Exhibit 10.2
    

    

    

    

    

    
      AMENDMENT NO. 3
    

    
      This AMENDMENT NO. 3, dated as of March 23, 2009 (“Amendment
      No. 3”), is entered into by and among DAYTON SUPERIOR CORPORATION, a
      Delaware corporation (the “Borrower”), the persons
      designated as “Lenders” on the signature pages hereto (the “Lenders”),
      and GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), a
      Delaware corporation, as administrative agent (in such capacity, the “Administrative
      Agent”).
    

    
      WHEREAS, the Borrower, the other Loan Parties, the Lenders and GE
      Capital, as administrative agent and collateral agent, are party to the
      Term Loan Credit Agreement dated as of March 3, 2008 (as amended by
      Amendment No. 1, dated as of June 4, 2008, and Amendment No. 2, dated as
      of March 16, 2009, the “Original Credit Agreement”; all
      capitalized terms defined in the Original Credit Agreement and not
      otherwise defined herein to have the meanings assigned thereto in the
      Original Credit Agreement); and
    

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

    
      WHEREAS, the Lenders, subject to the terms and conditions of this
      Amendment No. 3, are willing to amend the Original Credit Agreement as
      provided herein.
    

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

    
      Section 1.
AMENDMENT
    

    
      Subject to the satisfaction of the condition to effectiveness referred
      to in Section 3 below, the Original Credit Agreement is hereby
      amended as follows:
    

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

    
      ‘“Amendment No. 3’ means Amendment No. 3 to this
      Agreement dated as of March 23, 2009 among the Borrower, the
      Administrative Agent and the Lenders signatory thereto.”
    

    
      ‘“Amendment No. 3 Effective Date’ means March 23,
      2009.”
    

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

    
      ‘“Base Rate’ means the greatest of (i) the rate last
      quoted by The Wall Street Journal as the “Prime rate” (viz., as of the
      date hereof, the base rate posted by 70% of the nation’s largest banks)
      in the United States or, if The Wall Street Journal ceases to quote such
      rate, the highest per annum interest rate published by the Federal
      Reserve Board in Federal Reserve Statistical Release H.15 (519)
      (Selected Interest Rates) as the “bank prime loan” rate or, if such rate
      is no longer quoted therein, any similar rate quoted therein (as
      determined by the Administrative Agent) or any similar release by the
      Federal Reserve Board (as determined by the Administrative Agent), (ii)
      400 basis points in excess of the Federal Funds Rate, (iii) 4.25% per
      annum and (iv) a per annum rate equal to the Eurodollar Rate calculated
      based on an Interest Period of three months plus the difference between
      the Applicable Margin for Eurodollar Rate Loans and the Applicable
      Margin for Base Rate Loans.”
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

    
      “‘Scheduled Maturity Date’ means April 9, 2009.”
    

    
             (d)  Section
      2.9(b)(i) of the Original Credit Agreement is hereby amended by
      inserting the following immediately prior to the word “and” which ends
      such Section 2.9(b)(i): “, provided, that from and
      after the Amendment No. 3 Effective Date, in lieu of payments every
      three months from the first day of such Interest Period, payments of
      interest on Eurodollar Loans shall be made on the last day of each
      calendar month within such Interest Period,”.
    

    
             (e)  Section
      2.10(a) of the Original Credit Agreement is hereby amended by adding
      the following sentence at the end of such Section 2.10(a):
      “Notwithstanding anything to the contrary contained in this Agreement,
      from and after the Amendment No. 3 Effective Date, no Interest Period
      other than a one month Interest Period may be selected for the
      conversion to or continuation of any Eurodollar Rate Loan.”
    

    
             (f)  Section
      6.1(c) of the Original Credit Agreement is amended by inserting the
      following immediately after the phrase “90 days” appearing in such Section
      6.1(c): “(or, in the case of the Fiscal Year ended December 31,
      2008, 120 days)”.
    

    
             (g)  Section 6
      of the Original Credit Agreement is amended by adding the following Sections
      6.9 and 6.10 at the end of such Section 6 as follows:
    

    
      “Section 6.9.  Additional Information.  
    

