Exhibit 10.1

                                                                  Execution Copy




                                  $150,000,000





                           REVOLVING CREDIT AGREEMENT




                            Dated as of March 3, 2008

                                      among

                  DAYTON SUPERIOR CORPORATION, AS THE BORROWER

                    THE LENDERS AND L/C ISSUERS PARTY HERETO

                                       and

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                  AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


                                      - - -


                            GE CAPITAL MARKETS, INC.,
                      AS SOLE LEAD ARRANGER AND BOOKRUNNER








                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]


<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                                                                                                Page
            <S>                 <C>                                                                              <C>
ARTICLE 1 DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS........................................................1

         Section 1.1       Defined Terms..........................................................................1
         Section 1.2       UCC Terms.............................................................................28
         Section 1.3       Accounting Terms and Principles.......................................................28
         Section 1.4       Payments..............................................................................28
         Section 1.5       Interpretation........................................................................28

ARTICLE 2 THE REVOLVING CREDIT FACILITY..........................................................................29

         Section 2.1       The Commitments.......................................................................29
         Section 2.2       Borrowing Procedures..................................................................30
         Section 2.3       Swing Loans...........................................................................31
         Section 2.4       Letters of Credit.....................................................................32
         Section 2.5       Reduction and Termination of the Commitments..........................................35
         Section 2.6       Repayment of Loans....................................................................35
         Section 2.7       Optional Prepayments..................................................................35
         Section 2.8       Mandatory Prepayments.................................................................35
         Section 2.9       Interest..............................................................................36
         Section 2.10      Conversion and Continuation Options...................................................36
         Section 2.11      Fees..................................................................................37
         Section 2.12      Application of Payments...............................................................38
         Section 2.13      Payments and Computations.............................................................39
         Section 2.14      Evidence of Debt......................................................................40
         Section 2.15      Suspension of Eurodollar Rate Option..................................................41
         Section 2.16      Breakage Costs; Increased Costs; Capital Requirements.................................41
         Section 2.17      Taxes.................................................................................42
         Section 2.18      Substitution of Lenders...............................................................45
         Section 2.19      Eligible Accounts.....................................................................45
         Section 2.20      Eligible Inventory....................................................................47

ARTICLE 3 CONDITIONS TO LOANS AND LETTERS OF CREDIT..............................................................49

         Section 3.1       Conditions Precedent to Initial Loans and Letters of Credit...........................49
         Section 3.2       Conditions Precedent to Each Loan and Letter of Credit................................52
         Section 3.3       Determinations of Initial Borrowing Conditions........................................52

ARTICLE 4 REPRESENTATIONS AND WARRANTIES.........................................................................52

         Section 4.1       Corporate Existence; Compliance with Law..............................................53
         Section 4.2       Loan and Related Documents............................................................53
         Section 4.3       Ownership of Group Members............................................................54
         Section 4.4       Financial Statements..................................................................54
         Section 4.5       Material Adverse Effect...............................................................54
         Section 4.6       Solvency..............................................................................54
</TABLE>

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       ii

<PAGE>

<TABLE>
<CAPTION>

             <S>                <C>                                                                             <C>
         Section 4.7       Litigation............................................................................55
         Section 4.8       Taxes.................................................................................55
         Section 4.9       Margin Regulations....................................................................55
         Section 4.10      No Defaults...........................................................................55
         Section 4.11      Investment Company Act................................................................55
         Section 4.12      Labor Matters.........................................................................55
         Section 4.13      ERISA.................................................................................56
         Section 4.14      Environmental Matters.................................................................56
         Section 4.15      Intellectual Property.................................................................56
         Section 4.16      Title; Real Property..................................................................57
         Section 4.17      Full Disclosure.......................................................................57
         Section 4.18      Patriot Act...........................................................................57

ARTICLE 5 OMITTED................................................................................................57


ARTICLE 6 REPORTING COVENANTS....................................................................................57

         Section 6.1       Financial Statements..................................................................57
         Section 6.2       Other Events..........................................................................61
         Section 6.3       Copies of Notices and Reports.........................................................62
         Section 6.4       Taxes.................................................................................62
         Section 6.5       Labor Matters.........................................................................62
         Section 6.6       ERISA Matters.........................................................................62
         Section 6.7       Environmental Matters.................................................................62
         Section 6.8       Other Information.....................................................................63

ARTICLE 7 AFFIRMATIVE COVENANTS..................................................................................63

         Section 7.1       Maintenance of Corporate Existence....................................................63
         Section 7.2       Compliance with Laws, Etc.............................................................63
         Section 7.3       Payment of Obligations................................................................63
         Section 7.4       Maintenance of Property...............................................................63
         Section 7.5       Maintenance of Insurance..............................................................64
         Section 7.6       Keeping of Books......................................................................64
         Section 7.7       Access to Books and Property..........................................................64
         Section 7.8       Environmental.........................................................................64
         Section 7.9       Use of Proceeds.......................................................................65
         Section 7.10      Additional Collateral and Guaranties..................................................65
         Section 7.11      Deposit Accounts; Securities Accounts and Cash Collateral Accounts....................66
         Section 7.12      Credit Rating.........................................................................66

ARTICLE 8 NEGATIVE COVENANTS.....................................................................................66

         Section 8.1       Indebtedness..........................................................................67
         Section 8.2       Liens.................................................................................68
         Section 8.3       Investments...........................................................................69
</TABLE>

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                      iii

<PAGE>

<TABLE>
<CAPTION>

             <S>                <C>                                                                             <C>
         Section 8.4       Asset Sales...........................................................................69
         Section 8.5       Restricted Payments...................................................................70
         Section 8.6       Prepayment of Indebtedness............................................................71
         Section 8.7       Fundamental Changes...................................................................72
         Section 8.8       Change in Nature of Business..........................................................72
         Section 8.9       Transactions with Affiliates..........................................................72
         Section 8.10      Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Payments...73
         Section 8.11      Modification of Certain Documents.....................................................73
         Section 8.12      Accounting Changes; Fiscal Year.......................................................74
         Section 8.13      Margin Regulations....................................................................74
         Section 8.14      Compliance with ERISA.................................................................74
         Section 8.15      Hazardous Materials...................................................................74

ARTICLE 9 EVENTS OF DEFAULT......................................................................................74

         Section 9.1       Definition............................................................................74
         Section 9.2       Remedies..............................................................................76
         Section 9.3       Actions in Respect of Letters of Credit...............................................76

ARTICLE 10 THE ADMINISTRATIVE AGENT..............................................................................77

         Section 10.1      Appointment and Duties................................................................77
         Section 10.2      Binding Effect........................................................................78
         Section 10.3      Use of Discretion.....................................................................78
         Section 10.4      Delegation of Rights and Duties.......................................................78
         Section 10.5      Reliance and Liability................................................................78
         Section 10.6      Administrative Agent Individually.....................................................79
         Section 10.7      Lender Credit Decision................................................................80
         Section 10.8      Expenses; Indemnities.................................................................80
         Section 10.9      Resignation of Administrative Agent or L/C Issuer.....................................80
         Section 10.10     Release of Collateral or Guarantors...................................................81
         Section 10.11     Additional Secured Parties............................................................82

ARTICLE 11 MISCELLANEOUS.........................................................................................82

         Section 11.1      Amendments, Waivers, Etc..............................................................82
         Section 11.2      Assignments and Participations; Binding Effect........................................84
         Section 11.3      Costs and Expenses....................................................................86
         Section 11.4      Indemnities...........................................................................86
         Section 11.5      Survival..............................................................................87
         Section 11.6      Limitation of Liability for Certain Damages...........................................87
         Section 11.7      Lender-Creditor Relationship..........................................................87
         Section 11.8      Right of Setoff.......................................................................88
         Section 11.9      Sharing of Payments, Etc..............................................................88
         Section 11.10     Marshaling; Payments Set Aside........................................................88
         Section 11.11     Notices...............................................................................88
</TABLE>

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       iv

<PAGE>

<TABLE>
<CAPTION>

              <S>                  <C>                                                                          <C>
         Section 11.12     Electronic Transmissions..............................................................89
         Section 11.13     Governing Law.........................................................................90
         Section 11.14     Jurisdiction..........................................................................90
         Section 11.15     Waiver of Jury Trial..................................................................91
         SECTION 11.16     Severability..........................................................................91
         Section 11.17     Execution in Counterparts.............................................................91
         Section 11.18     Entire Agreement......................................................................91
         Section 11.19     Use of Name...........................................................................91
         Section 11.20     Non-Public Information; Confidentiality...............................................91
         Section 11.21     Patriot Act Notice....................................................................92

          Schedules
          ---------

          Schedule I       -        Commitments
          Schedule II      -        Original Letters of Credit
          Schedule 1.1(a)  -        Consolidated EBITDA
          Schedule 4.2     -        Filings and Permits
          Schedule 4.3     -        Group Members and Subsidiaries
          Schedule 4.12    -        Labor Matters
          Schedule 4.13    -        ERISA
          Schedule 4.14    -        Environmental Matters
          Schedule 4.16    -        Real Property
          Schedule 8.1     -        Indebtedness
          Schedule 8.2     -        Liens
          Schedule 8.3     -        Investments

          Exhibits
          --------

          Exhibit A        -        Form of Assignment Agreement
          Exhibit B        -        Form of Note
          Exhibit C        -        Form of Notice of Borrowing
          Exhibit D        -        Form of Swingline Request
          Exhibit E        -        Form of L/C Request
          Exhibit F        -        Form of Notice of Conversion or Continuation
          Exhibit G        -        Form of Compliance Certificate
          Exhibit H        -        Form of Guaranty and Security Agreement
          Exhibit I        -        Form of Closing Checklist
          Exhibit J        -        Form of Intercreditor Agreement
          Exhibit 6.1(k)   -        Form of Borrowing Base Certificate
</TABLE>

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]


                                       v

<PAGE>


                  This Revolving Credit Agreement, dated as of MARCH 3, 2008, is
entered into among DAYTON  SUPERIOR  CORPORATION,  a Delaware  corporation  (the
"Borrower"),  the Lenders (as defined below), the L/C Issuers (as defined below)
and GENERAL ELECTRIC CAPITAL CORPORATION ("GE Capital"), as administrative agent
and collateral agent for the Lenders and the L/C Issuers (in such capacity,  and
together with its successors and permitted assigns, the "Administrative Agent").

                  The parties hereto agree as follows:

                                   ARTICLE 1
                DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

                  Section 1.1 Defined Terms.  As used  in  this  Agreement,  the
following terms have the following meanings:

         "Account  Debtor" means any Person who may become obligated to any Loan
Party  under,  with respect to, or on account of, an Account,  Chattel  Paper or
General Intangibles (including a payment intangible).

         "Accounts"  means all  "accounts,"  as such term is defined in the UCC,
now owned or hereafter  acquired by any Loan Party,  including  (a) all accounts
receivable,   other  receivables,   Rentals,  book  debts  and  other  forms  of
obligations  (other than,  except in the case of Rentals,  forms of  obligations
evidenced by Chattel Paper or Instruments), (including any such obligations that
may be  characterized as an account or contract right under the UCC), (b) all of
each Loan Party's  rights in, to and under all  purchase  orders or receipts for
goods or services,  (c) all of each Loan Party's rights to any goods represented
by any  of the  foregoing  (including  unpaid  sellers'  rights  of  rescission,
replevin,  reclamation and stoppage in transit and rights to returned, reclaimed
or  repossessed  goods),  (d) all  rights to  payment  due to any Loan Party for
property sold, leased, licensed, assigned or otherwise disposed of, for a policy
of insurance issued or to be issued, for a secondary  obligation  incurred or to
be incurred,  for energy  provided or to be  provided,  for the use or hire of a
vessel  under a charter or other  contract,  arising  out of the use of a credit
card or charge  card,  or for  services  rendered or to be rendered by such Loan
Party or in connection with any other transaction  (whether or not yet earned by
performance  on the  part of such  Loan  Party),  (e) all  healthcare  insurance
receivables,  and (f) all  collateral  security of any kind, now or hereafter in
existence,  given by any Account  Debtor or other  Person with respect to any of
the foregoing.

         "Affected Lender" has the meaning specified in Section 2.18.

         "Affiliate" means, with respect to any Person, each officer,  director,
general  partner or  joint-venturer  of such  Person and any other  Person  that
directly or indirectly  controls,  is controlled  by, or is under common control
with,  such  Person;  provided,  however,  that no  Secured  Party  shall  be an
Affiliate of the Borrower.  For purpose of this definition,  "control" means the
possession of either (a) the power to vote, or the beneficial  ownership of, 10%
or more of the Voting  Stock of such  Person or (b) the power to direct or cause
the direction of the management and policies of such Person, whether by contract
or otherwise.

         "Agreement"  means  this  Revolving  Credit  Agreement,  as it  may  be
amended, restated, supplemented or otherwise modified from time to time.

         "Applicable  Margin" means,  with respect to Revolving  Loans and Swing
Loans  (in  each  case,  except  in the  case  of any  Special  Overadvance),  a
percentage  equal to (a) during the period  commencing  on the Closing  Date and
ending on the first date of determination (as set forth below) after the Closing

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

<PAGE>


Date, the percentage set forth in the applicable column opposite Level II in the
table set forth below and (b) thereafter,  as of each date of determination  (as
set forth below) (and until the next such date of  determination),  a percentage
equal to the percentage set forth below in the  applicable  column  opposite the
level  corresponding to the daily average Borrowing  Availability as of the last
day of the most recently ended Fiscal Quarter:

------------------------------- ------------------------------------------------
If Daily Average Borrowing      Level of Applicable Margins:
Availability for the Fiscal
Quarter is:
------------------------------- ------------------------------------------------
less than $40,000,000           Level I
------------------------------- ------------------------------------------------
less than $65,000,000, but      Level II
equal to or more than
$40,000,000
------------------------------- ------------------------------------------------
more than 65,000,000            Level III
------------------------------- ------------------------------------------------


---------------------------------- ---------------------------------------------
                                             Applicable Margins
---------------------------------- ---------------------------------------------
                                    Level I        Level II        Level III
---------------------------------- -------------- --------------- --------------
Applicable Margin for Base
Rate Loans                          1.50%          1.25%           1.00%
---------------------------------- -------------- --------------- --------------
Applicable  Margin for
Eurodollar Rate Loans               2.50%          2.25%           2.00%
---------------------------------- -------------- --------------- --------------

         Each date of  determination  for the  "Applicable  Margin" shall be the
first day of the calendar  month that occurs at least one day after  delivery by
the  Borrower  to the  Administrative  Agent of  quarterly  unaudited  Financial
Statements (with the accompanying  Compliance  Certificate)  pursuant to Section
6.1(d).  Notwithstanding  anything to the contrary set forth in this  Agreement,
the Applicable  Margin shall equal the  percentage set forth in the  appropriate
row  below  Level I in the  table  above,  effective  immediately  upon  (x) the
occurrence of an Event of Default  under Section  9.1(e)(ii) or (y) the delivery
of a notice by the Administrative  Agent or the Required Lenders to the Borrower
during the  continuance  of any other  Event of  Default  pursuant  to  Sections
9.1(a), 9.1(c)(i),  9.1(d), 9.1(e)(i),  9.1(e)(iii) or 9.1(f) and, in each case,
for as long as such Event of Default shall be continuing.

         In the case of any Special  Overadvance,  "Applicable Margin" means (a)
in the case of any portion of any Special  Overadvance  consisting  of Base Rate
Loan,  4.00%  per  annum  and (b) in the  case  of any  portion  of any  Special
Overadvance consisting of Eurodollar Rate Loans, 5.00% per annum.

         "Approved  Fund" means,  with respect to any Lender,  any Person (other
than a natural  Person)  that (a) is or will be engaged  in making,  purchasing,
holding or otherwise  investing in  commercial  loans and similar  extensions of
credit in the  ordinary  course of its business and (b) is advised or managed by
(i) such Lender,  (ii) any  Affiliate of such Lender or (iii) any Person  (other
than an  individual)  or any Affiliate of any Person (other than an  individual)
that administers or manages such Lender.

         "Assignment" means an assignment agreement entered into by a Lender, as
assignor,  and any Person, as assignee,  pursuant to the terms and provisions of
Section 11.2 (with the consent of any party whose consent is required by Section
11.2),  accepted  by the  Administrative  Agent,  in  substantially  the form of
Exhibit A, or any other form approved by the Administrative Agent.

         "Base Rate" means, at any time, a rate per annum equal to the higher of
(a) the rate  last  quoted  by The Wall  Street  Journal  as the  "base  rate on
corporate  loans  posted by at least 75% of the nation's  largest  banks" in the
United  States or, if The Wall  Street  Journal  ceases to quote such rate,  the

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]


                                       2
<PAGE>


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)
and (b) the sum of 0.5% per annum and the Federal Funds Rate.

         "Base Rate Loan" means any Loan that bears  interest  based on the Base
Rate.

         "Benefit  Plan" means any  employee  benefit plan as defined in Section
3(3) of ERISA  (whether  governed by the laws of the United States or otherwise)
to which any Group Member incurs or otherwise  has any  obligation or liability,
contingent or otherwise.

         "Borrowing"  means a borrowing  consisting  of Loans  (other than Swing
Loans and Loans deemed made pursuant to Section 2.3 or 2.4) made on the same day
by the Lenders according to their respective Commitments.

         "Borrowing  Availability"  means  as of any date of  determination  the
least of (i) the aggregate  Commitments  less the sum of (a) any Revolving Loans
then outstanding (including, without duplication, the outstanding balance of L/C
Obligations then  outstanding),  and (b) any Swing Loans then outstanding,  (ii)
the Borrowing  Base,  less the sum of (a) any Revolving  Loans then  outstanding
(including, without duplication, the outstanding balance of L/C Obligations then
outstanding), and (b) any Swing Loans then outstanding, and (iii) for so long as
any Senior  Subordinated  Notes are  outstanding,  the  maximum  amount  that if
advanced on such date under this  Agreement,  whether as a  Revolving  Loan or a
Letter of Credit, would constitute  "Permitted  Indebtedness" (under and as such
term is defined in the Senior  Subordinated Notes Indenture as in effect at such
date).

