Exhibit 10.1
    

    

    

    
      AMENDMENT NO. 2
    

    
      This AMENDMENT NO. 2, dated as of March 23, 2009 (“Amendment
      No. 2”), is entered into by and among DAYTON SUPERIOR CORPORATION, a
      Delaware corporation (the “Borrower”), the persons
      designated as “Lenders” on the signature pages hereto (the “Lenders”),
      and GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), a
      Delaware corporation, as administrative agent (in such capacity, the “Administrative
      Agent”).
    

    
      WHEREAS, the Borrower, the other Loan Parties, the Lenders and GE
      Capital, as administrative agent and collateral agent, are party to the
      Revolving Credit Agreement dated as of March 3, 2008 (as amended by
      Amendment No. 1, 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. 2, are willing to amend the Original Credit Agreement as
      provided herein.
    

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

    
      Section 1.
AMENDMENT
    

    
      Subject to the satisfaction of the condition to effectiveness referred
      to in Section 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:
    

    
      “’Additional Special Overadvance’ shall have the
      meaning provided in Section 2.1(c).”
    

    
      ‘“Amendment No. 2’ means Amendment No. 2 to this
      Agreement dated as of March 23, 2009 among the Borrower, the
      Administrative Agent and the Lenders signatory thereto.”
    

    
      ‘“Amendment No. 2 Effective Date’ means March 23,
      2009.”
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      ‘“Fee PIK Amount’ shall have the meaning provided in
      Section 2(b) of Amendment No. 2.”
    

    
             (b)  The definition of “Amendment
      No. 2 “ appearing in Section 1.1 of the Original Credit Agreement is
      amended by replacing the phrase “No. 2” with the phrase “No. 1” in each
      place it appears therein.
    

    
             (c)  The definition of “Amendment
      No. 2 Effective Date” appearing in Section 1.1 of the Original
      Credit Agreement is amended by replacing the phrase “No. 2” with the
      phrase “No. 1” in each place it appears.
    

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

    
      “‘Applicable Margin’ means (i) in the case of any
      Eurodollar Rate Loan (other than any Eurodollar Rate Loan constituting a
      Special Overadvance), 6.50%, per annum (ii) in the case of any Base Rate
      Loan (other than any Eurodollar Rate Loan constituting a Special
      Overadvance), 5.50% per annum, (iii) in the case of Eurodollar Rate
      Loans constituting a Special Overadvance (other than the Additional
      Special Overadvance), 8.00% per annum, (iv) in the case of any Base Rate
      Loan constituting a Special Overadvance (other than the Additional
      Special Overadvance), 7.00% per annum, (v) in the case of Eurodollar
      Rate Loans constituting the Additional Special Overadvance, 10.00% per
      annum and (vi) in the case of any Base Rate Loan constituting the
      Additional Special Overadvance, 11.00% per annum.”
    

    
             (e)  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.”
    

    

    

    
      
        

        

      

      
        
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             (f)  The definition of the term “Borrowing
      Availability” is amended by inserting the following after the phrase
      “Revolving Loans” in each instance it appears in clause (a) and clause
      (b) of such definition: “(other than the principal amount of the
      Revolving Loans constituting the Fee PIK Amounts)”.
    

    
             (g)  The definition of the term “Eurodollar
      Base Rate” appearing in Section 1.1 of the Original
      Credit Agreement is amended by inserting immediately after the phrase
      “Eurodollar Rate Loan,” appearing therein, the phrase “the greater of
      (i) 3.25% and (ii)”.
    

    
             (h)  The definition of “PIK
      Loan,” Revolving Loan” and “Swing Loan”
      appearing in Section 1.1 of the Original Credit Agreement are
      amended by changing each reference to “Section 2.19”
      appearing in each such definition to “Section 2.21”.
    

    
             (i)  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.”
    

