in any event obligate the Pledgee or any other Secured Creditor to appear in
or defend any action or proceeding relating to the Collateral to which it is not
a party, or to take any action hereunder or thereunder, or to


<PAGE>

                                                                       Exhibit H
                                                                         Page 19


expend any money or incur any expenses or perform or discharge any obligation,
duty or liability under the Collateral.

                  13. FURTHER ASSURANCES; POWER-OF-ATTORNEY. (a) Each Pledgor
agrees that it will join with the Pledgee in executing and, at such Pledgor's
own expense, file and refile under the Uniform Commercial Code or other
applicable law such financing statements, continuation statements and other
documents in such offices as the Pledgee may deem necessary and wherever
required by law in order to perfect and preserve the Pledgee's security interest
in the Collateral and hereby authorizes the Pledgee to file financing statements
and amendments thereto relative to all or any part of the Collateral without the
signature of such Pledgor where permitted by law, and agrees to do such further
acts and things and to execute and deliver to the Pledgee such additional
conveyances, assignments, agreements and instruments as the Pledgee may
reasonably require or deem necessary to carry into effect the purposes of this
Agreement or to further assure and confirm unto the Pledgee its rights, powers
and remedies hereunder.

                  (b) Each Pledgor hereby appoints the Pledgee such Pledgor's
attorney-in-fact, with full authority in the place and stead of such Pledgor and
in the name of such Pledgor or otherwise, to act from time to time solely after
the occurrence and during the continuance of an Event of Default in the
Pledgee's reasonable discretion to take any action and to execute any instrument
which the Pledgee may deem necessary or advisable to accomplish the purposes of
this Agreement.

                  14. THE PLEDGEE AS AGENT. The Pledgee will hold in accordance
with this Agreement all items of the Collateral at any time received under this
Agreement. It is expressly understood and agreed by each Secured Creditor that
by accepting the benefits of this Agreement each such Secured Creditor
acknowledges and agrees that the obligations of the Pledgee as holder of the
Collateral and interests therein and with respect to the disposition thereof,
and otherwise under this Agreement, are only those expressly set forth in this
Agreement. The Pledgee shall act hereunder on the terms and conditions set forth
herein and in Section 12 of the Credit Agreement.

                  15. TRANSFER BY THE PLEDGORS. No Pledgor will sell or
otherwise dispose of, grant any option with respect to, or mortgage, pledge or
otherwise encumber any of the Collateral or any interest therein (except as may
be permitted in accordance with the terms of the Credit Agreement).

                  16. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS.
(a) Each Pledgor represents, warrants and covenants that:

                  (i) it is the legal, beneficial and record owner of, and has
         good and marketable title to, all Collateral consisting of one or more
         Securities and that it has sufficient interest in all Collateral in
         which a security interest is purported to be created hereunder for such
         security interest to attach (subject, in each case, to no pledge, lien,
         mortgage, hypothecation, security interest, charge, option, Adverse
         Claim or other encumbrance whatsoever, except the liens and security
         interests created by this Agreement);


<PAGE>

                                                                       Exhibit H
                                                                         Page 20


                  (ii) it has full power, authority and legal right to pledge
         all the Collateral pledged by it pursuant to this Agreement;

                  (iii) this Agreement has been duly authorized, executed and
         delivered by such Pledgor and constitutes a legal, valid and binding
         obligation of such Pledgor enforceable against such Pledgor in
         accordance with its terms, except to the extent that the enforceability
         thereof may be limited by applicable bankruptcy, insolvency,
         reorganization, moratorium or other similar laws generally affecting
         creditors' rights and by equitable principles (regardless of whether
         enforcement is sought in equity or at law);

                  (iv) except to the extent already obtained or made, no consent
         of any other party (including, without limitation, any stockholder or
         creditor of such Pledgor or any of its Subsidiaries) and no consent,
         license, permit, approval or authorization of, exemption by, notice or
         report to, or registration, filing or declaration with, any
         governmental authority is required to be obtained by such Pledgor in
         connection with (a) the execution, delivery or performance of this
         Agreement, (b) the validity or enforceability of this Agreement (except
         as set forth in clause (iii) above), (c) the perfection or
         enforceability of the Pledgee's security interest in the Collateral or
         (d) except for compliance with or as may be required by applicable
         securities laws, the exercise by the Pledgee of any of its rights or
         remedies provided herein;

                  (v) the execution, delivery and performance of this Agreement
         will not violate any provision of any applicable law or regulation or
         of any order, judgment, writ, award or decree of any court, arbitrator
         or governmental authority, domestic or foreign, applicable to such
         Pledgor, or of the certificate of incorporation, operating agreement,
         limited liability company agreement, partnership agreement or by-laws
         of such Pledgor or of any securities issued by such Pledgor or any of
         its Subsidiaries, or of any mortgage, deed of trust, indenture, lease,
         loan agreement, credit agreement or other material contract, agreement
         or instrument or undertaking to which such Pledgor or any of its
         Subsidiaries is a party or which purports to be binding upon such
         Pledgor or any of its Subsidiaries or upon any of their respective
         assets and will not result in the creation or imposition of (or the
         obligation to create or impose) any lien or encumbrance on any of the
         assets of such Pledgor or any of its Subsidiaries except as
         contemplated by this Agreement;

                  (vi) all of the Collateral (consisting of Securities, Limited
         Liability Company Interests or Partnership Interests) has been duly and
         validly issued and acquired, is fully paid and non-assessable and is
         subject to no options to purchase or similar rights;

                  (vii) each of the Pledged Notes constitutes, or when executed
         by the obligor thereof will constitute, the legal, valid and binding
         obligation of such obligor, enforceable in accordance with its terms,
         except to the extent that the enforceability thereof may be limited by
         applicable bankruptcy, insolvency, reorganization, moratorium or other
         similar laws generally affecting creditors' rights and by equitable
         principles (regardless of whether enforcement is sought in equity or at
         law); and


<PAGE>

                                                                       Exhibit H
                                                                         Page 21


                  (viii) the pledge, collateral assignment and delivery to the
         Pledgee of the Collateral consisting of Certificated Securities
         pursuant to this Agreement creates a valid and perfected first priority
         security interest in such Certificated Securities, and the proceeds
         thereof, subject to no prior Lien or encumbrance or to any agreement
         purporting to grant to any third party a Lien or encumbrance on the
         property or assets of such Pledgor which would include the Securities
         and the Pledgee is entitled to all the rights, priorities and benefits
         afforded by the UCC or other relevant law as enacted in any relevant
         jurisdiction to perfect security interests in respect of such
         Collateral; and

                  (ix) "control" (as defined in Section 8-106 of the UCC) has
         been obtained by the Pledgee over all Collateral consisting of
         Securities (including Notes which are Securities) with respect to which
         such "control" may be obtained pursuant to Section 8-106 of the UCC.

                  (b) Each Pledgor covenants and agrees that it will defend the
Pledgee's right, title and security interest in and to the Securities and the
proceeds thereof against the claims and demands of all persons whomsoever; and
each Pledgor covenants and agrees that it will have like title to and right to
pledge any other property at any time hereafter pledged to the Pledgee as
Collateral hereunder and will likewise defend the right thereto and security
interest therein of the Pledgee and the other Secured Creditors.

                  (c) Each Pledgor covenants and agrees that it will take no
action which would violate any of the terms of any Secured Debt Agreement.

                  17. CHIEF EXECUTIVE OFFICE; RECORDS. The chief executive
office of each Pledgor is located at the address specified in Annex F hereto.
Each Pledgor will not move its chief executive office except to such new
location as such Pledgor may establish in accordance with the last sentence of
this Section 17. The originals of all documents in the possession of such
Pledgor evidencing all Collateral, including but not limited to all Limited
Liability Company Interests and Partnership Interests, and the only original
books of account and records of such Pledgor relating thereto are, and will
continue to be, kept at such chief executive office as specified in Annex F
hereto, or at such new locations as such Pledgor may establish in accordance
with the last sentence of this Section 17. All Limited Liability Company
Interests and Partnership Interests are, and will continue to be, maintained at,
and controlled and directed (including, without limitation, for general
accounting purposes) from, such chief executive office as specified in Annex F
hereto, or such new locations as such Pledgor may establish in accordance with
the last sentence of this Section 17. No Pledgor shall establish a new location
for such offices until (i) it shall have given to the Pledgee not less than 30
days' prior written notice of its intention so to do, clearly describing such
new location and providing such other information in connection therewith as the
Pledgee may reasonably request and (ii) with respect to such new location, it
shall have taken all action, satisfactory to the Pledgee, to maintain the
security interest of the Collateral Agent in the Collateral intended to be
granted hereby at all times fully perfected and in full force and effect.
Promptly after establishing a new location for such offices in accordance with
the immediately preceding sentence, the respective Pledgor shall


<PAGE>

                                                                       Exhibit H
                                                                         Page 22


deliver to the Pledgee a supplement to Annex F hereto so as to cause such Annex
F hereto to be complete and accurate.

                  18. PLEDGORS' OBLIGATIONS ABSOLUTE, ETC. The obligations of
each Pledgor under this Agreement shall be absolute and unconditional and shall
remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or
occurrence whatsoever, including, without limitation: (i) any renewal,
extension, amendment or modification of or addition or supplement to or deletion
from any Secured Debt Agreement or any other instrument or agreement referred to
therein, or any assignment or transfer of any thereof; (ii) any waiver, consent,
extension, indulgence or other action or inaction under or in respect of any
such agreement or instrument including, without limitation, this Agreement;
(iii) any furnishing of any additional security to the Pledgee or its assignee
or any acceptance thereof or any release of any security by the Pledgee or its
assignee; (iv) any limitation on any party's liability or obligations under any
such instrument or agreement or any invalidity or unenforceability, in whole or
in part, of any such instrument or agreement or any term thereof; or (v) any
bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceeding relating to any Pledgor or any Subsidiary
of any Pledgor, or any action taken with respect to this Agreement by any
trustee or receiver, or by any court, in any such proceeding, whether or not
such Pledgor shall have notice or knowledge of any of the foregoing.

                  19. REGISTRATION, ETC. (a) If there shall have occurred and be
continuing an Event of Default then, and in every such case, upon receipt by any
Pledgor from the Pledgee of a written request or requests that such Pledgor
cause any registration, qualification or compliance under any Federal or state
securities law or laws to be effected with respect to all or any part of the
Collateral consisting of Securities, Limited Liability Company Interests or
Partnership Interests, such Pledgor as soon as practicable and at its expense
will cause such registration to be effected (and be kept effective) and will
cause such qualification and compliance to be declared effected (and be kept
effective) as may be so requested and as would permit or facilitate the sale and
distribution of such Collateral, including, without limitation, registration
under the Securities Act, as then in effect (or any similar statute then in
effect), appropriate qualifications under applicable blue sky or other state
securities laws and appropriate compliance with any other government
requirements, PROVIDED, that the Pledgee shall furnish to such Pledgor such
information regarding the Pledgee as such Pledgor may reasonably request in
writing and as shall be required in connection with any such registration,
qualification or compliance. Such Pledgor will cause the Pledgee to be kept
advised in writing as to the progress of each such registration, qualification
or compliance and as to the completion thereof, will furnish to the Pledgee such
number of prospectuses, offering circulars or other documents incident thereto
as the Pledgee from time to time may reasonably request, and will indemnify the
Pledgee, each other Secured Creditor and all others participating in the
distribution of such Collateral against all claims, losses, damages and
liabilities caused by any untrue statement (or alleged untrue statement) of a
material fact contained therein (or in any related registration statement,
notification or the like) or by any omission (or alleged omission) to state
therein (or in any related registration statement, notification or the like) a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as the same


<PAGE>

                                                                       Exhibit H
                                                                         Page 23



may have been caused by an untrue statement or omission based upon information
furnished in writing to such Pledgor by the Pledgee or such other Secured
Creditor expressly for use therein.

                  (b) If at any time when the Pledgee shall determine to
exercise its right to sell all or any part of the Collateral consisting of
Securities, Limited Liability Company Interests or Partnership Interests
pursuant to Section 7 hereof, and the Collateral or the part thereof to be sold
shall not, for any reason whatsoever, be effectively registered under the
Securities Act, as then in effect, the Pledgee may, in its sole and absolute
discretion, sell such Collateral, as the case may be, or part thereof by private
sale in such manner and under such circumstances as the Pledgee may deem
necessary or advisable in order that such sale may legally be effected without
such registration. Without limiting the generality of the foregoing, in any such
event the Pledgee, in its sole and absolute discretion (i) may proceed to make
such private sale notwithstanding that a registration statement for the purpose
of registering such Collateral or part thereof shall have been filed under such
Securities Act, (ii) may approach and negotiate with a single possible purchaser
to effect such sale, and (iii) may restrict such sale to a purchaser who will
represent and agree that such purchaser is purchasing for its own account, for
investment, and not with a view to the distribution or sale of such Collateral
or part thereof. In the event of any such sale, the Pledgee shall incur no
responsibility or liability for selling all or any part of the Collateral at a
price which the Pledgee, in its sole and absolute discretion, in good faith
deems reasonable under the circumstances, notwithstanding the possibility that a
substantially higher price might be realized if the sale were deferred until
after registration as aforesaid.

                  20. TERMINATION; RELEASE. (a) After the Termination Date, this
Agreement and the security interest created hereby shall terminate (provided
that all indemnities set forth herein including, without limitation, in Section
11 hereof shall survive any such termination), and the Pledgee, at the request
and expense of any Pledgor, will execute and deliver to such Pledgor a proper
instrument or instruments acknowledging the satisfaction and termination of this
Agreement, and will duly assign, transfer and deliver to such Pledgor (without
recourse and without any representation or warranty) such of the Collateral as
has not theretofore been sold or otherwise applied or released pursuant to this
Agreement, together with any monies at the time held by the Pledgee or any of
its sub-agents hereunder. As used in this Agreement, "Termination Date" shall
mean the date upon which the Total Commitment and all Interest Rate Protection
Agreements and Other Hedging Agreements have been terminated, no Note under the
Credit Agreement is outstanding (and all Loans have been repaid in full), all
Letters of Credit have been terminated and all Obligations then due and payable
have been paid in full.

                  (b) In the event that any part of the Collateral is sold in
connection with a sale permitted by Section 9.02 of the Credit Agreement (other
than a sale to any Pledgor or any Subsidiary thereof) or is otherwise released
at the direction of the Required Lenders (or all Lenders if required by Section
13.12 of the Credit Agreement) and the proceeds of such sale or sales or from
such release are applied in accordance with the provisions of the Credit
Agreement, to the extent required to be so applied, the Pledgee, at the request
and expense of any Pledgor, will duly assign, transfer and deliver to such
Pledgor (without recourse and without any representation or warranty) such of
the Collateral (and releases therefor) as is then being (or has been) so sold or
released and has not theretofore been released pursuant to this Agreement.


<PAGE>

                                                                       Exhibit H
                                                                         Page 24


                  (c) At any time that a Pledgor desires that the Pledgee
assign, transfer and deliver Collateral (and releases therefor) as provided in
Section 20(a) or (b) hereof, it shall deliver to the Pledgee a certificate
signed by a principal executive officer of such Pledgor stating that the release
of the respective Collateral is permitted pursuant to such Section 20(a) or (b).

                  (d) The Pledgee shall have no liability whatsoever to any
other Secured Creditor as the result of any release of Collateral by it in
accordance with this Section 20.

                  21. NOTICES, ETC. All such notices and communications
hereunder shall be sent or delivered by mail, telegraph, telex, telecopy, cable
or overnight courier service and all such notices and communications shall, when
mailed, telegraphed, telexed, telecopied, or cabled or sent by overnight
courier, be effective when delivered to the telegraph company, cable company or
overnight courier, as the case may be, or sent by telex or telecopier and when
mailed shall be effective three Business Days following deposit in the mail with
proper postage, except that notices and communications to the Pledgee shall not
be effective until received by the Pledgee. All notices and other communications
shall be in writing and addressed as follows:

                  (a) if to any Pledgor, at the address set forth opposite such
Pledgor's signature below;

                  (b) if to the Pledgee, at:

                  Bankers Trust Company
                  130 Liberty Street
                  New York, New York  10006
                  Attention:  Diane Rolfe
                  Telephone No.:  (212) 250-1661
                  Telecopier No.:  (212) 250-7218

                  (c) if to any Lender Creditor, either (x) to the
Administrative Agent, at the address of the Administrative Agent specified in
the Credit Agreement or (y) at such address as such Lender Creditor shall have
specified in the Credit Agreement;

                  (d) if to any Other Creditor at such address as such Other
Creditor shall have specified in writing to the Pledgors and the Pledgee;

or at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder.

                  22. WAIVER; AMENDMENT. None of the terms and conditions of
this Agreement may be changed, waived, modified or varied in any manner
whatsoever unless in writing duly signed by each Pledgor directly affected
thereby and the Pledgee (with the written consent of either (x) the Required
Lenders (or all of the Lenders to the extent required by Section 13.12 of the
Credit Agreement) at all times prior to the time on which all Credit Document
Obligations have been


<PAGE>

                                                                       Exhibit H
                                                                         Page 25


paid in full or (y) the holders of at least a majority of the outstanding Other
Obligations at all times after the time on which all Credit Document Obligations
have been paid in full); PROVIDED, that any change, waiver, modification or
variance affecting the rights and benefits of a single Class (as defined below)
of Secured Creditors (and not all Secured Creditors in a like or similar manner)
shall also require the written consent of the Requisite Creditors (as defined
below) of such affected Class. For the purpose of this Agreement, the term
"Class" shall mean each class of Secured Creditors, I.E., whether (i) the Lender
Creditors as holders of the Credit Document Obligations or (ii) the Other
Creditors as the holders of the Other Obligations. For the purpose of this
Agreement, the term "Requisite Creditors" of any Class shall mean each of (i)
with respect to the Credit Document Obligations, the Required Lenders and (ii)
with respect to the Other Obligations, the holders of at least a majority of all
obligations outstanding from time to time under the Interest Rate Protection
Agreements and Other Hedging Agreements.

                  23. MISCELLANEOUS. This Agreement shall be binding upon the
parties hereto and their respective successors and assigns and shall inure to
the benefit of and be enforceable by each of the parties hereto and its
successors and assigns, provided that no Pledgor may assign any of its rights or
obligations under this Agreement without the prior consent of the Collateral
Agent. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. EACH PLEDGOR IRREVOCABLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY. The headings in this Agreement are for purposes of reference only and
shall not limit or define the meaning hereof. This Agreement may be executed in
any number of counterparts, each of which shall be an original, but all of which
shall constitute one instrument. In the event that any provision of this
Agreement shall prove to be invalid or unenforceable, such provision shall be
deemed to be severable from the other provisions of this Agreement which shall
remain binding on all parties hereto.

                  24. RECOURSE. This Agreement is made with full recourse to the
Pledgors and pursuant to and upon all the representations, warranties, covenants
and agreements on the part of the Pledgors contained herein and in the other
Secured Debt Agreements and otherwise in writing in connection herewith or
therewith.

                  25. ADDITIONAL PLEDGORS. It is understood and agreed that any
Subsidiary of the Borrower that is required to execute a counterpart of this
Agreement after the date hereof pursuant to the Credit Agreement shall become a
Pledgor hereunder by executing a counterpart hereof and delivering the same to
the Pledgee.

                                     * * * *

<PAGE>

                                                                       Exhibit H
                                                                         Page 26


IN WITNESS WHEREOF, each Pledgor and the Pledgee have caused this Agreement to
be executed by their duly elected officers duly authorized as of the date first
above written. ADDRESS:

<TABLE>
<CAPTION>
<S>                                                      <C>
7777 Washington Village Drive                            DAYTON SUPERIOR CORPORATION,
Suite 130                                                   as a Pledgor
Dayton, OH 45459
Attention: President                                     By /s/ John A. Ciccarelli
Telephone: (937) 428-6368                                   ---------------------------------
Telecopier: (973) 428-9560                                  Title: President

4260 Westbrook Drive                                     DUR-O-WAL, INC.,
Suite 120                                                   as a Pledgor
Aurora, IL 60504
Attention: President
Telephone: (630) 851-8400                                By /s/ John A. Ciccarelli
Telecopier: (630) 854-0500                                  ---------------------------------
                                                            Title: President



200 East Touhy Avenue                                    SYMONS CORPORATION,
Des Plaines, IL 60018                                       as a Pledgor
Attention: President
Telephone: (847) 298-3200
Telecopier: (847) 635-9287                               By /s/ John A. Ciccarelli
                                                            ---------------------------------
                                                            Title: President

Accepted and Agreed to:


BANKERS TRUST COMPANY,
  as Pledgee, Collateral Agent


By /s/ Susan L. Le Fevre
   -------------------------------------
   Title:  Director


<PAGE>





                                                                         ANNEX A
                                                                              to
                                                                PLEDGE AGREEMENT


                              LIST OF SUBSIDIARIES


I.       DAYTON SUPERIOR CORPORATION

         a.       Dayton Superior FSC Corp.
         b.       Dur-O-Wal, Inc.
         c.       Symons Corporation
         d.       Dayton Superior Canada, Ltd.

II.      SYMONS CORPORATION:

         None

III.     DUR-O-WAL, INC.:

         None




<PAGE>




                                                                         ANNEX B
                                                                              to
                                                                PLEDGE AGREEMENT


                                  LIST OF STOCK

I.       DAYTON SUPERIOR CORPORATION


   Name of Issuing               Certificate             Type of         Number       Percentage of           Relevant Sub-
     Corporation                    Number               Shares            of          Outstanding              Clause of
     -----------                    ------               ------          Shares         Shares of            Section 3.2(a) of
                                                                         ------       Capital Stock                Pledge
                                                                                      -------------              Agreement
                                                                                                                 ---------
<S>                               <C>                  <C>               <C>              <C>                       <C>
     Symons Corporation                                  Common           5,000           100%                      (i)

      Dur-O-Wal, Inc.                                    Common          9,439.9          100%                      (i)

      Dur-O-Wal, Inc.                                  Preferred          5,500           100%                      (i)

Dayton Superior Canada, Ltd.                             Common          10,000           100%                      (i)

 Dayton Superior FSC Corp.                               Common           1,000           100%                      (i)

    Spec Formliner, Inc.            3 and 4              Common          10,000           50%                       (i)
</TABLE>


<PAGE>



                                                                         ANNEX C
                                                                              to
                                                                PLEDGE AGREEMENT


                                  LIST OF NOTES



I.  DAYTON SUPERIOR CORPORATION

<TABLE>
<CAPTION>
           Amount                   Maturity Date                  Obligor                Relevant Sub-clause of
           ------                   -------------                  -------                   Section 3.2(a)
                                                                                           of Pledge Agreement
                                                                                           -------------------
<S>                                 <C>                     <C>                                   <C>
         $175,084.00                June 30, 2015            Raymond Bartholomae                  (iv)

         $274,995.00                June 30, 2015            Raymond Bartholomae                  (iv)

         $290,517.00                June 30, 2015              Michael C. Deis                    (iv)

         $95,606.00                 June 30, 2015             James W. Fennessy                   (iv)

         $244,172.00                June 30, 2015               Mark K. Kaler                     (iv)

         $195,108.00                June 30, 2015              Alan F. McIlroy                    (iv)

         $51,013.00                 June 30, 2015            William C. Mongole                   (iv)

         $286,895.00                June 30, 2015                John Paine                       (iv)

         $51,013.00                 June 30, 2015              Thomas Roehrig                     (iv)

         $51,013.00                 June 30, 2015            John M. Rutherford                   (iv)

         279,948.00                 June 30, 2015             James C. Stewart                    (iv)

         $50,004.00                 June 30, 2015            Jaime Taronji, Jr.                   (iv)
</TABLE>


<PAGE>



                                                                         ANNEX D
                                                                              to
                                                                PLEDGE AGREEMENT


                   LIST OF LIMITED LIABILITY COMPANY INTERESTS


I.       DAYTON SUPERIOR CORPORATION:

         None

II.      SYMONS CORPORATION:

         None

III.     DUR-O-WAL, INC.:

         None





<PAGE>



                                                                         ANNEX E
                                                                              to
                                                                PLEDGE AGREEMENT


                          LIST OF PARTNERSHIP INTERESTS


I.       DAYTON SUPERIOR CORPORATION:

         None

II.      SYMONS CORPORATION:

         None

III.     DUR-O-WAL, INC.:

         None

<PAGE>



                                                                         ANNEX F
                                                                              to
                                                                PLEDGE AGREEMENT


                         LIST OF CHIEF EXECUTIVE OFFICES

I.       DAYTON SUPERIOR CORPORATION:

              7777 Washington Village Drive
              Suite 130
              Dayton, OH  45459

II.      SYMONS CORPORATION:

              200 East Touhy Avenue
              Des Plaines, IL

III.     DUR-O-WAL, INC.:

              4260 Westbrook Drive
              Suite 120
              Aurora, IL

<PAGE>

                                                                       ANNEX G
                                                                            to
                                                              PLEDGE AGREEMENT



    FORM OF AGREEMENT REGARDING UNCERTIFICATED SECURITIES, LIMITED LIABILITY
                   COMPANY INTERESTS AND PARTNERSHIP INTERESTS


            AGREEMENT (as amended, modified or supplemented from time to time,
this "Agreement"), dated as of _________ __, ____, among each of the undersigned
pledgors (each a "Pledgor" and, collectively, the "Pledgors"), Bankers Trust
Company, not in its individual capacity but solely as Collateral Agent (the
"Pledgee"), and __________, as the issuer of the Uncertificated Securities,
Limited Liability Company Interests and/or Partnership Interests (each as
defined below) (the "Issuer").


                              W I T N E S S E T H :


            WHEREAS, each Pledgor and the Pledgee have entered into a Pledge
Agreement, dated as of June 16, 2000, 2000 (as amended, amended and restated,
modified or supplemented from time to time, the "Pledge Agreement"), under
which, among other things, in order to secure the payment of the Obligations (as
defined in the Pledge Agreement), each Pledgor will pledge to the Pledgee for
the benefit of the Secured Creditors (as defined in the Pledge Agreement), and
grant a security interest in favor of the Pledgee for the benefit of the Secured
Creditors in, all of the right, title and interest of such Pledgor in and to any
and all (1) "uncertificated securities" (as defined in Section 8-102(a)(18) of
the Uniform Commercial Code, as adopted in the State of New York)
("Uncertificated Securities"), (2) Partnership Interests (as defined in the
Pledge Agreement) and (3) Limited Liability Company Interests (as defined in the
Pledge Agreement), in each case issued from time to time by the Issuer, whether
now existing or hereafter from time to time acquired by such Pledgor (with all
of such Uncertificated Securities, Partnership Interests and Limited Liability
Company Interests being herein collectively called the "Issuer Pledged
Interests"); and

            WHEREAS, each Pledgor desires the Issuer to enter into this
Agreement in order to perfect the security interest of the Pledgee under the
Pledge Agreement in the Issuer Pledged Interests, to vest in the Pledgee control
of the Issuer Pledge Interests and to provide for the rights of the parties
under this Agreement;

            NOW THEREFORE, in consideration of the premises and the mutual
promises and agreements contained herein, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

            1. Each Pledgor hereby irrevocably authorizes and directs the
Issuer, and the Issuer hereby agrees, to comply with any and all instructions
and orders originated by the Pledgee (and its successors and assigns) regarding
any and all of the Issuer Pledged Interests

<PAGE>

without the further consent by the registered owner (including the respective
Pledgor), and not to comply with any instructions or orders regarding any or all
of the Issuer Pledged Interests originated by any person or entity other than
the Pledgee (and its successors and assigns) or a court of competent
jurisdiction.

            2. The Issuer hereby certifies that (i) no notice of any security
interest, lien or other encumbrance or claim affecting the Issuer Pledged
Interests (other than the security interest of the Pledgee) has been received by
it, and (ii) the security interest of the Pledgee in the Issuer Pledged
Interests has been registered in the books and records of the Issuer.

            3. The Issuer hereby represents and warrants that (i) the pledge by
the Pledgors of, and the granting by the Pledgors of a security interest in, the
Issuer Pledged Interests to the Pledgee, for the benefit of the Secured
Creditors, does not violate the charter, by-laws, partnership agreement,
membership agreement or any other agreement governing the Issuer or the Issuer
Pledged Interests, and (ii) the Issuer Pledged Interests are fully paid and
nonassessable.

            4. All notices, statements of accounts, reports, prospectuses,
financial statements and other communications to be sent to any Pledgor by the
Issuer in respect of the Issuer will also be sent to the Pledgee at the
following address:

                              Bankers Trust Company
                               130 Liberty Street
                            New York, New York 10006
                             Attention: Diane Rolfe
                          Telephone No.: (212) 250-1661
                         Telecopier No.: (212) 250-7218

            5. Until the Pledgee shall have delivered written notice to the
Issuer that all of the Obligations have been paid in full and this Agreement is
terminated, the Issuer will send any and all redemptions, distributions,
interest or other payments in respect of the Issuer Pledged Interests from the
Issuer for the account of the Pledgor only by wire transfers to the account
specified by the Collateral Agent at the time of distribution thereof.