         "Borrowing  Base"  means,  as of  any  date  of  determination  by  the
Administrative Agent, an amount equal to the sum at such time of:

         (a)      85% of the net amount of Eligible Accounts of the Borrower and
its Domestic Subsidiaries which are not more than 120 days past invoice date and
80% of the net amount of Eligible  Accounts  of the  Borrower  and its  Domestic
Subsidiaries  which are more  than 120 and not more  than 150 days past  invoice
date, in each case, at such time (such  percentages  being subject to adjustment
as provided in Section 2.19); plus

         (b)      (i)  the lesser of (x) 60% of the cost of  Eligible  Inventory
(other than Rental  Fleet) or (y) 85% of the Net  Orderly  Liquidation  Value of
Eligible  Inventory  (other than Rental  Fleet) of the Borrower and its Domestic
Subsidiaries  (such  percentages  being  subject to  adjustment  as  provided in
Section  2.20),  plus (ii) the lesser of (x) 60% of the cost of the Rental Fleet
or (y) 85% of the Net  Orderly  Liquidation  Value  of the  Rental  Fleet of the
Borrower  and its  Domestic  Subsidiaries  (such  percentages  being  subject to
adjustment as provided in Section 2.20); minus

         (c)      Reserves required by the Administrative Agent in its Permitted
Discretion; minus

         (d)      $15,000,000.

         "Borrowing Base Availability  Limitation" means the limitation on Loans
and Letters of Credit  imposed by clause  (ii) of the  definition  of  Borrowing
Availability.

         "Borrowing  Base  Certificate"  has the  meaning  provided  in  Section
6.1(k).

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       3
<PAGE>


         "Business Day" means any day of the year that is not a Saturday, Sunday
or a day on which  banks are  required or  authorized  to close in New York City
and, when determined in connection with notices and determinations in respect of
any  Eurodollar  Rate  or  Eurodollar  Rate  Loan  or any  funding,  conversion,
continuation,  Interest  Period or payment of any Eurodollar  Rate Loan, that is
also a day on which  dealings  in Dollar  deposits  are carried on in the London
interbank market.

         "Capital  Lease"  means,  with respect to any Person,  any lease of, or
other  arrangement  conveying  the right to use,  any  property  (whether  real,
personal or mixed) by such Person as lessee that has been or should be accounted
for as a capital lease on a balance sheet of such Person  prepared in accordance
with GAAP.

         "Capitalized Lease Obligations" means, at any time, with respect to any
Capital  Lease,  any  lease  entered  into  as part of any  Sale  and  Leaseback
Transaction of any Person or any synthetic  lease, the amount of all obligations
of such Person that is (or that would be, if such synthetic lease or other lease
were  accounted for as a Capital  Lease)  capitalized on a balance sheet of such
Person prepared in accordance with GAAP.

         "Cash Collateral Account" means a deposit account or securities account
in the name of the  Borrower  and  under the sole  control  (as  defined  in the
applicable  UCC) of the  Administrative  Agent  and (a) in the case of a deposit
account, from which the Borrower may not make withdrawals except as permitted by
the  Administrative  Agent  and (b) in the case of a  securities  account,  with
respect to which the  Administrative  Agent shall be the entitlement  holder and
the only Person authorized to give entitlement orders with respect thereto.

         "Cash  Equivalents"  means (a) any  readily-marketable  securities  (i)
issued by, or directly,  unconditionally  and fully guaranteed or insured by the
United  States  federal  government  or (ii)  issued by any agency of the United
States federal  government the obligations of which are fully backed by the full
faith  and   credit  of  the  United   States   federal   government,   (b)  any
readily-marketable  direct  obligations issued by any other agency of the United
States  federal  government,  any state of the  United  States or any  political
subdivision  of any such state or any public  instrumentality  thereof,  in each
case having a rating of at least "A-1" from S&P or at least "P-1" from  Moody's,
(c) any  commercial  paper  rated at least  "A-1" by S&P or "P-1" by Moody's and
issued by any Person organized under the laws of any state of the United States,
(d)  any  Dollar-denominated  time  deposit,  insured  certificate  of  deposit,
overnight  bank  deposit or  bankers'  acceptance  issued or accepted by (i) any
Lender or (ii) any commercial  bank that is (A) organized  under the laws of the
United States,  any state thereof or the District of Columbia,  (B)  "adequately
capitalized"  (as  defined in the  regulations  of its primary  federal  banking
regulators)  and (C) has Tier 1 capital  (as  defined  in such  regulations)  in
excess of  $250,000,000  and (e) shares of any United  States  money market fund
that (i) has substantially all of its assets invested  continuously in the types
of investments  referred to in clause (a), (b), (c) or (d) above with maturities
as set forth in the proviso below, (ii) has net assets in excess of $500,000,000
and (iii) has obtained from either S&P or Moody's the highest rating  obtainable
for  money  market  funds in the  United  States;  provided,  however,  that the
maturities of all obligations  specified in any of clauses (a), (b), (c) and (d)
above shall not exceed 365 days.

         "CERCLA" means the United States Comprehensive  Environmental Response,
Compensation, and Liability Act (42 U.S.C. ss.ss. 9601 et seq.).

         "Change of Control" means any of the following: (i) (x) any "person" or
"group"  (as such terms are used in Sections  13(d) and 14(d) of the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act")),  other than Odyssey
Investment  Partners,  one or more of its Related Parties or a Permitted  Group,
shall  become,  or obtain  rights  (whether  by means of  warrants,  options  or

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       4
<PAGE>


otherwise) to become,  the  "beneficial  owner" (as defined in Rules 13(d)-3 and
13(d)-5 under the Exchange Act, except that such person or group shall be deemed
to have beneficial ownership of all shares that any such person or group has the
right to acquire,  whether such right is  exercisable  immediately or only after
the  passage of time),  directly or  indirectly,  of more than 35% of the voting
power of the issued and  outstanding  shares of Stock of the Borrower having the
right to vote for the  election of  directors  of the  Borrower  under  ordinary
circumstances,  and (y) Odyssey Investment  Partners and its Related Parties and
any Permitted Group collectively "beneficially own" (as defined above), directly
or  indirectly,  in the  aggregate  a lesser  percentage  than such  "person" or
"group" of the voting power of the issued and outstanding shares of Stock of the
Borrower  having the right to vote for the election of directors of the Borrower
under ordinary  circumstances  and do not have the right or ability to designate
for election a majority of the Board of Directors of the  Borrower;  or (ii) for
so long as any Senior  Subordinated  Notes are outstanding,  the occurrence of a
"Change of Control" (as defined in the Senior Subordinated Notes Indenture).

         For the purpose of this  definition,  a person or group shall be deemed
to beneficially  own Stock in a person held by a parent entity if such person or
group  beneficially  owns (as  defined  above)  more than 50% of the  issued and
outstanding  shares of Stock of such parent  entity having the right to vote for
the election of directors of such parent entity under ordinary circumstances.

         "Chattel  Paper" means any "chattel  paper," as such term is defined in
the UCC, including  electronic chattel paper, now owned or hereafter acquired in
connection  with this Agreement,  the other Loan Documents and the  transactions
contemplated thereunder.

         "Closing  Checklist"  means the  checklist  of closing  items  attached
hereto as Exhibit I.

         "Closing  Date" means the date and time at which the first Loan is made
or any Letter of Credit is issued hereunder.

         "Code" means the U.S. Internal Revenue Code of 1986.

         "Collateral"  means all property and interests in property and proceeds
thereof  now owned or  hereafter  acquired  by any Loan Party in or upon which a
Lien is granted or purported to be granted pursuant to any Loan Document.

         "Commitment" means, with respect to each Lender, the commitment of such
Lender to make Revolving Loans and acquire  interests in other Revolving  Credit
Outstandings, which commitment is in the amount set forth opposite such Lender's
name on  Schedule  I under the  caption  "Commitment",  as  amended  to  reflect
Assignments and as such amount may be reduced  pursuant to this  Agreement.  The
aggregate amount of the Commitments on the date hereof equals $150,000,000.

         "Compliance Certificate" means a certificate  substantially in the form
of Exhibit G.

         "Consolidated"  means, with respect to any Person, the accounts of such
Person and its Subsidiaries consolidated in accordance with GAAP.

         "Consolidated EBITDA" means, with respect to any Person for any period,
(a) the  Consolidated Net Income of such Person for such period plus (b) the sum
of, in each case to the extent included in the calculation of such  Consolidated
Net Income but without duplication,  (i) any provision for United States federal
income taxes or other taxes measured by net income,  (ii) Consolidated  Interest
Expense,  amortization  of debt  discount  and  commissions  and other  fees and
charges  associated with Indebtedness  (including,  in the case of the Borrower,
the Loans and Letters of Credit and the "Loans" under and as defined in the Term
Loan  Credit  Agreement),  (iii) any loss  from  extraordinary  items,  (iv) any

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       5
<PAGE>


depreciation,  depletion or amortization  expense, (v) any aggregate net loss on
the Sale of property  (other than accounts (as defined under the applicable UCC)
and inventory) outside the ordinary course of business,  (vi) any other non-cash
expenditure,  charge or loss for such  period  (including,  but not  limited to,
impairment of goodwill and excluding  any non-cash  expenditure,  charge or loss
relating to  write-offs,  write-downs  or reserves  with respect to accounts and
inventory),  including the amount of any compensation deduction as the result of
any grant of Stock or Stock  Equivalents  to employees,  officers,  directors or
consultants,  (vii) any financial advisory fees, accounting fees, legal fees and
other  similar  advisory  and  consulting  fees and  out-of-pocket  expenses and
redemption  premiums and costs incurred in connection with the Revolving  Credit
Facility,  the Term Loan  Facility,  the  redemption  of the Senior Notes or the
Senior Subordinated Notes or the refinancing of the Existing Credit Agreement or
any  actual  or  proposed   Permitted   Investment   (including   any  Permitted
Acquisition) or issuance of Permitted Indebtedness,  (viii) expenses incurred in
connection  with  any  Permitted   Acquisition  (whether  or  not  consummated),
including  expenses  for early  retirement  of  Indebtedness,  consolidation  or
discontinuance of any portion of the operations, employees and/or management, in
each case whether or not classified as  restructuring  charges under GAAP,  (ix)
any one-time or non-recurring cash charges resulting from severance, relocation,
restructuring,  integration  and  other  similar  adjustments,  whether  or  not
classified  as  restructuring  charges  under GAAP or any business  optimization
costs and expenses,  in an aggregate amount not to exceed  $5,000,000 during any
Fiscal Year and minus (c) the sum of, in each case to the extent included in the
calculation of such  Consolidated  Net Income and without  duplication,  (i) any
credit for United  States  federal  income taxes or other taxes  measured by net
income,  (ii) any interest income,  (iii) any gain from extraordinary  items and
any  other  non-recurring  gain,  (iv) any  aggregate  net gain from the Sale of
property  (other than accounts (as defined in the applicable UCC) and inventory)
out of the ordinary  course of business by such Person,  (v) any other  non-cash
gain,  including any reversal of a charge referred to in clause (b)(vi) above by
reason of a decrease in the value of any Stock or Stock Equivalent, and (vi) any
other cash payment in respect of expenditures, charges and losses that have been
added to Consolidated  EBITDA of such Person pursuant to clause (b)(vi) above in
any prior period.  It is agreed that  Consolidated  EBITDA for the Fiscal Months
ended  December 31, 2006  through  December 31, 2007 is as set forth on Schedule
1.1(a).

         "Consolidated  Interest  Expense" means, for any Person for any period,
(a) Consolidated  total interest expense of such Person and its Subsidiaries for
such period and including,  in any event, (i) interest  capitalized  during such
period and net costs under  Interest Rate Contracts for such period and (ii) all
fees, charges, commissions,  discounts and other similar obligations (other than
reimbursement  obligations) with respect to letters of credit,  bank guarantees,
banker's  acceptances,  surety  bonds  and  performance  bonds  (whether  or not
matured)  payable by such Person and its  Subsidiaries  during such period minus
(b) the sum of (i)  Consolidated  net gains of such Person and its  Subsidiaries
under  Interest Rate  Contracts for such period and (ii)  Consolidated  interest
income of such Person and its Subsidiaries for such period.

         "Consolidated  Net Income" means,  with respect to any Person,  for any
period,   the  Consolidated  net  income  (or  loss)  of  such  Person  and  its
Subsidiaries  for such period;  provided,  however,  that the following shall be
excluded:  (a) the net income of any other Person in which such Person or one of
its  Subsidiaries  has a joint interest with a third-party  (which interest does
not cause the net income of such other  Person to be  Consolidated  into the net
income of such  Person),  except to the  extent of the  amount of  dividends  or
distributions  paid to such  Person  or  Subsidiary,  (b) the net  income of any
Subsidiary  of such Person that is, on the last day of such  period,  subject to
any restriction or limitation on the payment of dividends or the making of other
distributions,  to the extent of such  restriction or limitation and (c) the net
income of any  other  Person  arising  prior to such  other  Person  becoming  a
Subsidiary  of such Person or merging or  consolidating  into such Person or its
Subsidiaries.

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       6
<PAGE>


         "Constituent Documents" means, with respect to any Person, collectively
and, in each case,  together with any modification of any term thereof,  (a) the
articles  of  incorporation,  certificate  of  incorporation,   constitution  or
certificate of formation of such Person, (b) the bylaws,  operating agreement or
joint   venture   agreement  of  such  Person,   (c)  any  other   constitutive,
organizational or governing document of such Person,  whether or not equivalent,
and (d) any other document setting forth the manner of election or duties of the
directors,  officers  or  managing  members of such  Person or the  designation,
amount or relative  rights,  limitations  and  preferences  of any Stock of such
Person.

         "Contractual  Obligation"  means,  with  respect  to  any  Person,  any
provision  of  any  Security  issued  by  such  Person  or of  any  document  or
undertaking  (other than a Loan  Document) to which such Person is a party or by
which it or any of its  property  is bound or to which  any of its  property  is
subject.

         "Control  Agreement"  means, with respect to any deposit account (other
than Excluded Accounts), any securities account,  commodity account,  securities
entitlement  or  commodity  contract,  an  agreement,   in  form  and  substance
reasonably  satisfactory to the  Administrative  Agent, among the Administrative
Agent,  the  financial  institution  or other  Person at which  such  account is
maintained  or with which such  entitlement  or contract is carried and the Loan
Party  maintaining  such  account,  entitlement  or contract  effective to grant
"control" (as defined under the  applicable  UCC) over such account,  securities
entitlement or commodities contract to the Administrative Agent.

         "Controlled  Deposit Account" means each deposit account (including all
funds on deposit  therein  and  excluding  any  Excluded  Accounts)  that is the
subject of an effective  Control  Agreement  and that is  maintained by any Loan
Party with a financial institution approved by the Administrative Agent.

         "Controlled  Securities  Account"  means  each  securities  account  or
commodity  account   (including  all  financial  assets  held  therein  and  all
certificates and instruments,  if any, representing or evidencing such financial
assets)  that is the  subject  of an  effective  Control  Agreement  and that is
maintained  by any  Loan  Party  with a  securities  intermediary  or  commodity
intermediary approved by the Administrative Agent.

         "Copyrights" means all rights,  title and interests (and all related IP
Ancillary  Rights)  arising  under  any  Requirement  of Law in or  relating  to
copyrights  and all mask  work,  database  and  design  rights,  whether  or not
registered or published,  all  registrations  and  recordations  thereof and all
applications in connection therewith.

         "Corporate Chart" means a document in form reasonably acceptable to the
Administrative Agent and setting forth, as of a date set forth therein, for each
Person  that is a Loan  Party,  that is  subject  to  Section  7.10 or that is a
Subsidiary  or joint  venture  of any of them,  (a) the full  legal name of such
Person, (b) the jurisdiction of organization and any  organizational  number and
tax  identification  number of such Person,  (c) the  location of such  Person's
chief executive  office (or, if applicable,  sole place of business) and (d) the
number of shares of each class of Stock of such  Person  authorized,  the number
outstanding  and the number and percentage of such  outstanding  shares for each
such class owned, directly or indirectly, by any Loan Party or any Subsidiary of
any of them.