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

    
                “2.1      The
      Commitments11.  .    (a) Commitments.  On
      the terms and subject to the conditions contained in this Agreement,
      each Lender severally, but not jointly, agrees to make loans in Dollars
      (each a “Revolving Loan”) to the Borrower from time to time
      on any Business Day during the period from the date hereof until the
      Termination Date in an aggregate principal amount at any time
      outstanding for all such loans by such Lender not to exceed such
      Lender’s Commitment; provided, however, that at no
      time shall any Lender be obligated to make a Revolving Loan in excess of
      such Lender’s Pro Rata Share of the amount by which then effective
      Commitments exceeds the aggregate Revolving Credit Outstandings at such
      time and provided, further, the amount of any Revolving
      Loan to be made at any time shall not exceed Borrowing Availability
      except as permitted by Section 2.1(b) and Section 2.1(c).  Within
      the limits set forth in the first sentence of this clause (a),
      amounts of Revolving Loans repaid may be re-borrowed under this Section 2.1.  Notwithstanding
      the foregoing and notwithstanding anything to the contrary contained in
      this Agreement, from and after the Amendment No. 2 Effective Date, no
      Lender shall have any obligation to make any Swing Loan or Revolving
      Loan or issue any Letter of Credit, and the Borrower shall not request
      any Swing Loan, Revolving Loan or Letter of Credit (other than any
      extension of any Letter of Credit to a date not later than the Scheduled
      Maturity Date), except that, subject to the terms of this Agreement,
      including the conditions set forth in Section 3.2 and Section
      2.2 and the delivery of a Notice of Borrowing, the Borrower may
      request and the Lenders shall be obligated to make Revolving Loans in an
      aggregate principal amount not to exceed the aggregate amounts received
      in collected funds on or after the Amendment No. 2 Effective Date by the
      Administrative Agent in the “Collection Account” (as such term is
      defined in the Pledged Account Agreement, dated as of March 3, 2008, by
      and among Keybank National Association, the Borrower, the Administrative
      Agent and the Term Loan Administrative Agent) and applied to reduce the
      principal of the Revolving Loans. Notwithstanding anything to the
      contrary contained in this Agreement, from and after the Amendment No. 2
      Effective Date, the collected funds received in the Collection Account
      shall be applied to the Obligations in such manner and order as the
      Administrative Agent shall determine.”
    

    

    

    
      
        

        

      

      
        
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             (l)  Section
      2.1(c) of the Original Credit Agreement is amended and restated in
      its entirety as follows:
    

    
                          “(c)      From the Closing Date to the date (the "Special
      Overadvance Maturity Date") that is the earlier of the Scheduled
      Maturity Date and the date that is twenty four months after the Closing
      Date, and subject to compliance with all terms and conditions (other
      than the Borrowing Base Availability Limitation) for borrowing or
      Issuance of Letters of Credit hereunder (and in the manner otherwise
      provided for the borrowing of Revolving Loans and Swing Loans and
      Issuance of Letters of Credit in this Agreement), the Borrower shall be
      entitled under this Section 2.1(c) to utilize the Commitments and
      Swingline Commitment to borrow and repay (or have outstanding) Revolving
      Loans and Swing Loans and to obtain the Issuance of Letters of Credit,
      in each case, that constitute, upon the making thereof (or, in the case
      of the Additional Special Overadvance (as defined below) constitute as
      of the Amendment No. 2 Effective Date), Overadvances (each, including,
      without limitation, the Additional Special Overadvance (as defined
      below), a "Special Overadvance" and collectively, the "Special
      Overadvances"), in an aggregate outstanding principal or outstanding
      undrawn or unreimbursed amount not to exceed (i) from the Closing Date
      to, but excluding, the date that is six months after the Closing Date,
      $20,000,000, (ii) from and including the date that is six months after
      the Closing Date to, but excluding, the date that is twelve months after
      the Closing Date, $17,000,000, (iii) (x) from and including the date
      that is twelve months after the Closing Date to, but excluding, the date
      that is eighteen months after the Closing Date, $14,000,000, plus (y)
      from and including the Amendment No. 2 Effective Date through the
      earlier of (x) April 9, 2009 and (y) the Scheduled Maturity Date, an
      amount (the “Additional Special Overadvance”) equal to the
      lesser of (1) $13,500,000 and (2) the amount, in excess of $14,000,000,
      by which the Revolving Credit Outstandings as of the Amendment No. 2
      Effective Date exceed the Borrowing Base (giving effect as of such date
      to the appraisals received by the Administrative Agent on or about March
      20, 2009),  (iv) from and including the date that is eighteen months
      after the Closing date to, but excluding, the date that is twenty-four
      months after the Closing Date $7,000,000 and (v) from and including the
      date that is twenty four months after the Closing Date, $0. The Borrower
      shall immediately repay (i) the outstanding principal balance of the
      Special Overadvance on the Special Overadvance Maturity Date (and in any
      event shall repay the Additional Special Overadvance on the earlier of
      April 9, 2009 and the Scheduled Maturity Date), and (ii) any portion of
      the Special Overadvance that exceeds the maximum amount of permitted
      Special Overadvances under this Section 2.1(c). A Notice of
      Borrowing requesting a Revolving Loan or Swing Loan and an L/C Request,
      in each case, that constitutes in whole or in part a Special Overadvance
      shall identify same as such, and specify the amount that constitutes a
      Special Overadvance.  All the Lenders shall be bound to make, or permit
      to remain outstanding Special Overadvances based upon their Pro Rata
      Shares of the Commitments in accordance with the terms of this
      Agreement.  In making such identification, the Borrower shall refer to
      the Borrowing Base as reflected in its most recently delivered Borrowing
      Base Certificate.”
    