    
      In addition, from and after the Amendment No. 3 Effective Date, weekly,
      on Friday of each week, the Borrower shall deliver (i) to the
      Administrative Agent and the Lenders a Borrowing Base Certificate (as
      defined as of the date hereof in the Revolving Credit Agreement) with
      respect to Borrower and its Domestic Subsidiaries, accompanied by such
      supporting detail and documentation as has been delivered to the
      Revolving Credit Administrative Agent (other than any third party
      valuation reports prepared for the Revolving Credit Administrative
      Agent), as provided for therein in connection with a Borrowing Base
      Certificate and (ii) to the Administrative Agent and the Lenders, a 13
      week rolling cash flow forecast, together with an explanation of the
      differences from the prior cash flow forecast, in each case, in form and
      substance satisfactory to the Lenders. Borrower shall also deliver to
      the Administrative Agent and the Lenders all term sheets, engagement
      letters, letters of intent, agreements in principle and definitive
      agreements and, to the extent requested by the Administrative Agent or
      any Lender, other material documents, in each case relating to efforts
      by or on behalf of Borrower to raise debt or equity capital or to sell
      Borrower, and Borrower agrees not to enter into any such agreement that
      is subject to confidentiality provisions that prohibit disclosure
      thereof to the Administrative Agent and the Lenders.  Borrower shall
      conduct weekly telephone calls with the Administrative Agent, the other
      Lenders who wish to participate, the advisors to the Administrative
      Agent and to the Lenders and the financial advisors to the Borrower.
      Such telephone calls may be conducted concurrently with those required
      by Section 6.9 of the Revolving Credit Agreement. From time to
      time, at the request of the Administrative Agent or any Lender, Borrower
      shall deliver to the Administrative Agent and the Lenders lists of all
      financial advisors retained by Borrower and descriptions of the
      compensation arrangements made with such financial advisors, and shall
      provide to the Administrative Agent and the Lenders access to such
      advisors and such other information as the Administrative Agent or any
      Lender may request with respect to work being performed by such advisors
      on behalf of the Borrower.
    

    

    

    
      
        

        

      

      
        
          2
        

        
          


        

      

      
        

        

      

    

    

    

    
      Section 6.10.  Additional Deliveries.
    

    
      Concurrently with delivering or giving any financial statement,
      certificate, report, notice or writing, or providing other information,
      under the foregoing provisions of Section 6, Borrower will
      deliver a copy of such financial statement, certificate, report, notice
      or writing or provide such other information to the Lenders.”
    

    
             (h)  Section 7.7
      of the Original Credit Agreement is hereby amended and restated in its
      entirety as follows:
    

    
      “Section 7.7.  Access to Books and Records.  Each
      Group Member shall permit the Administrative Agent, the Lenders and any
      Related Person of any of them and any financial advisor to the Lenders
      or legal counsel to the Administrative Agent or to the Lenders (other
      than the Administrative Agent), as often as reasonably requested, at any
      reasonable time during normal business hours and with reasonable advance
      notice (except that, during the continuance of an Event of Default, no
      such notice shall be required) to (a) visit and inspect the property of
      each Group Member and examine and make copies of and abstracts from, the
      corporate (and similar), financial, operating and other books and
      records of each Group Member, (b) discuss the affairs, finances and
      accounts of each Group Member with any officer or director of any Group
      Member and (c) communicate directly with any registered certified public
      accountants (including the Group Members’ Accountants); provided that if
      such visit or inspection occurs at any time when no Default has occurred
      and is continuing, such visit or inspection shall be coordinated through
      the Administrative Agent.  Each Group Member shall authorize its
      respective registered certified public accountants (including the Group
      Members’ Accountants) to communicate directly with the Administrative
      Agent, the Lenders and their Related Persons and with any financial
      advisor to the Lenders or legal counsel to the Administrative Agent or
      the Lenders, and to disclose to the Administrative Agent, the Lenders
      and their Related Persons and any financial advisor to the Lenders or
      legal counsel to the Administrative Agent or the Lenders all financial
      statements and other documents and information as they might have and
      the Administrative Agent or any Lender reasonably requests with respect
      to any Group Member.”
    