         "Customary  Permitted Liens" means, with respect to any Person,  any of
the following:

         (a)      Liens (i) with respect to the payment of taxes, assessments or
other  governmental  charges  or  (ii)  of  suppliers,  carriers,   materialmen,
warehousemen, workmen or mechanics and other similar Liens, in each case imposed
by law or arising in the ordinary course of business, and, for each of the Liens
in clauses (i) and (ii) above for amounts that are not yet due or that are being

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]


                                       7
<PAGE>


contested in good faith by appropriate proceedings diligently conducted and with
respect  to  which  adequate  reserves  or  other  appropriate   provisions  are
maintained on the books of such Person in accordance with GAAP;

         (b)      Liens  of  a  collection  bank  on  items  in  the  course  of
collection  arising  under Section 4-208 of the UCC as in effect in the State of
New  York  or any  similar  section  under  any  applicable  UCC or any  similar
Requirement of Law of any foreign jurisdiction;

         (c)      pledges  or cash  deposits  made  in the  ordinary  course  of
business (i) in connection with workers' compensation, unemployment insurance or
other types of social security  benefits (other than any Lien imposed by ERISA),
(ii) to secure the  performance  of bids,  tenders,  leases  (other than Capital
Leases) sales or other trade contracts (other than for the repayment of borrowed
money) or (iii)  made in lieu of,  or to  secure  the  performance  of,  surety,
customs, reclamation or performance bonds (in each case not related to judgments
or litigation);

         (d)      judgment   liens   (other  than  for  the  payment  of  taxes,
assessments  or  other  governmental   charges)  securing  judgments  and  other
proceedings  not  constituting  an Event of  Default  under  Section  9.1(e) and
pledges  or cash  deposits  made in lieu of, or to secure  the  performance  of,
judgment or appeal bonds in respect of such judgments and proceedings;

         (e)      Liens (i) arising by reason of zoning restrictions, easements,
licenses, reservations,  restrictions, covenants, rights-of-way,  encroachments,
minor defects or irregularities  in title (including  leasehold title) and other
similar  encumbrances  on the use of real property or (ii) consisting of leases,
licenses or subleases granted by a lessor, licensor or sublessor on its property
(in each case other than Capital Leases)  otherwise  permitted under Section 8.4
that,  for each of the  Liens in  clauses  (i) and (ii)  above,  do not,  in the
aggregate,  materially  (x)  impair  the  value or  marketability  of such  real
property or (y) interfere  with the ordinary  conduct of the business  conducted
and proposed to be conducted at such real property;

         (f)      Liens  of landlords and mortgagees of landlords (i) arising by
statute or under any lease or related Contractual Obligation entered into in the
ordinary  course of  business,  (ii) on fixtures and movable  tangible  property
located on the real property  leased or subleased from such landlord,  (iii) for
amounts  not yet due or that are being  contested  in good faith by  appropriate
proceedings  diligently  conducted and (iv) for which adequate reserves or other
appropriate  provisions are maintained on the books of such Person in accordance
with GAAP; and

         (g)      the  title and  interest  of a lessor or  sublessor  in and to
personal  property leased or subleased (other than through a Capital Lease),  in
each case extending only to such personal property.

         "Default"  means any Event of  Default  and any  event  that,  with the
passing  of time or the  giving  of  notice  or both,  would  become an Event of
Default.

         "Disclosure  Documents"  means,  collectively,   (a)  all  confidential
information  memoranda and related  materials  prepared in  connection  with the
syndication of the Revolving  Credit  Facility and (b) all other documents filed
by any Group Member with the United States Securities and Exchange Commission.

         "Disqualified   Stock"  means  that  portion  of  any  Stock  or  Stock
Equivalents  which,  by its terms (or by the terms of any security into which it
is  convertible  or for which it is  exchangeable  at the  option of the  holder
thereof),  or upon the  happening  of any event (other than an event which would
constitute a Change of Control),  matures  (excluding any maturity as the result
of an optional  redemption by the issuer thereof) or is mandatorily  redeemable,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       8
<PAGE>


option of the holder  thereof  (except,  in each case,  upon the occurrence of a
Change of  Control)  on or  before  the date  that is six  months  after the 6th
anniversary of the Closing Date.

         "Dollars"  and the sign "$" each mean the  lawful  money of the  United
States.

         "Domestic Person" means any "United States person" under and as defined
in Section 770l(a)(30) of the Code.

         "Domestic  Subsidiaries"  means each Subsidiary of the Borrower that is
organized  under the laws of a State of the  United  States or the  District  of
Columbia.

         "E-Fax"   means  any  system   used  to  receive  or   transmit   faxes
electronically.

         "Electronic    Transmission"   means   each   document,    instruction,
authorization, file, information and any other communication transmitted, posted
or otherwise made or communicated by e-mail or E-Fax, or otherwise to or from an
E-System or other equivalent service.

         "Eligible Accounts" has the meaning provided in Section 2.19.

         "Eligible Inventory" has the meaning provided in Section 2.20.

         "Environmental Laws" means all Requirements of Law and Permits imposing
liability or standards of conduct for or relating to the regulation of Hazardous
Materials  and/or the protection of human health,  safety,  the  environment and
natural  resources,   including  CERCLA,  the  SWDA,  the  Hazardous   Materials
Transportation  Act (49 U.S.C.  ss.ss.  5101 et seq.), the Federal  Insecticide,
Fungicide,  and  Rodenticide  Act (7  U.S.C.  ss.ss.  136 et  seq.),  the  Toxic
Substances  Control Act (15 U.S.C.  ss.ss.  2601 et seq.), the Clean Air Act (42
U.S.C.  ss.ss. 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C.
ss.ss. 1251 et seq.), the Occupational  Safety and Health Act (29 U.S.C.  ss.ss.
651 et seq.), the Safe Drinking Water Act (42 U.S.C. ss.ss. 300(f) et seq.), all
regulations  promulgated under any of the foregoing,  all analogous Requirements
of Law and Permits and any environmental  transfer of ownership  notification or
approval  statutes,  including the Industrial Site Recovery Act (N.J. Stat. Ann.
ss.ss. 13:1K-6 et seq.).

         "Environmental  Liabilities" means all Liabilities  (including costs of
Remedial   Actions,   natural   resource  damages  and  costs  and  expenses  of
investigation  and  feasibility  studies) that may be imposed on, incurred by or
asserted  against  any Group  Member as a result of, or  related  to, any claim,
suit, action, investigation, proceeding or written demand by any Person, whether
based in contract, tort, implied or express warranty, strict liability, criminal
or civil statute or common law or otherwise, arising under any Environmental Law
or in  connection  with any  environmental  condition  or with any  Release  and
resulting from the ownership,  lease,  sublease or other operation or occupation
of property by any Group Member, whether on, prior or after the date hereof.

         "ERISA" means the United States Employee Retirement Income Security Act
of 1974.

         "ERISA Affiliate" means, collectively, any Group Member, and any Person
under common control,  or treated as a single  employer,  with any Group Member,
within the meaning of Section 414(b), (c), (m) or (o) of the Code.

         "ERISA  Event"  means  any of the  following:  (a) a  reportable  event
described in Section 4043(b) of ERISA (or, unless the 30-day notice  requirement
has been duly waived under the applicable regulations, Section 4043(c) of ERISA)
with respect to a Title IV Plan, (b) the withdrawal of any ERISA  Affiliate from
a Title IV Plan  subject to Section 4063 of ERISA during a plan year in which it

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       9
<PAGE>


was a substantial  employer,  as defined in Section 4001(a)(2) of ERISA, (c) the
complete or partial  withdrawal of any ERISA  Affiliate  from any  Multiemployer
Plan,  (d) with  respect to any  Multiemployer  Plan,  the filing of a notice of
reorganization,  insolvency or termination  (or treatment of a plan amendment as
termination)  under Section 4041A of ERISA, (e) the filing of a notice of intent
to terminate a Title IV Plan (or treatment of a plan  amendment as  termination)
under Section 4041 of ERISA,  (f) the  institution of proceedings to terminate a
Title IV Plan or  Multiemployer  Plan by the PBGC,  (g) the  failure to make any
required  contribution to any Title IV Plan or Multiemployer  Plan when due, (h)
the  imposition of a lien under Section  430(k) of the Code or Section 303(k) or
4068 of ERISA on any property (or rights to property,  whether real or personal)
of any ERISA  Affiliate,  or a violation of Section 436 of the Code with respect
to a Title IV Plan,  (i) the failure of a Benefit  Plan or any trust  thereunder
intended to qualify for tax exempt  status under  Section 401 or 501 of the Code
or other  Requirements  of Law to qualify  thereunder and (j) any other event or
condition that might reasonably be expected to constitute  grounds under Section
4042 of ERISA  for the  termination  of,  or the  appointment  of a  trustee  to
administer, any Title IV Plan or Multiemployer Plan or for the imposition of any
liability upon any ERISA  Affiliate  under Title IV of ERISA other than for PBGC
premiums due but not delinquent.

         "E-Signature"   means  the  process  of   attaching   to  or  logically
associating with an Electronic  Transmission an electronic  symbol,  encryption,
digital signature or process  (including the name or an abbreviation of the name
of the party transmitting the Electronic  Transmission) with the intent to sign,
authenticate or accept such Electronic Transmission.

         "E-System" means any electronic  system,  including  Intralinks(R)  and
CleraPar(R)  and  any  other  Internet  or  extranet-based  site,  whether  such
electronic system is owned,  operated or hosted by the Administrative Agent, any
of its  Related  Persons  or any  other  Person,  providing  for  access to data
protected by passcodes or other security system.

         "Eurodollar  Base Rate" means,  with respect to any Interest Period for
any Eurodollar Rate Loan, the rate determined by the Administrative  Agent to be
the offered  rate for  deposits in Dollars for the  applicable  Interest  Period
appearing on the Reuters Screen  LIBOR01 page as of 11:00 a.m.  (London time) on
the second  full  Business  Day next  preceding  the first day of each  Interest
Period.  In the  event  that such rate  does not  appear on the  Reuters  Screen
LIBOR01 page at such time,  the  "Eurodollar  Base Rate" shall be  determined by
reference to such other comparable publicly available service for displaying the
offered  rate for  deposit in Dollars in the London  interbank  market as may be
selected by the Administrative  Agent and, in the absence of availability,  such
other  method  to  determine  such  offered  rate  as  may  be  selected  by the
Administrative Agent in its sole discretion.

         "Eurodollar  Rate" means,  with respect to any Interest  Period and for
any Eurodollar Rate Loan, an interest rate per annum  determined as the ratio of
(a) the  Eurodollar  Base Rate with  respect  to such  Interest  Period for such
Eurodollar  Rate  Loan to (b) the  difference  between  the  number  one and the
Eurodollar  Reserve  Requirements  with respect to such Interest  Period and for
such Eurodollar Rate Loan.

         "Eurodollar  Rate Loan" means any Loan that bears interest based on the
Eurodollar Rate.

         "Eurodollar Reserve  Requirements"  means, with respect to any Interest
Period  and  for any  Eurodollar  Rate  Loan,  a rate  per  annum  equal  to the
aggregate,  without  duplication,  of the maximum rates  (expressed as a decimal
number) of reserve requirements in effect 2 Business Days prior to the first day
of such Interest Period (including basic,  supplemental,  marginal and emergency
reserves)   under  any  regulations  of  the  Federal  Reserve  Board  or  other
Governmental  Authority  having  jurisdiction  with respect thereto dealing with
reserve requirements  prescribed for eurocurrency funding (currently referred to
as  "eurocurrency  liabilities"  in Regulation D of the Federal  Reserve  Board)
maintained by a member bank of the United States Federal Reserve System.

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]


                                       10
<PAGE>


         "Event of Default" has the meaning specified in Section 9.1.

         "Excluded Accounts" means any (a) zero balance payroll, withholding tax
and other fiduciary  accounts of any Group Member and (b) other deposit accounts
of any Group Member that in the  aggregate do not hold more than  $250,000 on an
overnight basis.

         "Excluded Foreign  Subsidiary" means (a) any Subsidiary of the Borrower
that is not a Domestic Person or is a Domestic Person all or  substantially  all
of whose assets consists of Stock of Subsidiaries that are not Domestic Persons,
and in  respect of which the  pledge of all of the Stock of such  Subsidiary  as
Collateral for any Obligation of the Borrower, would, in the good faith judgment
of the  Borrower,  result in  materially  adverse tax  consequences  to the Loan
Parties and their  Subsidiaries,  taken as a whole, and which has not guaranteed
any material  Indebtedness  of the Borrower or any  Domestic  Subsidiary  of the
Borrower and more than 66 2/3% of the voting stock of such  Domestic  Person has
not been pledged to secure any such  Indebtedness  and (b) provided  that it has
not  guaranteed  any  material  Indebtedness  of the  Borrower  or any  Domestic
Subsidiary thereof, Dayton Superior Canada Ltd.

         "Existing  Agent" means General Electric  Capital  Corporation,  in its
capacity as administrative agent under the Existing Credit Agreement.

         "Existing Credit Agreement" means that certain Credit Agreement,  dated
as of January 30, 2004, as amended,  among the Borrower,  the institutions party
thereto as lenders and issuers and the Existing Agent.

         "Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum 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  determined  by  the
Administrative Agent in its sole discretion.

         "Federal  Reserve  Board"  means the Board of  Governors  of the United
States Federal Reserve System and any successor thereto.

         "Fee Letter" means the letter agreement, dated as of November 13, 2007,
addressed  to the  Borrower  from the  Administrative  Agent and accepted by the
Borrower,  with  respect  to  certain  fees to be paid  from time to time to the
Administrative Agent and its Related Persons.

         "Financial Statement" means each financial statement delivered pursuant
to Section 4.4 or 6.1.

         "Fiscal  Month"  means any of the  monthly  accounting  periods  of the
Borrower.

         "Fiscal  Quarter"  means each 3 Fiscal Month period ending on March 31,
June 30, September 30 or December 31.

         "Fiscal Year" means the twelve-month period ending on December 31.

         "GAAP" means  generally  accepted  accounting  principles in the United
States,  as in  effect  from  time  to  time,  set  forth  in the  opinions  and
pronouncements of the Accounting  Principles Board and the American Institute of
Certified  Public  Accountants,  in the  statements  and  pronouncements  of the
Financial  Accounting Standards Board and in such other statements by such other
entity  as may be in  general  use by  significant  segments  of the  accounting
profession  that  are  applicable  to  the  circumstances  as  of  the  date  of
determination. Subject to Section 1.3, all references to "GAAP" shall be to GAAP

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       11
<PAGE>


applied  consistently  with  the  principles  used  in  the  preparation  of the
Financial Statements described in Section 4.4(a).

         "General  Intangibles"  means  "general  intangibles,"  as such term is
defined in the UCC, now owned or hereafter acquired by any Loan Party, including
all right,  title and interest that such Loan Party may now or hereafter have in
or under any Contractual  Obligation,  all payment intangibles,  customer lists,
licenses,  Copyrights,  Trademarks,  Patents, and all applications  therefor and
reissues,  extensions  or renewals  thereof,  rights in  Intellectual  Property,
interests  in  partnerships,  joint  ventures and other  business  associations,
licenses,  permits,  copyrights,  trade  secrets,  proprietary  or  confidential
information,  inventions  (whether  or not  patented or  patentable),  technical
information,  procedures,  designs, knowledge,  know-how,  software, data bases,
data, skill, expertise,  experience,  processes, models, drawings, materials and
records,  goodwill  (including  the goodwill  associated  with any  Trademark or
Trademark  license),  all  rights  and  claims  in or under  insurance  policies
(including  insurance  for fire,  damage,  loss and casualty,  whether  covering
personal  property,  real property,  tangible rights or intangible  rights,  all
liability,  life, key man and business interruption insurance,  and all unearned
premiums),  uncertificated securities,  chooses in action, deposit, checking and
other bank accounts, rights to receive tax refunds and other payments, rights to
receive  dividends,  distributions,  cash,  Instruments  and other  property  in
respect of or in exchange for pledged Stock and Investment  Property,  rights of
indemnification,  all books and records, correspondence,  credit files, invoices
and other papers, including all tapes, cards, computer runs and other papers and
documents  in the  possession  or under the  control  of such Loan  Party or any
computer bureau or service company from time to time acting for such Loan Party.

         "Governmental Authority" means any nation, sovereign or government, any
state  or  other  political  subdivision  thereof,  any  agency,   authority  or
instrumentality  thereof  and any  entity  or  authority  exercising  executive,
legislative,  taxing,  judicial,  regulatory or  administrative  functions of or
pertaining to government, including any central bank, stock exchange, regulatory
body,  arbitrator,  public sector entity,  supra-national  entity (including the
European  Union  and  the  European   Central  Bank)  and  any   self-regulatory
organization (including the National Association of Insurance Commissioners).

         "Group Members" means, collectively, the Borrower and its Subsidiaries.
         "Group Members'  Accountants"  means Deloitte & Touche USA LLP or other
nationally-recognized   independent   registered  certified  public  accountants
designated  by the  Borrower and  reasonably  acceptable  to the  Administrative
Agent.

         "Guarantor"  means each  Subsidiary of the Borrower  listed on Schedule
4.3 that is a  Domestic  Subsidiary  and  party  to the  Guaranty  and  Security
Agreement on the Closing Date and, after the Closing Date, each other Subsidiary
of the Borrower  that is a Domestic  Subsidiary  and is not an Excluded  Foreign
Subsidiary  and that  becomes a party to the  Guaranty  and  Security  Agreement
pursuant to Section 7.10.

         "Guaranty  and  Security  Agreement"  means  a  guaranty  and  security
agreement,  in  substantially  the form of Exhibit  H, among the  Administrative
Agent,  the Borrower and each Guarantor from time to time party thereto,  as the
same may from  time to time be  amended,  restated,  supplemented  or  otherwise
modified.