            6. Except as expressly provided otherwise in Sections 4 and 5, all
notices, instructions, orders and communications hereunder shall be sent or
delivered by mail, telex, telecopy or overnight courier service and all such
notices and communications shall, when mailed, telexed, telecopied or sent by
overnight courier, be effective when deposited in the mails or delivered to the
overnight courier, prepaid and properly addressed for delivery on such or the
next Business Day, or sent by telex or telecopier, except that notices and
communications to the Pledgee shall not be effective until received by the
Pledgee. All notices and other communications shall be in writing and addressed
as follows:

            (a)   if to any Pledgor, at:

                  ________________________
                  ________________________
                  ________________________


                                       2
<PAGE>

                  Attention:  _______________
                  Telephone No..:  __________
                  Telecopier No.:  __________

            (b)   if to the Pledgee, at:

                  Bankers Trust Company
                  130 Liberty Street
                  New York, New York  10006
                  Attention:  Diane Rolfe
                  Telephone No..:  (212) 250-1661
                  Telecopier No.:  (212) 250-7218

            (c)   if to the Issuer, at:

                  ________________________
                  ________________________
                  Attention:  ______________
                  Telephone No.:___________
                  Telecopier No.:___________

or at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder. As used in this
Section 6, "Business Day" means any day other than a Saturday, Sunday, or other
day in which banks in New York are authorized to remain closed.

            7. This Agreement shall be binding upon the successors and assigns
of each Pledgor and the Issuer and shall inure to the benefit of and be
enforceable by the Pledgee and its successors and assigns. This Agreement may be
executed in any number of counterparts, each of which shall be an original, but
all of which shall constitute one instrument. In the event that any provision of
this Agreement shall prove to be invalid or unenforceable, such provision shall
be deemed to be severable from the other provisions of this Agreement which
shall remain binding on all parties hereto. None of the terms and conditions of
this Agreement may be changed, waived, modified or varied in any manner
whatsoever except in writing signed by the Pledgee, the Issuer and any Pledgor
which at such time owns any Issuer Pledged Interests.

            8. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to its principles of
conflict of laws.


                                       3
<PAGE>

            IN WITNESS WHEREOF, each Pledgor, the Pledgee and the Issuer have
caused this Agreement to be executed by their duly elected officers duly
authorized as of the date first above written.



                                    [_________________________],
                                       as a Pledgor


                                    By_____________________________
                                       Name:
                                       Title:


                                    BANKERS TRUST COMPANY,
                                      not in its individual capacity but
                                      solely as Collateral Agent and Pledgee


                                    By_____________________________
                                       Name:
                                       Title:



                                    [_________________________],
                                       the Issuer


                                    By_____________________________
                                       Name:
                                       Title:


                                       4
<PAGE>

                                                                    EXHIBIT I
                                                       [CONFORMED AS EXECUTED]





                           FORM OF SECURITY AGREEMENT


                                      among


                          DAYTON SUPERIOR CORPORATION,


               CERTAIN SUBSIDIARIES OF DAYTON SUPERIOR CORPORATION


                                       and


                             BANKERS TRUST COMPANY,

                               as COLLATERAL AGENT


                        --------------------------------

                            Dated as of June 16, 2000

                        --------------------------------



<PAGE>

                                                                     Exhibit I
                                                                        Page 2



                           FORM OF SECURITY AGREEMENT


            SECURITY AGREEMENT, dated as of June 16, 2000, made by each of the
undersigned assignors (each an "Assignor" and, together with any other entity
that becomes an assignor hereunder pursuant to Section 10.13 hereof, the
"Assignors") in favor of Bankers Trust Company, as Collateral Agent (together
with any successor collateral agent, the "Collateral Agent"), for the benefit of
the Secured Creditors (as defined below). Except as otherwise defined herein,
capitalized terms used herein and defined in the Credit Agreement (as defined
below) shall be used herein as so defined.

                              W I T N E S S E T H :


            WHEREAS, Dayton Superior Corporation (the "Borrower"), the lenders
party from time to time party thereto (the "Lenders") and Bankers Trust Company,
as Administrative Agent (together with any successor administrative agent, the
"Administrative Agent"), have entered into a Credit Agreement, dated as of June
16, 2000, providing for the making of Loans to, and the issuance of Letters of
Credit for the account of, the Borrower as contemplated therein (as amended,
modified or supplemented from time to time, the "Credit Agreement") (the
Lenders, the Administrative Agent, the Letter of Credit Issuers and the
Collateral Agent are herein called the "Lender Creditors");

            WHEREAS, the Borrower may at any time and from time to time enter
into one or more Interest Rate Protection Agreements or Other Hedging Agreements
with one or more Lenders or any affiliate thereof (each such Lender or
affiliate, even if the respective Lender subsequently ceases to be a Lender
under the Credit Agreement for any reason, together with such Lender's or
affiliate's successors and assigns, if any, collectively, the "Other Creditors",
and together with the Lender Creditors, are herein called the "Secured
Creditors");

            WHEREAS, pursuant to the Subsidiaries Guaranty, each Subsidiary
Guarantor has jointly and severally guaranteed to the Secured Creditors the
payment when due of all Guaranteed Obligations as described therein;

            WHEREAS, it is a condition precedent to the making of Loans to, and
the issuance of Letters of Credit for the account of, the Borrower under the
Credit Agreement that each Assignor shall have executed and delivered to the
Collateral Agent this Agreement; and

            WHEREAS, each Assignor will obtain benefits from the incurrence of
Loans to, and the issuance of Letters of Credit for the account of, the Borrower
under the Credit Agreement and the entering into by the Borrower of Interest
Rate Protection Agreements or Other Hedging Agreements and, accordingly, each
Assignor desires to enter into this Agreement in order to satisfy the condition
described in the preceding paragraph;

<PAGE>

                                                                     Exhibit I
                                                                        Page 3

            NOW, THEREFORE, in consideration of the benefits accruing to each
Assignor, the receipt and sufficiency of which are hereby acknowledged, each
Assignor hereby makes the following representations and warranties to the
Collateral Agent for the benefit of the Secured Creditors and hereby covenants
and agrees with the Collateral Agent for the benefit of the Secured Creditors as
follows:

                                    ARTICLE I

                               SECURITY INTERESTS

            1.1 GRANT OF SECURITY INTERESTS. (a) As security for the prompt and
complete payment and performance when due of all of its Obligations, each
Assignor does hereby assign and transfer unto the Collateral Agent, and does
hereby pledge and grant to the Collateral Agent for the benefit of the Secured
Creditors, a continuing security interest in, all of the right, title and
interest of such Assignor in, to and under all of the following, whether now
existing or hereafter from time to time acquired: (i) each and every Receivable,
(ii) all Contracts, together with all Contract Rights arising thereunder, (iii)
all Inventory, (iv) all Equipment, (v) all Marks, together with the
registrations and right to all renewals thereof, and the goodwill of the
business of such Assignor symbolized by the Marks, (vi) all Patents and
Copyrights, (vii) all computer programs of such Assignor and all intellectual
property rights therein and all other proprietary information of such Assignor,
including, but not limited to, Trade Secret Rights, (viii) all other Goods,
General Intangibles, Investment Property, Permits, Chattel Paper, Documents,
Instruments and other assets (including cash), (ix) the Cash Collateral Account
and all monies, securities, instruments and other investments deposited or
required to be deposited in such Cash Collateral Account, (x) all other bank,
demand, time savings, cash management, passbook, certificates of deposit and
similar accounts maintained by such Assignor and all monies, securities,
instruments and other investments deposited or required to be deposited in any
of the foregoing accounts, and (xi) all Proceeds and products of any and all of
the foregoing (all of the above, collectively, the "Collateral").

            (b) The security interest of the Collateral Agent under this
Agreement extends to all Collateral of the kind which is the subject of this
Agreement which any Assignor may acquire at any time during the term of this
Agreement.

            1.2 POWER OF ATTORNEY. Each Assignor hereby constitutes and appoints
the Collateral Agent its true and lawful attorney, irrevocably, with full power
after the occurrence of and during the continuance of an Event of Default (in
the name of such Assignor or otherwise) to act, require, demand, receive,
compound and give acquittance for any and all moneys and claims for moneys due
or to become due to such Assignor under or arising out of the Collateral, to
endorse any checks or other instruments or orders in connection therewith and to
file any claims or take any action or institute any proceedings which the
Collateral Agent may deem to be necessary or advisable to protect the interests
of the Secured Creditors, which appointment as attorney is coupled with an
interest.

<PAGE>

                                                                     Exhibit I
                                                                        Page 4

                                   ARTICLE II

                GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS

            Each Assignor represents, warrants and covenants, which
representations, warranties and covenants shall survive execution and delivery
of this Agreement, as follows:

            2.1 NECESSARY FILINGS. All filings, registrations and recordings
necessary or appropriate to create, preserve and perfect the security interest
granted by such Assignor to the Collateral Agent hereby in respect of the
Collateral have been accomplished (or within 10 days after the Initial Borrowing
Date will be accomplished) and the security interest granted to the Collateral
Agent pursuant to this Agreement in and to the Collateral creates a perfected
security interest therein prior to the rights of all other Persons therein and
subject to no other Liens (other than Permitted Liens) and is entitled to all
the rights, priorities and benefits afforded by the Uniform Commercial Code or
other relevant law as enacted in any relevant jurisdiction to perfected security
interests, in each case to the extent that the Collateral consists of the type
of property in which a security interest may be perfected by filing a financing
statement under the Uniform Commercial Code as enacted in any relevant
jurisdiction or in the United States Patent and Trademark Office or in the
United States Copyright Office.

            2.2 NO LIENS. Such Assignor is, and as to Collateral acquired by it
from time to time after the date hereof such Assignor will be, the owner of all
Collateral free from any Lien, security interest, encumbrance or other right,
title or interest of any Person (other than Permitted Liens), and such Assignor
shall defend the Collateral against all claims and demands of all Persons at any
time claiming the same or any interest therein adverse to the Collateral Agent.

            2.3 OTHER FINANCING STATEMENTS. As of the date hereof, there is no
financing statement (or similar statement or instrument of registration under
the law of any jurisdiction) covering or purporting to cover any interest of any
kind in the Collateral (other than financing statements filed in respect of
Permitted Liens), and so long as the Termination Date has not occurred, such
Assignor will not execute or authorize to be filed in any public office any
financing statement (or similar statement or instrument of registration under
the law of any jurisdiction) or statements relating to the Collateral, except
financing statements filed or to be filed in respect of and covering the
security interests granted hereby by such Assignor or in connection with
Permitted Liens.

            2.4 CHIEF EXECUTIVE OFFICE, RECORD LOCATIONS. The chief executive
office of such Assignor is located at the address indicated on Annex A hereto
for such Assignor. Such Assignor will not move its chief executive office except
to such new location as such Assignor may establish in accordance with the last
sentence of this Section 2.4. The originals of all documents evidencing all
Receivables and Contract Rights of such Assignor and the only original books of
account and records of such Assignor relating thereto are, and will continue to
be, kept at such chief executive office, at one or more of the other locations
set forth on Annex A hereto or at such new locations as such Assignor may
establish in accordance with the last sentence of this Section 2.4. All
Receivables and Contract Rights of such Assignor are, and will continue to be,
maintained at, and controlled and directed (including, without limitation, for

<PAGE>

                                                                     Exhibit I
                                                                        Page 5

general accounting purposes) from, the office locations described above or such
new location established in accordance with the last sentence of this Section
2.4. No Assignor shall establish new locations for such offices until (i) it
shall have given to the Collateral Agent not less than 15 days' prior written
notice of its intention to do so, clearly describing such new location and
providing such other information in connection therewith as the Collateral Agent
may reasonably request, and (ii) with respect to such new location, it shall
have taken all action reasonably satisfactory to the Collateral Agent to
maintain the security interest of the Collateral Agent in the Collateral
intended to be granted hereby at all times fully perfected and in full force and
effect.

            2.5 LOCATION OF INVENTORY AND EQUIPMENT. All Inventory and Equipment
held on the date hereof by each Assignor is located at one of the locations
shown on Annex B hereto for such Assignor. Each Assignor agrees that all
Inventory and Equipment now held or subsequently acquired by it shall be kept at
(or shall be in transport to) any one of the locations shown on Annex B hereto,
or such new location as such Assignor may establish in accordance with the last
sentence of this Section 2.5. Any Assignor may establish a new location for
Inventory and Equipment only if (i) it shall have given to the Collateral Agent
not less than 15 days' prior written notice of its intention so to do, clearly
describing such new location and providing such other information in connection
therewith as the Collateral Agent may request and (ii) with respect to such new
location, it shall have taken all action reasonably satisfactory to the
Collateral Agent to maintain the security interest of the Collateral Agent in
the Collateral intended to be granted hereby at all times fully perfected and in
full force and effect.

            2.6 RECOURSE. This Agreement is made with full recourse to each
Assignor (including, without limitation, with full recourse to all assets of
such Assignor) and pursuant to and upon all the warranties, representations,
covenants and agreements on the part of such Assignor contained herein, in the
other Secured Debt Agreements and otherwise in writing in connection herewith or
therewith.

            2.7 TRADE NAMES; CHANGE OF NAME. No Assignor has or operates in any
jurisdiction under, or in the preceding five years has had or has operated in
any jurisdiction under, any trade names, fictitious names or other names except
its legal name and such other trade or fictitious names as are listed on Annex C
hereto for such Assignor. No Assignor shall change its legal name or assume or
operate in any jurisdiction under any trade, fictitious or other name except
those names listed on Annex C hereto for such Assignor and new names established
in accordance with the last sentence of this Section 2.7. No Assignor shall
assume or operate in any jurisdiction under any new trade, fictitious or other
name until (i) it shall have given to the Collateral Agent not less than 15
days' prior written notice of its intention so to do, clearly describing such
new name and the jurisdictions in which such new name shall be used and
providing such other information in connection therewith as the Collateral Agent
may reasonably request and (ii) with respect to such new name, it shall have
taken all action reasonably requested by the Collateral Agent to maintain the
security interest of the Collateral Agent in the Collateral intended to be
granted hereby at all times fully perfected and in full force and effect.

<PAGE>

                                                                     Exhibit I
                                                                        Page 6

                                   ARTICLE III

                   SPECIAL PROVISIONS CONCERNING RECEIVABLES;
                   CONTRACT RIGHTS; INSTRUMENTS; CHATTEL PAPER

            3.1 ADDITIONAL REPRESENTATIONS AND WARRANTIES. As of the time when
each of its Receivables arises, each Assignor shall be deemed to have
represented and warranted that such Receivable, and all records, papers and
documents relating thereto (if any) are what they purport to be.

            3.2 MAINTENANCE OF RECORDS. Each Assignor will keep and maintain at
its own cost and expense accurate records of its Receivables and Contracts,
including, but not limited to, originals of all documentation (including each
Contract) with respect thereto, records of all payments received, all credits
granted thereon, all merchandise returned and all other dealings therewith, and
such Assignor will make the same available on such Assignor's premises to the
Collateral Agent for inspection, at such Assignor's own cost and expense, at any
and all reasonable times upon prior notice to such Assignor. Upon the occurrence
and during the continuance of an Event of Default and at the request of the
Collateral Agent, such Assignor shall, at its own cost and expense, deliver all
tangible evidence of its Receivables and Contract Rights (including, without
limitation, all documents evidencing the Receivables and all Contracts) and such
books and records to the Collateral Agent or to its representatives (copies of
which evidence and books and records may be retained by such Assignor). Upon the
occurrence and during the continuance of an Event of Default and if the
Collateral Agent so directs, such Assignor shall legend, in form and manner
satisfactory to the Collateral Agent, the Receivables and the Contracts, as well
as books, records and documents (if any) of such Assignor evidencing or
pertaining to such Receivables and Contracts with an appropriate reference to
the fact that such Receivables and Contracts have been assigned to the
Collateral Agent and that the Collateral Agent has a security interest therein.

            3.3 DIRECTION TO ACCOUNT DEBTORS; CONTRACTING PARTIES; ETC. Upon the
occurrence and during the continuance of an Event of Default, if the Collateral
Agent so directs any Assignor, such Assignor agrees (x) to cause all payments on
account of the Receivables and Contracts to be made directly to the Cash
Collateral Account, (y) that the Collateral Agent may, at its option, directly
notify the obligors with respect to any Receivables and/or under any Contracts
to make payments with respect thereto as provided in the preceding clause (x),
and (z) that the Collateral Agent may enforce collection of any such Receivables
and Contracts and may adjust, settle or compromise the amount of payment
thereof, in the same manner and to the same extent as such Assignor. Without
notice to or assent by any Assignor, the Collateral Agent may apply any or all
amounts then in, or thereafter deposited in, the Cash Collateral Account which
application shall be effected in the manner provided in Section 7.4 of this
Agreement. The costs and expenses (including reasonable attorneys' fees) of
collection, whether incurred by an Assignor or the Collateral Agent, shall be
borne by the relevant Assignor. The Collateral Agent shall deliver a copy of
each notice referred to in the preceding clause (y) to the relevant Assignor,
PROVIDED, that the failure by the Collateral Agent to so notify such Assignor
shall not affect the effectiveness of such notice or the other rights of the
Collateral Agent created by this Section 3.3.

<PAGE>

                                                                     Exhibit I
                                                                        Page 7

            3.4 MODIFICATION OF TERMS; ETC. Except in accordance with such
Assignor's ordinary course of business and consistent with reasonable business
judgment, no Assignor shall rescind or cancel any indebtedness evidenced by any
Receivable or under any Contract, or modify any term thereof or make any
adjustment with respect thereto, or extend or renew the same, or compromise or
settle any material dispute, claim, suit or legal proceeding relating thereto,
or sell any Receivable or Contract, or interest therein, without the prior
written consent of the Collateral Agent. No Assignor will do anything to impair
the rights of the Collateral Agent in the Receivables or Contracts.

            3.5 COLLECTION. Each Assignor shall endeavor in accordance with
reasonable business practices to cause to be collected from the account debtor
named in each of its Receivables or obligor under any Contract, as and when due
(including, without limitation, amounts which are delinquent, such amounts to be
collected in accordance with generally accepted lawful collection procedures)
any and all amounts owing under or on account of such Receivable or Contract,
and apply forthwith upon receipt thereof all such amounts as are so collected to
the outstanding balance of such Receivable or under such Contract, except as
otherwise directed by the Collateral Agent after the occurrence and during the
continuation of an Event of Default, any Assignor may allow in the ordinary
course of business as adjustments to amounts owing under its Receivables and
Contracts (i) an extension or renewal of the time or times of payment, or
settlement for less than the total unpaid balance, which such Assignor finds
appropriate in accordance with reasonable business judgment and (ii) a refund or
credit due as a result of returned or damaged merchandise or improperly
performed services or for other reasons which such Assignor finds appropriate in
accordance with reasonable business judgment. The reasonable costs and expenses
(including, without limitation, reasonable attorneys' fees) of collection,
whether incurred by an Assignor or the Collateral Agent, shall be borne by the
relevant Assignor.

            3.6 INSTRUMENTS. If any Assignor owns or acquires any Instrument
constituting Collateral (other than checks and other payment instruments
received and collected in the ordinary course of business), such Assignor will
within 10 Business Days notify the Collateral Agent thereof, and upon request by
the Collateral Agent will promptly deliver such Instrument to the Collateral
Agent appropriately endorsed to the order of the Collateral Agent as further
security hereunder.

            3.7 ASSIGNORS REMAIN LIABLE UNDER RECEIVABLES. Anything herein to
the contrary notwithstanding, the Assignors shall remain liable under each of
the Receivables to observe and perform all of the conditions and obligations to
be observed and performed by it thereunder, all in accordance with the terms of
any agreement giving rise to such Receivables. Neither the Collateral Agent nor
any other Secured Creditor shall have any obligation or liability under any
Receivable (or any agreement giving rise thereto) by reason of or arising out of
this Agreement or the receipt by the Collateral Agent or any other Secured
Creditor of any payment relating to such Receivable pursuant hereto, nor shall
the Collateral Agent or any other Secured Creditor be obligated in any manner to
perform any of the obligations of any Assignor under or pursuant to any
Receivable (or any agreement giving rise thereto), to make any payment, to make
any inquiry as to the nature or the sufficiency of any payment received by them
or as to the

<PAGE>

                                                                     Exhibit I
                                                                        Page 8

sufficiency of any performance by any party under any Receivable (or any
agreement giving rise thereto), to present or file any claim, to take any action
to enforce any performance or to collect the payment of any amounts which may
have been assigned to them or to which they may be entitled at any time or
times.

            3.8 ASSIGNORS REMAIN LIABLE UNDER CONTRACTS. Anything herein to the
contrary notwithstanding, the Assignors shall remain liable under each of the
Contracts to observe and perform all of the conditions and obligations to be
observed and performed by them thereunder, all in accordance with and pursuant
to the terms and provisions of each Contract. Neither the Collateral Agent nor
any other Secured Creditor shall have any obligation or liability under any
Contract by reason of or arising out of this Agreement or the receipt by the
Collateral Agent or any other Secured Creditor of any payment relating to such
contract pursuant hereto, nor shall the Collateral Agent or any other Secured
Creditor be obligated in any manner to perform any of the obligations of any
Assignor under or pursuant to any Contract, to make any payment, to make any
inquiry as to the nature or the sufficiency of any performance by any party
under any Contract, to present or file any claim, to take any action to enforce
any performance or to collect the payment of any amounts which may have been
assigned to them or to which they may be entitled at any time or times.

            3.9 FURTHER ACTIONS. Each Assignor will, at its own expense, make,
execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from
time to time such vouchers, invoices, schedules, confirmatory assignments,
conveyances, financing statements, transfer endorsements, certificates, reports
and other assurances or instruments and take such further steps relating to its
Receivables, Contracts, Instruments and other property or rights covered by the
security interest hereby granted, as the Collateral Agent may reasonably
require.

                                   ARTICLE IV

                    SPECIAL PROVISIONS CONCERNING TRADEMARKS

            4.1 ADDITIONAL REPRESENTATIONS AND WARRANTIES. Each Assignor
represents and warrants that it is the true and lawful owner of or otherwise has
the right to use the registered Marks listed in Annex D hereto for such Assignor
and that said listed Marks include all United States marks and applications for
United States marks registered in the United States Patent and Trademark Office
that such Assignor owns or uses in connection with its business as of the date
hereof. Each Assignor represents and warrants that it owns, is licensed to use
or otherwise has the right to use, all Marks that it uses. Each Assignor further
warrants that it has no knowledge of any third party claim that any aspect of
such Assignor's present or contemplated business operations infringes or will
infringe any trademark, service mark or trade name other than as could not,
either individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. Each Assignor represents and warrants that it is the
true and lawful owner of or otherwise has the right to use all U.S. trademark
registrations and applications listed in Annex D hereto and that said
registrations are valid, subsisting, have not been cancelled and that such
Assignor is not aware of any third-party claim that any of said registrations is
invalid or unenforceable, or is not aware that there is any reason that any of
said registrations is invalid or

<PAGE>

                                                                     Exhibit I
                                                                        Page 9

unenforceable, or is not aware that there is any reason that any of said
applications will not pass to registration other than as could not, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Each Assignor hereby grants to the Collateral Agent an absolute
power of attorney to sign, upon the occurrence and during the continuance of an
Event of Default, any document which may be required by the United States Patent
and Trademark Office in order to effect an absolute assignment of all right,
title and interest in each Mark, and record the same.

            4.2 LICENSES AND ASSIGNMENTS. Except as otherwise permitted by the
Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any
right under any Mark absent prior written approval of the Collateral Agent.

            4.3 INFRINGEMENTS. Each Assignor agrees, promptly upon learning
thereof, to notify the Collateral Agent in writing of the name and address of,
and to furnish such pertinent information that may be available with respect to,
any party who such Assignor believes is infringing or diluting or otherwise
violating any of such Assignor's rights in and to any Mark, or with respect to
any party claiming that such Assignor's use of any Mark violates in any material
respect any property right of that party. Each Assignor further agrees to
prosecute in accordance with reasonable business practices any Person infringing
any Mark in any manner that could reasonably be expected to have a Material
Adverse Effect.

            4.4 PRESERVATION OF MARKS. Each Assignor agrees to use its Marks in
interstate commerce during the time in which this Agreement is in effect and to
take all such other actions as are necessary to preserve such Marks as
trademarks or service marks under the laws of the United States.

            4.5 MAINTENANCE OF REGISTRATION. Each Assignor shall, at its own
expense, diligently process all documents required to maintain trademark
registrations, including but not limited to affidavits of use and applications
for renewals of registration in the United States Patent and Trademark Office
for all of its significant registered Marks, and shall pay all fees and
disbursements in connection therewith and shall not abandon any such filing of
affidavit of use or any such application of renewal prior to the exhaustion of
all administrative and judicial remedies without prior written consent of the
Collateral Agent.

            4.6 FUTURE REGISTERED MARKS. If any Mark registration is issued
hereafter to any Assignor as a result of any application now or hereafter
pending before the United States Patent and Trademark Office, within 30 days of
receipt of such certificate, such Assignor shall deliver to the Collateral Agent
a copy of such certificate, and an assignment for security in such Mark, to the
Collateral Agent and at the expense of such Assignor, confirming the assignment
for security in such Mark to the Collateral Agent hereunder, the form of such
security to be substantially in the form of Annex G hereto, or in such other
form as may be reasonably satisfactory to the Collateral Agent.

            4.7 REMEDIES. If an Event of Default shall occur and be continuing,
the Collateral Agent may, by written notice to the relevant Assignor, take any
or all of the following actions: (i) declare the entire right, title and
interest of such Assignor in and to each of the

<PAGE>

                                                                     Exhibit I
                                                                        Page 10

Marks, together with all trademark rights and rights of protection to the same,
vested in the Collateral Agent for the benefit of the Secured Creditors, in
which event such rights, title and interest shall immediately vest, in the
Collateral Agent for the benefit of the Secured Creditors, and the Collateral
Agent shall be entitled to exercise the power of attorney referred to in Section
4.1 hereof to execute, cause to be acknowledged and notarized and record said
absolute assignment with the applicable agency; (ii) take and use or sell the
Marks and the goodwill of such Assignor's business symbolized by the Marks and
the right to carry on the business and use the assets of such Assignor in
connection with which the Marks have been used; and (iii) direct such Assignor
to refrain, in which event such Assignor shall refrain, from using the Marks in
any manner whatsoever, directly or indirectly, and such Assignor shall execute
such further documents that the Collateral Agent may reasonably request to
further confirm this and to transfer ownership of the Marks and registrations
and any pending trademark application in the United States Patent and Trademark
Office to the Collateral Agent.

                                    ARTICLE V

                          SPECIAL PROVISIONS CONCERNING
                      PATENTS, COPYRIGHTS AND TRADE SECRETS

            5.1 ADDITIONAL REPRESENTATIONS AND WARRANTIES. Each Assignor
represents and warrants that it is the true and lawful owner of all rights in
(i) all United States trade secrets and proprietary information necessary to
operate the business of the Assignor (the "Trade Secret Rights"), (ii) the
Patents listed in Annex E hereto for such Assignor and that said Patents include
all the United States patents and applications for United States patents that
such Assignor owns as of the date hereof and (iii) the Copyrights listed in
Annex F hereto for such Assignor and that said Copyrights constitute all the
United States copyrights registered with the United States Copyright Office and
applications to United States copyrights that such Assignor owns as of the date
hereof. Each Assignor further warrants that it has no knowledge of any third
party claim that any aspect of such Assignor's present or contemplated business
operations infringes or will infringe any patent or such Assignor has
misappropriated any trade secret or proprietary information which, either
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect. Each Assignor hereby grants to the Collateral Agent an
absolute power of attorney to sign, upon the occurrence and during the
continuance of any Event of Default, any document which may be required by the
United States Patent and Trademark Office in order to effect an absolute
assignment of all right, title and interest in each Patent, and to record the
same.

            5.2 LICENSES AND ASSIGNMENTS. Except as otherwise permitted by the
Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any
right under any Patent or Copyright acquired after the date hereof absent prior
written approval of the Collateral Agent.

            5.3 INFRINGEMENTS. Each Assignor agrees, promptly upon learning
thereof, to furnish the Collateral Agent in writing with all pertinent
information available to such Assignor with respect to any infringement,
contributing infringement or active inducement to infringe in any Patent or
Copyright or to any claim that the practice of any Patent or use of any
Copyright

<PAGE>

                                                                     Exhibit I
                                                                        Page 11

violates any property right of a third party, or with respect to any
misappropriation of any Trade Secret Right or any claim that practice of any
Trade Secret Right violates any property right of a third party in any manner
which, either individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect. Each Assignor further agrees, absent direction
of the Collateral Agent to the contrary, to diligently prosecute any Person
infringing any Patent or Copyright or any Person misappropriating any Trade
Secret Right in accordance with such Assignor's reasonable business judgment.

            5.4 MAINTENANCE OF PATENTS OR COPYRIGHT. At its own expense, each
Assignor shall make timely payment of all post-issuance fees required pursuant
to 35 U.S.C. ss. 41 to maintain in force its rights under each PatenT or
Copyright, absent prior written consent of the Collateral Agent.

            5.5 PROSECUTION OF PATENT APPLICATIONS. At its own expense, each
Assignor shall diligently prosecute all significant applications for (i) United
States Patents listed in Annex E hereto and (ii) Copyrights listed on Annex F
hereto, in each case for such Assignor and shall not abandon any such
application prior to exhaustion of all administrative and judicial remedies,
absent written consent of the Collateral Agent.