    

    

    
      
        

        

      

      
        
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             (m)  Section 2.2
      of the Original Credit Agreement is amended by (i) replacing the figure
      “$1,000,000” appearing therein with the figure “$250,000” and (ii)
      adding the following sentence at the end of such Section 2.2:
      “Notwithstanding anything to the contrary contained in this Agreement,
      each Notice of Borrowing delivered on or after the Amendment No. 2
      Effective Date shall specify an Interest Period of one month.”
    

    
             (n)  Section
      2.4(a) of the Original Credit Agreement is hereby amended by
      replacing the date “March 14, 2009” in each instance in which it appears
      therein with the date “April 9, 2009”.
    

    
             (o)  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. 2 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,”.
    

    
             (p)  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. 2 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.”
    

    
             (q)  Section
      2.11(b) of the Original Credit Agreement is hereby amended by
      inserting the following immediately prior to the word “and” ending
      clause (ii)(A) of such Section 2.11(b): “or, from and after the
      Amendment No. 2 Effective Date, on the last day of each calendar month”.
    

    
             (r)  Section
      2.11(c) of the Original Credit Agreement is hereby amended by adding
      a new sentence at the end of such Section 2.11(c) as follows:
      “Notwithstanding the foregoing and notwithstanding the terms of the Fee
      Letter, the Borrower shall, in lieu of the administration fee payable
      under the Fee Letter, pay an administration fee to the Administrative
      Agent in the amount of $125,000, payable on the Amendment No. 2
      Effective Date and (y) $200,000 per year thereafter, payable on each
      anniversary of the Amendment No. 2 Effective Date.”
    

    

    

    
      
        

        

      

      
        
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             (s)  Section 2.19
      of the Original Credit Agreement is renumbered effective as of the
      Amendment No.1 Effective Date as Section 2.21 and is amended and
      restated in its entirety as follows:
    

    
      “Section 2.21  PIK Provisions.  
    

    
      A portion of the interest accruing on the Loans and the other
      Obligations pursuant to Section 2.9 hereof, up to an amount of
      interest (x) in the case of interest (other than interest on Special
      Overadvances), representing a per annum rate of 4.00%, (y) in the case
      of interest on Special Overadvances (other than the Additional  Special
      Overadvance), representing a per annum rate of 3.00% per annum and (z)
      in the case of interest on the Additional Special Overadvance,
      representing a per annum rate of 5.00% per annum, may (in the case of
      (x), (y) and/or (z)), at the Borrower’s election (which election, and
      the amount thereof, shall be notified irrevocably in writing by the
      Borrower to the Administrative Agent no later than ten Business Days
      prior to the end of the applicable period for which accrued interest is
      required to be paid, or, in the case of interest paid on demand, no
      later than the date of such payment on demand), be paid in kind and
      capitalized as additional principal obligations on and as of the date
      for payment thereof as provided for in this Agreement or any Loan
      Document  (payable to the Lenders pro rata), all of which shall
      constitute Obligations as defined herein (such Obligations constituting
      capitalized amounts, “PIK Loans” which PIK Loans shall be
      deemed made on the date of the capitalization of such amounts) hereunder
      and constitute a part of the principal outstanding amount of the Loans
      for all purposes hereof (including the accrual of interest thereon at
      the rates applicable to Loans generally), and which may, at the request
      of any Lender to whom such capitalized interest is owing, be evidenced
      by PIK Notes in the form of Exhibit K hereto (and, if so requested by a
      Lender prior to the date of such capitalization, the Borrower shall have
      delivered a PIK Note evidencing such capitalized amounts to such Lender
      no later than such date of capitalization).  Each Lender is hereby
      authorized by the Borrower to enter on a schedule attached to any of its
      PIK Notes a record of amounts capitalized as principal and evidenced
      thereby, and amounts repaid or prepaid thereon, and such entries shall
      be conclusive in the absence of manifest error; provided, however, that
      the failure by any Lender to request or hold any PIK Note or to make any
      such entry or any error in making such entry shall not limit or
      otherwise affect the obligation of the Borrower and the rights and
      remedies of any Lender hereunder (including in respect of that portion
      of the Loan constituting capitalized interest) or and on or under the
      PIK Notes.”.
    