         "Guaranty  Obligation"  means, as applied to any Person,  any direct or
indirect   liability,   contingent  or   otherwise,   of  such  Person  for  any
Indebtedness,  lease, dividend or other obligation (the "primary obligation") of
another Person (the "primary obligor"),  if the purpose or intent of such Person
in incurring such liability,  or the economic  effect  thereof,  is to guarantee
such primary  obligation or provide support,  assurance or comfort to the holder
of such primary  obligation or to protect or indemnify  such holder against loss
with respect to such primary  obligation,  including  (a) the direct or indirect

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       12
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guaranty,  endorsement  (other than for  collection  or deposit in the  ordinary
course of business), co-making,  discounting with recourse or sale with recourse
by such Person of any primary  obligation,  (b) the incurrence of  reimbursement
obligations with respect to any letter of credit or bank guarantee in support of
any primary obligation,  (c) the existence of any Lien, or any right, contingent
or  otherwise,  to receive a Lien,  on the property of such Person  securing any
part of any  primary  obligation  and (d) any  liability  of such  Person  for a
primary obligation through any Contractual  Obligation (contingent or otherwise)
or other  arrangement  (i) to purchase,  repurchase  or  otherwise  acquire such
primary  obligation or any security therefor or to provide funds for the payment
or discharge of such primary obligation (whether in the form of a loan, advance,
stock  purchase,  capital  contribution  or  otherwise),  (ii) to  maintain  the
solvency,  working  capital,  equity capital or any balance sheet item, level of
income or cash flow,  liquidity or financial  condition of any primary  obligor,
(iii) to make  take-or-pay  or similar  payments,  if  required,  regardless  of
non-performance  by any  other  party  to any  Contractual  Obligation,  (iv) to
purchase,  sell or lease (as lessor or lessee) any  property,  or to purchase or
sell  services,  primarily  for the purpose of enabling  the primary  obligor to
satisfy  such  primary  obligation  or to  protect  the  holder of such  primary
obligation  against loss or (v) to supply funds to or in any other manner invest
in, such primary obligor (including to pay for property or services irrespective
of whether such property is received or such services are  rendered);  provided,
however,  that "Guaranty  Obligations"  shall not include (x)  endorsements  for
collection  or  deposit  in the  ordinary  course of  business  and (y)  product
warranties given in the ordinary course of business.  The outstanding  amount of
any  Guaranty  Obligation  shall  equal the  outstanding  amount of the  primary
obligation so guaranteed or otherwise supported or, if lower, the stated maximum
amount for which such Person may be liable under such Guaranty Obligation.

         "Hazardous  Material"  means any  substance,  material or waste that is
classified,  regulated or otherwise  characterized under any Requirements of Law
as hazardous,  toxic,  a contaminant or a pollutant or by other words of similar
meaning or  regulatory  effect,  including  petroleum or any  fraction  thereof,
asbestos, polychlorinated biphenyls and radioactive substances.

         "Hedging Agreement" means any Interest Rate Contract, foreign exchange,
swap, option or forward contract,  spot, cap, floor or collar  transaction,  any
other derivative  instrument and any other similar  speculative  transaction and
any other similar  agreement or  arrangement  designed to alter the risks of any
Person arising from fluctuations in any underlying variable.

         "Indebtedness"  of any Person means,  without  duplication,  any of the
following,  whether or not matured: (a) all indebtedness for borrowed money, (b)
all obligations  evidenced by notes, bonds,  debentures or similar  instruments,
(c) all reimbursement and all obligations with respect to (i) letters of credit,
bank guarantees or bankers' acceptances or (ii) surety, customs,  reclamation or
performance  bonds (in each case not related to judgments or  litigation)  other
than those entered into in the ordinary course of business,  (d) all obligations
to pay the deferred  purchase  price of property or  services,  other than trade
payables  incurred  in the  ordinary  course of  business,  (e) all  obligations
created  or  arising  under  any  conditional  sale  or  other  title  retention
agreement, regardless of whether the rights and remedies of the seller or lender
under such agreement in the event of default are limited to repossession or sale
of such property,  (f) all Capitalized Lease  Obligations,  (g) all obligations,
whether or not contingent,  to purchase,  redeem,  retire,  defease or otherwise
acquire  for value  any of its own  Disqualified  Stock  (or  Stock  Equivalents
relating  to any  Disqualified  Stock)  valued  at,  in the  case of  redeemable
preferred   Disqualified  Stock,  the  greater  of  the  voluntary   liquidation
preference and the involuntary liquidation preference of such Disqualified Stock
plus accrued and unpaid dividends, (h) all payments that would be required to be
made  in  respect  of any  Hedging  Agreement  in  the  event  of a  termination
(including  an  early  termination)  on the  date of  determination  and (i) all
Guaranty   Obligations  for   obligations  of  any  other  Person   constituting
Indebtedness of such other Person; provided,  however, that the items in each of
clauses (a) through (i) above  shall  constitute  "Indebtedness"  of such Person
solely to the extent, directly or indirectly,  (x) such Person is liable for any
part of any such item,  (y) any such item is secured by a Lien on such  Person's

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       13
<PAGE>


property or (z) any other Person has a right,  contingent or otherwise, to cause
such  Person to become  liable  for any part of any such item or to grant such a
Lien.

         "Indemnified Matter" has the meaning specified in Section 11.4.

         "Indemnitee" has the meaning specified in Section 11.4.

         "Initial   Projections"  means  those  financial   projections,   dated
February,  2008,  covering  the Fiscal  Years  ending in 2008  through  2012 and
delivered to the Administrative Agent by the Borrower prior to the date hereof.

         "Instruments"  means all  "instruments," as such term is defined in the
UCC, now owned or hereafter acquired by any Loan Party,  wherever located,  and,
in any  event,  including  all  certificated  securities,  all  certificates  of
deposit,  and all promissory  notes and other evidences of  indebtedness,  other
than  instruments  that  constitute,  or are a part of a group of writings  that
constitute, Chattel Paper.

         "Intellectual  Property"  means all rights,  title and  interests in or
relating to  intellectual  property and  industrial  property  arising under any
Requirement of Law and all IP Ancillary Rights relating  thereto,  including all
Copyrights,  Patents,  Trademarks,  Internet Domain Names,  Trade Secrets and IP
Licenses.

         "Intercreditor    Agreement"   means   the   intercreditor   agreement,
substantially in the form attached hereto as Exhibit J, among the Administrative
Agent, the Term Loan Agent, the Borrower and the other Loan Parties, as the same
may from time to time be amended, restated, supplemented or otherwise modified.

         "Interest  Period" means, with respect to any Eurodollar Rate Loan, the
period  commencing on the date such Eurodollar Rate Loan is made or converted to
a  Eurodollar  Rate Loan or, if such loan is  continued,  on the last day of the
immediately  preceding  Interest Period therefor and, in each case, ending 1, 2,
3, 6 or,  subject  to  availability  by all  affected  Lenders,  9 or 12  months
thereafter, as selected by the Borrower pursuant hereto; provided, however, that
(a) if any Interest  Period would  otherwise end on a day that is not a Business
Day, such Interest Period shall be extended to the next succeeding Business Day,
unless the result of such extension would be to extend such Interest Period into
another such Business Day falls in the next calendar  month,  in which case such
Interest  Period shall end on the  immediately  preceding  Business Day, (b) any
Interest  Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically  corresponding day in the calendar month
at the end of such  Interest  Period)  shall end on the last  Business  Day of a
calendar month, (c) the Borrower may not select any Interest Period ending after
the Scheduled Maturity Date, (d) the Borrower may not select any Interest Period
in respect of Loans having an aggregate principal amount of less than $5,000,000
and (e) there  shall be  outstanding  at any one time no more  than 10  Interest
Periods.

         "Interest  Rate  Contracts"  means all interest  rate swap  agreements,
interest rate cap agreements,  interest rate collar agreements and interest rate
insurance.

         "Internet Domain Names" means all rights,  title and interests (and all
related IP Ancillary Rights) arising under any Requirement of Law in or relating
to Internet domain names.

         "Inventory"  means any "inventory," as such term is defined in the UCC,
now owned or hereafter acquired by any Loan Party,  wherever located,  including
inventory, merchandise, goods and other personal property that are held by or on
behalf of any Loan Party for sale or lease (or that are being leased and located
within a state of the United  States) or are  furnished  or are to be  furnished
under a contract of service, or that constitute raw materials,  work in process,

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       14
<PAGE>


finished  goods,  returned goods,  supplies or materials of any kind,  nature or
description  used or consumed  or to be used or  consumed  in such Loan  Party's
business or in the processing,  production,  packaging,  promotion,  delivery or
shipping of the same, including all supplies and embedded software.

         "Investment" means, with respect to any Person, directly or indirectly,
(a) to own, purchase or otherwise acquire, in each case whether  beneficially or
otherwise,  any  investment  in,  including any interest in, any Security of any
other  Person  (other than any evidence of any  Obligation),  (b) to purchase or
otherwise  acquire,  whether in one transaction or in a series of  transactions,
all or a  significant  part of the  property  of any other  Person or a business
conducted  by  any  other  Person  or  all or  substantially  all of the  assets
constituting the business of a division,  branch,  brand or other unit operation
of any other  Person,  (c) to incur,  or to remain  liable  under,  any Guaranty
Obligation for  Indebtedness of any other Person,  to assume the Indebtedness of
any other Person or to make, hold,  purchase or otherwise acquire,  in each case
directly or  indirectly,  any  deposit,  loan,  advance,  commitment  to lend or
advance,  or other extension of credit  (including by deferring or extending the
date of, in each case  outside the ordinary  course of business,  the payment of
the purchase price for Sales of property or services to any other Person, to the
extent such payment obligation  constitutes  Indebtedness of such other Person),
excluding  deposits with  financial  institutions  available  for  withdrawal on
demand,  prepaid expenses,  accounts receivable and similar items created in the
ordinary  course  of  business,  (d)  to  make,  directly  or  indirectly,   any
contribution  to the capital of any other Person or (e) to Sell to any Affiliate
any property for less than fair market value (including a disposition of cash or
Cash  Equivalents  in exchange for  consideration  of lesser  value);  provided,
however,  that such  Investment  shall be valued at the  difference  between the
value of the  consideration  for such  Sale  and the  fair  market  value of the
property Sold.

         "Investment Property" means all "investment  property," as such term is
defined in the UCC, now owned or hereafter acquired by any Loan Party,  wherever
located, including: (i) all securities,  whether certificated or uncertificated,
including stocks, bonds,  interests in limited liability companies,  partnership
interests, treasuries, certificates of deposit, and mutual fund shares; (ii) all
securities  entitlements  of any Loan Party,  including  the rights of such Loan
Party to any  securities  account and the financial  assets held by a securities
intermediary  in such  securities  account and any free credit  balance or other
money owing by any securities  intermediary with respect to that account;  (iii)
all securities  accounts of any Loan Party; (iv) all commodity  contracts of any
Loan Party; and (v) all commodity accounts held by any Loan Party.

         "IP Ancillary  Rights"  means,  with respect to any other  Intellectual
Property,  as  applicable,  all foreign  counterparts  to, and all  divisionals,
reversions,  continuations,  continuations-in-part,   reissues,  reexaminations,
renewals  and  extensions  of,  such  Intellectual   Property  and  all  income,
royalties, proceeds and Liabilities at any time due or payable or asserted under
or with  respect  to any of the  foregoing  or  otherwise  with  respect to such
Intellectual  Property,  including  all  rights to sue or  recover  at law or in
equity for any past, present or future infringement, misappropriation, dilution,
violation or other impairment  thereof,  and, in each case, all rights to obtain
any other IP Ancillary Right.

         "IP  License"  means all  Contractual  Obligations  (and all related IP
Ancillary  Rights),  whether  written  or oral,  granting  any  right  title and
interest in or relating to any Intellectual Property.

         "IRS" means the Internal  Revenue  Service of the United States and any
successor thereto.

         "Issue" means, with respect to any Letter of Credit,  to issue,  extend
the expiration  date of, renew  (including by failure to object to any automatic
renewal on the last day such objection is  permitted),  increase the face amount
of, or reduce or eliminate  any  scheduled  decrease in the face amount of, such
Letter of Credit,  or to cause any Person to do any of the foregoing.  The terms
"Issued" and "Issuance" have correlative meanings.

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       15
<PAGE>


         "L/C Cash  Collateral  Account" means any Cash  Collateral  Account (a)
specifically   designated   as  such  by  the   Borrower  in  a  notice  to  the
Administrative  Agent and (b) from and after the  effectiveness  of such notice,
not  containing  any funds other than those required under the Loan Documents to
be placed therein.

         "L/C Issuer" means (a) GE Capital or any of its Affiliates and (b) each
Person that  hereafter  becomes an L/C Issuer with the approval of, and pursuant
to  an  agreement  with  and  in  form  and  substance   satisfactory   to,  the
Administrative  Agent and the  Borrower,  in each case in their  capacity as L/C
Issuers hereunder and together with their successors.

         "L/C Obligations"  means, for any Letter of Credit at any time, the sum
of (a) the L/C Reimbursement  Obligations at such time for such Letter of Credit
and (b) the  aggregate  maximum  undrawn  face  amount of such  Letter of Credit
outstanding at such time.

         "L/C  Reimbursement  Agreement"  has the meaning  specified  in Section
2.4(a).

         "L/C Reimbursement Date" has the meaning specified in Section 2.4(e).

         "L/C  Reimbursement  Obligation"  means, for any Letter of Credit,  the
obligation of the Borrower to the L/C Issuer  thereof,  as and when matured,  to
pay all amounts drawn under such Letter of Credit.

         "L/C Request" has the meaning specified in Section 2.4(b).

         "L/C Sublimit" means $30,000,000.

         "Lender"  means,  collectively,  the  Swingline  Lender  and any  other
financial  institution or other Person that (a) is listed on the signature pages
hereof  as a  "Lender"  or (b)  from  time to time  becomes  a party  hereto  by
execution of an Assignment, in each case together with its successors.

         "Letter  of  Credit"  means any  letter of credit  Issued  pursuant  to
Section 2.4.

         "Liabilities" means all claims,  actions,  suits,  judgments,  damages,
losses,  liability,  obligations  and any related fines,  penalties,  sanctions,
costs, fees, taxes,  commissions,  charges,  disbursements and expenses, in each
case of any kind or nature  (including  interest  accrued thereon or as a result
thereto  and fees,  charges  and  disbursements  of  financial,  legal and other
advisors and  consultants),  whether joint or several,  whether or not indirect,
contingent, consequential, actual, punitive, treble or otherwise.

         "Lien"  means  any  mortgage,  deed of  trust,  pledge,  hypothecation,
assignment, charge, deposit arrangement,  encumbrance, easement, lien (statutory
or  other),  security  interest  or other  security  arrangement  and any  other
preference,   priority  or  preferential  arrangement  of  any  kind  or  nature
whatsoever,  including any  conditional  sale contract or other title  retention
agreement,  the interest of a lessor under a Capital  Lease and any synthetic or
other  financing lease having  substantially  the same economic effect as any of
the foregoing.

         "Loan" means any loan made or deemed made by any Lender hereunder.

         "Loan Documents" means,  collectively,  this Agreement,  any Notes, the
Guaranty and Security Agreement, the Intercreditor Agreement, the Mortgages, the
Control  Agreements,  the Fee  Letter,  the L/C  Reimbursement  Agreements,  the
Secured Hedging Agreements and, when executed,  each document executed by a Loan
Party and delivered to the Administrative Agent, any Lender or any L/C Issuer in

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       16
<PAGE>


connection with or pursuant to any of the foregoing or the Obligations, together
with any  modification  of any term,  or any waiver with  respect to, any of the
foregoing.

         "Loan Party" means the Borrower and each Guarantor.

         "Material Adverse Effect" means an effect that results in or causes, or
could reasonably be expected to result in or cause, a material adverse change in
any of (a)  the  condition  (financial  or  otherwise),  business,  performance,
operations or property of the Group Members,  taken as a whole,  (b) the ability
of any Loan Party to perform its obligations under any Loan Document and (c) the
validity or  enforceability  of any Loan  Document or the rights and remedies of
the  Administrative  Agent,  the Lenders and the other Secured Parties under any
Loan Document.

         "Material  Environmental  Liabilities" means Environmental  Liabilities
exceeding $500,000.

         "Moody's" means Moody's Investors Service, Inc.

         "Mortgage" means any mortgage, deed of trust or other document executed
or  required  herein to be  executed  by any Loan Party and  granting a security
interest  over any owned real property in favor of the  Administrative  Agent as
security for the Obligations.

         "Mortgage Supporting Documents" means, with respect to any Mortgage for
a parcel of owned real  property,  each document  (including  title  policies or
marked-up unconditional insurance binders (in each case, together with copies of
all documents referred to therein), maps, ALTA (or TLTA, if applicable) as-built
surveys  (in form and as to date that is  sufficiently  acceptable  to the title
insurer  issuing  title  insurance  to the  Administrative  Agent for such title
insurer to deliver  endorsements to such title insurance as reasonably requested
by the Administrative Agent), environmental assessments and reports (in the case
of owned real property  acquired after the Closing Date) and evidence  regarding
recording  and  payment  of  fees,   insurance   premium  and  taxes)  that  the
Administrative  Agent may  reasonably  request,  to create,  register,  perfect,
maintain,  evidence the existence,  substance,  form or validity of or enforce a
valid lien on such parcel of real property in favor of the Administrative  Agent
for the benefit of the Secured Parties, subject only to Permitted Liens and such
other Liens as the Administrative Agent may reasonably approve.

         "Multiemployer  Plan"  means any  multiemployer  plan,  as  defined  in
Section  400l(a)(3) of ERISA, to which any ERISA  Affiliate  incurs or otherwise
has any obligation or liability, contingent or otherwise.

         "Net Cash Proceeds"  means proceeds  received in cash from (a) any Sale
of, or Property Loss Event with respect to, property,  net of (i) the reasonable
out-of-pocket  cash  costs,  fees and  expenses  paid or  required to be paid in
connection therewith,  (ii) any taxes paid or reasonably estimated to be payable
as a result thereof, (iii) any amount required to be applied to the repayment of
Indebtedness  other than owing to any Group  Member  (including  any  premium or
penalty,  if any, and interest) secured by a Lien expressly  permitted hereunder
on any asset that is the subject of such Sale or Property Loss Event  (excluding
any Lien  pursuant to a Loan  Document and  excluding,  in the case of Revolving
Credit Priority Collateral, the Term Loan Documents but including in the case of
Term Loan Priority  Collateral,  the Term Loan  Documents)  and (iv) any amounts
provided as a reserve,  in  accordance  with GAAP,  against any  liabilities  in
respect  of  any  indemnification   obligations  or  purchase  price  adjustment
associated  with such Sale  (provided  that,  to the extent and at any time such
amounts are released from such reserve,  such amounts shall  constitute Net Cash
Proceeds),  or (b) any sale or issuance of Stock or incurrence of  Indebtedness,
in each case net of brokers',  advisors' and  investment  banking fees and other
reasonable   underwriting   discounts,    commissions   and   other   reasonable
out-of-pocket cash costs, fees and expenses, in each case incurred in connection
with such transaction; provided, however, that any such proceeds received by any

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       17
<PAGE>


Subsidiary of the Borrower that is not a Wholly Owned Subsidiary of the Borrower
shall  constitute "Net Cash Proceeds" only to the extent of the aggregate direct
and indirect beneficial ownership interest of the Borrower therein.