            5.6 OTHER PATENTS AND COPYRIGHTS. Within 30 days of the acquisition
or issuance of a United States Patent, registration of a Copyright, or
acquisition of a registered Copyright, or of filing of an application for a
United States Patent or Copyright, the relevant Assignor shall deliver to the
Collateral Agent a copy of said Copyright or certificate or registration of, or
application therefor, said Patents, as the case may be, with an assignment for
security as to such Patent or Copyright, as the case may be, to the Collateral
Agent and at the expense of such Assignor, confirming the assignment for
security, the form of such assignment for security to be substantially in the
form of Annex H or I hereto, as appropriate, or in such other form as may be
reasonably satisfactory to the Collateral Agent.

            5.7 REMEDIES. If an Event of Default shall occur and be continuing,
the Collateral Agent may by written notice to the relevant Assignor, take any or
all of the following actions: (i) declare the entire right, title, and interest
of such Assignor in each of the Patents and Copyrights vested in the Collateral
Agent for the benefit of the Secured Creditors, in which event such right,
title, and interest shall immediately vest in the Collateral Agent for the
benefit of the Secured Creditors, in which case the Collateral Agent shall be
entitled to exercise the power of attorney referred to in Section 5.1 hereof to
execute, cause to be acknowledged and notarized and to record said absolute
assignment with the applicable agency; (ii) take and practice or sell the
Patents and Copyrights; and (iii) direct such Assignor to refrain, in which
event such Assignor shall refrain, from practicing the Patents and using the
Copyrights directly or indirectly, and such Assignor shall execute such further
documents as the Collateral Agent may reasonably request further to confirm this
and to transfer ownership of the Patents and Copyrights to the Collateral Agent
for the benefit of the Secured Creditors.

                                   ARTICLE VI

                      PROVISIONS CONCERNING ALL COLLATERAL

<PAGE>

                                                                     Exhibit I
                                                                        Page 12

            6.1 PROTECTION OF COLLATERAL AGENT'S SECURITY. Each Assignor will do
nothing to impair the rights of the Collateral Agent in the Collateral. Each
Assignor will at all times keep its Inventory and Equipment insured in favor of
the Collateral Agent, at such Assignor's own expense to the extent and in the
manner provided in the Credit Agreement. Except to the extent otherwise
permitted to be retained by such Assignor or applied by such Assignor pursuant
to the terms of the Credit Agreement, the Collateral Agent shall, at the time
any proceeds of such insurance are distributed to the Secured Creditors, apply
such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all
liability and responsibility in connection with the Collateral acquired by it
and the liability of such Assignor to pay the Obligations shall in no way be
affected or diminished by reason of the fact that such Collateral may be lost,
destroyed, stolen, damaged or for any reason whatsoever unavailable to such
Assignor.

            6.2 WAREHOUSE RECEIPTS NON-NEGOTIABLE. Each Assignor agrees that if
any warehouse receipt or receipt in the nature of a warehouse receipt is issued
with respect to any of its Inventory, such Assignor shall request that such
warehouse receipt or receipt in the nature thereof shall not be "negotiable" (as
such term is used in Section 7-104 of the Uniform Commercial Code as in effect
in any relevant jurisdiction or under other relevant law).

            6.3 FURTHER ACTIONS. Each Assignor will, at its own expense and upon
the request of the Collateral Agent, make, execute, endorse, acknowledge, file
and/or deliver to the Collateral Agent from time to time such lists,
descriptions and designations of its Collateral, warehouse receipts, receipts in
the nature of warehouse receipts, bills of lading, documents of title, vouchers,
invoices, schedules, confirmatory assignments, conveyances, financing
statements, transfer endorsements, certificates, reports and other assurances or
instruments and take such further steps relating to the Collateral and other
property or rights covered by the security interest hereby granted, which the
Collateral Agent deems reasonably appropriate or advisable to perfect, preserve
or protect its security interest in the Collateral.

            6.4 FINANCING STATEMENTS. Each Assignor agrees to execute and
deliver to the Collateral Agent such financing statements, in form reasonably
acceptable to the Collateral Agent, as the Collateral Agent may from time to
time reasonably request or as are necessary or desirable in the opinion of the
Collateral Agent to establish and maintain a valid, enforceable, first priority
perfected security interest in the Collateral as provided herein and the other
rights and security contemplated hereby all in accordance with the UCC as
enacted in any and all relevant jurisdictions or any other relevant law. Each
Assignor will pay any applicable filing fees, recordation taxes and related
expenses relating to its Collateral. Each Assignor hereby authorizes the
Collateral Agent to file any such financing statements without the signature of
such Assignor where permitted by law.

                                   ARTICLE VII

                  REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT

            7.1 REMEDIES; OBTAINING THE COLLATERAL UPON DEFAULT. Each Assignor
agrees that, if any Event of Default shall have occurred and be continuing, then
and in every such case, the Collateral Agent, in addition to any rights now or
hereafter existing under applicable law, shall

<PAGE>

                                                                     Exhibit I
                                                                        Page 13

have all rights as a secured creditor under any UCC, and such additional rights
and remedies to which a secured creditor is entitled under the laws in effect,
in all relevant jurisdictions and may:

            (i) personally, or by agents or attorneys, immediately take
possession of the Collateral or any part thereof, from such Assignor or any
other Person who then has possession of any part thereof with or without notice
or process of law, and for that purpose may enter upon such Assignor's premises
where any of the Collateral is located and remove the same and use in connection
with such removal any and all services, supplies, aids and other facilities of
such Assignor;

            (ii) instruct the obligor or obligors on any agreement, instrument
or other obligation (including, without limitation, the Receivables and the
Contracts) constituting the Collateral to make any payment required by the terms
of such agreement, instrument or other obligation directly to the Collateral
Agent and may exercise any and all remedies of such Assignor in respect of such
Collateral;

            (iii) withdraw all monies, securities and instruments in the Cash
Collateral Account for application to the Obligations in accordance with Section
7.4 hereof;

            (iv) sell, assign or otherwise liquidate any or all of the
Collateral or any part thereof in accordance with Section 7.2 hereof, or direct
the relevant Assignor to sell, assign or otherwise liquidate any or all of the
Collateral or any part thereof, and, in each case, take possession of the
proceeds of any such sale or liquidation;

            (v) take possession of the Collateral or any part thereof, by
directing the relevant Assignor in writing to deliver the same to the Collateral
Agent at any place or places designated by the Collateral Agent, in which event
such Assignor shall at its own expense:

                  (x) forthwith cause the same to be moved to the place or
            places so designated by the Collateral Agent and there delivered to
            the Collateral Agent;

                  (y) store and keep any Collateral so delivered to the
            Collateral Agent at such place or places pending further action by
            the Collateral Agent as provided in Section 7.2 hereof; and

                  (z) while the Collateral shall be so stored and kept, provide
            such guards and maintenance services as shall be necessary to
            protect the same and to preserve and maintain them in good
            condition; and

            (vi) license or sublicense, whether on an exclusive or nonexclusive
basis, any Marks, Patents or Copyrights included in the Collateral for such term
and on such conditions and in such manner as the Collateral Agent shall in its
sole judgment determine;

it being understood that each Assignor's obligation so to deliver the Collateral
is of the essence of this Agreement and that, accordingly, upon application to a
court of equity having jurisdiction, the Collateral Agent shall be entitled to a
decree requiring specific performance by such Assignor of

<PAGE>

                                                                     Exhibit I
                                                                        Page 14

said obligation. By accepting the benefits of this Agreement, the Secured
Creditors agree that this Agreement may be enforced only by the action of the
Collateral Agent acting upon the instructions of the Required Secured Creditors
and that no other Secured Creditor shall have any right individually to seek to
enforce this Agreement or to realize upon the security to be granted hereby, it
being understood and agreed that such rights and remedies may be exercised by
the Collateral Agent for the benefit of the Secured Creditors upon the terms of
this Agreement and the Credit Agreement.

            7.2 REMEDIES; DISPOSITION OF THE COLLATERAL. If any Event of Default
shall have occurred and be continuing, then any Collateral repossessed by the
Collateral Agent under or pursuant to Section 7.1 hereof and any other
Collateral whether or not so repossessed by the Collateral Agent, may be sold,
assigned, leased or otherwise disposed of under one or more contracts or as an
entirety, and without the necessity of gathering at the place of sale the
property to be sold, and in general in such manner, at such time or times, at
such place or places and on such terms as the Collateral Agent may, in
compliance with any mandatory requirements of applicable law, determine to be
commercially reasonable. Any of the Collateral may be sold, leased or otherwise
disposed of, in the condition in which the same existed when taken by the
Collateral Agent or after any overhaul or repair at the expense of the relevant
Assignor which the Collateral Agent shall determine to be commercially
reasonable. Any such disposition which shall be a private sale or other private
proceedings permitted by such requirements shall be made upon not less than 10
days' prior written notice to the relevant Assignor specifying the time at which
such disposition is to be made and the intended sale price or other
consideration therefor, and shall be subject, for the 10 days after the giving
of such notice, to the right of the relevant Assignor or any nominee of such
Assignor to acquire the Collateral involved at a price or for such other
consideration at least equal to the intended sale price or other consideration
so specified. Any such disposition which shall be a public sale permitted by
such requirements shall be made upon not less than 10 days' prior written notice
to the relevant Assignor specifying the time and place of such sale and, in the
absence of applicable requirements of law, shall be by public auction (which
may, at the Collateral Agent's option, be subject to reserve), after publication
of notice of such auction (where required by applicable law) not less than 10
days prior thereto. The 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 the sale, and such sale
may be made at any time or place to which the sale may be so adjourned. To the
extent permitted by any such requirement of law, the Collateral Agent may bid
for and become the purchaser of the Collateral or any item thereof, offered for
sale in accordance with this Section without accountability to the relevant
Assignor. If, under mandatory requirements of applicable law, the Collateral
Agent shall be required to make disposition of the Collateral within a period of
time which does not permit the giving of notice to the relevant Assignor as
hereinabove specified, the Collateral Agent need give such Assignor only such
notice of disposition as shall be reasonably practicable in view of such
mandatory requirements of applicable law. Each Assignor agrees to do or cause to
be done all such other acts and things as may be reasonably necessary to make
such sale or sales of all or any portion of the Collateral valid and binding and
in compliance with any and all applicable laws, regulations, orders, writs,
injunctions, decrees or awards of any and all courts, arbitrators or
governmental instrumentalities, domestic or foreign, having jurisdiction over
any such sale or sales, all at such Assignor's expense.

<PAGE>

                                                                     Exhibit I
                                                                        Page 15

            7.3 WAIVER OF CLAIMS. Except as otherwise provided in this
Agreement, EACH ASSIGNOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT'S
TAKING POSSESSION OR THE COLLATERAL AGENT'S DISPOSITION OF ANY OF THE
COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING
FOR ANY PREJUDGMENT REMEDY OR REMEDIES, and each Assignor hereby further waives,
to the extent permitted by law:

            (i) all damages occasioned by such taking of possession except any
damages which are the direct result of the Collateral Agent's gross negligence
or willful misconduct;

            (ii) all other requirements as to the time, place and terms of sale
or other requirements with respect to the enforcement of the Collateral Agent's
rights hereunder; and

            (iii) all rights of redemption, appraisement, valuation, stay,
extension or moratorium now or hereafter in force under any applicable law in
order to prevent or delay the enforcement of this Agreement or the absolute sale
of the Collateral or any portion thereof, and each Assignor, for itself and all
who may claim under it, insofar as it or they now or hereafter lawfully may,
hereby waives the benefit of all such laws.

Any sale of, or the grant of options to purchase, or any other realization upon,
any Collateral shall operate to divest all right, title, interest, claim and
demand, either at law or in equity, of the relevant Assignor therein and
thereto, and shall be a perpetual bar both at law and in equity against such
Assignor and against any and all Persons claiming or attempting to claim the
Collateral so sold, optioned or realized upon, or any part thereof, from,
through and under such Assignor.

            7.4 APPLICATION OF PROCEEDS. (a) All moneys collected by the
Collateral Agent (or, to the extent the Pledge Agreement or any Additional
Security Document require proceeds of collateral under such Security Document to
be applied in accordance with the provisions of this Agreement, the Pledgee or
Collateral Agent under such other Security Document) upon any sale or other
disposition of the Collateral, together with all other moneys received by the
Collateral Agent hereunder, shall be applied as follows.

            (i) first, to the payment of all amounts owing the Collateral Agent
of the type described in clauses (iii) and (iv) of the definition of
"Obligations";

            (ii) second, to the extent proceeds remain after the application
pursuant to the preceding clause (i), an amount equal to the outstanding Primary
Obligations shall be paid to the Secured Creditors as provided in Section 7.4(e)
hereof, with each Secured Creditor receiving an amount equal to such outstanding
Primary Obligations or, if the proceeds are insufficient to pay in full all such
Primary Obligations, its Pro Rata Share of the amount remaining to be
distributed;

            (iii) third, to the extent proceeds remain after the application
pursuant to the preceding clauses (i) and (ii), an amount equal to the
outstanding Secondary Obligations shall be paid to the Secured Creditors as
provided in Section 7.4(e) hereof, with each Secured Creditor receiving an
amount equal to its outstanding Secondary Obligations or, if the proceeds are

<PAGE>

                                                                     Exhibit I
                                                                        Page 16

insufficient to pay in full all such Secondary Obligations, its Pro Rata Share
of the amount remaining to be distributed; and

            (iv) fourth, to the extent proceeds remain after the application
pursuant to the preceding clauses (i) through (iii), inclusive, and following
the termination of this Agreement pursuant to Section 10.8(a) hereof, to the
relevant Assignor or to whomever may be lawfully entitled to receive such
surplus.

            (b) For purposes of this Agreement (x) "Pro Rata Share" shall mean,
when calculating a Secured Creditor's portion of any distribution or amount,
that amount (expressed as a percentage) equal to a fraction the numerator of
which is the then unpaid amount of such Secured Creditor's Primary Obligations
or Secondary Obligations, as the case may be, and the denominator of which is
the then outstanding amount of all Primary Obligations or Secondary Obligations,
as the case may be, (y) "Primary Obligations" shall mean (i) in the case of the
Credit Document Obligations, all principal of, and interest on, all Loans, all
Unpaid Drawings and all Fees and (ii) in the case of the Other Obligations, all
amounts due under such Interest Rate Protection Agreements or Other Hedging
Agreements (other than indemnities, fees (including, without limitation,
attorneys' fees) and similar obligations and liabilities) and (z) "Secondary
Obligations" shall mean all Obligations other than Primary Obligations.

            (c) When payments to Secured Creditors are based upon their
respective Pro Rata Shares, the amounts received by such Secured Creditors
hereunder shall be applied (for purposes of making determinations under this
Section 7.4 only) (i) first, to their Primary Obligations and (ii) second, to
their Secondary Obligations. If any payment to any Secured Creditor of its Pro
Rata Share of any distribution would result in overpayment to such Secured
Creditor, such excess amount shall instead be distributed in respect of the
unpaid Primary Obligations or Secondary Obligations, as the case may be, of the
other Secured Creditors, with each Secured Creditor whose Primary Obligations or
Secondary Obligations, as the case may be, have not been paid in full to receive
an amount equal to such excess amount multiplied by a fraction the numerator of
which is the unpaid Primary Obligations or Secondary Obligations, as the case
may be, of such Secured Creditor and the denominator of which is the unpaid
Primary Obligations or Secondary Obligations, as the case may be, of all Secured
Creditors entitled to such distribution.

            (d) Each of the Secured Creditors, by their acceptance of the
benefits hereof, agrees and acknowledges that if the Lender Creditors are to
receive a distribution on account of undrawn amounts with respect to Letters of
Credit issued under the Credit Agreement (which shall only occur after all
outstanding Loans and Unpaid Drawings with respect to such Letters of Credit
have been paid in full), such amounts shall be paid to the Administrative Agent
under the Credit Agreement and held by it, for the equal and ratable benefit of
the Lender Creditors, as cash security for the repayment of Obligations owing to
the Lender Creditors as such. If any amounts are held as cash security pursuant
to the immediately preceding sentence, then upon the termination of all
outstanding Letters of Credit, and after the application of all such cash
security to the repayment of all Obligations owing to the Lender Creditors after
giving effect to the termination of all such Letters of Credit, if there remains
any excess cash, such excess cash shall

<PAGE>

                                                                     Exhibit I
                                                                        Page 17

be returned by the Administrative Agent to the Collateral Agent for distribution
in accordance with Section 7.4(a) hereof.

            (e) All payments required to be made hereunder shall be made (x) if
to the Lender Creditors, to the Administrative Agent under the Credit Agreement
for the account of the Lender Creditors, and (y) if to the Other Creditors, to
the trustee, paying agent or other similar representative (each a
"Representative") for the Other Creditors or, in the absence of such a
Representative, directly to the Other Creditors.

            (f) For purposes of applying payments received in accordance with
this Section 7.4, the Collateral Agent shall be entitled to rely upon (i) the
Administrative Agent under the Credit Agreement and (ii) the Representative for
the Other Creditors or, in the absence of such a Representative, upon the Other
Creditors for a determination (which the Administrative Agent, each
Representative for any Other Creditors and the Secured Creditors agree (or shall
agree) to provide upon request of the Collateral Agent) of the outstanding
Primary Obligations and Secondary Obligations owed to the Lender Creditors or
the Other Creditors, as the case may be. Unless it has actual knowledge
(including by way of written notice from a Lender Creditor or an Other Creditor)
to the contrary, the Administrative Agent and each Representative, in furnishing
information pursuant to the preceding sentence, and the Collateral Agent, in
acting hereunder, shall be entitled to assume that no Secondary Obligations are
outstanding. Unless it has actual knowledge (including by way of written notice
from an Other Creditor) to the contrary, the Collateral Agent, in acting
hereunder, shall be entitled to assume that no Interest Rate Protection
Agreements or Other Hedging Agreements are in existence.

            (g) It is understood that the Assignors shall remain jointly and
severally liable to the extent of any deficiency between the amount of the
proceeds of the Collateral and the aggregate amount of the Obligations.

            7.5 REMEDIES CUMULATIVE. Each and every right, power and remedy
hereby specifically given to the Collateral Agent shall be in addition to every
other right, power and remedy specifically given under this Agreement, the other
Secured Debt Agreements or now or hereafter existing at law, in equity or by
statute and each and every right, power and remedy whether specifically herein
given or otherwise existing may be exercised from time to time or simultaneously
and as often and in such order as may be deemed expedient by the Collateral
Agent. All such rights, powers and remedies shall be cumulative and the exercise
or the beginning of the exercise of one shall not be deemed a waiver of the
right to exercise any other or others. No delay or omission of the Collateral
Agent in the exercise of any such right, power or remedy and no renewal or
extension of any of the Obligations shall impair any such right, power or remedy
or shall be construed to be a waiver of any Default or Event of Default or an
acquiescence therein. No notice to or demand on any Assignor in any case shall
entitle it to any other or further notice or demand in similar or other
circumstances or constitute a waiver of any of the rights of the Collateral
Agent to any other or further action in any circumstances without notice or
demand. In the event that the Collateral Agent shall bring any suit to enforce
any of its rights hereunder and shall be entitled to judgment, then in such suit
the Collateral Agent may

<PAGE>

                                                                     Exhibit I
                                                                        Page 18

recover reasonable expenses, including reasonable attorneys' fees, and the
amounts thereof shall be included in such judgment.

            7.6 DISCONTINUANCE OF PROCEEDINGS. In case the Collateral Agent
shall have instituted any proceeding to enforce any right, power or remedy under
this Agreement by foreclosure, sale, entry or otherwise, and such proceeding
shall have been discontinued or abandoned for any reason or shall have been
determined adversely to the Collateral Agent, then and in every such case the
relevant Assignor, the Collateral Agent and each holder of any of the
Obligations shall be restored to their former positions and rights hereunder
with respect to the Collateral subject to the security interest created under
this Agreement, and all rights, remedies and powers of the Collateral Agent
shall continue as if no such proceeding had been instituted.

                                  ARTICLE VIII

                                    INDEMNITY

            8.1 INDEMNITY. (a) Each Assignor jointly and severally agrees to
indemnify, reimburse and hold the Collateral Agent, each other Secured Creditor
and their respective successors, permitted assigns, employees, agents and
servants (hereinafter in this Section 8.1 referred to individually as
"Indemnitee," and collectively as "Indemnitees") harmless from any and all
liabilities, obligations, damages, injuries, penalties, claims, demands,
actions, suits, judgments and any and all costs, expenses or disbursements
(including reasonable attorneys' fees and expenses) (for the purposes of this
Section 8.1 the foregoing are collectively called "expenses") of whatsoever kind
and nature imposed on, asserted against or incurred by any of the Indemnitees in
any way relating to or arising out of this Agreement, any other Secured Debt
Agreement or any other document executed in connection herewith or therewith or
in any other way connected with the administration of the transactions
contemplated hereby or thereby or the enforcement of any of the terms of, or the
preservation of any rights under any thereof, or in any way relating to or
arising out of the manufacture, ownership, ordering, purchase, delivery,
control, acceptance, lease, financing, possession, operation, condition, sale,
return or other disposition, or use of the Collateral (including, without
limitation, latent or other defects, whether or not discoverable), the violation
of the laws of any country, state or other governmental body or unit, any tort
(including, without limitation, claims arising or imposed under the doctrine of
strict liability, or for or on account of injury to or the death of any Person
(including any Indemnitee), or property damage), or contract claim; provided
that no Indemnitee shall be indemnified pursuant to this Section 8.1(a) for
losses, damages or liabilities to the extent caused by the gross negligence or
willful misconduct of such Indemnitee (as determined by a court of competent
jurisdiction in a final and non-appealable decision). Each Assignor agrees that
upon written notice by any Indemnitee of the assertion of such a liability,
obligation, damage, injury, penalty, claim, demand, action, suit or judgment,
the relevant Assignor shall assume full responsibility for the defense thereof.
Each Indemnitee agrees to use its best efforts to promptly notify the relevant
Assignor of any such assertion of which such Indemnitee has knowledge.

            (b) Without limiting the application of Section 8.1(a) hereof, each
Assignor agrees, jointly and severally, to pay, or reimburse the Collateral
Agent for any and all reasonable

<PAGE>

                                                                     Exhibit I
                                                                        Page 19

fees, costs and expenses of whatever kind or nature incurred in connection with
the creation, preservation or protection of the Collateral Agent's Liens on, and
security interest in, the Collateral, including, without limitation, all fees
and taxes in connection with the recording or filing of instruments and
documents in public offices, payment or discharge of any taxes or Liens upon or
in respect of the Collateral, premiums for insurance with respect to the
Collateral and all other fees, costs and expenses in connection with protecting,
maintaining or preserving the Collateral and the Collateral Agent's interest
therein, whether through judicial proceedings or otherwise, or in defending or
prosecuting any actions, suits or proceedings arising out of or relating to the
Collateral.

            (c) Without limiting the application of Section 8.1(a) or (b)
hereof, each Assignor agrees, jointly and severally, to pay, indemnify and hold
each Indemnitee harmless from and against any loss, costs, damages and expenses
which such Indemnitee may suffer, expend or incur in consequence of or growing
out of any misrepresentation by any Assignor in this Agreement, any other
Secured Debt Agreement or in any writing contemplated by or made or delivered
pursuant to or in connection with this Agreement or any other Secured Debt
Agreement.

            (d) If and to the extent that the obligations of any Assignor under
this Section 8.1 are unenforceable for any reason, such Assignor hereby agrees
to make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under applicable law.

            8.2 INDEMNITY OBLIGATIONS SECURED BY COLLATERAL; SURVIVAL. Any
amounts paid by any Indemnitee as to which such Indemnitee has the right to
reimbursement shall constitute Obligations secured by the Collateral. The
indemnity obligations of each Assignor contained in this Article VIII shall
continue in full force and effect notwithstanding the full payment of all of the
other Obligations and notwithstanding the full payment of all the Notes issued
under the Credit Agreement, the termination of all Interest Rate Protection
Agreements or Other Hedging Agreements and all Letters of Credit and the payment
of all other Obligations and notwithstanding the discharge thereof but shall not
thereafter be secured by any security interest granted hereby.

                                   ARTICLE IX

                                   DEFINITIONS

            The following terms shall have the meanings herein specified. Such
definitions shall be equally applicable to the singular and plural forms of the
terms defined.

            "Administrative  Agent"  shall have the  meaning  provided  in the
recitals of this Agreement.

            "Agreement" shall mean this Security Agreement as the same may be
modified, supplemented or amended from time to time in accordance with its
terms.

<PAGE>

                                                                     Exhibit I
                                                                        Page 20

            "Assignor"  shall have the meaning provided in the first paragraph
of this Agreement.

            "Borrower"  shall have the  meaning  provided  in the  recitals of
this Agreement.

            "Cash Collateral Account" shall mean a cash collateral account
maintained with, and in the sole dominion and control of, the Collateral Agent
for the benefit of the Secured Creditors.

            "Chattel Paper" shall have the meaning provided in the Uniform
Commercial Code as in effect on the date hereof in the State of New York.

            "Class"  shall have the meaning  provided in Section  10.2 of this
Agreement.

            "Collateral"  shall have the meaning provided in Section 1.1(a) of
this Agreement.

            "Collateral Agent" shall have the meaning provided in the first
paragraph of this Agreement.

            "Contract Rights" shall mean all rights of any Assignor under each
Contract, including, without limitation, (i) any and all rights to receive and
demand payments under any or all Contracts, (ii) any and all rights to receive
and compel performance under any or all Contracts and (iii) any and all other
rights, interests and claims now existing or in the future arising in connection
with any or all Contracts.

            "Contracts" shall mean all contracts between any Assignor and one or
more additional parties (including, without limitation, any Interest Rate
Protection Agreements or Other Hedging Agreements and any partnership
agreements, joint venture agreements and limited liability company agreements),
but excluding any contract to the extent that the terms thereof prohibit (after
giving effect to any approvals or waivers) the assignment of, or granting a
security interest in, such contract (it being understood and agreed, however,
that notwithstanding the foregoing, all rights to payment for money due or to
become due pursuant to any such excluded contract shall be subject to the
security interests created by this Agreement).

            "Copyrights" shall mean any United States copyright owned by any
Assignor, including any registrations of any Copyrights, in the United States
Copyright Office or any foreign equivalent office, as well as any application
for a copyright registration now or hereafter made with the United States
Copyright Office or any foreign equivalent office by any Assignor.

            "Credit   Agreement"  shall  have  the  meaning  provided  in  the
recitals of this Agreement.

            "Credit Document Obligations" shall have the meaning provided in the
definition of "Obligations" in this Article IX.

            "Default" shall mean any event which, with notice or lapse of time,
or both, would constitute an Event of Default.

<PAGE>
                                                                     Exhibit I
                                                                        Page 21


            "Documents" shall have the meaning provided in the Uniform
Commercial Code as in effect on the date hereof in the State of New York.

            "Equipment" shall mean any "equipment," as such term is defined in
the Uniform Commercial Code as in effect on the date hereof in the State of New
York, now or hereafter owned by any Assignor and, in any event, shall include,
but shall not be limited to, all machinery, equipment, furnishings, fixtures and
vehicles now or hereafter owned by any Assignor and any and all additions,
substitutions and replacements of any of the foregoing, wherever located,
together with all attachments, components, parts, equipment and accessories
installed thereon or affixed thereto.

            "Event of Default" shall mean any Event of Default under, and as
defined in, the Credit Agreement and shall in any event include, without
limitation, any payment default on any of the Other Obligations after the
expiration of any applicable grace period.

            "General Intangibles" shall have the meaning provided in the Uniform
Commercial Code as in effect on the date hereof in the State of New York (and
shall include all partnership interests and all limited liability company and
membership interests).

            "Goods" shall have the meaning provided in the Uniform Commercial
Code as in effect on the date hereof in the State of New York.

            "Indemnitee"  shall have the  meaning  provided  in Section 8.1 of
this Agreement.

            "Instrument" shall have the meaning provided in the Uniform
Commercial Code as in effect on the date hereof in the State of New York.

            "Inventory" shall mean merchandise, inventory and goods, and all
additions, substitutions and replacements thereof, wherever located, together
with all goods, supplies, incidentals, packaging materials, labels, materials
and any other items used or usable in manufacturing, processing, packaging or
shipping same, in all stages of production -- from raw materials through
work-in-process to finished goods -- and all products and proceeds of whatever
sort and wherever located and any portion thereof which may be returned,
rejected, reclaimed or repossessed by the Collateral Agent from any Assignor's
customers, and shall specifically include all "inventory" as such term is
defined in the Uniform Commercial Code as in effect on the date hereof in the
State of New York, now or hereafter owned by any Assignor.

            "Investment Property" shall have the meaning provided in the Uniform
Commercial Code as in effect on the date hereof in the State of New York.

            "Lender Creditors" shall have the meaning provided in the recitals
of this Agreement.

            "Lenders" shall have the meaning  provided in the recitals of this
Agreement.

<PAGE>

                                                                     Exhibit I
                                                                        Page 22


            "Liens" shall mean any security interest, mortgage, pledge, lien,
claim, charge, encumbrance, title retention agreement, lessor's interest in a
financing lease or analogous instrument, in, of, or on any Assignor's property.

            "Marks" shall mean all right, title and interest in and to any
trademarks, service marks and trade names now held or hereafter acquired by any
Assignor, including any registration of any trademarks and service marks in the
United States Patent and Trademark Office or in any equivalent foreign office
and any trade dress including logos and/or designs used by any Assignor.