    

    

    
      
        

        

      

      
        
          3
        

        
          


        

      

      
        

        

      

    

    

    

    
             (i)  Section
      7.11(c) of the Original Credit Agreement is hereby amended by
      inserting the following immediately prior to the period that ends such Section
      7.11(c): “, provided, however, that
      notwithstanding the foregoing, from and after the Amendment No. 3
      Effective Date, whether or not any Event of Default is continuing, the
      Administrative Agent may direct, and at the direction of the Required
      Lenders shall direct, that all cash or securities in any Controlled
      Deposit Account (other than Borrower’s disbursement account into which
      proceeds of the Loans under (and as such term is defined in) the
      Revolving Credit Agreement are deposited) or Controlled Securities
      Account be transferred on a daily basis to a deposit account maintained
      by and in the name of the Administrative Agent (which may be the deposit
      account described in Section 2.13(a)) for application to the
      Obligations”.
    

    
             (j)  Section 8.16
      of the Original Credit Agreement is hereby amended by amending and
      restating clause (ii) thereof in its entirety as
      follows:  “(ii)          Liens permitted by Section
      8.2(a) or Section 8.2(b),”
    

    
             (k)  Section 9.1
      of the Original Credit Agreement is hereby amended by (i) replacing the
      period ending paragraph (h) of such Section 9.1 with “; or” and
      (ii) adding the following immediately thereafter:
    

    
      “(i)  the Borrower shall extend the expiration date of the Exchange
      Offer and Consent Solicitation Relating to Debt Securities Issued by
      Dayton Superior Corporation, issued by the Borrower on July 15, 2008
      (the “Exchange Offer”), to a date beyond April 9, 2009 or
      shall accept any of the Senior Subordinated Notes pursuant to the
      Exchange Offer.
    

    
      (j)  the Borrower shall fail on or prior to April 9, 2009 to negotiate
      and deliver to the Administrative Agent a letter of intent or definitive
      term sheet for the acquisition of the Borrower by a Person acceptable to
      the Lenders on terms and conditions satisfactory to the Lenders; or
    

    
      (k)  the Borrower shall fail to pay on or prior to 5:00 p.m. (New York
      time) on March 23, 2009, to the Administrative Agent, Gibson, Dunn &
      Crutcher LLP or King & Spalding LLP, in each case, in immediately
      available funds, the  fees and expenses and respective deposits
      described in Section 2(a) of Amendment No. 3.”
    

    

    

    
      
        

        

      

      
        
          4
        

        
          


        

      

      
        

        

      

    

    

    

    
             (l)  Section 9.2
      of the Original Credit Agreement is amended by replacing the phrase
      “During the continuance of any Event of Default, the Administrative
      Agent may, and, at the request of the Required Lenders shall,” with the
      phrase “During the continuance of any Event of Default the
      Administrative Agent (so long as General  Electric Capital Corporation
      is the Administrative Agent) may, or (so long as (x) General Electric
      Capital Corporation is not the Administrative Agent and (y) the
      “Obligations” under and as such term is defined in the Revolving Credit
      Agreement have been or are concurrently being, accelerated), General
      Electric Capital Corporation may, and at request of the Required
      Lenders, the Administrative Agent shall,”.
    

    
             (m)  Section
      10.9(a) of the Original Credit Agreement is amended by amending and
      restating the first sentence thereof in its entirety as follows:  “The
      Administrative Agent may resign at any time and shall resign upon the
      written request of the Required Lenders in the event that an Event of
      Default is continuing, in each case by delivering notice of such
      resignation to the Lenders and the Borrower, effective on the date set
      forth in such notice (which date shall, in the case of a resignation
      upon request of the Required Lenders, be the date specified in such
      request, if any, provided that such date is no earlier than 5 days and
      no later than 30 days after the date such request is sent) or, if no
      such date is set forth therein, upon the date such notice shall be
      effective.”
    

    
             (n)  Section
      11.1(a)(iv) of the Original Credit Agreement is amended by replacing
      the phrase “or to the application of any payment, including as set forth
      in Section 2.12” with the phrase “but shall apply to the
      application of all payments, including as set forth in Section 2.12.”
    

    
             (o)  Section
      11.1(a)(vii) of the Original Credit Agreement is amended by
      inserting immediately prior to the semicolon ending such section the
      following “or change to a lesser percentage or number of Lenders any
      requirement that the Lenders approve any document or documents, event or
      circumstance”.
    