         "Net Orderly  Liquidation  Value" means,  at any time, as to the Rental
Fleet or as to any Eligible  Inventory  (other than the Rental  Fleet),  the net
orderly  liquidation value thereof  determined most recently at or prior to such
time in writing by an independent appraiser selected by the Administrative Agent
with the consent of the Borrower,  such consent not to be unreasonably withheld,
each such  determination  to be made  using the same  basis and or  approach  to
valuation  consistent  with the approach used in the initial  determination  and
calculating the orderly liquidation value net of liquidation costs.

         "Non-Excluded Taxes" has the meaning specified in Section 2.17(a).

         "Non-Funding Lender" has the meaning specified in Section 2.2(c).

         "Non-U.S.  Lender Party" means each of the  Administrative  Agent, each
Lender, each L/C Issuer, each SPV and each participant, in each case that is not
a Domestic Person.

         "Note" means a promissory note of the Borrower,  in  substantially  the
form of Exhibit B, payable to the order of a Lender in a principal  amount equal
to the amount of such Lender's Commitment.

         "Notice of Borrowing" has the meaning specified in Section 2.2(a).

         "Notice of Conversion  or  Continuation"  has the meaning  specified in
Section 2.10(b).

         "Obligations"  means,  with  respect to any Loan  Party,  all  amounts,
obligations,  liabilities,  covenants  and duties of every type and  description
owing by such  Loan  Party to the  Administrative  Agent,  any  Lender,  any L/C
Issuer,  any other Indemnitee,  any participant,  any SPV or any Secured Hedging
Counterparty  arising out of, under,  or in connection  with, any Loan Document,
whether  direct or indirect  (regardless  of whether  acquired  by  assignment),
absolute or  contingent,  due or to become due,  whether  liquidated or not, now
existing or hereafter arising and however acquired, and whether or not evidenced
by any instrument or for the payment of money,  including,  without duplication,
(a) if such Loan Party is the Borrower,  all Loans and L/C Obligations,  (b) all
interest, whether or not accruing after the filing of any petition in bankruptcy
or  after  the  commencement  of  any  insolvency,   reorganization  or  similar
proceeding, and whether or not a claim for post-filing or post-petition interest
is allowed in any such proceeding,  and (c) all other fees,  expenses (including
fees,  charges and  disbursement of counsel),  interest,  commissions,  charges,
costs,  disbursements,  indemnities and  reimbursement of amounts paid and other
sums  chargeable  to such Loan Party under any Loan  Document  (including  those
payable to L/C Issuers as described in Section 2.11).

         "Odyssey  Investment  Partners" means Odyssey Investment Partners Fund,
L.P. and/or Odyssey Investment Partners, LLC and their respective Affiliates.

         "Original Letters of Credit" means letters of credit issued by one more
L/C Issuers  pursuant to (and as defined in) the Existing Credit  Agreement (and
listed on Schedule II hereto) that remain outstanding on the Closing Date.

         "Original  Letter  of  Credit   Obligations"  means  Letter  of  Credit
Obligations  under (and as defined in) the Original Credit Agreement that remain
outstanding immediately prior to the Closing Date.

         "Other Taxes" has the meaning specified in Section 2.17(c).

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       18
<PAGE>


         "Overadvance" means any portion of the Loans (including Swing Loans) in
excess of the Borrowing Base.

         "Patents"  means all rights,  title and  interests  (and all related IP
Ancillary Rights) arising under any Requirement of Law in or relating to letters
patent and applications therefor.

         "PBGC" means the United States Pension Benefit Guaranty Corporation and
any successor thereto.

         "Permit"  means,  with  respect to any Person,  any  permit,  approval,
authorization, license, registration, certificate, concession, grant, franchise,
variance or permission  from, and any other  Contractual  Obligations  with, any
Governmental  Authority, in each case whether or not having the force of law and
applicable  to or binding  upon such  Person or any of its  property or to which
such Person or any of its property is subject.

         "Permitted  Acquisition" means any Proposed Acquisition satisfying each
of the following  conditions:  (a) the aggregate  amounts  payable in connection
with,  and other  consideration  for (in each case,  including  any  transaction
costs, indemnification obligations and all Indebtedness and liabilities incurred
or assumed in  connection  therewith  or otherwise  reflected in a  Consolidated
balance  sheet  of the  Borrower  and the  Proposed  Acquisition  Target),  such
Proposed  Acquisition  and all other  Permitted  Acquisitions  consummated on or
prior to the date of the  consummation  of such Proposed  Acquisition  shall not
exceed $45,000,000, plus earn-out payments that are reasonably acceptable to the
Administrative   Agent,  (b)  the  Administrative   Agent  shall  have  received
reasonable  advance notice of such Proposed  Acquisition  including a reasonably
detailed  description thereof at least 30 days prior to the consummation of such
Proposed  Acquisition (or such later date as may be agreed by the Administrative
Agent)  and  on  or  prior  to  the  date  of  such  Proposed  Acquisition,  the
Administrative Agent shall have received copies of the acquisition agreement and
related  Contractual   Obligations  and  other  documents  (including  financial
information  and  analysis,  environmental  assessments  and reports,  opinions,
certificates  and lien  searches) and  information  reasonably  requested by the
Administrative  Agent and (c) as of the date of  consummation of any transaction
as part of such Proposed Acquisition and after giving effect to all transactions
to occur on such date as part of such Proposed  Acquisition,  all conditions set
forth in  clauses  (i) and (ii) of Section  3.2(b)  shall be  satisfied  or duly
waived.

         "Permitted  Discretion" means a determination made in good faith and in
the  exercise  of  reasonable  (from the  perspective  of a secured  asset-based
lender) business judgment.

         "Permitted  Group" means any group of investors  that is deemed to be a
"person"  (as that term is used in  Section  13(d)(3)  of the  Exchange  Act) by
virtue  of a  Voting  Agreement  or any  similar  agreement,  as the same may be
amended, modified or supplemented from time to time; provided,  however, that no
single Person (other than Odyssey  Investment  Partners and its Related Parties)
beneficially owns (together with its Affiliates) more of the voting power of the
issued and outstanding shares of Stock of the Borrower, having the right to vote
for the election of directors of the Borrower under ordinary circumstances, that
is  beneficially  owned by such  group of  investors  than is then  collectively
beneficially owned by Odyssey Investment Partners and its Related Parties in the
aggregate.

         "Permitted  Indebtedness"  means any  Indebtedness  of any Group Member
that is not  prohibited  by  Section  8.1 or any  other  provision  of any  Loan
Document.

         "Permitted Investment" means any Investment of any Group Member that is
not prohibited by Section 8.3 or any other provision of any Loan Document.

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       19
<PAGE>


         "Permitted  Lien" means any Lien on or with  respect to the property of
any Group Member that is not prohibited by Section 8.2 or any other provision of
any Loan Document.

         "Permitted  Refinancing" means Indebtedness  constituting a refinancing
or  extension of Permitted  Indebtedness  that (a) has an aggregate  outstanding
principal  amount  not  greater  than the  aggregate  principal  amount  of such
Permitted Indebtedness outstanding at the time of such refinancing or extension,
together with accrued interest, fees (including any prepayment fees or premiums)
payable in connection  therewith,  (b) has a weighted average maturity (measured
as of the date of such  refinancing  or extension)  and maturity no shorter than
that of such Permitted  Indebtedness  and, in the case of any refinancing of the
Senior  Subordinated  Notes has no scheduled  amortization prior to maturity and
matures no earlier than 6 months after the 6th  anniversary of the Closing Date,
(c) is not entered into as part of a Sale and Leaseback transaction,  (d) is not
secured by any  property or any Lien other than those  securing  such  Permitted
Indebtedness,  and  if  such  Permitted  Indebtedness  is  subordinated  to  the
Obligations,  such  Indebtedness  is subordinated to the Obligations at least to
the same extent as such Permitted  Indebtedness  and in a manner and pursuant to
documentation reasonably acceptable to the Administrative Agent; provided, that,
in  the  case  of  any  refinancing  of  the  Senior  Subordinated  Notes,  such
Indebtedness  may rank pari passu in right of payment  with the  Obligations  if
such  Indebtedness is either  unsecured or is secured on a junior priority basis
(that is junior  both to the Liens  securing  the  Obligations  and to the Liens
securing the Term Loan Obligations) pursuant to an intercreditor agreement (that
binds  all   present   and  future   holders  of  such   Indebtedness   and  all
representatives   and  collateral   agents  therefor)  and  that  is  reasonably
satisfactory in all respects to the Administrative Agent, provided,  further, in
the case of any refinancing of the Term Loan Obligations,  (x) such Indebtedness
shall be  subject  to the  Intercreditor  Agreement  (or  another  intercreditor
agreement  that  is  in  form  and  substance  reasonably  satisfactory  to  the
Administrative  Agent and in any event no less favorable to the Lenders than the
Intercreditor  Agreement,  as reasonably determined by the Administrative Agent)
and (y) the lenders in such refinancing or any agent or trustee for such lenders
executes  and  delivers  to the  Administrative  Agent an  agreement  reasonably
satisfactory to the Administrative  Agent confirming that such lenders and their
agent or trustee are bound by the obligations under the Intercreditor  Agreement
of the  lenders  under  the  Term  Loan  Credit  Agreement  and  the  Term  Loan
Administrative  Agent  (and the  Administrative  Agent  thereupon  executes  and
delivers to the lenders in such Permitted  Refinancing or their agent or trustee
an  agreement  confirming  that such  lenders or their agent or trustee  will be
entitled to enforce all rights under the Intercreditor  Agreement of the lenders
under the Term Loan Credit Agreement and the Term Loan Administrative Agent) and
(e) is otherwise on terms that the board of directors of the Borrower shall have
determined in good faith to be consistent with the market terms for Indebtedness
of such type  reasonably  available  to the  Borrower  at such time and that are
reasonably  satisfactory to the Administrative Agent;  provided,  however, that,
notwithstanding  the  foregoing  and in the case of  clauses  (a)  through  (e),
Guaranty  Obligations  for  such  Indebtedness  shall  constitute  part  of such
Permitted  Refinancing  if and to the extent such similar  Guaranty  Obligations
with respect to such Permitted  Indebtedness  existed and constituted  Permitted
Indebtedness prior to such refinancing or extension.

          "Permitted  Reinvestment" means, with respect to the Net Cash Proceeds
of any Sale or  Property  Loss  Event,  the  acquisition,  repair,  replacement,
improvement or construction  of, to the extent  otherwise  permitted  hereunder,
property  useful in the  business  of the  Borrower  or any of its  Subsidiaries
(including  through a Permitted  Acquisition)  or, if such  Property  Loss Event
involves loss or damage to property to repair such loss or damage.

         "Permitted Special  Overadvance" means, at any time, any portion of the
Special Overadvances that is not required to be repaid at such time.

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       20
<PAGE>


         "Person" means any individual,  partnership,  corporation  (including a
business trust and a public benefit corporation),  joint stock company,  estate,
association, firm, enterprise, trust, limited liability company,  unincorporated
association, joint venture and any other entity or Governmental Authority.

          "Pro Forma Balance Sheet" has the meaning specified in Section 4.4(c).

         "Pro Forma  Basis"  means,  with respect to any  determination  for any
period and any Pro Forma Transaction,  that such determination  shall be made by
giving pro forma effect to each such Pro Forma Transaction,  as if each such Pro
Forma Transaction had been consummated on the first day of such period, based on
historical  results  accounted  for in  accordance  with GAAP and, to the extent
applicable,  reasonable assumptions that are specified in detail in the relevant
Compliance  Certificate,  Financial  Statement or other document provided to the
Administrative  Agent or any Lender in connection  herewith in  accordance  with
Regulation S-X of the Securities Act of 1933.

         "Pro Forma  Transaction" means (i) the redemption and retirement of the
Senior  Notes,  (ii)  any  transaction  consummated  as  part  of any  Permitted
Acquisition,   together  with  each  other  transaction   relating  thereto  and
consummated  in connection  therewith,  including any incurrence or repayment of
Indebtedness and (iii) any purchase,  prepayment,  acquisition or retirement for
value of any Senior Subordinated Note and any other Indebtedness.

         "Projections"  means,  collectively,  the Initial  Projections  and any
document delivered pursuant to Section 6.1(f).

         "Property Loss Event" means, with respect to any property,  any loss of
or damage  to such  property  or any  taking of such  property  or  condemnation
thereof.

         "Proposed  Acquisition"  means  (a) any  proposed  acquisition  that is
consensual  and approved by the board of directors of such Proposed  Acquisition
Target,  of all or  substantially  all of the  assets  or Stock of any  Proposed
Acquisition  Target by the Borrower or any Subsidiary of the Borrower or (b) any
proposed merger of any Proposed  Acquisition Target with or into the Borrower or
any  Subsidiary of the Borrower (and, in the case of a merger with the Borrower,
with the Borrower being the surviving corporation).

         "Proposed  Acquisition  Target" means any Person or any brand,  line of
business,  division,  branch,  operating division or other unit operation of any
Person.

         "Pro Rata  Outstandings",  of any Lender at any time,  means the sum of
(i) the outstanding principal amount of Revolving Loans owing to such Lender and
(ii) the  amount of the  participation  of such  Lender  in the L/C  Obligations
outstanding with respect to all Letters of Credit.

         "Pro Rata Share"  means,  with  respect to any Lender at any time,  the
percentage  obtained by  dividing  (a) the sum of the  Commitments  (or, if such
Commitments are terminated,  the Pro Rata  Outstandings  therein) of such Lender
then in effect by (b) the sum of the  Commitments  (or, if such  Commitments are
terminated,  the Pro Rata  Outstandings  therein) of all Lenders then in effect;
provided,   however,  that,  if  there  are  no  Commitments  and  no  Pro  Rata
Outstandings,  such Lender's Pro Rata Share shall be determined based on the Pro
Rata Share  most  recently  in effect,  after  giving  effect to any  subsequent
assignment  and any subsequent  non-pro rata payments of any Lender  pursuant to
Section 2.18.

         "Qualified Capital Stock" means Stock that is not Disqualified Stock.

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       21
<PAGE>


         "Register" has the meaning specified in Section 2.14(b).

         "Reinvestment  Prepayment  Amount" means,  with respect to any Net Cash
Proceeds on the  Reinvestment  Prepayment Date therefor,  the amount of such Net
Cash Proceeds less any amount paid or required to be paid by any Group Member to
make  Permitted  Reinvestments  with  such  Net  Cash  Proceeds  pursuant  to  a
Contractual  Obligation entered into prior to such Reinvestment  Prepayment Date
with any Person that is not an Affiliate of the Borrower.

         "Reinvestment  Prepayment  Date" means,  with respect to any portion of
any Net Cash  Proceeds of any Sale or Property  Loss Event,  the earliest of (a)
the 365th day after the  completion of the portion of such Sale or Property Loss
Event  corresponding to such Net Cash Proceeds,  (b) the date that is 5 Business
Days after the date on which the Borrower shall have notified the Administrative
Agent of the Borrower's  determination not to make Permitted  Reinvestments with
such Net Cash Proceeds,  (c) the occurrence of any Event of Default set forth in
Section 9.1(e)(ii) and (d) 5 Business Days after the delivery of a notice by the
Administrative  Agent  or the  Required  Lenders  to  the  Borrower  during  the
continuance of any other Event of Default.

         "Related Documents" means, collectively, the payoff letter with respect
to the Existing Credit  Agreement  executed and delivered to the  Administrative
Agent in connection  with Section  3.1(d),  the notice of  redemption  issued in
connection with the redemption,  satisfaction and discharge of the Senior Notes,
the Term Loan Documents, and each other document executed with respect to any of
the foregoing or any Related Transaction.

         "Related Party" means:

(1) any controlling  stockholder,  50% (or more) owned Subsidiary,  or immediate
family member (in the case of an individual) of Odyssey Investment Partners;

(2) any trust,  corporation,  partnership,  limited  liability  company or other
entity, the beneficiaries,  stockholders,  partners,  members, owners or Persons
beneficially  holding a 50% or more  controlling  interest  of which  consist of
Odyssey  Investment  Partners  and/or  such  other  Persons  referred  to in the
immediately preceding clause (1); or

(3) any  investment  partnership  or  investment  fund  controlled or managed by
Odyssey Investment Partners.

         "Related Person" means,  with respect to any Person,  each Affiliate of
such   Person   and  each   director,   officer,   employee,   agent,   trustee,
representative,  attorney, accountant and each insurance,  environmental, legal,
financial and other advisor  (including  those  retained in connection  with the
satisfaction  or attempted  satisfaction  of any  condition set forth in Article
III)  and  other  consultants  and  agents  of or to such  Person  or any of its
Affiliates,  together  with, if such Person is the  Administrative  Agent,  each
other Person or  individual  designated,  nominated or otherwise  mandated by or
helping the Administrative Agent pursuant to and in accordance with Section 10.4
or any comparable provision of any Loan Document.

         "Related  Transactions"  means,  collectively,  the  refinancing of the
Existing Credit  Agreement,  the redemption of the Senior Notes,  the funding of
Indebtedness under the Term Loan Credit Agreement, the execution and delivery of
all Related Documents and the payment of all related fees, costs and expenses.