            "Obligations" shall mean (i) the full and prompt payment when due
(whether at the stated maturity, by acceleration or otherwise) of all
obligations and indebtedness (including, without limitation, indemnities, Fees
and interest thereon) of each Assignor to the Lender Creditors, whether now
existing or hereafter incurred under, arising out of, or in connection with the
Credit Agreement and the other Credit Documents to which such Assignor is a
party (including, in the case of each Assignor which is a Subsidiary Guarantor,
all such obligations and indebtedness of such Assignor under the Subsidiaries
Guaranty) and the due performance and compliance by such Assignor with all of
the terms, conditions and agreements contained in the Credit Agreement and in
such other Credit Documents (all such obligations and liabilities under this
clause (i), except to the extent consisting of obligations or indebtedness with
respect to Interest Rate Protection Agreements or Other Hedging Agreements,
being herein collectively called the "Credit Document Obligations"); (ii) the
full and prompt payment when due (whether at the stated maturity, by
acceleration or otherwise) of all obligations and liabilities owing by such
Assignor to the Other Creditors under, or with respect to (including, in the
case of each Assignor which is a Subsidiary Guarantor, by reason of the
Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging
Agreement, whether such Interest Rate Protection Agreement or Other Hedging
Agreement is now in existence or hereafter arising, and the due performance and
compliance by such Assignor with all of the terms, conditions and agreements
contained therein (all such obligations and liabilities described in this clause
(ii) being herein collectively called the "Other Obligations"); (iii) any and
all sums advanced by the Assignee in order to preserve the Collateral or
preserve its security interest in the Collateral; (iv) in the event of any
proceeding for the collection or enforcement of any indebtedness, obligations,
or liabilities of such Assignor referred to in clauses (i) and (ii) above, after
an Event of Default shall have occurred and be continuing, the reasonable
expenses of retaking, holding, preparing for sale or lease, selling or otherwise
disposing of or realizing on the Collateral, or of any exercise by the Assignee
of its rights hereunder, together with reasonable attorneys' fees and court
costs; and (v) all amounts paid by any Indemnitee as to which such Indemnitee
has the right to reimbursement under Section 8.1 of this Agreement; it being
acknowledged and agreed that the "Obligations" shall include extensions of
credit of the types described above, whether outstanding on the date of this
Agreement or extended from time to time after the date of this Agreement.

            "Other  Creditors" shall have the meaning provided in the recitals
of this Agreement.

<PAGE>
                                                                     Exhibit I
                                                                        Page 23


            "Other Obligations" shall have the meaning provided in the
definition of "Obligations" in this Article IX.

            "Patents" shall mean any patent to which any Assignor now or
hereafter has title and any divisions or continuations thereof, as well as any
application for a patent now or hereafter made by any Assignor.

            "Primary Obligations" shall have the meaning provided in Section
7.4(b) of this Agreement.

            "Pro Rata Share" shall have the meaning provided in Section 7.4(b)
of this Agreement.

            "Proceeds" shall have the meaning provided in the Uniform Commercial
Code as in effect in the State of New York on the date hereof or under other
relevant law and, in any event, shall include, but not be limited to, (i) any
and all proceeds of any insurance, indemnity, warranty or guaranty payable to
the Collateral Agent or any Assignor from time to time with respect to any of
the Collateral, (ii) any and all payments (in any form whatsoever) made or due
and payable to any Assignor from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any
part of the Collateral by any governmental authority (or any person acting under
color of governmental authority) and (iii) any and all other amounts from time
to time paid or payable under or in connection with any of the Collateral.

            "Receivables" shall mean any "account" as such term is defined in
the Uniform Commercial Code as in effect on the date hereof in the State of New
York, now or hereafter owned by any Assignor and, in any event, shall include,
but shall not be limited to, all of such Assignor's rights to payment for goods
sold or leased or services performed by such Assignor, whether now in existence
or arising from time to time hereafter, including, without limitation, rights
evidenced by an account, note, contract, security agreement, chattel paper, or
other evidence of indebtedness or security, together with (a) all security
pledged, assigned, hypothecated or granted to or held by such Assignor to secure
the foregoing, (b) all of any Assignor's right, title and interest in and to any
goods, the sale of which gave rise thereto, (c) all guarantees, endorsements and
indemnifications on, or of, any of the foregoing, (d) all powers of attorney for
the execution of any evidence of indebtedness or security or other writing in
connection therewith, (e) all books, records, ledger cards, and invoices
relating thereto, (f) all evidences of the filing of financing statements and
other statements and the registration of other instruments in connection
therewith and amendments thereto, notices to other creditors or secured parties,
and certificates from filing or other registration officers, (g) all credit
information, reports and memoranda relating thereto and (h) all other writings
related in any way to the foregoing.

            "Representative shall have the meaning provided in Section 7.4(e)
of this Agreement.

            "Required Secured Creditors" shall mean (i) the Required Lenders
(or, to the extent required by Section 13.12 of the Credit Agreement, each of
the Lenders) under the Credit Agreement so long as any Credit Document
Obligations remain outstanding and (ii) in any

<PAGE>

                                                                     Exhibit I
                                                                        Page 24

situation not covered by the preceding clause (i), the holders of a majority of
the outstanding principal amount of the Other Obligations.

            "Requisite Creditors" shall have the meaning provided in Section
10.2 of this Agreement.

            "Secondary Obligations" shall have the meaning provided in Section
7.4(b) of this Agreement.

            "Secured  Creditors"  shall  have  the  meaning  provided  in  the
recitals of this Agreement.

            "Secured Debt Agreements" shall mean and include this Agreement, the
other Credit Documents and the Interest Rate Protection Agreements and Other
Hedging Agreements.

            "Termination Date" shall have the meaning provided in Section 10.8
of this Agreement.

            "Trade Secret Rights" shall have the meaning provided in Section 5.1
of this Agreement.

            "UCC" shall mean the Uniform Commercial Code as in effect from time
to time in the relevant jurisdiction.

                                    ARTICLE X

                                  MISCELLANEOUS

            10.1 Except as otherwise specified herein, all notices, requests,
demands or other communications to or upon the respective parties hereto shall
be deemed to have been duly given or made when delivered to the party to which
such notice, request, demand or other communication is required or permitted to
be given or made under this Agreement, addressed as follows:

            (a)   if to any Assignor,  at the address set forth  opposite such
Assignor's signature below;

            (b) if to the Collateral Agent, at:

                  Bankers Trust Company
                  130 Liberty Street
                  New York, New York  10006
                  Attention:  Diane Rolfe
                  Telephone No.:  (212) 250-1661
                  Telecopier No.:  (212) 250-7218;

<PAGE>
                                                                     Exhibit I
                                                                        Page 25


            (c) if to any Lender Creditor, at such address as such Lender
Creditor shall have specified in the Credit Agreement;

            (d) if to any Other Creditor, at such address as such Other Creditor
shall have specified in writing to each Assignor and the Collateral Agent;

or at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder.

            10.2 WAIVER; AMENDMENT. None of the terms and conditions of this
Agreement may be changed, waived, modified or varied in any manner whatsoever
unless in writing duly signed by each Assignor directly effected thereby and the
Collateral Agent (with the written consent of the Required Secured Creditors);
PROVIDED, HOWEVER, that any change, waiver, modification or variance affecting
the rights and benefits of a single Class of Secured Creditors (and not all
Secured Creditors in a like or similar manner) shall require the written consent
of the Requisite Creditors of such affected Class. For the purpose of this
Agreement, the term "Class" shall mean each class of Secured Creditors, I.E.,
whether (x) the Lender Creditors as holders of the Credit Document Obligations
or (y) the Other Creditors as the holders of the Other Obligations. For the
purpose of this Agreement, the term "Requisite Creditors" of any Class shall
mean each of (x) with respect to the Credit Document Obligations, the Required
Lenders and (y) with respect to the Other Obligations, the holders of at least a
majority of all obligations outstanding from time to time under the respective
Interest Rate Protection Agreements or Other Hedging Agreements.

            10.3 OBLIGATIONS ABSOLUTE. The obligations of each Assignor
hereunder shall remain in full force and effect without regard to, and shall not
be impaired by, (a) any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation or the like of such Assignor; (b) any
exercise or non-exercise, or any waiver of, any right, remedy, power or
privilege under or in respect of this Agreement or any other Secured Debt
Agreement; or (c) any amendment to or modification of any Secured Debt Agreement
or any security for any of the Obligations; whether or not such Assignor shall
have notice or knowledge of any of the foregoing.

            10.4 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
each Assignor and its successors and assigns (although no Assignor may assign
its rights and obligations hereunder except in accordance with the provisions of
the Secured Debt Agreements) and shall inure to the benefit of the Collateral
Agent and the Secured Creditors and their respective successors and assigns. All
agreements, statements, representations and warranties made by each Assignor
herein or in any certificate or other instrument delivered by such Assignor or
on its behalf under this Agreement shall be considered to have been relied upon
by the Secured Creditors and shall survive the execution and delivery of this
Agreement and the other Secured Debt Agreements regardless of any investigation
made by the Secured Creditors or on their behalf.

<PAGE>

                                                                     Exhibit I
                                                                       Page 26

            10.5 HEADINGS DESCRIPTIVE. The headings of the several sections of
this Agreement are inserted for convenience only and shall not in any way affect
the meaning or construction of any provision of this Agreement.

            10.6  GOVERNING   LAW.   THIS   AGREEMENT   AND  THE   RIGHTS  AND
OBLIGATIONS  OF THE PARTIES  HEREUNDER  SHALL BE CONSTRUED IN ACCORDANCE  WITH
AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

            10.7 ASSIGNOR'S DUTIES. It is expressly agreed, anything herein
contained to the contrary notwithstanding, that each Assignor shall remain
liable to perform all of the obligations, if any, assumed by it with respect to
the Collateral and the Collateral Agent shall not have any obligations or
liabilities with respect to any Collateral by reason of or arising out of this
Agreement, nor shall the Collateral Agent be required or obligated in any manner
to perform or fulfill any of the obligations of any Assignor under or with
respect to any Collateral.

            10.8 TERMINATION; RELEASE. (a) After the Termination Date, this
Agreement shall terminate (provided that all indemnities set forth herein
including, without limitation, in Section 8.1 hereof shall survive such
termination) and the Collateral Agent, at the request and expense of the
respective Assignor, will promptly execute and deliver to such Assignor a proper
instrument or instruments (including Uniform Commercial Code termination
statements on form UCC-3) acknowledging the satisfaction and termination of this
Agreement, and will duly assign, transfer and deliver to such Assignor (without
recourse and without any representation or warranty) such of the Collateral as
may be in the possession of the Collateral Agent and as has not theretofore been
sold or otherwise applied or released pursuant to this Agreement. As used in
this Agreement, "Termination Date" shall mean the date upon which the Total
Commitment and all Interest Rate Protection Agreements and Other Hedging
Agreements have been terminated, no Note is outstanding (and all Loans have been
repaid in full), all Letters of Credit have been terminated and all Obligations
then due and payable have been paid in full.

            (b) In the event that any part of the Collateral is sold in
connection with a sale permitted by Section 9.02 of the Credit Agreement (other
than a sale to any Assignor or a Subsidiary thereof) or otherwise released at
the direction of the Required Secured Creditors and the proceeds of such sale or
sales or from such release are applied in accordance with the provisions of the
Credit Agreement, to the extent required to be so applied, such Collateral will
be sold free and clear of the Liens created by this Agreement and the Collateral
Agent, at the request and expense of the relevant Assignor, will duly assign,
transfer and deliver to such Assignor (without recourse and without any
representation or warranty) such of the Collateral as is then being (or has
been) so sold or released and as may be in the possession of the Collateral
Agent and has not theretofore been released pursuant to this Agreement.

            (c) At any time that an Assignor desires that the Collateral Agent
take any action to acknowledge or give effect to any release of Collateral
pursuant to the foregoing Section 10.8(a) or (b), such Assignor shall deliver to
the Collateral Agent a certificate signed by

<PAGE>

                                                                     Exhibit I
                                                                        Page 27

a principal executive officer of such Assignor stating that the release of the
respective Collateral is permitted pursuant to Section 10.8(a) or (b).

            10.9 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A set of counterparts
executed by all the parties hereto shall be lodged with each Assignor and the
Collateral Agent.

            10.10 SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

            10.11 THE COLLATERAL AGENT. The Collateral Agent will hold in
accordance with this Agreement all items of the Collateral at any time received
under this Agreement. It is expressly understood and agreed that the obligations
of the Collateral Agent as holder of the Collateral and interests therein and
with respect to the disposition thereof, and otherwise under this Agreement, are
only those expressly set forth in this Agreement and in Section 12 of the Credit
Agreement. The Collateral Agent shall act hereunder and thereunder on the terms
and conditions set forth herein and in Section 12 of the Credit Agreement.

            10.12 BENEFIT OF AGREEMENT. This Agreement shall be binding upon the
parties hereto and their respective successors and assigns and shall inure to
the benefit of and be enforceable by each of the parties hereto and its
successors and assigns.
            10.13 ADDITIONAL ASSIGNORS. It is understood and agreed that any
Subsidiary of the Borrower that is required to execute a counterpart of this
Agreement after the date hereof pursuant to the Credit Agreement shall become an
Assignor hereunder by executing a counterpart hereof and delivering the same to
the Collateral Agent.

                                      * * *



<PAGE>
                                                                     Exhibit I
                                                                       Page 28


            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered by their duly authorized officers as of the date first
above written.

ADDRESS:

7777 Washington Village Drive          DAYTON SUPERIOR CORPORATION,
Suite 130                                as an Assignor
Dayton, OH 45459
Attention: President                   By /s/ John A. Ciccarelli
Telephone: (937) 428-6368                -------------------------------
Telecopier: (973) 428-9560                Title: President


4260 Westbrook Drive                   DUR-O-WAL, INC.,
Suite 120                                as an Assignor
Aurora, IL 60504
Attention: President
Telephone: (630) 851-8400              By /s/ John A. Ciccarelli
Telecopier: (630) 854-0500               -------------------------------
                                          Title: President


200 East Touhy Avenue                  SYMONS CORPORATION,
Des Plaines, IL 60018                    as an Assignor
Attention: President
Telephone: (847) 298-3200
Telecopier: (847) 635-9287             By /s/ John A. Ciccarelli
                                         -------------------------------
                                           Title: President

Accepted and Agreed to:


BANKERS TRUST COMPANY,
  as Assignee, Collateral Agent


By /s/ Susan L. Le Fevre
  ----------------------------
    Title:  Director





<PAGE>





                                                              ANNEX A
                                                                 to
                                                         SECURITY AGREEMENT
                                                         ------------------


                       SCHEDULE OF CHIEF EXECUTIVE OFFICES
                           AND OTHER RECORD LOCATIONS



I.    DAYTON SUPERIOR CORPORATION:

      7777 Washington Village Drive
      Suite 130
      Dayton, OH  45459

II.   SYMONS CORPORATION:

      200 East Touhy Avenue
      Des Plaines, IL

III.  DUR-O-WAL, INC.:

      4260 Westbrook Drive
      Suite 120
      Aurora, IL

<PAGE>




                                                              ANNEX B
                                                                 to
                                                         SECURITY AGREEMENT
                                                         ------------------


                  SCHEDULE OF INVENTORY AND EQUIPMENT LOCATIONS

ASSIGNOR                                  LOCATION

I.    Dayton Superior Corporation

                                          1900 Wilson
                                          Parsons, KS

                                          530 Madison Avenue (Centralia)
                                          Junction City, IL

                                          402 South First Street
                                          Oregon, IL

                                          721 Richard Street
                                          Miamisburg, OH

                                          County Road 113
                                          Rushsylvania, OH

                                          5025 Easton Road
                                          St. Joseph, MO

                                          298 Keystone Drive
                                          Bethlehem, PA

                                          3 Horne Drive, PO Box 409
                                          Folcroft, PA

                                          55 North Pine Street
                                          Tremont, PA

                                          1421 Hildegarde Drive
                                          Birmingham, AL

                                          580 Elm Street
                                          Helena, AL

                                          1201 Mohave Road
                                          Parker, AZ

                                          530 E. Dyer Road
                                          Santa Ana, CA

<PAGE>


                                          9415 Sorenson Avenue
                                          Santa Fe Springs, CA

                                          4975 Pontiac Street
                                          Commerce City, CO

                                          6625 N. Washington Street
                                          Denver, CO

                                          1887 Central Florida Parkway
                                          Orlando, FL

                                          9745 NW 80th Avenue
                                          Hialeah Gardens, FL

                                          670 Great Southwest Parkway
                                          Atlanta, GA

                                          2150B South Route 45-52
                                          Kankakee, IL

                                          30 Manning Road
                                          Billercia, MA

                                          7777 Washington Village Drive
                                          Dayton, OH

                                          2564 Kohnle Drive
                                          Miamisburg, OH

                                          1202 Avenue T
                                          Grand Prairie, TX

                                          6417 Toledo
                                          Houston, TX

                                          1000 Lofland Drive
                                          Waxahachie, TX

                                          500 South Lander Street
                                          Seattle, WA

                                          742 Boul. Industriel, Suite 104
                                          Blainville Que, Canada

                                          396 Attwell Drive
                                          Rexdale, Ontario Canada

II.   Symons Corporation

                                          6665 N. Washington Street
                                          Denver, CO

<PAGE>

                                          150 Bryan Road
                                          Dania, FL

                                          200 East Touhy Avenue
                                          Des Plaines, IL

                                          1112 East Airline Highway
                                          La Place, LA

                                          7053 Brookdale Drive
                                          Elkridge, MD

                                          1010 Hutton Drive
                                          Carrollton, TX

                                          1989 Peachleaf
                                          Houston, TX

                                          1155 Church Hill Drive
                                          New Braunfels, TX

                                          511 E. Mohave
                                          Phoenix, AZ

                                          3447 Investment Blvd., Suite 5
                                          Hayward, CA

                                          722 S. Parriott Place
                                          Industry, CA

                                          8280 Utica
                                          Rancho Cucamonga, CA

                                          880 Thorpe Road
                                          Orlando, FL

                                          2219 Lithonia Industrial Blvd
                                          Lithonia, GA

                                          591 River Road
                                          Silver Grove, KY

                                          9301 Penn Avenue South
                                          Bloomington, MN

                                          6000 Old Pineville Road
                                          Charlotte, NC

                                          1550 Highway 70 W
                                          Clayton, NC

                                          203 Swing Road
                                          Greensboro, NC

<PAGE>

                                          509 Gurley's Mill Road
                                          Princeton, NC

                                          2049 Corporate Drive
                                          Wilmington, NC

                                          400 Max Court
                                          Henderson, NV

                                          6415 Plaster Mill Road
                                          Victor, NY

                                          200 King Manor Drive
                                          King of Prussia, PA

                                          4201 Grand Avenue
                                          Neville Island, PA

                                          1361 Stockholder Avenue
                                          Myrtle Beach, SC

                                          5071 Rivers Avenue
                                          North Charleston, SC

                                          8406 Earle Road, Suite A
                                          Mechanicsville, VA

                                          N11 W 24651 Silvernail Road
                                          Pewaukee, WI

                                          70 Golden Drive
                                          Coquitlam, British Columbia

                                          5423B Portage Avenue
                                          Headingley, Manitoba

III.  Dur-O-Wal

                                          625 Crane Street
                                          Aurora, IL

                                          601 North Point
                                          Baltimore, MD

                                          829 34th Street North
                                          Birmingham, AL

                                          3213-15-17 8th Avenue North
                                          Birmingham, AL

                                          213 South Alma School Road
                                          Mesa, AZ

<PAGE>

                                          4260 Westbrook Drive, Suite 120
                                          Aurora, IL


<PAGE>


                                                              ANNEX C
                                                                 to
                                                         SECURITY AGREEMENT
                                                         ------------------

                     SCHEDULE OF TRADE AND FICTITIOUS NAMES
I.  TRADE NAMES
(name in square brackets indicates division using the trade name)

   Concrete Accessories Inc. [Symons Corporation]
   Richmond Screw Anchor [Symons Corporation]
   Dayton Superior Construction Chemicals [Dayton Superior Corporation]
   America Highway Technology [Dayton Superior Corporation]
   Robert Screw Products [Dayton Superior Corporation]
   Secure [Dayton Superior Corporation]


II.  FICTITIOUS NAMES
   Cempro




<PAGE>




                                                              ANNEX D
                                                                 to
                                                         SECURITY AGREEMENT
                                                         ------------------

                           DAYTON SUPERIOR CORPORATION
                               SYMONS CORPORATION
                                 DUR-O-WAL, INC.


                            INDEX OF TRADEMARK LISTS


  1 . . .     DAYTON SUPERIOR CORPORATION/RICHMOND SCREW ANCHOR CO. TRADEMARKS.

  2 . . .     SYMONS CORPORATION TRADEMARKS.

  3 . . .     DUR-O-WAL, INC. TRADEMARKS.

  4 . . .     TRADEMARK APPLICATIONS/REGISTRATIONS FOUND WHICH ARE OWNED BY
              OTHER PARTIES.



<PAGE>



                                                             TRADEMARK LIST #1

    DAYTON SUPERIOR CORPORATION (INCLUDES MARKS WHEREIN RICHMOND SCREW ANCHOR
                         COMPANY IS THE OWNER OF RECORD)
                                   TRADEMARKS


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------
                                                       APPLICATION NO.   REGISTRATION NO.
        TRADEMARK          COUNTRY        STATUS           AND DATE          AND DATE            COMMENTS
------------------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>               <C>              <C>                                    <C>
AMERICAN HIGHWAY             US     allowed - intent  75/121051                           Int'l. Class(es) 6,
TECHNOLOGY                          to use            6/18/96                             17, 19, 37
------------------------------------------------------------------------------------------------------------------
GYRO TILT PLUS               US     published         75/413784                           Int'l. Class(es) 6
                                                      1/05/98
------------------------------------------------------------------------------------------------------------------
DAYTON SUPERIOR              US     registered        73/399517         1287643           Int'l. Class(es) 6;
                                                      10/01/82          7/31/84           Security Interest in
                                                                                          favor of Bank One
                                                                                          recorded 11/6/97
------------------------------------------------------------------------------------------------------------------
DAYTON SUPERIOR              US     registered        75/138973         2158144           Int'l. Class(es) 2, 3,
                                                      7/24/96           5/19/98           19
------------------------------------------------------------------------------------------------------------------
S                            US     expired           72/383292         0941224           Classes unavailable
                                                      2/08/71           8/22/72
------------------------------------------------------------------------------------------------------------------
SURE-GRIP                    US     registered        74/161032         1768658           Int'l. Class(es) 19
                                                      4/26/91           5/04/93
------------------------------------------------------------------------------------------------------------------
A                            US     registered        73/643458         1452916           Int'l. Class(es) 6
                                                      1/28/87           8/18/87
------------------------------------------------------------------------------------------------------------------
C                            US     registered        73/641698         1453913           Int'l. Class(es) 6
                                                      1/28/87           8/25/87
------------------------------------------------------------------------------------------------------------------
LEVELAYER                    US     registered        73/543931         1397671           Int'l. Class(es) 19
                                                      6/19/85           6/17/86
------------------------------------------------------------------------------------------------------------------
DAY-CHEM                     US     registered        73/284292         1177246           Int'l. Class(es) 19
                                                      11/03/80          11/10/81
------------------------------------------------------------------------------------------------------------------
SWIFT LIFT                   US     registered        73/028742         1009108           Int'l. Class(es) 6
                                                      8/05/74           4/22/75
------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                       APPLICATION NO.   REGISTRATION NO.
        TRADEMARK          COUNTRY        STATUS           AND DATE          AND DATE            COMMENTS
------------------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>               <C>              <C>                <C>
TWIST-LIFT                   US     registered        72/291787         0880316           Int'l. Class(es) 6
                                                      2/23/68           11/11/69
------------------------------------------------------------------------------------------------------------------
JAHN                         US     registered        72/264561         0846110           Int'l. Class(es) 19
                                                      2/13/67           3/19/68
------------------------------------------------------------------------------------------------------------------
RAPI-TIES                    US     registered        72/180151         0784682           Int'l. Class(es) 19
                                                      10/10/63          2/09/65
------------------------------------------------------------------------------------------------------------------
CRETE CURE                   US     registered        72/452142         0982189           Int'l. Class(es) 1
                                                      3/21/73           4/16/74
------------------------------------------------------------------------------------------------------------------
GASKET-LOCK                  US     registered        72/301271         0889203           Int'l. Class(es) 19
                                                      6/24/68           4/07/70
------------------------------------------------------------------------------------------------------------------
SURE-GRIP                    US     registered        72/205043         0798721           Int'l. Class(es) 19
                                                      10/29/64          11/16/65
------------------------------------------------------------------------------------------------------------------
JAHN                         US     registered        72/149581         0751913           Int'l. Class(es) 6
                                                      7/23/62           7/02/63
------------------------------------------------------------------------------------------------------------------
HEXAGON LOGO                 US     abandoned         75/135891                           Int'l. Class(es) 1, 6
                                                      7/18/96
------------------------------------------------------------------------------------------------------------------
DAYTON/RICHMOND              US     pending           75/892,252
                                                      1/7/00
------------------------------------------------------------------------------------------------------------------
GYRO TILT PLUS               US     registered        413,784           2,301,428
                                                      1/5/98            12/21/99
------------------------------------------------------------------------------------------------------------------
MAXI-LIFT                    US     registered        73/287993         1200183           Int'l. Class 7
                                                      1/07/81           7/06/82
                                                                                          Symons assigned a
                                                                                          security interest to
                                                                                          third party 11/06/97
------------------------------------------------------------------------------------------------------------------
TYSCRU                       US     registered        71/419125         0371282           Int'l. Class 19
                                                      5/05/39           9/19/39
                                                                                          Symons assigned a
                                                                                          security interest to
                                                                                          third party 11/06/97
------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                       APPLICATION NO.   REGISTRATION NO.
        TRADEMARK          COUNTRY        STATUS           AND DATE          AND DATE            COMMENTS
------------------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>               <C>              <C>                <C>
TYWEDGE                      US     registered        72/126178         0751853           Int'l. Class 19
                                                      8/17/61           6/25/63
                                                                                          Symons assigned a
                                                                                          security interest to
                                                                                          third party 11/06/97
------------------------------------------------------------------------------------------------------------------
RICHMOND SCREW ANCHOR        US     registered        72/162664         0759042           Int'l. Class 1
CO., INC. INSIST ON                                   2/13/63           10/29/63
RICHMOND                                                                                  Symons assigned a
 . . .                                                                                     security interest to
                                                                                          third party 11/06/97
------------------------------------------------------------------------------------------------------------------
RICHMOND SNAP-TYS            US     expired           71/653397         0594423           Int'l. Class 19
                                                      9/18/53           8/31/54
                                                                                          Symons assigned a
                                                                                          security interest to
                                                                                          third party 11/06/97
------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                                                             TRADEMARK LIST #2