    
             (p)  Section
      11.3(c) of the Original Credit Agreement is amended by replacing the
      text “including fees and disbursements of counsel, limited, solely in
      the case of Lenders other than the Administrative Agent, to one legal
      counsel” at the end of such Section 11.3(c) with the
      following text: “including fees and disbursements of (x) one legal
      counsel to the Administrative Agent (or, if GE Capital shall no longer
      be the Administrative Agent, one legal counsel to GE Capital) and (y)
      one legal counsel to, collectively, the Lenders other than GE Capital,
      which shall be selected by such Lenders (or, upon written notice from
      any such Lender to the Borrower that such Lenders do not wish to be
      represented by the same legal counsel, 50% of the fees and disbursements
      of one legal counsel to each such other Lender individually, to be
      selected in each case by each such other Lender, provided that no such
      Lender may select Gibson, Dunn & Crutcher LLP as its legal counsel in
      such event, and Gibson, Dunn & Crutcher LLP shall resign as counsel to
      such other Lenders upon joint written request of such other Lenders and
      payment of all accrued fees and disbursements of Gibson, Dunn & Crutcher
      LLP through such date of resignation), and one financial advisor to the
      Lenders”.
    

    

    

    
      
        

        

      

      
        
          5
        

        
          


        

      

      
        

        

      

    

    

    

    
      Section 2.
FEES AND EXPENSES
    

    
             (a)  On or prior to 5:00 p.m. (New York time) on March 23, 2009,
      Borrower shall promptly pay to Administrative Agent all reasonable
      costs, expenses and charges incurred by Administrative Agent in
      connection with the preparation, negotiation, execution and delivery of
      this Agreement and any documents and instruments relating hereto
      pursuant to and consistent with Section 11.3 of the Credit
      Agreement.  On or prior to 5:00 p.m. (New York time) on March 23, 2009,
      the Borrower shall deposit with Gibson, Dunn & Crutcher LLP, counsel for
      Davidson Kempner Capital Management LLC and Silverpoint Capital, L.P.,
      as Lenders, $50,000 to be applied toward payment of legal fees and
      disbursements of Gibson, Dunn & Crutcher LLP, and shall deposit with
      King & Spalding LLP, counsel for Administrative Agent, $25,000 to be
      applied toward payment of legal fees and expenses of King & Spalding
      LLP, in each case as incurred, in representation of such Lenders and the
      Administrative Agent, as the case may be, in connection with this
      Amendment No. 3 and the preservation of their rights and any potential
      restructuring, as provided under Section 11.3(c) of the Original
      Credit Agreement; and the Borrower agrees to pay all such fees and
      expenses, if any, in excess of such amount, to the extent payable under Section
      11.3(c) of the Original Credit Agreement, upon demand by such
      Lenders or the Administrative Agent, as the case may be.  Borrower also
      confirms its obligation under Section 11.3 of the Credit
      Agreement to reimburse all reasonable costs, fees and expenses of an
      independent financial consultant selected by the Administrative Agent
      and the Revolving Credit Administrative Agent (as retained by
      independent counsel to the Administrative Agent and the Revolving Credit
      Administrative Agent); provided, that the Required Lenders may,
      in their sole discretion, on behalf of the Lenders, select an
      independent financial consultant to the Lenders to be retained by one or
      more of the Lenders or counsel to one of more of the Lenders, in any
      case, as determined by the Required Lenders, and notwithstanding
      anything in Section 11 of the Credit Agreement to the contrary,
      Borrower shall reimburse all reasonable costs, fees and expenses of such
      financial consultant, and Administrative Agent shall not be entitled to
      reimbursement by Borrower for the costs or expenses of a separate
      financial consultant to Administrative Agent, in its capacity as such.  
    

    
             (b)  In consideration of the execution by Administrative Agent
      and the Lenders of this Agreement and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby
      acknowledged, each Lender signing this Agreement shall earn a
      non-refundable fee, payable by Borrower on the Amendment No. 3 Effective
      Date to Administrative Agent for the pro rata benefit of such Lenders
      without offset, deduction or withholding of any kind, in an amount equal
      to 3.0% of such Lender’s outstanding Term Loans under the Credit
      Agreement as of the date hereof (without giving effect to this
      Agreement).  Such fee shall be paid-in-kind and capitalized as an
      additional principal amount of the Term Loans, and which shall, at the
      request of any Lender to whom such capitalized fee is owing, be
      evidenced by PIK Notes in the form of Exhibit K attached to the Credit
      Agreement.
    