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       22
<PAGE>


         "Release"  means any  release,  threatened  release,  spill,  emission,
leaking,  pumping, pouring,  emitting,  emptying,  escape,  injection,  deposit,
disposal,  discharge,  dispersal,  dumping,  leaching or  migration of Hazardous
Material into or through the environment.

         "Remedial Action" means all actions required under  Environmental  Laws
to (a)  clean  up,  remove,  treat or in any other  way  address  any  Hazardous
Material  in the indoor or outdoor  environment,  (b)  prevent or  minimize  any
Release so that a Hazardous Material does not migrate or endanger or threaten to
endanger  public health or welfare or the indoor or outdoor  environment  or (c)
perform pre-remedial studies and investigations and post-remedial monitoring and
care with respect to any Hazardous Material.

         "Rental Fleet" means Eligible  Inventory held for lease by the Borrower
or any of its  Domestic  Subsidiaries  or being leased by the Borrower or any of
its Domestic Subsidiaries.

         "Rentals"  means  rental  payments  due to the Borrower or any Domestic
Subsidiary  from the rental of Inventory  owned by the Borrower or such Domestic
Subsidiary.

         "Required  Lenders" means, at any time,  Lenders having at such time in
excess of 50% of the sum of the aggregate  Commitments  (or, if such Commitments
are terminated, the sum of the amounts of the participations in Swing Loans, the
principal amount of unparticipated  portions of the Swing Loans and the Pro Rata
Outstandings in the Revolving Credit Facility).

         "Requirements of Law" means, with respect to any Person,  collectively,
the  common  law  and all  federal,  state,  local,  foreign,  multinational  or
international laws, statutes, codes, treaties, standards, rules and regulations,
guidelines,   ordinances,   orders,  judgments,   writs,  injunctions,   decrees
(including  administrative  or  judicial  precedents  or  authorities)  and  the
interpretation   or  administration   thereof  by,  and  other   determinations,
directives,  requirements or requests of, any  Governmental  Authority,  in each
case  whether  or not  having  the  force of law and that are  applicable  to or
binding  upon such Person or any of its  property or to which such Person or any
of its property is subject.

         "Reserves"  means,  with  respect to the  Borrowing  Base (a)  reserves
established  by the  Administrative  Agent  from time to time  against  Eligible
Accounts or  Eligible  Inventory  pursuant to Exhibit  6.1(k) and (b) such other
reserves against Eligible Accounts, Eligible Inventory or Borrowing Availability
that the Administrative Agent may, in its Permitted  Discretion,  establish from
time to  time.  Without  limiting  the  generality  of the  foregoing,  Reserves
established to ensure the payment of accrued  interest  expenses or Indebtedness
shall be deemed to be within the Administrative Agent's Permitted Discretion.

         "Responsible  Officer"  means,  with respect to any Person,  any of the
president, chief executive officer, treasurer, assistant treasurer,  controller,
managing  member or  general  partner of such  Person  but,  in any event,  with
respect to financial matters, any such officer that is responsible for preparing
the Financial  Statements delivered hereunder and, with respect to the Corporate
Chart and other  documents  delivered  pursuant  to  Section  6.1(e),  documents
delivered on the Closing Date and documents  delivered pursuant to Section 7.10,
the  secretary  or  assistant  secretary  of such  Person or any  other  officer
responsible for maintaining the corporate and similar records of such Person.

         "Restricted  Payment"  means  (a)  any  dividend,  return  of  capital,
distribution  or any other payment or Sale of property for less than fair market
value,  whether  direct  or  indirect  (including  through  the  use of  Hedging
Agreements,  the making, repayment,  cancellation or forgiveness of Indebtedness
and similar  Contractual  Obligations) and whether in cash,  Securities or other
property,  on account of any Stock or Stock Equivalent of the Borrower or any of
its  Subsidiaries,  in each case now or hereafter  outstanding,  including  with

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       23
<PAGE>


respect to a claim for  rescission  of a Sale of such Stock or Stock  Equivalent
and (b)  any  redemption,  retirement,  termination,  defeasance,  cancellation,
purchase or other acquisition for value,  whether direct or indirect  (including
through the use of Hedging Agreements,  the making,  repayment,  cancellation or
forgiveness of Indebtedness and similar Contractual  Obligations),  of any Stock
or Stock  Equivalent  of any Group  Member or of any direct or  indirect  parent
entity of the Borrower, now or hereafter  outstanding,  and any payment or other
transfer setting aside funds for any such redemption,  retirement,  termination,
cancellation,  purchase or other acquisition, whether directly or indirectly and
whether to a sinking fund, a similar fund or otherwise.

         "Revolving  Credit  Facility"  means the Commitments and the provisions
herein related to the Revolving Loans, Swing Loans and Letters of Credit.

         "Revolving Credit Outstandings" means, at any time, the sum of, in each
case to the extent outstanding at such time, (a) the aggregate  principal amount
of the  Revolving  Loans and Swing  Loans  and (b) the L/C  Obligations  for all
Letters of Credit.

         "Revolving  Credit Priority  Collateral" has the meaning  specified for
such term in the Intercreditor Agreement.

         "Revolving Loan" has the meaning specified in Section 2.1.

         "S&P" means Standard & Poor's Rating Services.

         "Sale and Leaseback Transaction" means, with respect to any Person (the
"obligor"),  any  Contractual  Obligation  or other  arrangement  with any other
Person  (the  "counterparty")  consisting  of a  lease  by such  obligor  of any
property that, directly or indirectly,  has been or is to be Sold by the obligor
to such  counterparty or to any other Person to whom funds have been advanced by
such counterparty  based on a Lien on, or an assignment of, such property or any
obligations of such obligor under such lease.

         "Satisfaction  Date"  means the date on which the events  described  in
Section 10.10(b)(iii)(A), (B) and (C) occur.

         "Scheduled   Maturity   Date"  means  either  (i)  if  all  the  Senior
Subordinated  Notes have not been redeemed and retired on or prior to such date,
March 14, 2009 or (ii) if all the Senior  Subordinated  Notes have been redeemed
and retired on or prior to March 14, 2009,  the 6th  anniversary  of the Closing
Date.

         "Secured Hedging  Agreement"  means any Hedging  Agreement that (a) has
been  entered  into with a Secured  Hedging  Counterparty,  (b) in the case of a
Hedging  Agreement  not  entered  into  with  or  provided  or  arranged  by the
Administrative  Agent or an Affiliate of the Administrative  Agent, is expressly
identified as being a "Secured  Hedging  Agreement"  hereunder in a joint notice
from such Loan  Party and such  Person  delivered  to the  Administrative  Agent
reasonably  promptly after the execution of such Hedging Agreement and (c) meets
the requirements of Section 8.1(f).

         "Secured Hedging  Counterparty" means (a) a Person who has entered into
a Hedging  Agreement with a Loan Party if such Hedging Agreement was provided or
arranged  by the  Administrative  Agent or an  Affiliate  of the  Administrative
Agent,  and any  assignee  of such Person or (b) a Lender or an  Affiliate  of a
Lender who has entered into a Hedging  Agreement  with a Loan Party (or a Person
who was a Lender  or an  Affiliate  of a Lender  at the  time of  execution  and
delivery of the Hedging Agreement).

         "Secured   Parties"   means  the   Lenders,   the  L/C   Issuers,   the
Administrative  Agent, any Secured Hedging  Counterparty,  each other Indemnitee
and any other holder of any Obligation of any Loan Party.

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       24
<PAGE>


         "Security"   means  all  Stock,   Stock   Equivalents,   voting   trust
certificates, bonds, debentures, instruments and other evidence of Indebtedness,
whether  or not  secured,  convertible  or  subordinated,  all  certificates  of
interest,  share or  participation  in, all certificates for the acquisition of,
and all warrants, options and other rights to acquire, any Security.

         "Sell" means, with respect to any property, to sell, convey,  transfer,
assign, license, lease (as lessor) or otherwise dispose of, any interest therein
or to permit any Person to acquire any such interest,  including,  in each case,
through  a Sale and  Leaseback  Transaction  or  through  a sale,  factoring  at
maturity,  collection of or other  disposal,  with or without  recourse,  of any
notes or accounts receivable.  Conjugated forms thereof and the noun "Sale" have
correlative meanings.

         "Senior  Notes"  means the  "Notes"  (as  defined in the  Senior  Notes
Indenture) and "Exchange  Notes" issued in exchange  therefor in accordance with
the terms of the Senior Notes  Indenture,  not exceeding an aggregate  principal
amount of $165,000,000.

         "Senior Notes Indenture" means the Indenture, dated as of June 9, 2003,
by and among the Borrower,  the guarantors  named  therein,  and The Bank of New
York, as Trustee, relating to the Borrower's 10 3/4% Senior Second Secured Notes
due 2008, as amended,  modified or supplemented  from time to time in accordance
with its terms and the terms hereof.

         "Senior Subordinated Notes" means the "Notes" (as defined in the Senior
Subordinated  Notes  Indenture) in an aggregate  principal  amount not exceeding
$155,000,000.

         "Senior Subordinated Notes Indenture" means the Indenture,  dated as of
June 16, 2000 among the Borrower, the guarantors party thereto and United States
Trust Company,  as Trustee,  relating to The Borrower's 13% Senior  Subordinated
Notes due 2009,  as  supplemented  through the Closing Date and as  subsequently
amended,  modified or  supplemented in accordance with its term and the terms of
this Agreement.

         "Solvent" means,  with respect to any Person on a particular date, that
on such date (a) the fair value of the  property of such Person is greater  than
the  total  amount  of  liabilities,   including   subordinated  and  contingent
liabilities,  of such Person;  (b) the present fair saleable value of the assets
of such  Person is not less than the  amount  that will be  required  to pay the
probable  liability  of such  Person  on its debts  and  liabilities,  including
subordinated and contingent liabilities as they become absolute and matured; (c)
such Person does not intend to, and does not believe  that it will,  incur debts
or liabilities beyond such Person's ability to pay as such debts and liabilities
mature; and (d) such Person is not engaged in a business or transaction,  and is
not  about to engage in a  business  or  transaction,  for which  such  Person's
property  would  constitute  an  unreasonably  small  capital.   The  amount  of
contingent  liabilities  (such  as  litigation,   guaranties  and  pension  plan
liabilities)  at any time shall be computed as the amount that,  in light of all
the facts and circumstances existing at the time, represents the amount that can
be reasonably be expected to become an actual or matured liability.

         "Special Overadvance" has the meaning specified in Section 2.1(c).

         "Special  Overadvance  Maturity  Date"  has the  meaning  specified  in
Section 2.1(c).

         "SPV" means any special purpose funding vehicle identified as such in a
writing by any Lender to the Administrative Agent.

         "Stock"  means all  shares of capital  stock  (whether  denominated  as
common stock or preferred stock), equity interests,  beneficial,  partnership or
membership interests, joint venture interests, participations or other ownership

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       25
<PAGE>


or profit interests in or equivalents  (regardless of how designated) of or in a
Person (other than an individual), whether voting or non-voting.

         "Stock   Equivalents"   means  all  securities   convertible   into  or
exchangeable for Stock or any other Stock  Equivalent and all warrants,  options
or other rights to purchase, subscribe for or otherwise acquire any Stock or any
other Stock Equivalent,  whether or not presently  convertible,  exchangeable or
exercisable.

         "Subordinated  Debt" means any Indebtedness that is subordinated to the
payment  in  full  of  the  Obligations  on  terms  and  conditions   reasonably
satisfactory to the Administrative  Agent,  including any Indebtedness under the
Senior Subordinated Notes.

         "Subordinated Refinancing Indebtedness" means any Indebtedness, whether
or not constituting  Subordinated Debt, resulting from any initial or subsequent
Permitted Refinancing of Subordinated Debt.

         "Subsidiary"  means,  with  respect  to any  Person,  any  corporation,
partnership,  joint venture,  limited  liability  company,  association or other
entity, the management of which is, directly or indirectly, controlled by, or of
which an aggregate of more than 50% of the  outstanding  Voting Stock is, at the
time, owned or controlled  directly or indirectly by, such Person or one or more
Subsidiaries of such Person.

         "Substitute Lender" has the meaning specified in Section 2.18(a).

         "Supermajority  Lenders"  means  Lenders  having (a) 80% or more of the
Commitments of all Lenders, or (b) if the Commitments have been terminated,  80%
or more of the  aggregate  outstanding  amount of the  Revolving  Loan (with the
Swing Loan being attributed to the Lender making such Loan).

         "SWDA" means the Solid Waste Disposal Act (42 U.S.C. ss.ss. 6901 et
seq.).

         "Swingline Commitment" means $10,000,000.

         "Swingline  Lender"  means,  each in its capacity as  Swingline  Lender
hereunder,  GE Capital or, upon the resignation of GE Capital as  Administrative
Agent  hereunder,  any Lender (or Affiliate or Approved Fund of any Lender) that
agrees,  with the approval of the Administrative  Agent (or, if there is no such
successor  Administrative  Agent, the Required Lenders) and the Borrower, to act
as the Swingline Lender hereunder.

         "Swingline Request" has the meaning specified in Section 2.3(b).

         "Swing Loan" has the meaning specified in Section 2.3(a).

         "Tax Affiliate"  means,  (a) the Borrower and its  Subsidiaries and (b)
any  Affiliate of the Borrower  with which the Borrower  files or is eligible to
file consolidated, combined or unitary tax returns.

         "Tax Return" has the meaning specified in Section 4.8.

         "Taxes" has the meaning specified in Section 2.17(a).

         "Termination  Date"  shall  mean  the  earliest  of (a)  the  Scheduled
Maturity  Date,  (b) the date of  termination  of the  Commitments  pursuant  to
Section  2.5 or 9.2 and (c) the date on which  the  Obligations  become  due and
payable pursuant to Section 9.2.

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       26
<PAGE>


         "Term  Loan  Administrative   Agent"  means  General  Electric  Capital
Corporation,  in its capacity as administrative agent under the Term Loan Credit
Agreement.

         "Term Loan Credit  Agreement"  shall mean that certain Credit Agreement
dated as of the date hereof  among the  Borrower,  the other Loan  Parties,  the
lenders named therein,  and the Term Loan Administrative  Agent, as the same may
from time to time be  amended,  restated,  supplemented  or  otherwise  modified
solely as permitted by the Intercreditor Agreement.

         "Term Loan  Documents"  shall have the meaning  specified  for the term
"Loan Documents" in the Term Loan Credit Agreement.

         "Term Loan Obligations"  shall have the meaning specified for such term
in the Intercreditor Agreement and shall include all increases thereto permitted
by the Intercreditor Agreement.

         "Title IV Plan"  means a  pension  plan  subject  to Title IV of ERISA,
other  than a  Multiemployer  Plan,  to which  any  ERISA  Affiliate  incurs  or
otherwise has any obligation or liability, contingent or otherwise.

         "Trademarks" means all rights,  title and interests (and all related IP
Ancillary  Rights)  arising  under  any  Requirement  of Law in or  relating  to
trademarks,  trade  names,  corporate  names,  company  names,  business  names,
fictitious  business names, trade styles,  service marks, logos and other source
or business  identifiers and, in each case, all goodwill  associated  therewith,
all  registrations  and recordations  thereof and all applications in connection
therewith.

         "Trade Secrets" means all right, title and interest (and all related IP
Ancillary  Rights)  arising under any Requirement of Law in or relating to trade
secrets.

         "UCC" means the Uniform Commercial Code of any applicable  jurisdiction
and, if the applicable  jurisdiction shall not have any Uniform Commercial Code,
the Uniform Commercial Code as in effect in the State of New York.

         "United States" means the United States of America.

         "Unused Commitment Fee" has the meaning specified in Section 2.11(a).

         "U.S.  Lender  Party"  means  each of the  Administrative  Agent,  each
Lender, each L/C Issuer,  each SPV and each participant,  in each case that is a
Domestic Person.

         "Voting  Agreement"  means any voting trust or similar  agreement among
current  and/or  former  members  of the  management  of  Borrower  and  Odyssey
Investment  Partners and/or one or more of its Related Parties pursuant to which
such current  and/or  former  members of  management  grant  Odyssey  Investment
Partners  and/or its  Related  Parties  the right to vote  shares of  Borrower's
Stock.

         "Voting Stock" means Stock of any Person having  ordinary power to vote
in the  election  of members of the board of  directors,  managers,  trustees or
other controlling Persons, of such Person (irrespective of whether, at the time,
Stock of any other  class or  classes  of such  entity  shall have or might have
voting power by reason of the occurrence of any contingency).

         "Wholly Owned  Subsidiary"  of any Person means any  Subsidiary of such
Person,  all of the Stock of which (other than nominal  holdings and  director's
qualifying  shares) is owned by such Person,  either  directly or through one or
more Wholly Owned Subsidiaries of such Person.

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       27
<PAGE>


         "Withdrawal  Liability"  means,  at any time,  any  liability  incurred
(whether or not  assessed) by any ERISA  Affiliate and not yet satisfied or paid
in full at such time with respect to any Multiemployer  Plan pursuant to Section
4201 of ERISA.

                  Section  1.2       UCC  Terms.  The  following  terms have the
meanings given to them in the applicable UCC:  "commodity  account",  "commodity
contract",  "commodity intermediary",  "deposit account",  "entitlement holder",
"entitlement  order",  "equipment",  "financial  asset",  "general  intangible",
"goods",   "instruments",   "inventory",   "securities   account",   "securities
intermediary" and "security entitlement".