                               SYMONS CORPORATION
                                   TRADEMARKS


------------------------------------------------------------------------------------------------------------------
                                                       APPLICATION NO.   REGISTRATION NO.
        TRADEMARK          COUNTRY        STATUS           AND DATE          AND DATE            COMMENTS
------------------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>               <C>              <C>                <C>
MAX-A-FORM                   US     registered        74/561867         1912991           Int'l. Class(es) 6
                                                      8/15/94           8/22/95
------------------------------------------------------------------------------------------------------------------
QUAD CURE                    US     registered        74/561866         1954371           Int'l. Class(es) 1
                                                      8/15/94           2/06/96
------------------------------------------------------------------------------------------------------------------
GYRO LIFT                    US     registered        73/746256         1538915           Int'l. Class(es) 6
                                                      8/15/88           5/16/89
------------------------------------------------------------------------------------------------------------------
FLEX-FORM                    US     registered        73/676415         1481622           Int'l. Class(es) 19
                                                      8/03/87           3/22/88
------------------------------------------------------------------------------------------------------------------
SYMONS DURA-TEX              US     registered        73/559936         1401206           Int'l. Class(es) 19;
                                                      9/24/85           7/15/86           Security Interest
                                                                                          recorded in favor of
                                                                                          Bank One on 11/6/99
------------------------------------------------------------------------------------------------------------------
FRP MULTI KOTE               US     registered        73/415760         1290610           Int'l. Class(es) 1
                                                      3/04/83           8/21/84
------------------------------------------------------------------------------------------------------------------
S                            US     registered        73/397574         1280346           Int'l. Class(es) 1, 3,
                                                      9/30/82           6/05/84           6, 7, 8, 17, 19
------------------------------------------------------------------------------------------------------------------
ELASTOTEX                    US     registered        73/415314         1273527           Int'l. Class(es) 19
                                                      2/28/83           4/10/84
------------------------------------------------------------------------------------------------------------------
THRIFT KOTE                  US     registered        73/389613         1277614           Int'l. Class(es) 1
                                                      9/27/82           5/15/84
------------------------------------------------------------------------------------------------------------------
DXB PLY                      US     registered        73/369541         1246389           Int'l. Class(es) 19
                                                      6/14/82           7/26/83
------------------------------------------------------------------------------------------------------------------
DECK-A-MATIC                 US     registered        73/366415         1246846           Int'l. Class(es) 6
                                                      5/24/82           8/02/83
------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                       APPLICATION NO.   REGISTRATION NO.
        TRADEMARK          COUNTRY        STATUS           AND DATE          AND DATE            COMMENTS
------------------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>               <C>              <C>                <C>
RESI-CHEM                    US     registered        73/335067         1246732           Int'l. Class(es) 2
                                                      11/02/81          8/02/83
------------------------------------------------------------------------------------------------------------------
SYMONS                       US     registered        73/314790         1254958           Int'l. Class(es) 1, 3,
                                                      6/15/81           10/25/83          6, 8, 17, 19; Security
                                                                                          Interest in favor of
                                                                                          Bank One recorded
                                                                                          11/6/97
------------------------------------------------------------------------------------------------------------------
MAX-A-PLY                    US     registered        73/233405         1157317           Int'l. Class(es) 19
                                                      10/01/79          6/09/81
------------------------------------------------------------------------------------------------------------------
STEEL-PLY                    US     registered        73/157401         1100771           Int'l. Class(es) 19
                                                      2/02/78           8/29/78
------------------------------------------------------------------------------------------------------------------
SPANFORM                     US     expired           73/056403         1039675           Int'l. Class(es) 17
                                                      6/27/75           5/18/76
------------------------------------------------------------------------------------------------------------------
SPRINGFORM                   US     registered        73/056402         1038505           Int'l. Class(es) 19
                                                      6/27/75           4/27/76
------------------------------------------------------------------------------------------------------------------
BEAMFORM                     US     expired           73/056401         1039674           Int'l. Class(es) 17
                                                      6/27/75           5/18/76
------------------------------------------------------------------------------------------------------------------
DOMEFORM                     US     expired           73/056400         1056079           Int'l. Class(es) 19
                                                      6/27/75           1/11/77
------------------------------------------------------------------------------------------------------------------
MAX-A-FORM                   US     expired           72/401920         0956779           Int'l. Class(es) 19
                                                      9/03/71           4/10/73
------------------------------------------------------------------------------------------------------------------
QUAD CURE                    US     expired           72/395660         0950189           Int'l. Class(es) 1
                                                      6/23/71           1/09/73
------------------------------------------------------------------------------------------------------------------
MAGIC KOTE                   US     registered        72/104341         0728771           Int'l. Class(es) 1
                                                      9/12/60           3/20/62
------------------------------------------------------------------------------------------------------------------
SYMONS STEEL-PLY FORM        US     expired           72/008036         0656240           Int'l. Class(es)12
                                                      5/09/56           12/24/57
------------------------------------------------------------------------------------------------------------------
VERSIFORM                    US     registered        72/449879         0981820           Int'l. Class(es) 6, 19
                                                      2/26/73           4/09/74
------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                       APPLICATION NO.   REGISTRATION NO.
        TRADEMARK          COUNTRY        STATUS           AND DATE          AND DATE            COMMENTS
------------------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>               <C>              <C>                <C>
FORM-FIX                     US     registered        72/244267         0826701           Int'l. Class(es) 19
                                                      4/25/66           4/04/67
------------------------------------------------------------------------------------------------------------------
S                            US     registered        72/139695         0745290           Int'l. Class(es) 19
                                                      3/12/62           2/19/63
------------------------------------------------------------------------------------------------------------------
S                            US     registered        72/135920         0760829           Int'l. Class(es) 37
                                                      1/16/62           11/26/63
------------------------------------------------------------------------------------------------------------------
MAGIC KOTE                   US     registered        72/104,341        728,771           Int'l. Class(es) 1
                                                      9/12/60           3/20/62
------------------------------------------------------------------------------------------------------------------


-------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

         TRADEMARK          COUNTRY   APPLN. NO.  FILING DATE    REG.       REG.               COMMENTS
                                                                 NO.        DATE
-------------------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>           <C>        <C>                   <C>
SAFETY LOGO - 1995         US        00000001     0/0/0                             No registration found
-------------------------------------------------------------------------------------------------------------------


-------------------------------------------------------------------------------------------------------------------
SYMONS and Design          US                                0692658     2/09/60    No registration found.
-------------------------------------------------------------------------------------------------------------------
SYMONS MAG-PLY FORM and    US                                0656239     12/24/57   No registration found.
Design
-------------------------------------------------------------------------------------------------------------------
SYMONS WOOD-PLY FORM and   US                                0656238     12/24/57   No registration found.
Design
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                  ----------------------------------------------------------------------------
                        TRADEMARK                             COMMENTS
                  ----------------------------------------------------------------------------
<S>                                      <C>
                  ACTION KOTE(TM)         Nothing found.
                  ----------------------------------------------------------------------------
                  CURE & HARD(TM)         Nothing found.
                  ----------------------------------------------------------------------------
                  DESIGN-CRETE(TM)        Registrations owned by other parties found.
                                       See Trademark List #4.
                  ----------------------------------------------------------------------------
                  DURA-TEX(R)            Registrations owned by other parties found.
                                       See Trademark List #4.
                  ----------------------------------------------------------------------------
                  GLIDE RACK           Nothing found.
                  ----------------------------------------------------------------------------
                  LINER KOTE           Nothing found.
                  ----------------------------------------------------------------------------
                  MAXI-WALER           Nothing found.
                  ----------------------------------------------------------------------------
                  QUICK-HOOK (TM)      Registrations owned by other parties found.
                  HANDLE               See Trademark List #4.
                  ----------------------------------------------------------------------------
                  RESCON(R)              Registrations owned by other parties found.
                                       See Trademark List #4.
                  ----------------------------------------------------------------------------
                  RESI-PLY(TM)            Nothing found.
                  ----------------------------------------------------------------------------
                  SILVER PREP(TM)         Nothing found.
                  ----------------------------------------------------------------------------
                  SKY-LIFT(TM)            Nothing found.
                  ----------------------------------------------------------------------------
                  SPEC-CURE            Nothing found.
                  ----------------------------------------------------------------------------
                  SPRAY-RITE           Registrations owned by other parties found.
                                       See Trademark List #4.
                  ----------------------------------------------------------------------------
                  GR                   Registrations owned by other parties found.
                                       See Trademark List #4.
                  ----------------------------------------------------------------------------
                  DAYTON and Design    Registrations owned by other parties found.
                                       See Trademark List #4.
                  ----------------------------------------------------------------------------
                  STREETSMART(TM)         Registrations owned by other parties found.
                                       See Trademark List #4.
                  ----------------------------------------------------------------------------
                  SYMONS SILVER(TM)       Nothing found.
                  ----------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                             TRADEMARK LIST #3

                                 DUR-O-WAL, INC.
                                   TRADEMARKS

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------
                                                       APPLICATION NO.   REGISTRATION NO.
        TRADEMARK          COUNTRY        STATUS           AND DATE          AND DATE            COMMENTS
------------------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>               <C>               <C>               <C>
DUR-O-PAIR "GELCRETE"        US     pending -         75/744805                           Int'l. Class(es) 1
                                    intent to use     7/07/99
------------------------------------------------------------------------------------------------------------------
SPLICE-RITE 150              US     pending -         75/658983                           Int'l. Class(es) 6
                                    intent to use     3/12/99
------------------------------------------------------------------------------------------------------------------
SURE-STAY                    US     pending -         75/611099                           Int'l. Class(es) 6
                                    intent to use     12/22/98
------------------------------------------------------------------------------------------------------------------
SURE-STRESS                  US     pending -         75/611092                           Int'l. Class(es) 6
                                    intent to use     12/22/98
------------------------------------------------------------------------------------------------------------------
DUR-O-WEB                    US     registered        73/262400         1239157           Int'l. Class(es) 6
                                                      5/16/80           5/24/83
------------------------------------------------------------------------------------------------------------------
DUR-O-EYE                    US     registered        73/125185         1082553           Int'l. Class(es) 19
                                                      5/02/77           1/17/78
------------------------------------------------------------------------------------------------------------------
LADUR-EYE                    US     registered        73/125184         1082552           Int'l. Class(es)19
                                                      5/02/77           1/17/78
------------------------------------------------------------------------------------------------------------------
DUR-O-WAL                    US     registered        71/629826         0574351           Int'l. Class(es) 6;
                                                      5/16/52           5/12/53           security interest in
                                                                                          favor of Bank One
                                                                                          recorded 1/27/94;
                                                                                          record shows security
                                                                                          interests to Parker
                                                                                          Petrie, Inc. and Bay
                                                                                          Street Restaurants,
                                                                                          Inc. that may be
                                                                                          erroneous.
------------------------------------------------------------------------------------------------------------------
LADUR TYPE                   US     registered        72/074165         0696623           Int'l. Class(es) 6
                                                      5/20/59           4/26/60
------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                       APPLICATION NO.   REGISTRATION NO.
        TRADEMARK          COUNTRY        STATUS           AND DATE          AND DATE            COMMENTS
------------------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>               <C>               <C>               <C>
RAPID                        US     registered        72/070992         0689737           Int'l. Class(es) 17, 19
                                                      4/07/59           12/15/59
------------------------------------------------------------------------------------------------------------------
BRACE-RITE                   US     pending           75/904,390
                                                      1/27/00
------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>


                                                             TRADEMARK LIST #4

  TRADEMARKS IDENTIFIED IN THE INFORMATION PROVIDED BY THE CLIENT FOR WHICH NO
                      APPLICATIONS/REGISTRATIONS WERE FOUND

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------
                      COUNTRY   APPLN. NO.    REG. NO.            INT'L. CLASSES/
     TRADEMARK          AND      AND DATE     AND DATE                 GOODS                          OWNER
                      STATUS
-----------------------------------------------------------------------------------------------------------------------
<S>                 <C>        <C>          <C>         <C>                                 <C>
DAYTON and Design** US         73/065891    1057112     racquets for tennis, badminton and  Dayton Racquet Company
                    expired    10/14/75     1/25/77     racquetball                         Inc.
                                                                                            Dayton, OH
-----------------------------------------------------------------------------------------------------------------------
SPRAY-RITE          US         75/637527                Int'l. Class 7 / machines for       Robert D. Sawyer
                    pending    2/10/99                  spraying coatings                   Oak Creek, WI
-----------------------------------------------------------------------------------------------------------------------
STREETSMART         US         74/437732    1859450     Int'l. Class 6 / fabricated metal   JWI, Inc.
                    registered 9/20/93      10/25/94    structures and metal site           Holland, MI
                                                        furnishings; namely, canopies,
                                                        pedestrian shelters . . .
-----------------------------------------------------------------------------------------------------------------------
DESIGN-CRETE        US         75/044871    2064699     Int'l. Class 37 / installation of   Jerry A. Offenberger
                    registered 1/18/96      5/27/97     decorative concrete driveways,      Marietta, OH
                                                        walkways . . .
-----------------------------------------------------------------------------------------------------------------------
RESCON              US         73/578449    1440618     Int'l. Class 19 / structural foamed R.S.L. Woodworking
                    canceled   1/21/86      5/26/87     [SIC] building products, namely     Products Company
                                                        building entrances comprising doors Cardiff, NJ
                                                        . . .
-----------------------------------------------------------------------------------------------------------------------
DURA-TEX            US         73/369242    1275894     Int'l. Class 9 / outer husks sold   K&H Industries Inc.
                    registered 6/11/82      5/01/84     as a component part of electrical   Angola, NY
                                                        plugs and connectors . . .
-----------------------------------------------------------------------------------------------------------------------
DURA-TEX            US         72/283823    1184864     Int'l. Class 24 / carded-web fabric Fibertech Group, Inc.
                    registered 10/29/80     1/06/82     of polypropylene                    Charleston, NC
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

----------
      *This Trademark Registration No. was specifically identified by the
       client.

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
<S>                <C>         <C>          <C>         <C>                                 <C>
DURA-TEX            US         73/127230    1120557     Int'l. Class 24 / non-woven fabric  Fibertech Group, Inc.
                    registered 5/19/77      6/19/79     of polyester fibers                 Charleston, NC
-----------------------------------------------------------------------------------------------------------------------
                      COUNTRY   APPLN. NO.    REG. NO.            INT'L. CLASSES/
     TRADEMARK          AND      AND DATE     AND DATE                 GOODS                          OWNER
                      STATUS
-----------------------------------------------------------------------------------------------------------------------
DURA-TEX            US         72/374874    0926714     Int'l. Class 27 / vinyl             Duron, Inc.
                    expired    10/30/70     1/11/72     wallcoverings and wallpaper         Beltsville, MD
-----------------------------------------------------------------------------------------------------------------------
DURA-TEX            US         71/641460    0584166     Int'l. Class 3 / self-polishing wax Sterling Winthrop Inc.
                    expired    1/28/53      12/29/53    . . .                               Delaware
-----------------------------------------------------------------------------------------------------------------------
DURA-TEX            US         71/678083    0612898     Int'l. Class 19 / ceramic tile      Aztec Ceramics Corporation
                    expired    12/10/54     9/27/55                                         SanAntonio, TX
-----------------------------------------------------------------------------------------------------------------------
GR                  US         74/100804    1692441     Int'l. Class 7 / ceramic coatings   Sulzer Escher Wyss. Inc.
                    registered 9/27/90      6/09/92     for paper machine rolls             Middletown, OH
-----------------------------------------------------------------------------------------------------------------------
GR                  US         73/473397    1347037     Int'l. Class 1 / hydrotreating      W.R. Grace & Co.
                    registered 4/02/84      7/09/85     catalyst used in refining crude oil New York, NY
-----------------------------------------------------------------------------------------------------------------------
GR                  US         73/350674    1254335     Int'l. Class 7 / reducers, motor    Rossi Motoriduttori S.p.A.
                    registered 2/17/82      10/18/83    reducers, motor variators,          Italy
                                                        transmission couplings for machines
-----------------------------------------------------------------------------------------------------------------------
GR                  US         72/461047    0991578     Int'l. Class 19 / tombstones        Keith Monument Company
                    registered 6/22/73      8/20/74                                         Elizabethtown, KY
-----------------------------------------------------------------------------------------------------------------------
GR                  US         72/242124    0843520     Int'l. Class 19 / refractory brick  General Refractories
                    registered 3/29/66      2/06/68                                         Company
                                                                                            Philadelphia, PA
-----------------------------------------------------------------------------------------------------------------------
GR                  US         72/142633    0746885     Int'l. Class 9 / standard units of  General Radio Company
                    registered 4/19/62      3/19/63     resistance, inductance and          West Concord, MA
                                                        capacitance for use in electric
                                                        measuring circuits . . .
-----------------------------------------------------------------------------------------------------------------------
GR                  US         72/142632    0746850     Int'l. Class 9 / electrical         General Radio Company
                    registered 4/19/62      3/19/63     apparatus; namely; audio and radio  West Concord, MA
                                                        generators . . .
-----------------------------------------------------------------------------------------------------------------------
GR                  US         71/153208    0155972     Int'l. Classes 7 & 11 / air and gas Griscom-Russell Company
                    registered 9/22/21      6/13/22     compressors, vapor condensers . . . New York, NY
-----------------------------------------------------------------------------------------------------------------------
GR                  US         71/149183    0154038     Int'l. Class 11 / oil heaters, oil  Griscom-Russell Company
                    registered 6/15/21      4/04/22     and gas water heaters . . .         New York, NY
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------
<S>                <C>         <C>          <C>         <C>                                 <C>
GR                  US         75/595099                Int'l. Class 1 / heat transfer      Paratherm Corporation
                    pending    11/27/98                 fluids which are biodegradable,     Conshohocken, PA
                                                        inorganic . . .
-----------------------------------------------------------------------------------------------------------------------
                      COUNTRY   APPLN. NO.    REG. NO.            INT'L. CLASSES/
     TRADEMARK          AND      AND DATE     AND DATE                 GOODS                          OWNER
                      STATUS
-----------------------------------------------------------------------------------------------------------------------
GR                  US         75/489857                Int'l. Classes 9 & 41/ printed      GenRad, Inc.
                    pending    5/20/98                  circuit board and integrated        Westford, MA
                                                        circuit testers. . .; educational
                                                        services, namely, conducting
                                                        conferences . . .
-----------------------------------------------------------------------------------------------------------------------
GR                  US         75/450727                Int'l. Classes 9 & 41/ printed      GenRad, Inc.
                    pending    3/16/98                  circuit board and integrated        Westford, MA
                                                        circuit testers. . .; educational
                                                        services, namely, conducting
                                                        conferences . . .
-----------------------------------------------------------------------------------------------------------------------
QUICK HOOK          US         75/019728    2086423     Int'l. Class 28 / fish hooks        Jesse Burns
                    registered 11/02/95     8/05/97                                         Las Vegas, NV
-----------------------------------------------------------------------------------------------------------------------
QUICK HOOK          US         74/465714    1922929     Int'l. Class 18 / luggage           Samsonite Corporation
                    registered 12/06/93     9/26/95                                         Denver, CO
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>



                                                              ANNEX E
                                                                 to
                                                         SECURITY AGREEMENT
                               SCHEDULE OF PATENTS
I.    DAYTON SUPERIOR CORPORATION/RICHMOND SCREW ANCHOR PATENTS.

II.   SYMONS CORPORATION/SYMONS CONCRETE FORMS, INC. PATENTS.

III.  DUR-O-WAL, INC. PATENTS.

<PAGE>




                                                                PATENT LIST #1

         DAYTON SUPERIOR CORPORATION (INCLUDES PATENTS WHEREIN RICHMOND
                  SCREW ANCHOR COMPANY IS THE OWNER OF RECORD)

                                 ISSUED PATENTS

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
                  TITLE                   COUNTRY     PATENT NO.   ISSUE DATE  COMMENTS
-------------------------------------------------------------------------------------------------------------
<S>                                      <C>        <C>           <C>          <C>
QUICK CONNECT REBAR SPLICE                    US    5,967,691     10/19/99
-------------------------------------------------------------------------------------------------------------
KNEE BRACE BRACKET FOR TILT-UP                US     5,943,830    08/31/99
CONSTRUCTION
-------------------------------------------------------------------------------------------------------------
CONCRETE SANDWICH PANEL ERECTION ANCHOR       US    5,857,296     01/12/99
-------------------------------------------------------------------------------------------------------------
STRONGBACK ATTACHMENT SYSTEM                  US    5,572,838     11/12/96
-------------------------------------------------------------------------------------------------------------
CONCRETE FORM TIE WEDGE                       US    5,351,456     10/04/94
-------------------------------------------------------------------------------------------------------------
CONCRETE FORM SNAP TIE                        US    5,050,365     09/24/91
-------------------------------------------------------------------------------------------------------------
DEVICE AND METHOD FOR HOUSING A STEEL         US    4,984,401     01/15/91
REINFORCEMENT IN AN AREA WHERE JOINTS ARE
MADE BETWEEN FIRST AND SUBSEQUENTLY
POURED CONCRETE STRUCTURES
-------------------------------------------------------------------------------------------------------------
LOAD TRANSFER ASSEMBLY                        US    4,883,385     11/28/89
-------------------------------------------------------------------------------------------------------------
ADJUSTABLE HANGER                             US    4,846,433     07/11/89

-------------------------------------------------------------------------------------------------------------
RECESS PLUG FOR PRECAST CONCRETE PANELS       US    4,807,843     02/28/89

-------------------------------------------------------------------------------------------------------------
APPARATUS FOR CASTING AN ANCHOR IN A          US    4,726,562     02/23/88
CONCRETE UNIT
-------------------------------------------------------------------------------------------------------------
APPARATUS FOR LIFTING CONCRETE PANELS         US    RE 33,881     04/14/92
                                              US    4,700,979     10/20/87
-------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
                  TITLE                   COUNTRY     PATENT NO.   ISSUE DATE  COMMENTS
-------------------------------------------------------------------------------------------------------------
<S>                                         <C>     <C>           <C>          <C>
METHOD AND APPARATUS FOR HOT FORMING A        US    4,473,738     09/25/84
POLYGONAL HEAD ON A SNAP TIE ROD
-------------------------------------------------------------------------------------------------------------
APPARATUS FOR ERECTING CONCRETE WALL          US    4,417,425     11/29/83
PANELS
-------------------------------------------------------------------------------------------------------------
SWIVEL HOLD-DOWN DEVICE                       US    4,251,047     02/17/81
-------------------------------------------------------------------------------------------------------------
REINFORCING BAR SUPPORT                       US    4,132,045     01/02/79
-------------------------------------------------------------------------------------------------------------
CAVITY FORMING PLUG FOR COIL INSERT IN        US    4,084,780     04/18/78
CONCRETE PRODUCT
-------------------------------------------------------------------------------------------------------------
FILLER PLUG FOR COIL INSERT IN CONCRETE       US    4,074,499     02/21/78
SLAB OR PANEL
-------------------------------------------------------------------------------------------------------------
METHOD FOR RELEASING TILT-UP PANEL            US    4,056,912     11/08/77
HOISTING MEMBER
-------------------------------------------------------------------------------------------------------------
TIE ROD HOLE PLUG IN COMBINATION WITH A       US    4,016,696     04/12/77
WALL HOLE
-------------------------------------------------------------------------------------------------------------
SPLIT BOLT                                    US    3,943,817     03/16/76
-------------------------------------------------------------------------------------------------------------
SPLIT BOLT                                    US    3,922,946     12/02/75
-------------------------------------------------------------------------------------------------------------
CONCRETE SLAB PICK-UP UNIT                    US    4,368,914     1/18/83      This patent was not provided
                                                                               by the client.  It was
                                                                               located in a World Patent
                                                                               Index search for patents
                                                                               assigned to Dayton Superior
                                                                               Corporation.  However, the
                                                                               USPTO records indicate
                                                                               Superior Concrete
                                                                               Accessories, Inc. (San
                                                                               Diego, CA) as the owner.
-------------------------------------------------------------------------------------------------------------
QUICK CONNECT REBAR SPLICE                    US    5,967,691     10/19/99
-------------------------------------------------------------------------------------------------------------
KNEE BRACE BRACKET FOR TILT UP                US    5,943,830     8/31/99
CONSTRUCTION
-------------------------------------------------------------------------------------------------------------
                  TITLE                   COUNTRY     PATENT NO.   ISSUE DATE  COMMENTS
-------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
<S>                                        <C>      <C>          <C>           <C>
WELDED CONCRETE REINFORCEMENT BARS            US    5,491,941     2/20/96       Assigned to Symons
                                                                               Corporation d/b/a Richmond
                                                                               Screw Anchor Company;
                                                                               Assignment recorded as an
                                                                               assignment to Richmond Screw
                                                                               Anchor Company
-------------------------------------------------------------------------------------------------------------
COMBINATION MECHANICAL/GROUT SLEEVE           US    5,383,740     1/24/95
COUPLING FOR CONCRETE REINFORCEMENT BARS
-------------------------------------------------------------------------------------------------------------
STRONGBACK ATTACHMENT SYSTEM                  US    5,212,920     5/25/93
-------------------------------------------------------------------------------------------------------------
COUPLING FOR CONCRETE REINFORCEMENT BARS      US    5,152,118     10/06/92
-------------------------------------------------------------------------------------------------------------
SETTING HOIST ANCHORS IN POURED CONCRETE      US    4,888,922     12/26/89
STRUCTURES
-------------------------------------------------------------------------------------------------------------
HOIST COUPLING                                US    4,671,554     6/09/87
-------------------------------------------------------------------------------------------------------------
REBAR SPLICING AND ANCHORING                  US    4,619,096     10/28/86
-------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                           PENDING PATENT APPLICATIONS
                      NOT PUBLIC RECORD. UNABLE TO VERIFY.

-------------------------------------------------------------------------------------------------------------
                  TITLE                    COUNTRY    APPLN. NO.   FILING DATE           COMMENTS
-------------------------------------------------------------------------------------------------------------
<S>                                          <C>    <C>           <C>          <C>
ANCHOR POSITIONING INSERT                     US    09/213,211    12/17/98     Same as below?
-------------------------------------------------------------------------------------------------------------
A BASE ADAPTED FOR SUPPORTING AN ANCHOR       US    00/00/00                   Only information provided by
                                                                               client.
-------------------------------------------------------------------------------------------------------------
CONCRETE VOID FORMER AND COOPERATING COVER    US    60/128,349    4/8/99
-------------------------------------------------------------------------------------------------------------
CONCRETE VOID FORMER AND COOPERATING COVER    US    09/544,746    4/7/00
-------------------------------------------------------------------------------------------------------------
KNEE BRACE BRACKET FOR TILT-UP                US    09/291,219    4/13/00
CONSTRUCTION
-------------------------------------------------------------------------------------------------------------
CONCRETE ANCHOR                               US    29/118,169    2/4/00
-------------------------------------------------------------------------------------------------------------
CONCRETE ANCHOR INCLUDING AN ELLIPTICAL       US    29/118,168    2/4/00
BASE
-------------------------------------------------------------------------------------------------------------
CONCRETE ANCHOR INCLUDING A PENTAGONAL        US    29/118,230    2/4/00
BASE
-------------------------------------------------------------------------------------------------------------
CONCRETE ANCHOR INCLUDING A HEXAGONAL BASE    US    29/118,171    2/4/00
-------------------------------------------------------------------------------------------------------------
CONCRETE ANCHOR INCLUDING AN OCTAGONAL        US    29/118,170    2/4/00
BASE
-------------------------------------------------------------------------------------------------------------
QUICK CONNECT REBAR SPLICE                    US    09/321,146    5/27/99
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
QUICK CONNECT REBAR SPLICE                    US    09/321,147    5/27/99
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
WELDED CONCRETE REINFORCEMENT BARS            US    08/753,810    12/02/96     Not public record.  Unable
                                                                               to verify.
-------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>


                                                                PATENT LIST #2


                               SYMONS CORPORATION
                       ISSUED PATENTS/PENDING APPLICATIONS

                              I. ISSUED PATENTS

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
                 TITLE                    COUNTRY    PATENT NO.    ISSUE DATE            COMMENTS
-------------------------------------------------------------------------------------------------------------
<S>                                       <C>      <C>           <C>           <C>
SAND JACK APPARATUS                         US     5,816,562     10/06/98
-------------------------------------------------------------------------------------------------------------
CONCRETE FORM WITH SAFETY BAR               US     5,707,539     01/13/98      Indicated as "963938" in
                                                                               client's information.
-------------------------------------------------------------------------------------------------------------
PILASTER FORM                               US      5,656,193    08/12/97
-------------------------------------------------------------------------------------------------------------
CONCRETE FORMING CHAMFER STRIP              US     5,616,271      04/01/97
-------------------------------------------------------------------------------------------------------------
CONCRETE FORM AND SELF-CONTAINED WALER      US     5,562,845     10/08/96
CLAMP ASSEMBLY
-------------------------------------------------------------------------------------------------------------
SCAFFOLD BRACKET                            US     5,316,253     05/31/94

-------------------------------------------------------------------------------------------------------------
SLAB JOINT SYSTEM AND APPARATUS FOR          US    5,261,635     11/16/93
JOINING CONCRETE SLABS IN SIDE-BY-SIDE
RELATION
-------------------------------------------------------------------------------------------------------------
CONCRETE POURING FORM SYSTEM FOR BRIDGE     US     5,104,089     4/14/92       This patent was listed on
OVERHANG DECKS                                                                 the list provided by the
                                                                               client.  It was also
                                                                               identified in a World Patent
                                                                               Index search for patents
                                                                               assigned to Symons.
                                                                               However, the USPTO records
                                                                               indicate Landes Company Inc.
                                                                               as the owner.  Patent No.
                                                                               5,083,739, which is a
                                                                               divisional of this Patent,
                                                                               is owned by Symons.
-------------------------------------------------------------------------------------------------------------
                 TITLE                    COUNTRY    PATENT NO.    ISSUE DATE            COMMENTS
-------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
<S>                                        <C>     <C>           <C>          <C>
CONCRETE FORM SUPPORT BRACKET FOR           US     5,083,739     01/28/92      This patent is a divisional
BRIDGE OVERHANG DECKS                                                          of Serial No. 417,744, now
                                                                               U.S. Patent No. 5,104,089
                                                                               (which USPTO records
                                                                               indicate is still owned by
                                                                               Landes Company Inc.).
-------------------------------------------------------------------------------------------------------------
OUTSIDE BAY ADAPTER FOR A CONCRETE          US     5,044,601     09/03/91
FORMING SYSTEM
-------------------------------------------------------------------------------------------------------------
WALER BRACKET FOR CONCRETE FORMING          US     5,039,059     08/13/91
STRUCTURE
-------------------------------------------------------------------------------------------------------------
BOX CULVERT TRAVELER FOR USE WITH           US     4,930,937     06/05/90
CONCRETE FORMING SYSTEMS
-------------------------------------------------------------------------------------------------------------
CONCRETE FORMING SYSTEM FOR CURVED WALLS    US     4,915,345     04/10/90


-------------------------------------------------------------------------------------------------------------
MULTI-PANELLED CONCRETE FORMING             US     4,553,729     11/19/85
STRUCTURE FOR FORMING FLAT CURVED WALLS
-------------------------------------------------------------------------------------------------------------
CONCRETE FORMING STRUCTURE HAVING A         US     4,465,257     08/14/84
DOUBLE HINGE FILLER
-------------------------------------------------------------------------------------------------------------
CONCRETE FORM STRUCTURE INCLUDING           US     4,463,925     08/07/84
ONE-WAY ESCAPE HINGE
-------------------------------------------------------------------------------------------------------------
ADJUSTABLE LONG BOLT                        US     4,433,826     02/28/84