    

    

    
      
        

        

      

      
        
          6
        

        
          


        

      

      
        

        

      

    

    

    

    
      Section 3.
CONDITIONS TO EFFECTIVENESS
    

    
      This Amendment No. 3 shall be effective as of March 23, 2009 (the “Amendment
      No. 3 Effective Date”), subject to and upon satisfaction on or prior
      to such date of the following conditions: (i) receipt by the
      Administrative Agent of one or more counterparts of this Amendment No. 3
      executed and delivered by the Borrower, the Administrative Agent and the
      Lenders, (ii) receipt by the Administrative Agent of evidence
      satisfactory to the Administrative Agent that the Revolving Credit
      Agreement has been amended (or is concurrently being amended) pursuant
      to an amendment in the form of Annex I hereto (the “Revolving
      Credit Facility Amendment”), (iii) receipt by the Administrative
      Agent of a certificate of a Responsible Officer that no Default or Event
      of Default has occurred or is continuing, and (iv) the Borrower shall
      have delivered a PIK Note to each Lender that has made a request
      therefor of the Borrower representing such Lender’s pro rata portion of
      the principal amount of the fee referred to in, and capitalized pursuant
      to, Section 2(b) hereof.
    

    
      Section 4.
LIMITATION ON SCOPE
    

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

    
      Section 5.
MISCELLANEOUS
    

    
             (a)  The Borrower hereby represents and warrants that (i) this
      Amendment No. 3 has been duly authorized and executed by it, and the
      Original Credit Agreement, as amended by this Amendment No. 3, is its
      legal, valid and binding obligation, enforceable in accordance with its
      terms, except as such enforceability may be limited by applicable
      bankruptcy, moratorium and similar laws affecting the rights of
      creditors in general; (ii) this Amendment No. 3 is being delivered in
      the State of New York; and (iii) each of the representations and
      warranties made or deemed made by Borrower under the Original Credit
      Agreement is true and correct as of the date of this Amendment No. 3.
    

    

    

    
      
        

        

      

      
        
          7
        

        
          


        

      

      
        

        

      

    

    

    

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

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

    
             (d)  The Borrower hereby acknowledges, confirms and agrees that
      as of the Amendment No. 3 Effective Date (giving effect to the
      provisions of this Amendment No. 3), the Borrower is in the aggregate
      indebted to the Administrative Agent and Lenders for Term Loans under
      the Loan Documents in the principal amount of $102,227,500, and that all
      such obligations under the Credit Agreement owing by the Borrower
      together with interest accrued and accruing thereon, and all fees,
      costs, expenses and other charges now or hereafter payable by the
      Borrower to the Administrative Agent and each Lender pursuant to the
      terms of the Loan Documents and this Amendment No. 3, are
      unconditionally owing by the Borrower to each Lender, without offset,
      defense or counterclaim of any kind, nature or description whatsoever
    

    
             (e)  The Administrative Agent and each Lender party to this
      Amendment No. 3 hereby consents to the amendments and modifications set
      forth in that certain Revolving Credit Facility Amendment attached
      hereto as Annex I.
    

    
             (f)  The Borrower hereby represents and warrants as of the date
      hereof in favor of the Administrative Agent and each Lender that each
      and every representation and warranty heretofore made by the Borrower in
      the Original Credit Agreement and the other Loan Documents is true and
      correct as if made on the date hereof (except to the extent such
      representations and warranties expressly relate to an earlier date in
      which case such representations and warranties were true and correct in
      all material respects as of such earlier date) and with specific
      reference to this Amendment No. 3 and all other Loan Documents executed
      and/or delivered in connection herewith, provided that the
      representation and warranty contained in this paragraph (f) shall not
      apply to the representation and warranty contained in Section 4.5
      of the Original Credit Agreement or the representation and warranty
      contained in Section 4.6 of the Original Credit Agreement, except
      to the extent that the representation and warranty contained in Section
      4.6 of the Original Credit Agreement constitutes a representation
      and warranty that the Borrower is Solvent within the meaning of clause
      (c) of the definition of the term ‘Solvent’.
    

    
             (g)  The Borrower agrees that all Loan Documents remain in full
      force and effect notwithstanding the execution and delivery of this
      Amendment No. 3.
    