                  Section  1.3       Accounting  Terms and  Principles(a)  . (a)
GAAP. All accounting  determinations  required to be made pursuant hereto shall,
unless expressly  otherwise provided herein, be made in accordance with GAAP. No
change in the  accounting  principles  used in the  preparation of any Financial
Statement hereafter adopted by the Borrower shall be given effect if such change
would  affect a  calculation  that  measures  compliance  with any  provision of
Article  VIII unless the  Borrower,  the  Administrative  Agent and the Required
Lenders  agree to modify such  provisions  to reflect  such changes in GAAP and,
unless such  provisions  are  modified,  all  Financial  Statements,  Compliance
Certificates and similar documents provided hereunder shall be provided together
with a  reconciliation  between the  calculations  and amounts set forth therein
before and after giving effect to such change in GAAP.

                  (b) Pro Forma. All components of financial  calculations  made
to determine compliance with Article VIII shall be adjusted on a Pro Forma Basis
to include or exclude, as the case may be, without duplication,  such components
of such calculations attributable to any Pro Forma Transaction consummated after
the first day of the applicable  period of determination and prior to the end of
such period,  as determined in good faith by the Borrower  based on  assumptions
expressed therein and that were reasonable based on the information available to
the Borrower at the time of preparation of the  Compliance  Certificate  setting
forth such calculations.

                  Section  1.4       Payments.  The Administrative Agent may set
up standards  and  procedures  to determine or  redetermine  the  equivalent  in
Dollars of any amount expressed in any currency other than Dollars and otherwise
may, but shall not be obligated to, rely on any  determination  made by any Loan
Party  or any L/C  Issuer.  Any such  determination  or  redetermination  by the
Administrative  Agent shall be conclusive  and binding for all purposes,  absent
manifest error. No determination or redetermination by any Secured Party or Loan
Party and no other currency conversion shall change or release any obligation of
any Loan Party or of any Secured Party (other than the Administrative  Agent and
its  Related  Persons)  under  any Loan  Document,  each of which  agrees to pay
separately for any shortfall  remaining  after any conversion and payment of the
amount as converted.  The Administrative Agent may round up or down, and may set
up appropriate  mechanisms to round up or down, any amount  hereunder to nearest
higher  or  lower  amounts  and may  determine  reasonable  de  minimis  payment
thresholds.

                  Section   1.5      Interpretation(a)  .  (a)  Certain  Terms.
Except as set forth in any Loan Document,  all accounting terms not specifically
defined  herein shall be construed in accordance  with GAAP (except for the term
"property", which shall be interpreted as broadly as possible, including, in any
case, cash, Securities,  other assets, rights under Contractual  Obligations and
Permits and any right or interest in any property). The terms "herein", "hereof"
and similar  terms refer to this  Agreement as a whole.  In the  computation  of
periods  of time from a  specified  date to a later  specified  date in any Loan
Document,  the terms  "from" means "from and  including"  and the words "to" and
"until"  each  mean "to but  excluding"  and the word  "through"  means  "to and
including."  In any  other  case,  the term  "including"  when  used in any Loan
Document means "including  without  limitation." The term "documents"  means all
writings,  however  evidenced  and  whether  in  physical  or  electronic  form,

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       28
<PAGE>


including   all   documents,   instruments,    agreements,   notices,   demands,
certificates,  forms,  financial  statements,  opinions  and  reports.  The term
"incur" means incur, create, make, issue, assume or otherwise become directly or
indirectly  liable in  respect  of or  responsible  for,  in each  case  whether
directly or indirectly,  and the terms  "incurrence"  and "incurred" and similar
derivatives  shall have  correlative  meanings.  All references to a time of day
shall refer to such time of day in New York.

                  (b) Certain References.  Unless otherwise expressly indicated,
references (i) in this Agreement to an Exhibit,  Schedule,  Article,  Section or
clause refer to the appropriate  Exhibit or Schedule to, or Article,  Section or
clause in, this  Agreement and (ii) in any Loan  Document,  to (A) any agreement
shall  include,  without  limitation,  all exhibits,  schedules,  appendixes and
annexes to such  agreement  and,  unless the prior  consent of any Secured Party
required  therefor  is not  obtained,  any  modification  to any  term  of  such
agreement,  (B) any statute  shall be to such  statute as modified  from time to
time and to any successor  legislation thereto, in each case as in effect at the
time  any  such  reference  is  operative  and (C) any  time of day  shall  be a
reference to New York time.  Titles of articles,  sections,  clauses,  exhibits,
schedules  and annexes  contained in any Loan  Document are without  substantive
meaning or content of any kind  whatsoever  and are not a part of the  agreement
between the parties hereto. Unless otherwise expressly indicated, the meaning of
any term defined  (including by reference) in any Loan Document shall be equally
applicable to both the singular and plural forms of such term.

                                   ARTICLE 2
                          THE REVOLVING CREDIT FACILITY

                  Section 2.1        The Commitments(a). (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 reborrowed under this Section 2.1.

                  (b) If the Borrower  requests that the Lenders make, or permit
to remain  outstanding any Overadvances,  the  Administrative  Agent may, in its
sole  discretion,   elect  to  make,  or  permit  to  remain   outstanding  such
Overadvances;  provided, however, that, except as provided in Section 2.1(c) the
Administrative  Agent  may not cause the  Lenders  to make,  or permit to remain
outstanding,  (a) aggregate  Revolving Loans  (including,  without  duplication,
Swing Loans) in excess of the  Commitments or (b)  Overadvances  in an aggregate
amount in excess of $5,000,000,  and until the second anniversary of the Closing
Date,  the  Administrative  Agent  may not  elect to make or  permit  to  remain
outstanding any  Overadvances  under this Section  2.1(b).  If an Overadvance is
made, or permitted to remain outstanding,  pursuant to this Section 2.1(b), then
all the Lenders  shall be bound to make, or permit to remain  outstanding,  such
Overadvance  based upon their Pro Rata Shares of the  Commitments  in accordance
with the  terms of this  Agreement.  If an  Overadvance  (other  than a  Special
Overadvance)  remains  outstanding for more than ninety (90) days during any one
hundred eighty (180) day period,  Revolving Loans must be repaid  immediately in
an  amount  sufficient  to  eliminate  all of  such  Overadvances.  Furthermore,
Required Lenders may prospectively revoke the Administrative  Agent's ability to
make or permit  Overadvances  under this Section 2.1(b) by written notice to the
Administrative  Agent.  Any  Overadvance  shall be made as a Swing  Loan or as a
Revolving Loan that is a Base Rate Loan. No Overadvance  shall be made,  whether

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       29
<PAGE>


made  pursuant  to  Section  2.1(b) or  Section  2.1(c),  if the  making of such
Overadvance  would cause the outstanding  principal balance of the Loans and L/C
Obligations to exceed the Commitments.

                  (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 Revolving Loans and Swing Loans and
obtain the Issuance of Letters of Credit,  in each case, that  constitute,  upon
the  making   thereof,   Overadvances   (each,  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) 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,  (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 (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.

                  Section  2.2       Borrowing  Procedures(a)  . (a) Notice From
the Borrower.  Each  Borrowing  shall be made on notice given by the Borrower to
the  Administrative  Agent not later  than 1:00 p.m.  (New York time) on (i) the
first  Business  Day, in the case of a Borrowing of Base Rate Loans and (ii) the
third Business Day, in the case of a Borrowing of Eurodollar  Rate Loans,  prior
to the date of the proposed Borrowing. Each such notice may be made in a writing
substantially  in the form of Exhibit C (a "Notice of Borrowing") duly completed
or by telephone if confirmed promptly,  but in any event within one Business Day
and prior to such  Borrowing,  with such a Notice of  Borrowing.  Loans shall be
made as Base Rate Loans  unless,  outside of a  suspension  period  pursuant  to
Section 2.15, the Notice of Borrowing  specifies  that all or a portion  thereof
shall be Eurodollar Rate Loans.  Each Borrowing shall be in an aggregate  amount
that is an integral multiple of $1,000,000.

                  (b) Notice to Each Lender. The Administrative Agent shall give
to each Lender prompt notice of the  Administrative  Agent's receipt of a Notice
of Borrowing and, if Eurodollar Rate Loans are properly requested in such Notice
of Borrowing,  prompt notice of the applicable interest rate. Each Lender shall,
before 3:00 p.m.  (New York time) on the date of the  proposed  Borrowing in the
case of Base Rate Loans and before 1:00 p.m.  (New York time) on the date of the
proposed  Borrowing in the case of Eurodollar Rate Loans,  make available to the
Administrative  Agent at its address referred to in Section 11.11, such Lender's
Pro Rata Share of such proposed Borrowing. Upon fulfillment or due waiver (i) on
the Closing Date, of the applicable conditions set forth in Section 3.1 and (ii)
on the Closing Date and any time  thereafter,  of the applicable  conditions set
forth in Section 3.2, the  Administrative  Agent shall make such funds available
to the Borrower.

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       30
<PAGE>


                  (c) Non-Funding Lenders. Unless the Administrative Agent shall
have  received  notice from any Lender prior to the date such Lender is required
to make any payment  hereunder with respect to any Loan or any  participation in
any Swing Loan or Letter of Credit that such  Lender will not make such  payment
(or  any  portion   thereof)   available  to  the   Administrative   Agent,  the
Administrative Agent may assume that such Lender has made such payment available
to the  Administrative  Agent on the date such payment is required to be made in
accordance  with this Article II and the  Administrative  Agent may, in reliance
upon  such   assumption,   make  available  to  the  Borrower  on  such  date  a
corresponding  amount. The Borrower agrees to repay to the Administrative  Agent
on demand such amount (until  repaid by such Lender) with  interest  thereon for
each day from the date such amount is made  available to the Borrower  until the
date such amount is repaid to the  Administrative  Agent,  at the interest  rate
applicable   to  the   Obligation   that  would  have  been   created  when  the
Administrative  Agent made available such amount to the Borrower had such Lender
made a corresponding  payment available;  provided,  however,  that such payment
shall not relieve such Lender of any obligation it may have to the Borrower, the
Swingline Lender or any L/C Issuer. In addition,  any Lender that shall not have
made available to the Administrative  Agent any portion of any payment described
above (any such Lender, a "Non-Funding Lender") agrees to pay such amount to the
Administrative Agent on demand together with interest thereon, for each day from
the date  such  amount is made  available  to the  Borrower  until the date such
amount is repaid to the Administrative  Agent, at the Federal Funds Rate for the
first  Business Day and  thereafter (i) in the case of a payment in respect of a
Loan,  at the  interest  rate  applicable  at the  time to such  Loan  and  (ii)
otherwise,  at the  interest  rate  applicable  to Base  Rate  Loans  under  the
Revolving Credit  Facility.  Such repayment shall then constitute the funding of
the  corresponding  Loan  (including any Loan deemed to have been made hereunder
with such payment) or  participation.  The existence of any  Non-Funding  Lender
shall not relieve any other Lender of its  obligations  under any Loan Document,
but no other  Lender  shall be  responsible  for the failure of any  Non-Funding
Lender to make any payment required under any Loan Document.

                  Section  2.3       Swing  Loans(a) . (a) Availability.  On the
terms and subject to the conditions  contained in this Agreement,  the Swingline
Lender may, in its sole discretion,  make loans in Dollars (each a "Swing Loan")
available to the Borrower under the Revolving  Credit Facility 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 not to exceed the
lesser of (A) its Swingline Commitment and (B) Borrowing Availability, except as
provided  in Section  2.1(b) and Section  2.1(c);  provided,  however,  that the
Swingline Lender may not make any Swing Loan (x) to the extent that after giving
effect to such Swing Loan, the aggregate  Revolving  Credit  Outstandings  would
exceed the  Commitments  and (y) in the period  commencing on the first Business
Day after it  receives  notice  from the  Administrative  Agent or the  Required
Lenders that one or more of the  conditions  precedent  contained in Section 3.2
are not satisfied and ending when such  conditions are satisfied or duly waived.
In connection  with the making of any Swing Loan,  the Swingline  Lender may but
shall not be required to determine that, or take notice whether,  the conditions
precedent  set forth in Section 3.2 have been  satisfied  or waived.  Each Swing
Loan shall be a Base Rate Loan and must be repaid in full on the earliest of (i)
the funding date of any  Borrowing of Revolving  Loans and (ii) the  Termination
Date.  Within the limits set forth in the first  sentence  of this  clause  (a),
amounts of Swing Loans repaid may be reborrowed under this clause (a).

                  (b)  Borrowing  Procedures.  In order to request a Swing Loan,
the Borrower shall give to the Administrative  Agent a notice to be received not
later than 1:00 p.m. (New York time) on the day of the proposed borrowing, which
may be made in a writing  substantially  in the form of Exhibit D duly completed
(a "Swingline Request") or by telephone if confirmed promptly but, in any event,
prior to such  borrowing,  with such a Swingline  Request.  In addition,  if any
Notice of  Borrowing  requests a Borrowing  of Base Rate  Loans,  the Swing Line
Lender may, notwithstanding anything else to the contrary in Section 2.2, make a
Swing Loan  available to the Borrower in an aggregate  amount not to exceed such

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       31
<PAGE>


proposed  Borrowing,  and the  aggregate  amount of the  corresponding  proposed
Borrowing  shall be reduced  accordingly  by the principal  amount of such Swing
Loan. The Administrative Agent shall promptly notify the Swingline Lender of the
details of the requested  Swing Loan. Upon receipt of such notice and subject to
the  terms  of this  Agreement,  the  Swingline  Lender  may  make a Swing  Loan
available  to the  Borrower  by making the  proceeds  thereof  available  to the
Administrative  Agent and,  in turn,  the  Administrative  Agent shall make such
proceeds  available  to the  Borrower  on the  date set  forth  in the  relevant
Swingline Request.

                  (c) Refinancing  Swing Loans.  The Swingline Lender may at any
time  forward a demand to the  Administrative  Agent  (which the  Administrative
Agent shall,  upon receipt,  forward to each Lender) that each Lender pay to the
Administrative Agent, for the account of the Swingline Lender, such Lender's Pro
Rata Share of all or a portion of the outstanding Swing Loans. Each Lender shall
pay such Pro Rata  Share to the  Administrative  Agent  for the  account  of the
Swingline  Lender.  Upon  receipt by the  Administrative  Agent of such  payment
(other  than  during  the  continuation  of any Event of Default  under  Section
9.1(e)),  such  Lender  shall be  deemed to have  made a  Revolving  Loan to the
Borrower,  which,  upon receipt of such payment by the Swingline Lender from the
Administrative  Agent,  the  Borrower  shall be  deemed to have used in whole to
refinance  such Swing Loan.  Any such Revolving Loan that is deemed to have been
made  pursuant to this clause (c) prior to the date that is 24 months  after the
Closing  Date  and is made  in  respect  of a Swing  Loan  that  constitutes  an
Overadvance shall constitute a Special Overadvance.  In addition,  regardless of
whether any such  demand is made,  upon the  occurrence  of any Event of Default
under  Section  9.1(e),  each Lender shall be deemed to have  acquired,  without
recourse or warranty, an undivided interest and participation in each Swing Loan
in an amount equal to such  Lender's  Pro Rata Share of such Swing Loan.  If any
payment  made by any  Lender  as a result  of any such  demand  is not  deemed a
Revolving  Loan,  such payment  shall be deemed a funding by such Lender of such
participation.  Such participation shall not be otherwise required to be funded.
Upon receipt by the Swingline  Lender of any payment from any Lender pursuant to
this clause (c) with  respect to any portion of any Swing  Loan,  the  Swingline
Lender shall  promptly pay over to such Lender all payments of principal (to the
extent  received  after such payment by such Lender) and interest (to the extent
accrued with respect to periods  after such  payment)  received by the Swingline
Lender with respect to such portion.

                  (d)  Obligation to Fund  Absolute.  Each Lender's  obligations
pursuant to clause (c) above shall be absolute,  unconditional  and  irrevocable
and shall be performed  strictly in accordance  with the terms of this Agreement
under any and all circumstances  whatsoever,  including (A) the existence of any
setoff, claim, abatement,  recoupment,  defense or other right that such Lender,
any  Affiliate  thereof  or any other  Person  may have  against  the Swing Loan
Lender,  any other  Secured  Party or any other  Person,  (B) the failure of any
condition  precedent  set forth in Section 3.2 to be satisfied or the failure of
the  Borrower to deliver any notice set forth in Section  2.2(a)  (each of which
requirements the Lenders hereby irrevocably waive) and (C) any adverse change in
the condition (financial or otherwise) of any Loan Party.