-------------------------------------------------------------------------------------------------------------
DOUBLE-HINGE CORNER FOR A CONCRETE          US     4,418,884     12/06/83
FORMING STRUCTURE
-------------------------------------------------------------------------------------------------------------
TRANSITION BOLT FOR CLAMPING TOGETHER       US     4,235,560     11/25/80
THE SIDE RAILS OF CONCRETE WALL FORM
PANELS OR THE LIKE
-------------------------------------------------------------------------------------------------------------
ATTACHMENT FOR ANCHORING A SAFETY BELT      US     4,228,986     10/21/80

-------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
                 TITLE                    COUNTRY    PATENT NO.    ISSUE DATE            COMMENTS
-------------------------------------------------------------------------------------------------------------
<S>                                        <C>     <C>           <C>            <C>
SAFETY KEY AND LOCKING MEANS THEREFOR       US     4,210,306     07/01/80
FOR USE WITH CONCRETE WALL FORM PANELS
-------------------------------------------------------------------------------------------------------------
ADJUSTABLE SHORING APPARATUS                US     4,106,256     08/15/78

-------------------------------------------------------------------------------------------------------------
FASTENING MEANS FOR A LOAD-BEARING          US     4,102,108     07/25/78
STRUCTURE
-------------------------------------------------------------------------------------------------------------
LEG BRACE ASSEMBLY FOR ADJUSTABLE           US     4,102,096     07/25/78
SHORING APPARATUS
-------------------------------------------------------------------------------------------------------------
MULTI-PURPOSE CONCRETE FORMWORK             US     4,070,845     01/31/78
STRUCTURAL MEMBER WITH NOVEL FACILITIES
FOR EXTENDING THE EFFECTIVE LENGTH
THEREOF
-------------------------------------------------------------------------------------------------------------
INSIDE CONCRETE COREWALL FORM WITH          US     4,055,321     10/25/77
PARTICULAR THREE-WAY HINGE ASSEMBLIES
THEREFOR
-------------------------------------------------------------------------------------------------------------
METHOD AND MEANS FOR SUPPORTING AN          US     4,043,087     08/23/77
ELEVATED CONCRETE WALL PANEL FROM
-------------------------------------------------------------------------------------------------------------
FLYING DECK-TYPE CONCRETE FORM              US     4,036,466     07/19/77
INSTALLATION
-------------------------------------------------------------------------------------------------------------
CONCRETE FORMWORK INCLUDING I-BEAM          US     4,034,957     07/12/77
SUPPORT
-------------------------------------------------------------------------------------------------------------
COMPOSITE CONCRETE WALL FORM UNIT WITH      US     4,030,694     06/21/77
A SPECIAL TRANSITION BOLT
-------------------------------------------------------------------------------------------------------------
INVERTABLE, MULTI-PURPOSE STRUCTURAL        US     4,030,266     06/21/77
CLAMP
-------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>


<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
<S>                                      <C>       <C>           <C>            <C>
REPAIR SLEEVE FOR A MARINE PILE AND         US     4,023,374     05/17/77
METHOD OF APPLYING THE SAME
-------------------------------------------------------------------------------------------------------------
                 TITLE                    COUNTRY    PATENT NO.    ISSUE DATE            COMMENTS
-------------------------------------------------------------------------------------------------------------
SPREADER CLIP ASSEMBLY FOR A CONCRETE       US     3,981,476     09/21/76
WALL FROM
-------------------------------------------------------------------------------------------------------------
SPREADER BAR ASSEMBLY FOR A CONCRETE        US     3,972,501     08/03/76
WALL FORM
-------------------------------------------------------------------------------------------------------------
SHE-BOLT TYPE GRIPPER DEVICE FOR             US    3,965,543     06/29/76
CONCRETE WALL FORM TIE RODS OF
INDETERMINATE LENGTH
-------------------------------------------------------------------------------------------------------------
LATCH-EQUIPPED, SHE-BOLT GRIPPER DEVICE     US     3,965,542     06/29/76
FOR A CONCRETE WALL FROM TIE ROD
-------------------------------------------------------------------------------------------------------------
ARTICULATED CONCRETE COLUMN FORM WITH       US     3,917,216     11/04/75
NOVEL CORNER FASTENING DEVICE
-------------------------------------------------------------------------------------------------------------
SHE-BOLT TYPE GRIPPER DEVICE FOR A          US     3,910,546     10/07/75
CONCRETE WALL FORM TIE ROD
-------------------------------------------------------------------------------------------------------------
BRACE LOCK ASSEMBLY FOR SCAFFOLDING         US     3,867,043     02/18/75

-------------------------------------------------------------------------------------------------------------
REMOVABLE GUARD RAIL ASSEMBLY AND           US     3,863,900     02/04/75
STANCHION BRACKET THEREFOR
-------------------------------------------------------------------------------------------------------------
COLUMN-MOUNTED SHORING BRACKET ASSEMBLY     US     3,863,878      02/04/75
FOR OVERHEAD FORMWORK
-------------------------------------------------------------------------------------------------------------
TRACTION HEAD FOR A COLUMN-MOUNTED          US     3,863,877      02/04/75
SHORING BRACKET
-------------------------------------------------------------------------------------------------------------
DISTRIBUTING CONVEYOR SYSTEM FOR A          US     3,863,783     02/04/75
ROTARY CONCRETE MIXING OR OTHER TRUCK
-------------------------------------------------------------------------------------------------------------
COLUMN-MOUNTED SHORING BRACKET ASSEMBLY     US     3,843,084     10/22/74
FOR OVERHEAD FORMWORK
-------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
                 TITLE                    COUNTRY    PATENT NO.    ISSUE DATE            COMMENTS
-------------------------------------------------------------------------------------------------------------
<S>                                       <C>      <C>           <C>            <C>
POWER-ACTUATED DISTRIBUTING CONVEYOR        US     3,828,949     08/13/74
SYSTEM FOR A READY-MIX CONCRETE TRUCK
-------------------------------------------------------------------------------------------------------------
RELEASABLE METAL SCAFFOLDING CONNECTOR      US     3,807,884     04/30/74
-------------------------------------------------------------------------------------------------------------
CONCRETE WALL FORM TIE ROD ASSEMBLY         US     3,785,610     01/15/74
WITH TWIST-OFF SPACER MEMBERS
-------------------------------------------------------------------------------------------------------------
TOEBOARD CLAMP FOR STEEL SCAFFOLDING        US     3,785,602     01/15/74
-------------------------------------------------------------------------------------------------------------
DOME-SUPPORTING SHORE ASSEMBLY FOR A        US     3,771,756     11/13/73
CONCRETE CEILING SLAB FORM
-------------------------------------------------------------------------------------------------------------
DISTRIBUTING CONVEYOR SYSTEM FOR A          US     3,768,784     10/30/73
ROTARY CONCRETE MIXING OR OTHER TRUCK
-------------------------------------------------------------------------------------------------------------
GROOVE-FORMING PATTERN ASSEMBLY FOR A       US     3,754,729     08/28/73
CONCRETE WALL FORM STRUCTURE
-------------------------------------------------------------------------------------------------------------
THREE-PIECE CLAMP ASSEMBLY FOR THE          US     3,751,081     08/07/73
BRACES OF SCAFFOLDING
-------------------------------------------------------------------------------------------------------------
HYDRAULIC TURNTABLE                         US     3,743,223      07/03/73
-------------------------------------------------------------------------------------------------------------
ELECTRICAL HOIST CONTROL SYSTEM             US     3,735,221     05/22/73
-------------------------------------------------------------------------------------------------------------
ADJUSTABLE BULKHEAD FOR A CONCRETE WALL     US     3,731,902     05/08/73
FORM
-------------------------------------------------------------------------------------------------------------
SELF-CONTAINED WALER CLAMP FOR CONCRETE     US     3,724,806     04/03/73
WALL FORM
-------------------------------------------------------------------------------------------------------------
WALER CLAMPING ASSEMBLY FOR A CONCRETE      US     3,712,576     01/23/73
WALL FORM
-------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
                 TITLE                    COUNTRY    PATENT NO.    ISSUE DATE            COMMENTS
-------------------------------------------------------------------------------------------------------------
<S>                                       <C>      <C>           <C>            <C>
SCAFFOLD-SUPPORTING BRACKET FOR A           US     3,698,680     10/17/72
CONCRETE WALL FORM
-------------------------------------------------------------------------------------------------------------
CONCRETE WALL FORM INSTALLATION WITH        US     3,690,613     09/12/72
PARTICULAR TIE ROD SECURING MEANS
THEREFOR
-------------------------------------------------------------------------------------------------------------
REINFORCED CONCRETE WALL FORM PANEL         US     3,661,354     05/09/72
-------------------------------------------------------------------------------------------------------------
SELF-CONTAINED WALER CLAMP ASSEMBLY FOR     US     3,655,162     04/11/72
CONCRETE WALL FORM
-------------------------------------------------------------------------------------------------------------
TIE ROD AND CONE ASSEMBLY FOR A             US     3,653,628     04/04/72
CONCRETE WALL FORM
-------------------------------------------------------------------------------------------------------------
CONCRETE CEILING SLAB FORM INSTALLATION     US     3,647,173     03/07/72
AND DOME-SUPPORTING SHORE ASSEMBLY
THEREFOR
-------------------------------------------------------------------------------------------------------------
SELF-CONTAINED WALER CLAMP ASSEMBLY FOR     US     3,584,829     06/15/71
CONCRETE WALL FORM
-------------------------------------------------------------------------------------------------------------
CONCRETE WALL FORM WITH WALER CLAMP         US     3,584,827     06/15/71
ASSEMBLY
-------------------------------------------------------------------------------------------------------------
BRIDGE OVERHANG SUPPORT BRACKET             US     D 323,716     02/04/92
-------------------------------------------------------------------------------------------------------------
BRACKET FOR CONCRETE FORMS                  US     D 317 250     06/04/91
-------------------------------------------------------------------------------------------------------------
CONCRETE POURING FORM SYSTEM FOR BRIDGE     US     5,104,089     4/14/92       Landes Company Inc.
OVERHANG DECKS
-------------------------------------------------------------------------------------------------------------
METHOD OF ASSEMBLING A CONCRETE FORM        US     4,996,770     3/05/91       Economy Forms Corporation
BRACE                                              (Re-examined)               Des Moines, IA
-------------------------------------------------------------------------------------------------------------
APPARATUS FOR STRIPPING CONCRETE FORMS      US     4,873,738     10/17/89      CFC Fabrication Corporation
FROM BRIDGE STRUCTURES                                                         Chattanooga, TN
-------------------------------------------------------------------------------------------------------------
STRUCTURAL BEAM FOR CONCRETE FORM           US     D 325,261     4/07/92       Wilian Holding Company
SYSTEMS                                            (Re-examined)               Des Moines, IA
-------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>


                     II. SYMONS PENDING PATENT APPLICATIONS
                      NOT PUBLIC RECORD. UNABLE TO VERIFY.

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
                 TITLE                    COUNTRY    APPLN. NO.   FILING DATE            COMMENTS
-------------------------------------------------------------------------------------------------------------
<S>                                      <C>       <C>           <C>            <C>
CONCRETE FORMING CHAMFER STRIP              US     08/271059     7/05/94
-------------------------------------------------------------------------------------------------------------
CONCRETE FORM STACKING SYSTEM               US     08/431788     5/01/95
-------------------------------------------------------------------------------------------------------------
CONCRETE FORM STACKING SYSTEM WITH          US     08/681283     7/22/96
ADJUSTABLE LATCHES
-------------------------------------------------------------------------------------------------------------
CONCRETE FORM WITH SAFETY BAR               US     08/935609     9/23/97
-------------------------------------------------------------------------------------------------------------
CONCRETE FORM WALER BRACKET                 US     09/350770     7/09/99
-------------------------------------------------------------------------------------------------------------
OVER THE TOP HINGED STABILITY BEAM AND      US     60/183,488    2/18/00
METHOD OF USING THE SAME
-------------------------------------------------------------------------------------------------------------
GANGED OVERHANG FORM SYSTEM AND METHOD      US     60/183399     2/18/00
OF USING THE SAME
-------------------------------------------------------------------------------------------------------------
FORM FOR CONCRETE COLUMNS                   US     09/507329     2/18/00
-------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>



                                                               PATENT LIST # 3

                                 DUR-O-WAL, INC.

                                I. ISSUED PATENTS

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
                   TITLE                    COUNTRY    PATENT NO.   ISSUE DATE            COMMENTS
-------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>          <C>          <C>
REMEDIAL WALL ANCHOR SYSTEM                     US    5,644,889    07/08/97
-------------------------------------------------------------------------------------------------------------
VENEER WALL ANCHOR SYSTEM                       US    4,869,038    9/26/89

-------------------------------------------------------------------------------------------------------------
DAPPED END REINFORCEMENT ASSEMBLY FOR           US     4,612,751   09/23/86
PRECAST PRESTRESSED CONCRETE MEMBERS
-------------------------------------------------------------------------------------------------------------
APERTURED CHANNEL VENEER ANCHOR                 US    4,606,163    08/19/86

-------------------------------------------------------------------------------------------------------------
ANCHOR FOR MASONRY VENEER                       US    4,596,102    06/24/86
-------------------------------------------------------------------------------------------------------------
</TABLE>


      II. PENDING PATENT APPLICATIONS. NOT PUBLIC RECORD. UNABLE TO VERIFY.

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
                 TITLE                    COUNTRY    APPLN. NO.   FILING DATE            COMMENTS
-------------------------------------------------------------------------------------------------------------
<S>                                       <C>        <C>            <C>         <C>
REINFORCEMENT BAR SUPPORT SYSTEM            US       09/016,495     1/30/98
-------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>




                                                               ANNEX F
                                                                 to
                                                         SECURITY AGREEMENT


                             SCHEDULE OF COPYRIGHTS

I.  Dayton Superior Corporation

Registration Number           Publication Date        Copyright Title
-------------------           ----------------        ---------------


NONE

II.  [Other Assignors]

Registration Number           Publication Date        Copyright Title
-------------------           ----------------        ---------------

NONE

<PAGE>



                                                               ANNEX G
                                                                 to
                                                            SECURITY AGREEMENT


                           GRANT OF SECURITY INTEREST
                           IN UNITED STATES TRADEMARKS

            FOR GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of
which are hereby acknowledged, [Name of Grantor], a __________ corporation (the
"Grantor") with principal offices at ____________________________, hereby
assigns and grants to Bankers Trust Company, as Collateral Agent, with principal
offices at 130 Liberty Street, New York, New York 10006 (the "Grantee"), a
security interest in (i) all of the Grantor's right, title and interest in and
to the United States trademarks, trademark registrations and trademark
applications (the "Marks") set forth on Schedule A attached hereto, (ii) all
Proceeds (as such term is defined in the Security Agreement referred to below)
and products of the Marks, (iii) the goodwill of the businesses with which the
Marks are associated and (iv) all causes of action arising prior to or after the
date hereof for infringement of any of the Marks or unfair competition regarding
the same.

            THIS GRANT is made to secure the satisfactory performance and
payment of all the Obligations of the Grantor, as such term is defined in the
Security Agreement among the Grantor, the other assignors from time to time
party thereto and the Grantee, dated as of June 16, 2000 (as amended from time
to time, the "Security Agreement"). Upon the occurrence of the Termination Date
(as defined in the Security Agreement), the Grantee shall, upon such
satisfaction, execute, acknowledge, and deliver to the Grantor an instrument in
writing releasing the security interest in the Marks acquired under this Grant.

            This Grant has been granted in conjunction with the security
interest granted to the Grantee under the Security Agreement. The rights and
remedies of the Grantee with respect to the security interest granted herein are
as set forth in the Security Agreement, all terms and provisions of which are
incorporated herein by reference. In the event that any provisions of this Grant
are deemed to conflict with the Security Agreement, the provisions of the
Security Agreement shall govern.

                                    * * *
<PAGE>

                                                               ANNEX G
                                                                 to
                                                            SECURITY AGREEMENT

            IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the ____ day of _________, ____.

                                    [NAME OF GRANTOR], Grantor



                                    By___________________________
                                      Name:
                                      Title:



                                    BANKERS TRUST COMPANY,
                                      as Collateral Agent, Grantee


                                    By___________________________
                                      Name:
                                      Title:



<PAGE>


                                                               ANNEX G
                                                                 to
                                                       SECURITY AGREEMENT


STATE OF __________     )
                        )  ss.:
COUNTY OF __________    )



            On this ____ day of _________, ____, before me personally came
________ _________________ who, being by me duly sworn, did state as follows:
that [s]he is _______________ of [Name of Grantor], that [s]he is authorized to
execute the foregoing Grant on behalf of said corporation and that [s]he did so
by authority of the Board of Directors of said corporation.

                                                _________________________
                                                       Notary Public



<PAGE>


                                                               ANNEX G
                                                                 to
                                                            SECURITY AGREEMENT


STATE OF __________     )
                        )  ss.:
COUNTY OF __________    )



            On this ____ day of _________, ____, before me personally came
________ _____________________ who, being by me duly sworn, did state as
follows: that [s]he is __________________ of Bankers Trust Company that [s]he is
authorized to execute the foregoing Grant on behalf of said corporation and that
[s]he did so by authority of the Board of Directors of said corporation.

                                                ____________________________
                                                         Notary Public



<PAGE>


                                                               ANNEX G
                                                                 to
                                                            SECURITY AGREEMENT



                                                                    SCHEDULE A



MARK                                REG. NO.          REG. DATE
----                                --------          ---------






<PAGE>



                                                             ANNEX H
                                                                 to
                                                       SECURITY AGREEMENT


                           GRANT OF SECURITY INTEREST
                            IN UNITED STATES PATENTS

            FOR GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of
which are hereby acknowledged, [Name of Grantor], a __________ corporation (the
"Grantor") with principal offices at ____________________________, hereby
assigns and grants to Bankers Trust Company, as Collateral Agent, with principal
offices at 130 Liberty Street, New York, New York 10006 (the "Grantee"), a
security interest in (i) all of the Grantor's right, title and interest in and
to the United States patents (the "Patents") set forth on Schedule A attached
hereto, (ii) all Proceeds (as such term is defined in the Security Agreement
referred to below) and products of the Patents, and (iii) all causes of action
arising prior to or after the date hereof for infringement of any of the Patents
or unfair competition regarding the same.

            THIS GRANT is made to secure the satisfactory performance and
payment of all the Obligations of the Grantor, as such term is defined in the
Security Agreement among the Grantor, the other assignors from time to time
party thereto and the Grantee, dated as of June 16, 2000 (as amended from time
to time, the "Security Agreement"). Upon the occurrence of the Termination Date
(as defined in the Security Agreement), the Grantee shall, upon such
satisfaction, execute, acknowledge, and deliver to the Grantor an instrument in
writing releasing the security interest in the Patents acquired under this
Grant.

            This Grant has been granted in conjunction with the security
interest granted to the Grantee under the Security Agreement. The rights and
remedies of the Grantee with respect to the security interest granted herein are
as set forth in the Security Agreement, all terms and provisions of which are
incorporated herein by reference. In the event that any provisions of this Grant
are deemed to conflict with the Security Agreement, the provisions of the
Security Agreement shall govern.

                                      * * *



<PAGE>


                                                               ANNEX H
                                                                 to
                                                            SECURITY AGREEMENT



            IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the ____ day of _________, ____.

                                    [NAME OF GRANTOR], Grantor



                                    By___________________________
                                      Name:
                                      Title:



                                    BANKERS TRUST COMPANY,
                                      as Collateral Agent, Grantee


                                    By___________________________
                                      Name:
                                      Title:



<PAGE>


                                                             ANNEX H
                                                                 to
                                                       SECURITY AGREEMENT

STATE OF __________     )
                        )  ss.:
COUNTY OF __________    )



            On this ____ day of _________, ____, before me personally came
________ _________________ who, being by me duly sworn, did state as follows:
that [s]he is _______________ of [Name of Grantor], that [s]he is authorized to
execute the foregoing Grant on behalf of said corporation and that [s]he did so
by authority of the Board of Directors of said corporation.

                                                _____________________________
                                                        Notary Public



<PAGE>


                                                               ANNEX H
                                                                 to
                                                            SECURITY AGREEMENT


STATE OF __________     )
                        )  ss.:
COUNTY OF __________    )



            On this ____ day of _________, ____, before me personally came
________ _____________________ who, being by me duly sworn, did state as
follows: that [s]he is __________________ of Bankers Trust Company that [s]he is
authorized to execute the foregoing Grant on behalf of said corporation and that
[s]he did so by authority of the Board of Directors of said corporation.

                                                _____________________________
                                                         Notary Public



<PAGE>


                                                               ANNEX H
                                                                 to
                                                            SECURITY AGREEMENT

                                                                    SCHEDULE A



PATENT                              PATENT NO.        ISSUE DATE
------                              ----------        ----------


<PAGE>


                                                             ANNEX I
                                                                 to
                                                       SECURITY AGREEMENT

                           GRANT OF SECURITY INTEREST
                           IN UNITED STATES COPYRIGHTS




            WHEREAS, [Name of Grantor], a _______________ corporation (the
"Grantor"), having its chief executive office at __________________________,
________________, is the owner of all right, title and interest in and to the
United States copyrights and associated United States copyright registrations
and applications for registration set forth in Schedule A attached hereto;

            WHEREAS, BANKERS TRUST COMPANY, as Collateral Agent, having its
principal offices at 130 Liberty Street, New York, New York 10006 (the
"Grantee"), desires to acquire a security interest in said copyrights and
copyright registrations and applications therefor; and

            WHEREAS, the Grantor is willing to assign to the Grantee, and to
grant to the Grantee a security interest in and lien upon the copyrights and
copyright registrations and applications therefor described above.

            NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, and subject to the terms and conditions of the
Security Agreement, dated as of June 16, 2000, made by the Grantor, the other
assignors from time to time party thereto and the Grantee (as amended from time
to time, the "Security Agreement"), the Assignor hereby assigns to the Grantee
as collateral security, and grants to the Grantee a security interest in, the
copyrights and copyright registrations and applications therefor set forth in
Schedule A attached hereto.

            This Grant has been granted in conjunction with the security
interest granted to the Grantee under the Security Agreement. The rights and
remedies of the Grantee with respect to the security interest granted herein are
as set forth in the Security Agreement, all terms and provisions of which are
incorporated herein by reference. In the event that any provisions of this Grant
are deemed to conflict with the Security Agreement, the provisions of the
Security Agreement shall govern.



<PAGE>


                                                               ANNEX I
                                                                 to
                                                            SECURITY AGREEMENT

            Executed at __________, __________, the __ day of _________, ____.

                                    [NAME OF GRANTOR], as Grantor


                                    By__________________________
                                      Name:
                                      Title:



                                    BANKERS TRUST COMPANY, as
                                      Collateral Agent, Grantee


                                    By__________________________
                                      Name:
                                      Title:



<PAGE>


                                                               ANNEX I
                                                                 to
                                                            SECURITY AGREEMENT


STATE OF __________     )
                        )  ss.:
COUNTY OF __________    )



            On this __ day of _________, ____, before me personally came
___________ _______________, who being duly sworn, did depose and say that [s]he
is ___________________ of [Name of Grantor], that [s]he is authorized to execute
the foregoing Grant on behalf of said corporation and that [s]he did so by
authority of the Board of Directors of said corporation.

                                          __________________________
                                                 Notary Public



<PAGE>


                                                               ANNEX I
                                                                 to
                                                            SECURITY AGREEMENT


STATE OF __________     )
                        )  ss.:
COUNTY OF __________    )



            On this ____ day of _________, ____, before me personally came
________ _____________________ who, being by me duly sworn, did state as
follows: that [s]he is __________________ of Bankers Trust Company that [s]he is
authorized to execute the foregoing Grant on behalf of said corporation and that
[s]he did so by authority of the Board of Directors of said corporation.

                                                ____________________________
                                                        Notary Public



<PAGE>


                                                               ANNEX I
                                                                 to
                                                            SECURITY AGREEMENT

                                                                    SCHEDULE A



                                 U.S. COPYRIGHTS

      REGISTRATION               PUBLICATION
        NUMBERS                      DATE             COPYRIGHT TITLE
      ------------               -----------          ---------------






<PAGE>

                                TABLE OF CONTENTS



ARTICLE I  SECURITY INTERESTS................................................2

      1.1  Grant of Security Interests.......................................2
      1.2  Power of Attorney.................................................2

ARTICLE II  GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS................3

      2.1  Necessary Filings.................................................3
      2.2  No Liens..........................................................3
      2.3  Other Financing Statements........................................3
      2.4  Chief Executive Office, Record Locations..........................3
      2.5  Location of Inventory and Equipment...............................4
      2.6  Recourse..........................................................4
      2.7  Trade Names; Change of Name.......................................4

ARTICLE III  SPECIAL PROVISIONS CONCERNING RECEIVABLES;
            CONTRACT RIGHTS; INSTRUMENTS; CHATTEL PAPER......................5

      3.1  Additional Representations and Warranties.........................5
      3.2  Maintenance of Records............................................5
      3.3  Direction to Account Debtors; Contracting Parties; etc............5
      3.4  Modification of Terms; etc........................................6
      3.5  Collection........................................................6
      3.6  Instruments.......................................................6
      3.7  Assignors Remain Liable Under Receivables.........................6
      3.8  Assignors Remain Liable Under Contracts...........................7
      3.9  Further Actions...................................................7

ARTICLE IV  SPECIAL PROVISIONS CONCERNING TRADEMARKS.........................7

      4.1  Additional Representations and Warranties.........................7
      4.2  Licenses and Assignments..........................................8
      4.3  Infringements.....................................................8
      4.4  Preservation of Marks.............................................8
      4.5  Maintenance of Registration.......................................8
      4.6  Future Registered Marks...........................................8
      4.7  Remedies..........................................................8

ARTICLE V  SPECIAL PROVISIONS CONCERNING PATENTS,
            COPYRIGHTS AND TRADE SECRETS.....................................9

      5.1  Additional Representations and Warranties.........................9
      5.2  Licenses and Assignments..........................................9
      5.3  Infringements.....................................................9
      5.4  Maintenance of Patents or Copyright..............................10

<PAGE>

      5.5  Prosecution of Patent Applications...............................10
      5.6  Other Patents and Copyrights.....................................10
      5.7  Remedies.........................................................10

ARTICLE VI  PROVISIONS CONCERNING ALL COLLATERAL............................10

      6.1  Protection of Collateral Agent's Security........................10
      6.2  Warehouse Receipts Non-Negotiable................................11
      6.3  Further Actions..................................................11
      6.4  Financing Statements.............................................11

ARTICLE VII  REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT...................11

      7.1  Remedies; Obtaining the Collateral Upon Default..................11
      7.2  Remedies; Disposition of the Collateral..........................13
      7.3  Waiver of Claims.................................................13
      7.4  Application of Proceeds..........................................14
      7.5  Remedies Cumulative..............................................16
      7.6  Discontinuance of Proceedings....................................16

ARTICLE VIII  INDEMNITY.....................................................17

      8.1  Indemnity........................................................17
      8.2  Indemnity Obligations Secured by Collateral; Survival............18

ARTICLE IX  DEFINITIONS.....................................................18


ARTICLE X  MISCELLANEOUS....................................................23

      10.2  Waiver; Amendment...............................................23
      10.3  Obligations Absolute............................................24
      10.4  Successors and Assigns..........................................24
      10.5  Headings Descriptive............................................24
      10.6  Governing Law...................................................24
      10.7  Assignor's Duties...............................................24
      10.8  Termination; Release............................................24
      10.9  Counterparts....................................................25
      10.10  Severability...................................................25
      10.11  The Collateral Agent...........................................25
      10.12  Benefit of Agreement...........................................26
      10.13  Additional Assignors...........................................26

      ANNEX A     Schedule of Chief Executive Offices/Record Locations
      ANNEX B     Schedule of Inventory and Equipment Location
      ANNEX C     Schedule of Trade and Fictitious Names
      ANNEX D     Schedule of Marks

                                       ii
<PAGE>

      ANNEX E     Schedule of Patent
      ANNEX F     Schedule of Copyrights
      ANNEX G     Form of Grant of Security Interest in
                  United States Trademarks
      ANNEX H     Form of Grant of Security Interest in
                  United States Patents
      ANNEX I     Form of Grant of Security Interest in United States
                  Copyrights

                                      iii
<PAGE>

                                                                     EXHIBIT J
                                                       [CONFORMED AS EXECUTED]

                          FORM OF SUBSIDIARIES GUARANTY

            SUBSIDIARIES GUARANTY, dated as of June 16, 2000 (as amended,
modified or supplemented from time to time, this "Guaranty"), made by each of
the undersigned guarantors (each a "Guarantor," and together with any other
entity that becomes a guarantor hereunder pursuant to Section 26 hereof, the
"Guarantors"). Except as otherwise defined herein, capitalized terms used herein
and defined in the Credit Agreement (as defined below) shall be used herein as
therein defined.