    

    

    
      
        

        

      

      
        
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             (t)  Section
      3.2(b)(i) of the Original Credit Agreement is amended by inserting
      the following immediately after the phrase “representation or warranty”
      appearing in such Section 3.2(b)(i): “other than, after the
      Amendment No. 2 Effective Date, the representation and warranty
      contained in Section 4.5 and other than the representation and
      warranty contained in Section 4.6 except to the extent that the
      representation and warranty contained in Section 4.6 constitutes a
      representation and warranty that Borrower is Solvent within the meaning
      of clause (c) of the definition of the term ‘Solvent’).”
    

    
             (u)  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)”.
    

    
             (v)  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. 2 Effective Date, weekly,
      on Friday of each week, the Borrower shall deliver (i) to the
      Administrative Agent and the Lenders a Borrowing Base Certificate with
      respect to Borrower and its Domestic Subsidiaries, accompanied by such
      supporting detail and documentation as requested by the Administrative
      Agent in its reasonable discretion 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
      Term Loan 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.
    

    

    

    
      
        

        

      

      
        
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      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.”
    

    
             (w)  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.”
    

    

    

    
      
        

        

      

      
        
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             (x)  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. 2
      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 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”.
    

    
             (y)  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),”
    

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

    
       “(j)  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; or
    

    
      (k)  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 Administrative Agent on terms and conditions satisfactory to the
      Administrative Agent; or
    

    
      (l)  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 or King & Spalding
      LLP, in each case, in immediately available funds, the  fees and
      expenses and deposit described in Section 2(a) of Amendment No.
      2.”
    

    
            (aa)  Exhibit C to
      the Original Credit Agreement is hereby replaced by Exhibit C
      attached hereto.
    

    
      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 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 the Administrative Agent in connection with this
      Amendment No. 2 and the preservation of their rights and any potential
      restructuring, as provided under Section 11.3(c) of the Original
      Credit Agreement; and the Borrower agrees to pay all such fees and
      expenses, if any, in excess of such amount, to the extent payable under Section
      11.3(c) of the Original Credit Agreement, upon demand by such
      Lenders 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 Term Loan Administrative Agent (as retained by independent
      counsel to the Administrative Agent and the Term Loan 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.  
    

    

    

    
      
        

        

      

      
        
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             (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. 2 Effective
      Date to Administrative Agent for the pro rata benefit of each Lender
      without offset, deduction or withholding of any kind, in an amount equal
      to 3.0% of such Lender’s Commitment.  Such fee shall be paid-in-kind and
      capitalized as an additional principal amount of the Revolving Loan
      owing to such Lender (such amount, for each Lender, the “Fee
      PIK Amount”), 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.
    

    
      Section 3.
CONDITIONS TO EFFECTIVENESS
    

    
      This Amendment No. 2 shall be effective as of March 23, 2009 (the “Amendment
      No. 2 Effective Date”), subject to and upon satisfaction on or prior
      to such date of the following conditions: (i) receipt by the
      Administrative Agent of one or more counterparts of this Amendment No. 2
      executed and delivered by the Borrower, the Administrative Agent and the
      Lenders, (ii) receipt by the Administrative Agent of evidence
      satisfactory to the Administrative Agent that the Term Loan Credit
      Agreement has been amended (or is concurrently being amended) pursuant
      to an amendment in the form of Annex I hereto (the “Term Loan
      Facility Amendment”), (iii) receipt by the Administrative Agent 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.
    

    

    

    
      
        

        

      

      
        
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      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. 2 has been duly authorized and executed by it, and the
      Original Credit Agreement, as amended by this Amendment No. 2, is its
      legal, valid and binding obligation, enforceable in accordance with its
      terms, except as such enforceability may be limited by applicable
      bankruptcy, moratorium and similar laws affecting the rights of
      creditors in general; (ii) this Amendment No. 2 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. 2.
    

    
             (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.
    