    
             (h)  This Amendment No. 3 may be executed by the parties hereto
      in separate counterparts, each of which when so executed and delivered
      shall be deemed an original, but all of which counterparts together
      shall constitute but one and the same instrument.
    

    

    

    
      
        

        

      

      
        
          8
        

        
          


        

      

      
        

        

      

    

    

    

    
             (i)  All references in the Loan Documents to the “Credit
      Agreement” and in the Original Credit Agreement as amended hereby to
      “this Agreement,” “hereof,” “herein” or the like shall mean and refer to
      the Original Credit Agreement as amended by this Amendment No. 3 (as
      well as by all subsequent amendments, restatements, modifications and
      supplements thereto).
    

    
             (j)  Each of the following provisions of the Original Credit
      Agreement is hereby incorporated herein by this reference with the same
      effect as though set forth in its entirety herein, mutatis mutandis,
      and as if “this Agreement” in any such provision read “this Amendment
      No. 3”: Section 11.11 (Notices), Section 11.13
      (Governing Law), Section 11.14 (Jurisdiction), Section 11.15
      (Waiver of Jury Trial), Section 11.16 (Severability) and Section
      11.18 (Entire Agreement).
    

    
      Section 6.
RELEASE
    

    
      Borrower hereby releases, acquits, and forever discharges the
      Administrative Agent and each of the Lenders and each past or present
      affiliate, officer, director, agent, servant, employee, representative
      and attorney of the Administrative Agent and the Lenders from any and
      all claims, causes of action, suits, debts, liens, obligations,
      liabilities, demands, losses, costs and expenses (including attorneys’
      fees) of any kind, character, or nature whatsoever, known or unknown,
      fixed or contingent, which Borrower may have or claim to have now or
      which may hereafter arise out of or connected with any act of commission
      or omission of the Administrative Agent or any Lender existing or
      occurring prior to the date of this Amendment No. 3 or any instrument
      executed prior to the date of this Amendment No. 3 including, without
      limitation, any claims, liabilities or obligations arising with respect
      to the Original Credit Agreement or the other of the Loan
      Documents.  The provisions of this Section 6 shall be
      binding upon Borrower and shall inure to the benefit of the
      Administrative Agent and the Lenders and each past or present affiliate,
      officer, director, agent, servant, employee, representative and attorney
      of the Administrative Agent and the Lenders.
    

    
      [signature pages follow]
    

    

    

    
      
        

        

      

      
        
          9
        

        
          


        

      

      
        

        

      

    

    

    

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

    
      BORROWER:
    

    
      DAYTON SUPERIOR CORPORATION, a
Delaware corporation
    

    
      By: /s/ Edward J. Puisis______________________
      Name:  Edward
      J. Puisis
      Title: Executive Vice President and CFO
    

    
      LENDERS:
    

    
      GENERAL ELECTRIC CAPITAL CORPORATION,
    

    
      as Administrative Agent and a Lender
    

    
      By: /s/ Michelle Handy______                      
      Name:
      Michelle Handy
      Title:  Its Duly Authorized Signatory
    

    
      DK ACQUISITION PARTNERS, LP, as a Lender
    

    
      By: M.H. DAVIDSON & CO., its general partner
    

    
      By: /s/ Avi Friedman                                        
      Name:
      Avi Friedman
      Title:  General Partner
    

    
      
        

        

      

      
        
          10
        

        
          


        

      

      
        

        

      

    

    
      FIELD POINT III, LTD., as a Lender
    

    
      By: /s/ Michael A. Gatto____                      
      Name:
      Michael A. Gatto
      Title:  Authorized Signatory
    

    

    

    
      FIELD POINT IV, LTD., as a Lender
    

    
      By: /s/ Michael A. Gatto____                      
      Name:
      Michael A. Gatto
      Title:  Authorized Signatory
    

    

    

    
      GRAND CENTRAL ASSET TRUST, SIL
SERIES, as a Lender
    

    
      By: /s/ Brian Schott______                        
      Name:
      Brian Schott
      Title:  Attorney-in-fact
    

    

    

    
      
        

        

      

      
        
          11
        

        
          


        

      

      
        

        

      

    

    

    

    
      Annex I
    

    
      Please see attached.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Please see Exhibit 10.2