                              W I T N E S S E T H :

            WHEREAS, Dayton Superior Corporation (the "Borrower"), the lenders
from time to time party thereto (the "Lenders"), and Bankers Trust Company, as
Administrative Agent (together with any successor administrative agent, the
"Administrative Agent"), have entered into a Credit Agreement, dated as of June
16, 2000 (as amended, modified, or supplemented from time to time, the "Credit
Agreement"), providing for the making of Loans to, and the issuance of Letters
of Credit for the account of, the Borrower as contemplated therein (the Lenders,
the Collateral Agent, the Letter of Credit Issuers and the Administrative Agent
are herein called the "Lender Creditors");

            WHEREAS, the Borrower may at any time and from time to time enter
into one or more Interest Rate Protection Agreements or Other Hedging Agreements
with one or more Lenders or any affiliate thereof (each such Lender or
affiliate, even if the respective Lender subsequently ceases to be a Lender
under the Credit Agreement for any reason, together with such Lender's or
affiliate's successors and assigns, if any, collectively, the "Other Creditors,"
and together with the Lender Creditors, the "Secured Creditors");

            WHEREAS, each Guarantor is a direct or indirect Subsidiary of the
Borrower;

            WHEREAS, it is a condition to the making of Loans to, and the
issuance of Letters of Credit for the account of, the Borrower under the Credit
Agreement that each Guarantor shall have executed and delivered this Guaranty;
and

            WHEREAS, each Guarantor will obtain benefits from the incurrence of
Loans to, and the issuance of Letters of Credit for the account of, the Borrower
under the Credit Agreement and the entering into by the Borrower of Interest
Rate Protection Agreements or Other Hedging Agreements and, accordingly, desires
to execute this Guaranty in order to satisfy the conditions described in the
preceding paragraph;

            NOW, THEREFORE, in consideration of the foregoing and other benefits
accruing to each Guarantor, the receipt and sufficiency of which are hereby
acknowledged, each Guarantor hereby makes the following representations and
warranties to the Secured Creditors and hereby covenants and agrees with each
Secured Creditor as follows:

            1. Each Guarantor, jointly and severally, irrevocably, absolutely
and unconditionally guarantees: (i) to the Lender Creditors the full and prompt
payment when due

<PAGE>

                                                                     Exhibit J
                                                                        Page 2

(whether at the stated maturity, by acceleration or otherwise) of (x) the
principal of and interest on the Notes issued by, and the Loans made to, the
Borrower under the Credit Agreement, and all reimbursement obligations and
Unpaid Drawings with respect to Letters of Credit issued under the Credit
Agreement and (y) all other obligations (including obligations which, but for
the automatic stay under Section 362(a) of the Bankruptcy Code, would become
due), liabilities and indebtedness owing by the Borrower to the Lender Creditors
under the Credit Agreement and any other Credit Document to which the Borrower
is a party (including, without limitation, indemnities, Fees and interest
thereon), whether now existing or hereafter incurred under, arising out of or in
connection with the Credit Agreement and each such other Credit Document and the
due performance and compliance by the Borrower with all of the terms, conditions
and agreements contained in all such Credit Documents (all such principal,
interest, liabilities, indebtedness and obligations being herein collectively
called the "Credit Document Obligations"); and (ii) to each Other Creditor the
full and prompt payment when due (whether at the stated maturity, by
acceleration or otherwise) of all obligations (including obligations which, but
for the automatic stay under Section 362(a) of the Bankruptcy Code, would become
due), liabilities and indebtedness owing by the Borrower under any Interest Rate
Protection Agreement and Other Hedging Agreement, whether now in existence or
hereafter arising, and the due performance and compliance by the Borrower with
all of the terms, conditions and agreements contained in the Interest Rate
Protection Agreements and Other Hedging Agreements (all such obligations,
liabilities and indebtedness being herein collectively called the "Other
Obligations," and together with the Credit Document Obligations, the "Guaranteed
Obligations"). Each Guarantor understands, agrees and confirms that the Secured
Creditors may enforce this Guaranty up to the full amount of the Guaranteed
Obligations against such Guarantor without proceeding against any other
Guarantor, the Borrower, against any security for the Guaranteed Obligations, or
under any other guaranty covering all or a portion of the Guaranteed
Obligations.

            2. Additionally, each Guarantor, jointly and severally,
unconditionally, absolutely and irrevocably, guarantees the payment of any and
all Guaranteed Obligations whether or not due or payable by the Borrower upon
the occurrence in respect of the Borrower of any of the events specified in
Section 10.05 of the Credit Agreement, and unconditionally and irrevocably,
jointly and severally, promises to pay such Guaranteed Obligations to the
Secured Creditors, or order, on demand, in legal tender of the United States.
This Guaranty shall constitute a guaranty of payment, and not of collection.

            3. The liability of each Guarantor hereunder is primary, absolute
and unconditional and is exclusive and independent of any security for or other
guaranty of the indebtedness of the Borrower whether executed by such Guarantor,
any other Guarantor, any other guarantor or by any other party, and the
liability of each Guarantor hereunder shall not be affected or impaired by any
circumstance or occurrence whatsoever, including, without limitation: (a) any
direction as to application of payment by the Borrower or by any other party,
(b) any other continuing or other guaranty, undertaking or maximum liability of
a guarantor or of any other party as to the Guaranteed Obligations, (c) any
payment on or in reduction of any such other guaranty or undertaking, (d) any
dissolution, termination or increase, decrease or change in personnel by the
Borrower, (e) any payment made to any Secured Creditor on the indebtedness which
any Secured Creditor repays the Borrower pursuant to court order in any
bankruptcy,

<PAGE>

                                                                     Exhibit J
                                                                       Page 3

reorganization, arrangement, moratorium or other debtor relief proceeding, and
each Guarantor waives any right to the deferral or modification of its
obligations hereunder by reason of any such proceeding, (f) any action or
inaction by the Secured Creditors as contemplated in Section 6 hereof or (g) any
invalidity, irregularity or unenforceability of all or any part of the
Guaranteed Obligations or of any security therefor.

            4. The obligations of each Guarantor hereunder are independent of
the obligations of any other Guarantor, any other guarantor or the Borrower, and
a separate action or actions may be brought and prosecuted against each
Guarantor whether or not action is brought against any other Guarantor, any
other guarantor or the Borrower and whether or not any other Guarantor, any
other guarantor or the Borrower be joined in any such action or actions. Each
Guarantor waives, to the fullest extent permitted by law, the benefits of any
statute of limitations affecting its liability hereunder or the enforcement
thereof. Any payment by the Borrower or other circumstance which operates to
toll any statute of limitations as to the Borrower shall operate to toll the
statute of limitations as to each Guarantor.

            5. Each Guarantor hereby waives notice of acceptance of this
Guaranty and notice of any liability to which it may apply, and waives
promptness, diligence, presentment, demand of payment, protest, notice of
dishonor or nonpayment of any such liabilities, suit or taking of other action
by the Administrative Agent or any other Secured Creditor against, and any other
notice to, any party liable thereon (including such Guarantor, any other
Guarantor, any other guarantor or the Borrower).

            6. Any Secured Creditor may at any time and from time to time
without the consent of, or notice to, any Guarantor, without incurring
responsibility to such Guarantor, without impairing or releasing the obligations
of such Guarantor hereunder, upon or without any terms or conditions and in
whole or in part:

            (a) change the manner, place or terms of payment of, and/or change
or extend the time of payment of, renew or alter, any of the Guaranteed
Obligations (including any increase or decrease in the rate of interest
thereon), any security therefor, or any liability incurred directly or
indirectly in respect thereof, and the guaranty herein made shall apply to the
Guaranteed Obligations as so changed, extended, renewed or altered;

            (b) take and hold security for the payment of the Guaranteed
Obligations and sell, exchange, release, surrender, impair, realize upon or
otherwise deal with in any manner and in any order any property by whomsoever at
any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed
Obligations or any liabilities (including any of those hereunder) incurred
directly or indirectly in respect thereof or hereof, and/or any offset
thereagainst;

            (c) exercise or refrain from exercising any rights against the
Borrower, any other Credit Party, any Subsidiary thereof or otherwise act or
refrain from acting;

            (d) release or substitute any one or more endorsers, Guarantors,
other guarantors, the Borrower or other obligors;

<PAGE>

                                                                     Exhibit J
                                                                       Page 4


            (e) settle or compromise any of the Guaranteed Obligations, any
security therefor or any liability (including any of those hereunder) incurred
directly or indirectly in respect thereof or hereof, and may subordinate the
payment of all or any part thereof to the payment of any liability (whether due
or not) of the Borrower to creditors of the Borrower other than the Secured
Creditors;

            (f) apply any sums by whomsoever paid or howsoever realized to any
liability or liabilities of the Borrower to the Secured Creditors regardless of
what liabilities of the Borrower remain unpaid;

            (g) consent to or waive any breach of, or any act, omission or
default under, any of the Interest Rate Protection Agreements or Other Hedging
Agreements, the Credit Documents or any of the instruments or agreements
referred to therein, or otherwise amend, modify or supplement any of the
Interest Rate Protection Agreements or Other Hedging Agreements, the Credit
Documents or any of such other instruments or agreements;

            (h) act or fail to act in any manner referred to in this Guaranty
which may deprive such Guarantor of its right to subrogation against the
Borrower to recover full indemnity for any payments made pursuant to this
Guaranty; and/or

            (i) take any other action which would, under otherwise applicable
principles of common law, give rise to a legal or equitable discharge of such
Guarantor from its liabilities under this Guaranty.

            7. This Guaranty is a continuing one and all liabilities to which it
applies or may apply under the terms hereof shall be conclusively presumed to
have been created in reliance hereon. No failure or delay on the part of any
Secured Creditor in exercising 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 further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein expressly specified are cumulative and not exclusive of any
rights or remedies which any Secured Creditor would otherwise have. No notice to
or demand on any Guarantor in any case shall entitle such Guarantor to any other
further notice or demand in similar or other circumstances or constitute a
waiver of the rights of any Secured Creditor to any other or further action in
any circumstances without notice or demand. It is not necessary for any Secured
Creditor to inquire into the capacity or powers of the Borrower or the officers,
directors, partners or agents acting or purporting to act on its behalf, and any
indebtedness made or created in reliance upon the professed exercise of such
powers shall be guaranteed hereunder.

            8. Any indebtedness of the Borrower now or hereafter held by any
Guarantor is hereby subordinated to the indebtedness of the Borrower to the
Secured Creditors, and such indebtedness of the Borrower to any Guarantor, if
the Administrative Agent or the Collateral Agent, after the occurrence and
during the continuance of an Event of Default, so requests, shall be collected,
enforced and received by such Guarantor as trustee for the Secured Creditors and
be paid over to the Secured Creditors on account of the indebtedness of the
Borrower to the Secured Creditors, but without affecting or impairing in any
manner the liability of such Guarantor under

<PAGE>

                                                                     Exhibit J
                                                                       Page 5

the other provisions of this Guaranty. Without limiting the generality of the
foregoing, each Guarantor hereby agrees with the Secured Creditors that it will
not exercise any right of subrogation which it may at any time otherwise have as
a result of this Guaranty (whether contractual, under Section 509 of the
Bankruptcy Code or otherwise) until all Guaranteed Obligations have been
irrevocably paid in full in cash.

            9. (a) Each Guarantor waives any right (except as shall be required
by applicable law and cannot be waived) to require the Secured Creditors to: (i)
proceed against the Borrower, any other Guarantor, any other guarantor of the
Guaranteed Obligations or any other party; (ii) proceed against or exhaust any
security held from the Borrower, any other Guarantor, any other guarantor of the
Guaranteed Obligations or any other party; or (iii) pursue any other remedy in
the Secured Creditors' power whatsoever. Each Guarantor waives any defense based
on or arising out of any defense of the Borrower, any other Guarantor, any other
guarantor of the Guaranteed Obligations or any other party other than payment in
full of the Guaranteed Obligations, including, without limitation, any defense
based on or arising out of the disability of the Borrower, any other Guarantor,
any other guarantor of the Guaranteed Obligations or any other party, or the
unenforceability of the Guaranteed Obligations or any part thereof from any
cause, or the cessation from any cause of the liability of the Borrower other
than payment in full of the Guaranteed Obligations. The Secured Creditors may,
at their election, foreclose on any security held by the Administrative Agent,
the Collateral Agent or the other Secured Creditors by one or more judicial or
nonjudicial sales, whether or not every aspect of any such sale is commercially
reasonable, or exercise any other right or remedy the Secured Creditors may have
against the Borrower or any other party, or any security, without affecting or
impairing in any way the liability of any Guarantor hereunder except to the
extent the Guaranteed Obligations have been paid in full in cash. Each Guarantor
waives any defense arising out of any such election by the Secured Creditors,
even though such election operates to impair or extinguish any right of
reimbursement or subrogation or other right or remedy of such Guarantor against
the Borrower or any other party or any security.

            (b) Each Guarantor waives all presentments, demands for performance,
protests and notices, including, without limitation, notices of nonperformance,
notices of protest, notices of dishonor, notices of acceptance of this Guaranty,
and notices of the existence, creation or incurring of new or additional
indebtedness. Each Guarantor assumes all responsibility for being and keeping
itself informed of the Borrower's financial condition and assets, and of all
other circumstances bearing upon the risk of nonpayment of the Guaranteed
Obligations and the nature, scope and extent of the risks which such Guarantor
assumes and incurs hereunder, and agrees that the Secured Creditors shall have
no duty to advise any Guarantor of information known to them regarding such
circumstances or risks.

            10. The Secured Creditors agree that this Guaranty may be enforced
only by the action of the Administrative Agent or the Collateral Agent, in each
case acting upon the instructions of the Required Lenders (or, after the date on
which all Credit Document Obligations have been paid in full, the holders of at
least the majority of the outstanding Other Obligations) and that no other
Secured Creditors shall have any right individually to seek to enforce or to
enforce this Guaranty or to realize upon the security to be granted by the
Security Documents, it

<PAGE>

                                                                     Exhibit J
                                                                       Page 6

being understood and agreed that such rights and remedies may be exercised by
the Administrative Agent or the Collateral Agent or, after all the Credit
Document Obligations have been paid in full, by the holders of at least a
majority of the outstanding Other Obligations, as the case may be, for the
benefit of the Secured Creditors upon the terms of this Guaranty and the
Security Documents. The Secured Creditors further agree that this Guaranty may
not be enforced against any director, officer, employee, partner or stockholder
of any Guarantor (except to the extent such partner or stockholder is also a
Guarantor hereunder).

            11. In order to induce the Lenders to make Loans to, and issue
Letters of Credit for the account of, the Borrower pursuant to the Credit
Agreement, and in order to induce the Other Creditors to execute, deliver and
perform the Interest Rate Protection Agreements or Other Hedging Agreements,
each Guarantor represents, warrants and covenants that:

            (a) Such Guarantor (i) is a duly organized and validly existing
corporation, partnership or limited liability company, as the case may be, in
good standing under the laws of the jurisdiction of its organization, (ii) has
the corporate, partnership or limited liability company, power and authority, as
the case may be, to own its property and assets and to transact the business in
which it is engaged and presently proposes to engage and (iii) is duly qualified
and is authorized to do business and is in good standing in each jurisdiction
where the conduct of its business requires such qualification except for
failures to be so qualified which, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

            (b) Such Guarantor has the corporate, partnership or limited
liability company, power and authority, as the case may be, to execute, deliver
and perform the terms and provisions of this Guaranty and each other Document to
which it is a party and has taken all necessary corporate, partnership or
limited liability company, action, as the case may be, to authorize the
execution, delivery and performance by it of this Guaranty and each such other
Document. Such Guarantor has duly executed and delivered this Guaranty and each
other Document to which it is a party, and this Guaranty and each such other
Document constitutes the legal, valid and binding obligation of such Guarantor
enforceable in accordance with its terms, except to the extent that the
enforceability hereof or thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws generally affecting
creditors' rights and by equitable principles (regardless of whether enforcement
is sought in equity or at law).

            (c) Neither the execution, delivery or performance by such Guarantor
of this Guaranty or any other Document to which it is a party, nor compliance by
it with the terms and provisions hereof and thereof, will (i) contravene any
provision of any applicable law, statute, rule or regulation or any applicable
order, writ, injunction or decree of any court or governmental instrumentality,
(ii) conflict with or result in any breach of any of the terms, covenants,
conditions or provisions of, or constitute a default under, or result in the
creation or imposition of (or the obligation to create or impose) any Lien
(except pursuant to the Security Documents) upon any of the property or assets
of such Guarantor or any of its Subsidiaries pursuant to the terms of any
indenture, mortgage, deed of trust, loan agreement, credit agreement, or any
other material agreement, contract or instrument to which such Guarantor or any
of its Subsidiaries is a party or by which it or any of its property or assets
is bound or to which it may be subject or (iii)

<PAGE>

                                                                     Exhibit J
                                                                       Page 7

violate any provision of the certificate of incorporation or by-laws (or
equivalent organizational documents) of such Guarantor or any of its
Subsidiaries.

            (d) No order, consent, approval, license, authorization or
validation of, or filing, recording or registration with (except as have been
obtained or made), or exemption by, any governmental or public body or
authority, or any subdivision thereof, is required to authorize, or is required
for, (i) the execution, delivery and performance of this Guaranty by such
Guarantor or any other Document to which such Guarantor is a party or (ii) the
legality, validity, binding effect or enforceability of this Guaranty or any
other Document to which such Guarantor is a party.

            (e) There are no actions, suits or proceedings pending or threatened
(i) with respect to this Guaranty or any other Document to which such Guarantor
is a party or (ii) with respect to such Guarantor that, either individually or
in the aggregate, could reasonably be expected to have a Material Adverse
Effect.

            12. Each Guarantor covenants and agrees that on and after the
Effective Date and until the termination of the Total Commitment and all
Interest Rate Protection Agreements and Other Hedging Agreements and when no
Note or Letter of Credit remains outstanding and all Guaranteed Obligations have
been paid in full, such Guarantor will comply, and will cause each of its
Subsidiaries to comply, with all of the applicable provisions, covenants and
agreements contained in Sections 8 and 9 of the Credit Agreement, and will take,
or will refrain from taking, as the case may be, all actions that are necessary
to be taken or not taken so that it is not in violation of any provision,
covenant or agreement contained in Section 8 or 9 of the Credit Agreement, and
so that no Default or Event of Default, is caused by the actions of such
Guarantor or any of its Subsidiaries.

            13. The Guarantors hereby jointly and severally agree to pay all
reasonable out-of-pocket costs and expenses of each Secured Creditor in
connection with the enforcement of this Guaranty and of the Administrative Agent
in connection with any amendment, waiver or consent relating hereto (including
in each case, without limitation, the reasonable fees and disbursements of
counsel employed by each Secured Creditor).

            14. This Guaranty shall be binding upon each Guarantor and its
successors and assigns and shall inure to the benefit of the Secured Creditors
and their successors and assigns.

            15. Neither this Guaranty nor any provision hereof may be changed,
waived, discharged or terminated except with the written consent of each
Guarantor directly affected thereby and with the written consent of either (x)
the Required Lenders (or to the extent required by Section 13.12 of the Credit
Agreement, with the written consent of each Lender) at all times prior to the
time on which all Credit Document Obligations have been paid in full or (y) the
holders of at least a majority of the outstanding Other Obligations at all times
after the time on which all Credit Document Obligations have been paid in full;
PROVIDED, that any change, waiver, modification or variance affecting the rights
and benefits of a single Class (as defined below) of Secured Creditors (and not
all Secured Creditors in a like or similar manner) shall also require the
written consent of the Requisite Creditors (as defined below) of such Class of
Secured

<PAGE>

                                                                     Exhibit J
                                                                       Page 8

Creditors (it being understood that the addition or release of any Guarantor
hereunder shall not constitute a change, waiver, discharge or termination
affecting any Guarantor other than the Guarantor so added or released). For the
purpose of this Guaranty, the term "Class" shall mean each class of Secured
Creditors, I.E., whether (x) the Lender Creditors as holders of the Credit
Document Obligations or (y) the Other Creditors as the holders of the Other
Obligations. For the purpose of this Guaranty, the term "Requisite Creditors" of
any Class shall mean (x) with respect to the Credit Document Obligations, the
Required Lender (or to the extent required by Section 13.12 of the Credit
Agreement, each Lender) and (y) with respect to the Other Obligations, the
holders of at least a majority of all obligations outstanding from time to time
under the Interest Rate Protection or Other Hedging Agreements.

            16. Each Guarantor acknowledges that an executed (or conformed) copy
of each of the Credit Documents and Interest Rate Protection Agreements or Other
Hedging Agreements has been made available to its principal executive officers
and such officers are familiar with the contents thereof.

            17. In addition to any rights now or hereafter granted under
applicable law (including, without limitation, Section 151 of the New York
Debtor and Secured Creditor Law) and not by way of limitation of any such
rights, upon the occurrence and during the continuance of an Event of Default
(such term to mean and include any "Event of Default" as defined in the Credit
Agreement or any payment default under any Interest Rate Protection Agreement or
Other Hedging Agreement continuing after any applicable grace period), each
Secured Creditor is hereby authorized, at any time or from time to time, without
notice to any Guarantor or to any other Person, any such notice being expressly
waived, to set off and to appropriate and apply any and all deposits (general or
special) and any other indebtedness at any time held or owing by such Secured
Creditor to or for the credit or the account of such Guarantor, against and on
account of the obligations and liabilities of such Guarantor to such Secured
Creditor under this Guaranty, irrespective of whether or not such Secured
Creditor shall have made any demand hereunder and although said obligations,
liabilities, deposits or claims, or any of them, shall be contingent or
unmatured. Notwithstanding anything to the contrary contained in this Section
17, no Secured Creditor shall exercise any such right of set-off without the
prior consent of the Administrative Agent or the Required Lenders if, and so
long as, the Guaranteed Obligations shall be secured by any Real Property
located in the State of California, it being understood and agreed, however,
that this sentence is for the sole benefit of the Secured Creditors and may be
amended, modified or waived in any respect by the Required Lenders without the
requirement of prior notice to or consent by any Credit Party and does not
constitute a waiver of any rights against any Credit Party or against any
Collateral.

            18. All notices, requests, demands or other communications pursuant
hereto shall be deemed to have been duly given or made when delivered to the
Person to which such notice, request, demand or other communication is required
or permitted to be given or made under this Guaranty, addressed to such party at
(i) in the case of any Lender Creditor, as provided in the Credit Agreement,
(ii) in the case of any Guarantor, at the address set forth opposite such
Guarantor's signature below and (iii) in the case of any Other Creditor, at such
address as such

<PAGE>

                                                                     Exhibit J
                                                                       Page 9

Other Creditor shall have specified in writing to the Guarantors; or in any case
at such other address as any of the Persons listed above may hereafter notify
the others in writing.

            19. If claim is ever made upon any Secured Creditor for repayment or
recovery of any amount or amounts received in payment or on account of any of
the Guaranteed Obligations and any of the aforesaid payees repays all or part of
said amount by reason of (i) any judgment, decree or order of any court or
administrative body having jurisdiction over such payee or any of its property
or (ii) any settlement or compromise of any such claim effected by such payee
with any such claimant (including the Borrower) then and in such event each
Guarantor agrees that any such judgment, decree, order, settlement or compromise
shall be binding upon such Guarantor, notwithstanding any revocation hereof or
other instrument evidencing any liability of the Borrower, and such Guarantor
shall be and remain liable to the aforesaid payees hereunder for the amount so
repaid or recovered to the same extent as if such amount had never originally
been received by any such payee.

            20. (a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE SECURED
CREDITORS AND OF THE UNDERSIGNED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding
with respect to this Guaranty or any other Credit Document to which any
Guarantor is a party may be brought in the courts of the State of New York or of
the United States of America for the Southern District of New York, in each case
which are located in the City of New York, and, by execution and delivery of
this Guaranty, each Guarantor hereby irrevocably accepts for itself and in
respect of its property, generally and unconditionally, the jurisdiction of the
aforesaid courts. Each Guarantor hereby further irrevocably waives any claim
that any such court lacks personal jurisdiction over such Guarantor, and agrees
not to plead or claim in any legal action or proceeding with respect to this
Guaranty or any other Credit Document to which such Guarantor is a party brought
in any of the aforesaid courts that any such court lacks personal jurisdiction
over such Guarantor. Each Guarantor further irrevocably consents to the service
of process out of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to such Guarantor at its address set forth opposite its
signature below, such service to become effective 30 days after such mailing.
Each Guarantor hereby irrevocably waives any objection to such service of
process and further irrevocably waives and agrees not to plead or claim in any
action or proceeding commenced hereunder or under any other Credit Document to
which such Guarantor is a party that such service of process was in any way
invalid or ineffective. Nothing herein shall affect the right of any of the
Secured Creditors to serve process in any other manner permitted by law or to
commence legal proceedings or otherwise proceed against each Guarantor in any
other jurisdiction.

            (b) Each Guarantor hereby irrevocably waives (to the fullest extent
permitted by applicable law) any objection which it may now or hereafter have to
the laying of venue of any of the aforesaid actions or proceedings arising out
of or in connection with this Guaranty or any other Credit Document to which
such Guarantor is a party brought in the courts referred to in clause (a) above
and hereby further irrevocably waives and agrees not to plead or claim in any

<PAGE>

                                                                     Exhibit J
                                                                       Page 10

such court that such action or proceeding brought in any such court has been
brought in an inconvenient forum.

            (c) EACH GUARANTOR AND EACH SECURED CREDITOR (BY ITS ACCEPTANCE OF
THE BENEFITS OF THIS GUARANTY) HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS GUARANTY, THE OTHER CREDIT DOCUMENTS TO WHICH SUCH GUARANTOR IS A PARTY OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

            21. In the event that all of the capital stock of one or more
Guarantors is sold or otherwise disposed of or liquidated in compliance with the
requirements of Section 9.02 of the Credit Agreement (or such sale or other
disposition has been approved in writing by the Required Lenders (or all Lenders
if required by Section 13.12 of the Credit Agreement)) and the proceeds of such
sale, disposition or liquidation are applied in accordance with the provisions
of the Credit Agreement, to the extent applicable, such Guarantor shall upon
consummation of such sale or other disposition (except to the extent that such
sale or disposition is to the Borrower or another Subsidiary thereof) be
released from this Guaranty automatically and without further action and this
Guaranty shall, as to each such Guarantor or Guarantors, terminate, and have no
further force or effect (it being understood and agreed that the sale of one or
more Persons that own, directly or indirectly, all of the capital stock of any
Guarantor shall be deemed to be a sale of such Guarantor for the purposes of
this Section 21).

            22. At any time a payment in respect of the Guaranteed Obligations
is made under this Guaranty, the right of contribution of each Guarantor against
each other Guarantor shall be determined as provided in the immediately
following sentence, with the right of contribution of each Guarantor to be
revised and restated as of each date on which a payment (a "Relevant Payment")
is made on the Guaranteed Obligations under this Guaranty. At any time that a
Relevant Payment is made by a Guarantor that results in the aggregate payments
made by such Guarantor in respect of the Guaranteed Obligations to and including
the date of the Relevant Payment exceeding such Guarantor's Contribution
Percentage (as defined below) of the aggregate payments made by all Guarantors
in respect of the Guaranteed Obligations to and including the date of the
Relevant Payment (such excess, the "Aggregate Excess Amount"), each such
Guarantor shall have a right of contribution against each other Guarantor who
has made payments in respect of the Guaranteed Obligations to and including the
date of the Relevant Payment in an aggregate amount less than such other
Guarantor's Contribution Percentage of the aggregate payments made to and
including the date of the Relevant Payment by all Guarantors in respect of the
Guaranteed Obligations (the aggregate amount of such deficit, the "Aggregate
Deficit Amount") in an amount equal to (x) a fraction the numerator of which is
the Aggregate Excess Amount of such Guarantor and the denominator of which is
the Aggregate Excess Amount of all Guarantors multiplied by (y) the Aggregate
Deficit Amount of such other Guarantor. A Guarantor's right of contribution
pursuant to the preceding sentences shall arise at the time of each computation,
subject to adjustment to the preceding sentences shall arise at the time of each
computation, subject to adjustment to the proceeding sentences; PROVIDED, that
no Guarantor may take any action to enforce such right until the Guaranteed
Obligations have been

<PAGE>

                                                                     Exhibit J
                                                                       Page 11

irrevocably paid in full in cash, it being expressly recognized and agreed by
all parties hereto that any Guarantor's right of contribution arising pursuant
to this Section 22 against any other Guarantor shall be expressly junior and
subordinate to such other Guarantor's obligations and liabilities in respect of
the Guaranteed Obligations and any other obligations owing under this Guaranty.
As used in this Section 22: (i) each Guarantor's "Contribution Percentage" shall
mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined
below) of such Guarantor by (y) the aggregate Adjusted Net Worth of all
Guarantors; (ii) the "Adjusted Net Worth" of each Guarantor shall mean the
greater of (x) the Net Worth (as defined below) of such Guarantor and (y) zero;
and (iii) the "Net Worth" of each Guarantor shall mean the amount by which the
fair salable value of such Guarantor's assets on the date of any Relevant
Payment exceeds its existing debts and other liabilities (including contingent
liabilities, but without giving effect to any Guaranteed Obligations arising
under this Guaranty or under any guaranty of the Subordinated Notes) on such
date. All parties hereto recognize and agree that, except for any right of
contribution arising pursuant to this Section 22, each Guarantor who makes any
payment in respect of the Guaranteed Obligations shall have no right of
contribution or subrogation against any other Guarantor in respect of such
payment until all of the Guaranteed Obligations have been irrevocably paid in
full in cash. Each of the Guarantors recognizes and acknowledges that the rights
to contribution arising hereunder shall constitute an asset in favor of the
party entitled to such contribution. In this connection, each Guarantor has the
right to waive its contribution right against any Guarantor to the extent that
after giving effect to such waiver such Guarantor would remain solvent, in the
determination of the Required Lenders.