    

    

    
      
        

        

      

      
        
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             (d)  The Borrower hereby acknowledges, confirms and agrees that
      as of the Amendment No. 2 Effective Date (giving effect to the
      provisions of this Amendment No. 2), the Borrower is in the aggregate
      indebted to the Administrative Agent and Lenders for Loans under the
      Loan Documents in the principal amount of $110,770,000, and that all
      such obligations under the Credit Agreement owing by the Borrower
      together with interest accrued and accruing thereon, and all fees,
      costs, expenses and other charges now or hereafter payable by the
      Borrower to the Administrative Agent and each Lender pursuant to the
      terms of the Loan Documents and this Amendment No. 2, are
      unconditionally owing by the Borrower to each Lender, without offset,
      defense or counterclaim of any kind, nature or description whatsoever
    

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

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

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

    
             (h)  This Amendment No. 2 may be executed by the parties hereto
      in separate counterparts, each of which when so executed and delivered
      shall be deemed an original, but all of which counterparts together
      shall constitute but one and the same instrument.
    

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

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

    

    

    
      
        

        

      

      
        
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      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. 2 or any instrument
      executed prior to the date of this Amendment No. 2 including, without
      limitation, any claims, liabilities or obligations arising with respect
      to the Original Credit Agreement or the other of the Loan
      Documents.  The provisions of this Section 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]
    

    
      
        

        

      

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

    
      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
    

    

    

    
      
        

        

      

      
        
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      Annex I
    

    
      Please see attached
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Please see Exhibit 10.1

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      

      EXHIBIT C
TO
REVOLVING CREDIT AGREEMENT


FORM
      OF NOTICE OF BORROWING
    

    
      GENERAL ELECTRIC CAPITAL CORPORATION
      as Administrative Agent
      under the
      Credit Agreement referred to below
    

    
                                                                                                          _________
      __, ____
    

    
      Attention:
    

    
      Re:       Dayton Superior
      Corporation (the “Borrower”)
    

    
      Reference is made to the Revolving Credit Agreement, dated as of March
      3, 2008 (as the same may be amended, restated, supplemented or otherwise
      modified from time to time, the “Credit Agreement”), among
      the Borrower, the Lenders and L/C Issuers party thereto and General
      Electric Capital Corporation, as administrative agent and collateral
      agent for such Lenders and L/C Issuers.  Capitalized terms used herein
      without definition are used as defined in the Credit Agreement.
    

    
      The Borrower hereby gives you irrevocable notice, pursuant to Section 2.1
      of the Credit Agreement, of its request for a Revolving Loan (the “Proposed
      Borrowing”) and, in that connection, sets forth the following
      information:
    

    
      A.  The date of the Proposed Borrowing is __________, ____ (the “Funding
      Date”). [a date no earlier than the immediately succeeding Business
      Day].
    

    
      B.  The aggregate principal amount of Revolving Loan is $_________, of
      which $________ consists of Base Rate Loans and $________ consists of
      Eurodollar Rate Loans having an initial Interest Period of one month.1
    

    
      The undersigned hereby certifies that the following statements are true
      on the date hereof, both before and after giving effect to the Proposed
      Borrowing:
    

    
      (i)  the representations and warranties set forth in Article IV
      of the Credit Agreement and elsewhere in the Loan Documents are true and
      correct as though made on and as of such Funding Date, except (x) to the
      extent such representations and warranties expressly relate to an
      earlier date, in which case such representations and warranties were
      true and correct as of such date, (y) for the representation and
      warranty contained in Section 4.5 and (z) for the representation
      and warranty contained in Section 4.6 except to the extent that
      the representation and warranty contained in Section 4.6
      constitutes a representation and warranty that Borrower is Solvent
      within the meaning of clause (c) of the definition of the term
      “Solvent”);
    

    

    

    



    
      1  Each Borrowing shall be in an aggregate amount that is an
      integral multiple of $250,000.
    

    

    

    
      
        

        

      

      
        
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      (ii)  no Default is continuing; and
    

    
      (iii)  the amount of the Proposed Borrowing, when added to all Revolving
      Loans made on or after the Amendment No. 2 Effective Date, does not
      exceed the aggregate collected funds received on or after the Amendment
      No. 2 Effective Date and applied to reduce the principal amount of the
      Revolving Loans.
    

    

    

    
    	
           
        	
          DAYTON SUPERIOR CORPORATION
        	

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	

        
	

        	
          Name:
        	

        
	

        	
          Title:
        	

        


    

    

    

    

    

    
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