            23. Each Guarantor and each Secured Creditor (by its acceptance of
the benefits of this Guaranty) hereby confirms that it is its intention that
this Guaranty not constitute a fraudulent transfer or conveyance for purposes of
the Bankruptcy Code, the Uniform Fraudulent Conveyance Act of any similar
Federal or state law. To effectuate the foregoing intention, each Guarantor and
each Secured Creditor (by its acceptance of the benefits of this Guaranty)
hereby irrevocably agrees that the Guaranteed Obligations guaranteed by such
Guarantor shall be limited to such amount as will, after giving effect to such
maximum amount and all other (contingent or otherwise) liabilities of such
Guarantor that are relevant under such laws (it being understood that it is the
intention of the parties to this Guaranty and the parties to any guaranty of the
Senior Subordinated Notes that, to the maximum extent permitted under applicable
laws, the liabilities in respect of the guaranties of the Senior Subordinated
Notes shall not be included for the foregoing purposes and that, if any
reduction is required to the amount guaranteed by any Guarantor hereunder and
with respect to the Senior Subordinated Notes that its guaranty of amounts owing
in respect of the Senior Subordinated Notes shall first be reduced), and after
giving effect to any rights to contribution pursuant to any agreement providing
for an equitable contribution among such Guarantor and other Guarantors, result
in the Guaranteed Obligations of such Guarantor in respect of such maximum
amount not constituting a fraudulent transfer or conveyance.

            24. This Guaranty may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. A set

<PAGE>

                                                                     Exhibit J
                                                                       Page 12

of counterparts executed by all the parties hereto shall be lodged with the
Guarantors and the Administrative Agent.

            25. All payments made by any Guarantor hereunder will be made
without setoff, counterclaim or other defense and on the same basis as payments
are made by the Borrower under Sections 4.03 and 4.04 of the Credit Agreement.

            26. It is understood and agreed that any Subsidiary of the Borrower
that is required to execute a counterpart of this Guaranty after the date hereof
pursuant to the Credit Agreement shall become a Guarantor hereunder by executing
a counterpart hereof and delivering the same to the Administrative Agent.

            IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be
executed and delivered as of the date first above written.


ADDRESS:

4260 Westbrook Drive                   DUR-O-WAL, INC.,
Suite 120                                as a Guarantor
Aurora, IL 60504
Attention: President
Telephone: (630) 851-8400              By /s/ John A. Ciccarelli
Telecopier: (630) 854-0500               -------------------------------
                                           Title: President



200 East Touhy Avenue                  SYMONS CORPORATION,
Des Plaines, IL 60018                    as a Guarantor
Attention: President
Telephone: (847) 298-3200
Telecopier: (847) 635-9287             By /s/ John A. Ciccarelli
                                         -------------------------------
                                           Title: President



Accepted and Agreed to:


BANKERS TRUST COMPANY,
  as Collateral Agent


By /s/ Susan L. Le Fevre
  ----------------------------
    Title:  Director



<PAGE>

                                                                     EXHIBIT K


                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT


                                                      DATE:  ________ __, ____


            Reference is made to the Credit Agreement described in Item 2 of
Annex I annexed hereto (as such Credit Agreement may hereafter be amended,
modified or supplemented from time to time, the "Credit Agreement"). Unless
defined in Annex I attached hereto, terms defined in the Credit Agreement are
used herein as therein defined. _____________ (the "Assignor") and
______________ (the "Assignee") hereby agree as follows:

            1. The Assignor hereby sells and assigns to the Assignee without
recourse and without representation or warranty (other than as expressly
provided herein), and the Assignee hereby purchases and assumes from the
Assignor, that interest in and to all of the Assignor's rights and obligations
under the Credit Agreement as of the date hereof which represents the percentage
interest specified in Item 4 of Annex I (the "Assigned Share") of all of the
outstanding rights and obligations under the Credit Agreement relating to the
facilities listed in Item 4 of Annex I, including, without limitation, (u) in
the case of any assignment of all or any portion of the Total Initial A Term
Loan Commitment, all rights and obligations with respect to the Assigned Share
of such Total Initial A Term Loan Commitment, (v) in the case of any assignment
of all or any portion of the Total Acquisition Loan Commitment, all rights and
obligations with respect to the Assigned Share of the Total Acquisition Loan
Commitment and any outstanding Acquisition Revolving Loans, (w) in the case of
any assignment of outstanding A Term Loans, all rights and obligations with
respect to the Assigned Share of such A Term Loans, (x) in the case of any
assignment of outstanding B Term Loans, all rights and obligations with respect
to the Assigned Share of such outstanding B Term Loans, (y) in the case of any
assignment of outstanding Acquisition Term Loans, all rights and obligations
with respect to the Assigned Share of such Acquisition Term Loans, and (z) in
the case of any assignment of all or any portion of the Total Revolving Loan
Commitment, all rights and obligations with respect to the Assigned Share of
such Total Revolving Loan Commitment and of any outstanding Revolving Loans,
Swingline Loans and Letters of Credit.

            2. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claims; (ii) makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit Agreement
or the other Credit Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement or the
other Credit Documents or any other instrument or document furnished pursuant
thereto; and (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or any of
its Subsidiaries or the performance or observance by the Borrower or any of its
Subsidiaries of any of their respective obligations under the Credit Agreement
or the other Credit Documents or any other instrument or document furnished
pursuant thereto.

            3. The Assignee (i) confirms that it has received a copy of the
Credit Agreement and the other Credit Documents, together with copies of the
financial statements referred to
<PAGE>

                                                                     Exhibit K
                                                                        Page 2

therein and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Assignment and
Assumption Agreement; (ii) agrees that it will, independently and without
reliance upon the Administrative Agent, the Assignor or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) appoints and authorizes the Administrative
Agent and the Collateral Agent to take such action as agent on its behalf and to
exercise such powers under the Credit Agreement and the other Credit Documents
as are delegated to the Administrative Agent and the Collateral Agent by the
terms thereof, together with such powers as are reasonably incidental thereto;
[and] (iv) agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender [; and (v) attaches the Forms and/or Certificate
described in Section 13.04(b) of the Credit Agreement.](1)

            4. Following the execution of this Assignment and Assumption
Agreement by the Assignor and the Assignee, an executed original hereof
(together with all attachments) will be delivered to the Administrative Agent.
The effective date of this Assignment and Assumption Agreement shall be the date
of execution hereof by the Assignor and the Assignee, the receipt of the consent
of the Administrative Agent, the Borrower and each Letter of Credit Issuer to
the extent required by the Credit Agreement, receipt by the Administrative Agent
of the assignment fee referred to in Section 13.04(b) of the Credit Agreement,
and the recordation by the Administrative Agent of the assignment effected
hereby in the Register, unless otherwise specified in Item 5 of Annex I (the
"Settlement Date").

            5. Upon the delivery of a fully executed original hereof to the
Administrative Agent, as of the Settlement Date, (i) the Assignee shall be a
party to the Credit Agreement and, to the extent provided in this Assignment and
Assumption Agreement, have the rights and obligations of a Lender thereunder and
under the other Credit Documents and (ii) the Assignor shall, to the extent
provided in this Assignment and Assumption Agreement, relinquish its rights and
be released from its obligations under the Credit Agreement and the other Credit
Documents.

            6. It is agreed that upon the effectiveness hereof, the Assignee
shall be entitled to (w) all interest on the Assigned Share of the Loans at the
rates specified in Item 6 of Annex I hereto, (x) all Commitment Fees (if
applicable) on the Assigned Share of the Total Revolving Loan Commitment at the
rate specified in Item 7 of Annex I hereto and (y) all Letter of Credit Fees (if
applicable) on the Assignee's participation in all Letters of Credit at the rate
specified in Item 8 of Annex I hereto, which, in each case, accrue on and after
the Settlement Date, such interest and, if applicable, Commitment Fees and
Letter of Credit Fees, to be paid by the Administrative Agent directly to the
Assignee. It is further agreed that all payments of principal made on the
Assigned Share of the Loans which occur on and after the Settlement Date will be
paid directly by the Administrative Agent to the Assignee. Upon the Settlement
Date, the Assignee shall pay to the Assignor an amount specified by the Assignor
in writing which represents the Assigned Share of the principal amount of the
respective Loans made by the

----------
(1)  If the Assignee is organized under the laws of a jurisdiction outside the
     United States.


<PAGE>

                                                                     Exhibit K
                                                                        Page 3

Assignor pursuant to the Credit Agreement which are outstanding on the
Settlement Date, net of any closing costs, and which are being assigned
hereunder. The Assignor and the Assignee shall make all appropriate adjustments
in payments under the Credit Agreement for periods prior to the Settlement Date
directly between themselves.

            7. THIS ASSIGNMENT AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

            IN WITNESS WHEREOF, the parties hereto have caused this Assignment
and Assumption Agreement to be executed by their respective officers thereunto
duly authorized, as of the date first above written, such execution also being
made on Annex I hereto.

                                       [NAME OF ASSIGNOR],
                                       as Assignor


                                       By____________________________
                                         Name:
                                         Title:

                                       [NAME OF ASSIGNEE],
                                       as Assignee


                                       By____________________________
                                         Name:
                                         Title:

<PAGE>

                                                                     Exhibit K
                                                                        Page 4


[Acknowledged and Agreed:


BANKERS TRUST COMPANY, as Administrative Agent



By____________________________
  Name:
  Title:](2)

[[LETTER OF CREDIT ISSUER]



By____________________________
  Name:
  Title:](3)

[DAYTON SUPERIOR CORPORATION



By____________________________
  Name:
  Title:](4)




----------

(2) Insert only if assignment  is being made  pursuant to Section  13.04(b)(y)
    of the Credit Agreement.

(3) Insert only if assignment of any portion of the Total Revolving Loan
    Commitment is being made pursuant to Section 13.04(b)(y) of the Credit
    Agreement.
(4) Insert only if assignment is being made pursuant to Section 13.04(b)(y) of
    the Credit Agreement after the Syndication Date and so long as no Default or
    Event of Default exists.


<PAGE>

                                                                       ANNEX I

                  ANNEX FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

                                     ANNEX I

1.    The Borrower:           Dayton Superior Corporation (the "Borrower").

2.    Name and Date of Credit Agreement:

      Credit Agreement, dated as of June 16, 2000, among the Borrower, the
      lenders from time to time party thereto and Bankers Trust Company, as
      Administrative Agent.

3.    Date of Assignment Agreement:

4.    Amounts (as of date of item #3 above):

<TABLE>
<CAPTION>

                                      Amount of                   Outstanding
                      Outstanding     Initial A     Outstanding   Principal of  Amount of         Amount of
                      Principal of    Term Loan     Principal of  Acquisition   Acquisition       Revolving
                      A Term Loans    Commitment    B Term Loans  Term Loans   Loan Commitment   Loan Commitment
                      ------------    ----------    ------------  ------------ ---------------   ---------------

<S>     <C>           <C>             <C>           <C>           <C>           <C>               <C>
a.      Aggregate
        Amount  for   $________       $________     $________     $________     $________         $________
        all Lenders

b.      Assigned       ________%       ________%     ________%     ________%     ________%         ________%
        Share

c.      Amount of
        Assigned      $_________      $_________    $_________    $________     $_________        $_________
        Share
</TABLE>

5.    Settlement Date:

6.    Rate of Interest
      to the Assignee:  As set forth in Section 1.08 of the Credit Agreement.(5)

7.    Commitment
      Fees to
      the Assignee:     As set forth in Section 3.01(a) of the Credit
                        Agreement.(6)

8.    Letter of Credit

----------

(5)  The Borrower and the Administrative Agent shall, following recordation of
     such assignment by the Administrative Agent on the Register, direct the
     entire amount of interest to the Assignee at the rate set forth in Section
     1.08 of the Credit Agreement.

(6)  Insert "Not Applicable" in lieu of text if no portion of the Total Initial
     A Term Loan Commitment, Total Acquisition Loan Commitment or the Total
     Revolving Loan Commitment is being assigned. Otherwise the Borrower and the
     Administrative Agent shall, following recordation of such assignment by the
     Administrative Agent on the Register, direct the entire amount of the
     applicable Commitment Fee to the Assignee at the rate set forth in the
     appropriate clause of Section 3.01(a) of the Credit Agreement.



<PAGE>

                                                                       Annex I
                                                                        Page 2


      Fee to the Assignee:    As set forth in Section 3.01(b) of the Credit
                              Agreement (unless otherwise agreed to by the
                              Assignor and the Assignee).(7)


9.    Notice:            ASSIGNEE:

                         ____________________
                         ____________________
                         ____________________
                         ____________________
                         Attention:
                         Telephone:
                         Telecopier:
                         Reference:

 Payment Instructions:   ASSIGNEE:

                         ____________________
                         ____________________
                         ____________________
                         ____________________
                         Attention:
                         Reference:



----------

(7)  Insert "Not Applicable" in lieu of text if no portion of the Total
     Revolving Loan Commitment is being assigned. Otherwise the Borrower and the
     Administrative Agent shall, following recordation of such assignment by the
     Administrative Agent on the Register, direct the entire amount of the
     Letter of Credit Fee to the Assignee at the rate set forth in Section
     3.01(b) of the Credit Agreement.


<PAGE>

                                                                       Annex I
                                                                        Page 3


Accepted and Agreed:

[NAME OF ASSIGNEE]                              [NAME OF ASSIGNOR]


By____________________                          By_______________________
  Name:                                           Name:
  Title:                                          Title:

<PAGE>

                                                                     EXHIBIT L


                            FORM OF INTERCOMPANY NOTE


                                                                 [Date]


            FOR VALUE RECEIVED, [NAME OF PAYOR] (the "Payor"), hereby promises
to pay on demand to the order of _____________ or its assigns (the "Payee"), in
lawful money of the United States of America in immediately available funds, at
such location in the United States of America as the Payee shall from time to
time designate, the unpaid principal amount of all loans and advances made by
the Payee to the Payor.

            The Payor promises also to pay interest on the unpaid principal
amount hereof in like money at said office from the date hereof until paid at
such rate per annum as shall be agreed upon from time to time by the Payor and
Payee.

            Upon the commencement of any bankruptcy, reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar proceeding of any jurisdiction relating to the Payor, the
unpaid principal amount hereof shall become immediately due and payable without
presentment, demand, protest or notice of any kind in connection with this Note.

            This Note evidences certain permitted intercompany Indebtedness
referred to in the Credit Agreement, dated as of June 16, 2000 (as amended,
modified or supplemented from time to time, the "Credit Agreement"), among
Dayton Superior Corporation, the lenders from time to time party thereto and
Bankers Trust Company, as Administrative Agent and is subject to the terms
thereof, and shall be pledged by the Payee pursuant to the Pledge Agreement (as
defined in the Credit Agreement). The Payor hereby acknowledges and agrees that
the Collateral Agent pursuant to and as defined in the Pledge Agreement, as in
effect from time to time, may exercise all rights provided therein with respect
to this Note.

            The Payee is hereby authorized to record all loans and advances made
by it to the Payor (all of which shall be evidenced by this Note), and all
repayments or prepayments thereof, in its books and records, such books and
records constituting prima facie evidence of the accuracy of the information
contained therein.

            All payments under this Note shall be made without offset,
counterclaim or deduction of any kind.


<PAGE>


                                                                     Exhibit L
                                                                        Page 2

            THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAW OF THE STATE OF NEW YORK.

                                    [NAME OF PAYOR]



                                    By ________________________________
                                       Name:
                                       Title:




Pay to the order of



------------------------------
[NAME OF PAYEE]



By ____________________________
   Name:
   Title:

<PAGE>

                                                                  EXHIBIT M


                          SHAREHOLDER SUBORDINATED NOTE



$_______________                                    New York, New York
                                                    [Date]



            FOR VALUE RECEIVED, DAYTON SUPERIOR CORPORATION, an Ohio corporation
(the "Company"), hereby promises to pay to __________ or [his] [her] [its]
assigns (the "Payee"), in lawful money of the United States of America in
immediately available funds, at ____________________________, the principal sum
of _____________ DOLLARS, which amount shall be payable on ______________.1

            [The Company promises also to pay interest on the unpaid principal
amount hereof in like money at said office from the date hereof until paid at a
rate per annum equal to _______________, such interest to be paid
[semi-annually] [annually] on _____________________ [and ___________] of each
year and at maturity hereof.]

            This Note is subject to voluntary prepayment, in whole or in part,
at the option of the Company, without premium or penalty.

            This Note is one of the Shareholder Subordinated Notes referred to
in the Credit Agreement, dated as of June 16, 2000 (as amended, modified,
supplemented, extended, restated, refinanced, replaced or refunded from time to
time, the "Credit Agreement"), among the Company, the lenders from time to time
party thereto and Bankers Trust Company, as Administrative Agent, and shall be
subject to the provisions thereof. Unless otherwise defined herein, all
capitalized terms used herein or in Annex A attached hereto and defined in the
Credit Agreement shall have the meaning assigned to such term in the Credit
Agreement.

            Notwithstanding anything to the contrary contained in this Note, the
Payee understands and agrees that the Company shall not be required to make, and
shall not make, any payment of principal, interest or other amounts on this Note
to the extent that such payment is prohibited by the terms of any Senior
Indebtedness (as defined in Annex A attached hereto), including, but not limited
to, Sections 9.06 and 9.12 of the Credit Agreement.

            This Note, and the Company's obligations hereunder, shall be
subordinate and junior to all indebtedness of the Company constituting Senior
Indebtedness on the terms and


----------

(1) Insert a date after June 30, 2011.

<PAGE>

                                                                    EXHIBIT M
                                                                       Page 2

conditions set forth in Annex A attached hereto, which Annex A is herein
incorporated by reference and made a part hereof as if set forth herein in its
entirety.

            The Company hereby waives presentment, demand, protest or notice of
any kind in connection with this Note.

            THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY
THE LAW OF THE STATE OF NEW YORK.



                                       DAYTON SUPERIOR CORPORATION

                                       By:________________________________
                                          Name:
                                          Title:





<PAGE>

                                                                       ANNEX A
                                                                            to
                                                                     EXHIBIT M


            Section 1.01. SUBORDINATION OF LIABILITIES. Dayton Superior
Corporation (the "Company"), for itself, its successors and assigns, covenants
and agrees, and each holder of the Note to which this Annex A is attached (the
"Note") by its acceptance thereof likewise covenants and agrees, that the
payment of the principal of, interest on, and all other amounts owing in respect
of, the Note (the "Subordinated Indebtedness") is hereby expressly subordinated,
to the extent and in the manner set forth below, to the prior payment in full in
cash of all Senior Indebtedness (as defined in Section 1.07 of this Annex A).
The provisions of this Annex A shall constitute a continuing offer to all
persons who, in reliance upon such provisions, become holders of, or continue to
hold, Senior Indebtedness, and such holders are made obligees hereunder the same
as if their names were written herein as such, and they and/or each of them may
proceed to enforce such provisions.

            Section 1.02. COMPANY NOT TO MAKE PAYMENTS WITH RESPECT TO
SUBORDINATED INDEBTEDNESS IN CERTAIN CIRCUMSTANCES. (a) Upon the maturity of any
Senior Indebtedness (including interest thereon or fees or any other amounts
owing in respect thereof), whether at stated maturity, by acceleration or
otherwise, all Obligations (as defined in Section 1.07 of this Annex A) owing in
respect thereof shall first be paid in full in cash, before any payment, whether
in cash, property, securities or otherwise, is made on account of the
Subordinated Indebtedness.

            (b) Until all Senior Indebtedness has been paid in full in cash and
all commitments in respect of such Senior Indebtedness have been terminated, the
sum of all payments in respect of the Note (including principal and interest),
together with the sum of (i) all payments made under all other Shareholder
Subordinated Notes and (ii) all payments made by the Company and its
Subsidiaries to repurchase stock or options to purchase stock of the Company
held by directors, officers and employees of the Company and its Subsidiaries
(or former directors, officers or employees) shall not exceed at any time that
amount permitted by the terms of the respective issue of Senior Indebtedness.

            (c) The Company may not, directly or indirectly, make any payment of
any Subordinated Indebtedness and may not acquire any Subordinated Indebtedness
for cash or property until all Senior Indebtedness has been paid in full in cash
if any default or event of default under the Credit Agreement (as defined in
Section 1.07 of this Annex A) or any other issue of Senior Indebtedness is then
in existence or would result therefrom. Each holder of the Note hereby agrees
that, so long as any such default or event of default in respect of any issue of
Senior Indebtedness exists, it will not sue for, or otherwise take any action to
enforce the Company's obligations to pay, amounts owing in respect of the Note.
Each holder of the Note understands and agrees that to the extent that clause
(b) of this Section 1.02 reduces the payment of interest and/or principal which
would otherwise be payable under the Note but for the limitations set forth in
such clause (b), such unpaid amount shall not constitute a payment default under
the Note and the holder of the Note may not sue for, or otherwise take action to
enforce the Company's obligation to pay such amount, PROVIDED that such unpaid
principal or interest shall remain an obligation of the Company to the holder of
the Note pursuant to the terms of the Note.

<PAGE>

                                                                       ANNEX A
                                                                            to
                                                                     EXHIBIT M
                                                                        Page 2

            (d) In the event that, notwithstanding the provisions of the
preceding subsections (a), (b) and (c) of this Section 1.02, the Company (or any
Person on behalf of the Company) shall make any payment on account of the
Subordinated Indebtedness at a time when payment is not permitted by said
subsection (a), (b) or (c), such payment shall be held by the holder of the
Note, in trust for the benefit of, and shall be paid forthwith over and
delivered to, the holders of Senior Indebtedness or their representative or the
trustee under the indenture or other agreement pursuant to which any instruments
evidencing any Senior Indebtedness may have been issued, as their respective
interests may appear, for application pro rata to the payment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in accordance with the terms of such Senior Indebtedness,
after giving effect to any concurrent payment or distribution to or for the
holders of Senior Indebtedness. Without in any way modifying the provisions of
this Annex A or affecting the subordination effected hereby, the Company shall
give the holder of the Note prompt written notice of any event which would
prevent payments under Section 1.02(a), (b) or (c) hereof.

            Section 1.03. SUBORDINATION TO PRIOR PAYMENT OF ALL SENIOR
INDEBTEDNESS ON DISSOLUTION, LIQUIDATION OR REORGANIZATION OF COMPANY. Upon any
distribution of assets of the Company upon dissolution, winding up, liquidation
or reorganization of the Company (whether in bankruptcy, insolvency or
receivership proceedings or upon an assignment for the benefit of creditors or
otherwise):

            (a) the holders of all Senior Indebtedness shall first be entitled
      to receive payment in full in cash of all Senior Indebtedness (including,
      without limitation, post-petition interest at the rate provided in the
      documentation with respect to the Senior Indebtedness, whether or not such
      post-petition interest is an allowed claim against the debtor in any
      bankruptcy or similar proceeding) before the holder of the Note is
      entitled to receive any payment of any kind or character on account of the
      Subordinated Indebtedness;

            (b) any payment or distributions of assets of the Company of any
      kind or character, whether in cash, property or securities to which the
      holder of the Note would be entitled except for the provisions of this
      Annex A, shall be paid by the liquidating trustee or agent or other person
      making such payment or distribution, whether a trustee in bankruptcy, a
      receiver or liquidating trustee or other trustee or agent, directly to the
      holders of Senior Indebtedness or their representative or representatives,
      or to the trustee or trustees under any indenture under which any
      instruments evidencing any such Senior Indebtedness may have been issued,
      to the extent necessary to make payment in full in cash of all Senior
      Indebtedness remaining unpaid, after giving effect to any concurrent
      payment or distribution to the holders of such Senior Indebtedness; and

            (c) in the event that, notwithstanding the foregoing provisions of
      this Section 1.03, any payment or distribution of assets of the Company of
      any kind or character, whether in cash, property or securities, shall be
      received by the holder of the Note on account of Subordinated Indebtedness
      before all Senior Indebtedness is paid in full in

<PAGE>

                                                                       ANNEX A
                                                                            to
                                                                     EXHIBIT M
                                                                        Page 3

      cash, such payment or distribution shall be received and held in trust for
      and shall be paid over to the holders of the Senior Indebtedness remaining
      unpaid or unprovided for or their representative or representatives, or to
      the trustee or trustees under any indenture under which any instruments
      evidencing any of such Senior Indebtedness may have been issued, for
      application to the payment of such Senior Indebtedness until all such
      Senior Indebtedness shall have been paid in full in cash, after giving
      effect to any concurrent payment or distribution to the holders of such
      Senior Indebtedness.

            Without in any way modifying the provisions of this Annex A or
affecting the subordination effected hereby, the Company shall give prompt
written notice to the holder of the Note of any dissolution, winding up,
liquidiation or reorganization of the Company (whether in bankruptcy, insolvency
or receivership proceedings or upon assignment for the benefit of creditors or
otherwise).

            Section 1.04. SUBROGATION. Subject to the prior payment in full in
cash of all Senior Indebtedness, the holder of the Note shall be subrogated to
the rights of the holders of Senior Indebtedness to receive payments or
distributions of assets of the Company applicable to the Senior Indebtedness
until all amounts owing on the Note shall be paid in full, and for the purpose
of such subrogation no payments or distributions to the holders of the Senior
Indebtedness by or on behalf of the Company or by or on behalf of the holder of
the Note by virtue of this Annex A which otherwise would have been made to the
holder of the Note shall, as between the Company, its creditors other than the
holders of Senior Indebtedness, and the holder of the Note, be deemed to be
payment by the Company to or on account of the Senior Indebtedness, it being
understood that the provisions of this Annex A are and are intended solely for
the purpose of defining the relative rights of the holder of the Note, on the
one hand, and the holders of the Senior Indebtedness, on the other hand.

            Section 1.05. OBLIGATION OF THE COMPANY UNCONDITIONAL. Nothing
contained in this Annex A or in the Note is intended to or shall impair, as
between the Company and the holder of the Note, the obligation of the Company,
which is absolute and unconditional, to pay to the holder of the Note the
principal of and interest on the Note as and when the same shall become due and
payable in accordance with their terms, or is intended to or shall affect the
relative rights of the holder of the Note and creditors of the Company other
than the holders of the Senior Indebtedness, nor shall anything herein or
therein prevent the holder of the Note from exercising all remedies otherwise
permitted by applicable law upon an event of default under the Note, subject to
the provisions of this Annex A and the rights, if any, under this Annex A of the
holders of Senior Indebtedness in respect of cash, property, or securities of
the Company received upon the exercise of any such remedy. Upon any distribution
of assets of the Company referred to in this Annex A, the holder of the Note
shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which such dissolution, winding up, liquidation or
reorganization proceedings are pending, or a certificate of the liquidating
trustee or agent or other person making any distribution to the holder of the
Note, for the purpose of ascertaining the persons entitled to participate in
such distribution, the holders of the Senior Indebtedness and other indebtedness
of the Company, the amount thereof or payable thereon, the

<PAGE>

                                                                       ANNEX A
                                                                            to
                                                                     EXHIBIT M
                                                                        Page 4

amount of amounts paid or distributed thereon and all other facts pertinent
thereto or to this Annex A.

            Section 1.06. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS
OF COMPANY OR HOLDERS OF SENIOR INDEBTEDNESS. No right of any present or future
holders of any Senior Indebtedness to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or by any act or failure to act in good faith by
any such holder, or by any noncompliance by the Company with the terms and
provisions of the Note, regardless of any knowledge thereof which any such
holder may have or be otherwise charged with. The holders of the Senior
Indebtedness may, without in any way affecting the obligations of the holder of
the Note with respect hereto, at any time or from time to time and in their
absolute discretion, change the manner, place or terms of payment of, change or
extend the time of payment of, or renew, increase or otherwise alter, any Senior
Indebtedness or amend, modify or supplement any agreement or instrument
governing or evidencing such Senior Indebtedness or any other document referred
to therein, or exercise or refrain from exercising any other of their rights
under the Senior Indebtedness including, without limitation, the waiver of
default thereunder and the release of any collateral securing such Senior
Indebtedness, all without notice to or assent from the holder of the Note.

            Section 1.07. SENIOR INDEBTEDNESS. The term "Senior Indebtedness"
shall mean all Obligations (as defined below) (i) of the Company under, or in
respect of, the Credit Agreement (as amended, modified, supplemented, extended,
restated, refinanced, replaced or refunded from time to time, the "Credit
Agreement"), dated as of June 16, 2000, by and among the Company, the lenders
from time to time party thereto and Bankers Trust Company, as Administrative
Agent and any renewal, extension, restatement, refinancing or refunding thereof,
(ii) of the Company under, or in respect of, any Interest Rate Protection
Agreements or Other Hedging Agreements (each as defined in the Credit
Agreement), (iii) of the Company under, or in respect of, the Senior
Subordinated Note Documents (as defined in the Credit Agreement) and (iv) of the
Company (including guarantees) under, or in respect of, all other Indebtedness
except Indebtedness that is, by its express terms, pari passu with the
Shareholder Subordinated Note to which this Annex A is attached (including other
Shareholder Subordinated Notes) or subordinated to the Shareholder Subordinated
Notes. As used herein, the term "Obligation" shall mean any principal, interest,
premium, penalties, fees, expenses, indemnities and other liabilities and
obligations (including guaranties of the foregoing obligations) payable under
the documentation governing any Senior Indebtedness (including post-petition
interest at the rate provided in the documentation with respect to such Senior
Indebtedness, whether or not such post-petition interest is an allowed claim
against the debtor in any bankruptcy or similar proceeding).