                  Section  2.4       Letters  of Credit(a) . (a)  Commitment and
Conditions.  On the terms and subject to the conditions  contained herein,  each
L/C Issuer agrees to Issue,  at the request of the Borrower,  in accordance with
such L/C Issuer's usual and customary business practices, and for the account of
the Borrower (or, as long as the Borrower remains responsible for the payment in
full of all amounts drawn thereunder and related fees,  costs and expenses,  for
the account of any Group Member), Letters of Credit (denominated in Dollars in a
minimum amount of $250,000 unless otherwise agreed by the applicable L/C Issuer)
from time to time on any  Business  Day during the period from the Closing  Date
through the earlier of the  Termination  Date and 30 days prior to the Scheduled
Maturity  Date  (which for this  purpose  shall be March 14,  2009 until all the
Senior  Subordinated  Notes are redeemed and retired,  except that that Borrower
may request one or more Letters of Credit in an  aggregate  amount not to exceed

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       32
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$15,000,000 have an expiration date later than March 14, 2009 but not later than
one year  following  the  issuance  date of such  Letter of  Credit);  provided,
however,  that such L/C Issuer  shall not be under any  obligation  to Issue any
Letter of Credit  upon the  occurrence  of any of the  following,  after  giving
effect to such Issuance:

                    (i) (A) the aggregate  Revolving Credit  Outstandings  would
               exceed the lesser of the  Borrowing  Base,  except as provided in
               Section 2.1(c), and the aggregate  Revolving Credit  Commitments,
               or (B) the L/C Obligations for all Letters of Credit would exceed
               the L/C Sublimit;

                    (ii) the expiration date of such Letter of Credit (A) is not
               a  Business  Day,  (B) is more  than one year  after  the date of
               issuance  thereof  or (C) is  later  than  30 days  prior  to the
               Scheduled  Maturity  Date (which for this purpose  shall be March
               14, 2009 until all the Senior Subordinated Notes are redeemed and
               retired,  except that that  Borrower  may request that Letters of
               Credit in an aggregate  amount not to exceed  $15,000,000 have an
               expiration  date later than March 14, 2009 but not later than one
               year  following  the  issuance  date of such  Letter of  Credit);
               provided,  however,  that any  Letter of  Credit  with a term not
               exceeding  one year may provide  for its  renewal for  additional
               periods  not  exceeding  one  year  as  long  as (x)  each of the
               Borrower  and such L/C Issuer  have the  option to  prevent  such
               renewal before the expiration of such term or any such period and
               (y) neither  such L/C Issuer nor the  Borrower  shall  permit any
               such renewal to extend such  expiration  date beyond the date set
               forth in clause (C) above; or

                    (iii) (A) any fee due in  connection  with,  and on or prior
               to, such Issuance has not been paid, (B) such Letter of Credit is
               requested to be Issued in a form that is not  acceptable  to such
               L/C Issuer or (C) such L/C Issuer shall not have  received,  each
               in  form  and  substance  reasonably  acceptable  to it and  duly
               executed by the Borrower (and, if such Letter of Credit is issued
               for the account of any other Group  Member,  such Group  Member),
               the documents that such L/C Issuer generally uses in the ordinary
               course of its  business  for the Issuance of letters of credit of
               the  type  of such  Letter  of  Credit  (collectively,  the  "L/C
               Reimbursement Agreement").

For each such Issuance, the applicable L/C Issuer may, but shall not be required
to, determine that, or take notice whether,  the conditions  precedent set forth
in Section 3.2 have been satisfied or waived in connection  with the Issuance of
any  Letter of  Credit;  provided,  however,  that no Letter of Credit  shall be
Issued during the period starting on the first Business Day after the receipt by
such L/C Issuer of notice from the Administrative  Agent or the Required Lenders
that any  condition  precedent  contained  in Section 3.2 is not  satisfied  and
ending on the date all such conditions are satisfied or duly waived.

The parties hereto agree that all Original Letters of Credit and Original Letter
of Credit Obligations shall be deemed,  respectively,  Letters of Credit and L/C
Obligations issued or existing under and subject to and governed by and entitled
to the benefits of the terms of this Agreement.

                  (b) Notice of Issuance.  The Borrower  shall give the relevant
L/C Issuer and the  Administrative  Agent a notice of any requested  Issuance of
any Letter of Credit,  which  shall be  effective  only if  received by such L/C
Issuer and the Administrative  Agent not later than 1:00 p.m. (New York time) on
the third Business Day prior to the date of such requested Issuance. Such notice
may be made in a writing  substantially  the form of Exhibit E duly completed or
in a writing in any other form  acceptable to such L/C Issuer (an "L/C Request")
or by telephone if confirmed promptly,  but in any event within one Business Day
and prior to such Issuance, with such an L/C Request.

                  (c)  Reporting  Obligations  of L/C  Issuers.  Each L/C Issuer
agrees  to  provide  the  Administrative   Agent  (which,   after  receipt,  the
Administrative  Agent  shall  provide  to each  Lender),  in form and  substance

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       33
<PAGE>


satisfactory to the Administrative Agent, each of the following on the following
dates:  (i) on or prior to (A) any  Issuance of any Letter of Credit by such L/C
Issuer,  (B) any drawing  under any such Letter of Credit or (C) any payment (or
failure  to pay when  due) by the  Borrower  of any  related  L/C  Reimbursement
Obligation,   notice  thereof,   which  shall  contain  a  reasonably   detailed
description of such Issuance,  drawing or payment,  (ii) upon the request of the
Administrative Agent (or any Lender through the Administrative Agent), copies of
any Letter of Credit Issued by such L/C Issuer and any related L/C Reimbursement
Agreement  and  such  other  documents  and  information  as may  reasonably  be
requested  by the  Administrative  Agent and (iii) on the first  Business Day of
each  calendar  week,  a schedule  of the  Letters of Credit  Issued by such L/C
Issuer,  in form and substance  reasonably  satisfactory  to the  Administrative
Agent,  setting forth the L/C Obligations for such Letters of Credit outstanding
on the last Business Day of the previous calendar week.

                  (d)  Acquisition  of  Participations.  Upon any  Issuance of a
Letter of Credit in accordance with the terms of this Agreement resulting in any
increase in the L/C  Obligations,  each Lender shall be deemed to have acquired,
without recourse or warranty,  an undivided  interest and  participation in such
Letter of Credit and the  related  L/C  Obligations  in an amount  equal to such
Lender's Pro Rata Share of such L/C Obligations.

                  (e)  Reimbursement  Obligations of the Borrower.  The Borrower
agrees to pay to the L/C Issuer of any Letter of Credit  each L/C  Reimbursement
Obligation  owing with  respect to such Letter of Credit no later than the first
Business  Day after the  Borrower  receives  notice  from such L/C  Issuer  that
payment has been made under such Letter of Credit or that such L/C Reimbursement
Obligation is otherwise due (the "L/C Reimbursement Date") with interest thereon
computed  as set forth in clause  (i)  below.  In the event  that any L/C Issuer
incurs any L/C  Reimbursement  Obligation not repaid by the Borrower as provided
in this  clause (e) (or any such  payment by the  Borrower is  rescinded  or set
aside for any reason),  such L/C Issuer shall promptly notify the Administrative
Agent of such failure  (and,  upon receipt of such  notice,  the  Administrative
Agent shall  forward a copy to each  Lender) and,  irrespective  of whether such
notice is given, such L/C Reimbursement Obligation shall be payable on demand by
the Borrower with interest  thereon computed (i) from the date on which such L/C
Reimbursement  Obligation arose to the L/C  Reimbursement  Date, at the interest
rate  applicable  during such period to Revolving Loans that are Base Rate Loans
and (ii)  thereafter  until  payment in full,  at the interest  rate  applicable
during such period to past due Revolving Loans that are Base Rate Loans.

                  (f) Reimbursement  Obligations of the Lenders. Upon receipt of
the notice  described in clause (e) above from the  Administrative  Agent,  each
Lender shall pay to the Administrative  Agent for the account of such L/C Issuer
its Pro Rata Share of such L/C Reimbursement  Obligation. By making such payment
(other  than  during  the  continuation  of an Event of  Default  under  Section
9.1(e)),  such  Lender  shall be  deemed to have  made a  Revolving  Loan to the
Borrower,  which, upon receipt thereof by such L/C Issuer, the Borrower shall be
deemed to have used in whole to repay  such L/C  Reimbursement  Obligation.  Any
such  payment  that is not deemed a Revolving  Loan shall be deemed a funding by
such  Lender of its  participation  in the  applicable  Letter of Credit and the
related L/C Obligations.  Such participation  shall not otherwise be required to
be  funded.  Upon  receipt  by any L/C  Issuer of any  payment  from any  Lender
pursuant to this clause (f) with respect to any portion of any L/C Reimbursement
Obligation,  such L/C Issuer shall promptly pay over to such Lender all payments
received after such payment by such L/C Issuer with respect to such portion.

                  (g) Obligations Absolute.  The obligations of the Borrower and
the  Lenders  pursuant  to clauses  (d),  (e) and (f) above  shall be  absolute,
unconditional  and  irrevocable  and performed  strictly in accordance  with the
terms  of  this   Agreement   irrespective   of  (i)  (A)  the   invalidity   or
unenforceability  of any term or provision in any Letter of Credit, any document
transferring  or  purporting  to transfer a Letter of Credit,  any Loan Document
(including the sufficiency of any such  instrument),  or any modification to any

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       34
<PAGE>


provision of any of the foregoing,  (B) any document presented under a Letter of
Credit being  forged,  fraudulent,  invalid,  insufficient  or inaccurate in any
respect or failing to comply  with the terms of such Letter of Credit or (C) any
loss or delay, including in the transmission of any document, (ii) the existence
of any setoff,  claim,  abatement,  recoupment,  defense or other right that any
Person  (including  any Group  Member) may have against the  beneficiary  of any
Letter of  Credit  or any other  Person,  whether  in  connection  with any Loan
Document or any other Contractual Obligation or transaction, or the existence of
any  other  withholding,  abatement  or  reduction,  (iii)  in the  case  of the
obligations of any Lender, (A) the failure of any condition  precedent set forth
in Section 3.2 to be satisfied (each of which  conditions  precedent the Lenders
hereby irrevocably waive) or (B) any adverse change in the condition  (financial
or  otherwise)  of any Loan Party and (iv) any other act or  omission  to act or
delay of any kind of any Secured Party or any other Person or any other event or
circumstance  whatsoever,  whether or not similar to any of the foregoing,  that
might,  but for the  provisions  of this  Section  2.4,  constitute  a legal  or
equitable discharge of any obligation of the Borrower or any Lender hereunder.

                  Section 2.5    Reduction and Termination of the Commitments.

                  (a)   Optional.   The  Borrower   may,   upon  notice  to  the
Administrative  Agent,  terminate  in whole at any time  and/or  reduce  in part
ratably,  from time to time,  any unused portion of the  Commitments;  provided,
however,  that each partial reduction shall be in an aggregate amount that is an
integral multiple of $1,000,000.

                  (b) Mandatory.  All outstanding Commitments shall terminate on
the Scheduled Maturity Date.

                  Section 2.6   Repayment  of Loans.  The  Borrower  promises to
repay the entire unpaid  principal  amount of the Revolving  Loans and the Swing
Loans on the Scheduled Maturity Date.

                  Section 2.7 Optional Prepayments.  The Borrower may prepay the
outstanding  principal  amount of any Loan in whole at any time  and/or in part,
from time to time,  without  premium or penalty  except that the  Borrower  will
remain  liable  for any  breakage  costs that may be owing  pursuant  to Section
2.16(a) after giving effect to such  prepayment;  provided,  however,  that each
partial  prepayment that is not of the entire  outstanding amount shall be in an
aggregate amount that is an integral multiple of $500,000.

                  Section 2.8 Mandatory Prepayments.

                  (a) Omitted.

                  (b) Omitted.

                  (c) Asset Sales and Property  Loss Events.  Upon receipt on or
after the Closing Date by any Loan Party or any of its  Subsidiaries of Net Cash
Proceeds  arising from (i) any Sale by any Group Member of any Revolving  Credit
Priority Collateral, to the extent that such Net Cash Proceeds exceed $1,000,000
in any Fiscal Year, other than Sales of property permitted hereunder in reliance
upon any of clauses  (a),  (c) or (d) of Section 8.4 or (ii) any  Property  Loss
Event with respect to any  Revolving  Credit  Priority  Collateral  of any Group
Member to the extent  resulting,  in the aggregate  with all other such Property
Loss  Events,  in the  receipt by any of them of Net Cash  Proceeds in excess of
$1,000,000,  the  Borrower  shall  immediately  pay or  cause  to be paid to the
Administrative  Agent  an  amount  equal  to  100% of such  Net  Cash  Proceeds;
provided,  however,  that, upon any such receipt, as long as no Event of Default
shall be continuing, any Group Member may make Permitted Reinvestments with such
Net Cash  Proceeds and the Borrower  shall not be required to make or cause such

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       35
<PAGE>


payment to the extent (x) such Net Cash Proceeds are intended to be used to make
Permitted  Reinvestments and (y) on each  Reinvestment  Prepayment Date for such
Net  Cash  Proceeds,  the  Borrower  shall  pay  or  cause  to be  paid  to  the
Administrative  Agent an  amount  equal to the  Reinvestment  Prepayment  Amount
applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds.

                  (d) Excess  Outstandings.  On any date on which the  aggregate
principal  amount  of  Revolving  Credit  Outstandings   exceeds  the  aggregate
Commitments  or  (except in the case of  permitted  Overadvances  under  Section
2.1(b) or any Permitted Special  Overadvance),  the Borrowing Base, the Borrower
shall pay to the  Administrative  Agent, in reduction of the principal amount of
the  Revolving  Loans,  an amount equal to such  excess.  To the extent that any
Revolving Loan or Swing Loan was made, or Letter of Credit was issued, in either
case,  in excess of  Borrowing  Availability  (and,  solely with  respect to the
Borrowing Base Availability  Limitation,  was not a permitted  Overadvance under
Section 2.1(b) or is not a Permitted  Special  Overadvance),  the Borrower shall
immediately pay to the Administrative Agent in reduction of the principal amount
of the Revolving Loans an amount equal to such excess.

                  (e)  Application  of  Payments.   Any  payments  made  to  the
Administrative  Agent  pursuant  to this  Section  2.8 shall be  applied  to the
Obligations in accordance with Section 2.12(b).

                  Section  2.9  Interest(a)  .  (a)  Rate.  All  Loans  and  the
outstanding  amount of all other  Obligations  (other  than  pursuant to Secured
Hedging  Agreements)  shall bear interest,  in the case of Loans,  on the unpaid
principal  amount  thereof from the date such Loans are made and, in the case of
such other Obligations, from the date such other Obligations are due and payable
until, in all cases,  paid in full,  except as otherwise  provided in clause (c)
below, as follows: (i) in the case of Base Rate Loans, at a rate per annum equal
to the sum of the Base Rate and the  Applicable  Margin,  each as in effect from
time to time,  (ii) in the case of  Eurodollar  Rate Loans,  at a rate per annum
equal to the sum of the Eurodollar  Rate and the Applicable  Margin,  each as in
effect  for the  applicable  Interest  Period,  and  (iii)  in the case of other
Obligations,  at a rate per  annum  equal  to the sum of the  Base  Rate and the
Applicable  Margin  for  Revolving  Loans that are Base Rate  Loans,  each as in
effect from time to time.

                  (b) Payments. Interest accrued shall be payable in arrears (i)
if accrued on the  principal  amount of any Loan,  (A) at  maturity  (whether by
acceleration or otherwise),  (B) (1) if such Loan is a Base Rate Loan (including
a Swing Loan), on the last day of each calendar quarter  commencing on the first
such day  following  the making of such Loan,  (2) if such Loan is a  Eurodollar
Rate Loan, on the last day of each Interest Period  applicable to such Loan and,
if applicable, on each date during such Interest Period occurring every 3 months
from the first day of such  Interest  Period  and (ii) if  accrued  on any other
Obligation, on demand from any after the time such Obligation is due and payable
(whether by acceleration or otherwise).

                  (c) Default  Interest.  Notwithstanding  the rates of interest
specified  in clause  (a) above or  elsewhere  in any Loan  Document,  effective
immediately  upon (A) the  occurrence  of any  Event of  Default  under  Section
9.1(a),  Section 9.1(d) or Section 9.1(e)(ii) or (B) the delivery of a notice by
the  Administrative  Agent or the Required  Lenders to the  Borrower  during the
continuance  of  any  other  Event  of  Default  pursuant  to  Sections  9.1(a),
9.1(c)(i),  9.1(d),  9.1(e)(i),  9.1(e)(iii) or 9.1(f) and, in each case, for as
long as such Event of Default shall be continuing,  the principal balance of all
Obligations  (including any  Obligation  that bears interest by reference to the
rate  applicable  to any  other  Obligation)  then due and  payable  shall  bear
interest  at a rate  that  is 2% per  annum  in  excess  of  the  interest  rate
applicable to such Obligations  from time to time,  payable on demand or, in the
absence of demand, on the date that would otherwise be applicable.

                  Section  2.10  Conversion  and  Continuation  Options(a) . (a)
Option.  The Borrower may elect (i) in the case of any Eurodollar Rate Loan, (A)
to continue such  Eurodollar  Rate Loan or any portion thereof for an additional

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       36
<PAGE>


Interest  Period on the last day of the Interest Period  applicable  thereto and
(B) to convert such Eurodollar Rate Loan or any portion thereof into a Base Rate
Loan at any time on any  Business  Day,  subject to the payment of any  breakage
costs  required  by  Section  2.16(a),  and (ii) in the case of Base Rate  Loans
(other than Swing Loans), to convert such Base Rate Loans or any portion thereof
into Eurodollar Rate Loans at any time on any Business Day upon 3 Business Days'
prior  notice;  provided,  however,  that,  (x) for each  Interest  Period,  the
aggregate amount of Eurodollar Rate Loans having such Interest Period must be an
integral  multiple of  $1,000,000  and (y) no  conversion in whole or in part of
Base Rate Loans to Eurodollar Rate Loans and no continuation in whole or in part
of Eurodollar Rate Loans shall be permitted at any time at which (1) an Event of
Default shall be continuing and the Administrative Agent or the Required Lenders
shall have determined in their sole discretion not to permit such conversions or
continuations  or (2) such  continuation  or  conversion  would be made during a
suspension imposed by Section 2.15.

                  (b) Procedure.  Each such election shall be made by giving the
Administrative Agent at least 3 Business Days' prior notice in substantially the
form of Exhibit F (a "Notice of Conversion or Continuation") duly completed. The
Administrative  Agent  shall  promptly  notify  each  Lender of its receipt of a
Notice of Conversion or Continuation and of the options selected therein. If the
Administrative  Agent  does  not  receive  a  timely  Notice  of  Conversion  or
Continuation  from the Borrower  containing a permitted  election to continue or
convert any Eurodollar  Rate Loan,  then,  upon the expiration of the applicable
Interest Period, such Loan shall be automatically converted to a Base Rate Loan.
Each partial  conversion or  continuation  shall be allocated  ratably among the
Lenders in accordance with their Pro Rata Share.

                  Section 2.11 Fees(a) . (a) Unused Commitment Fee. The Borrower
agrees to pay to each  Lender a  commitment  fee on the actual  daily  amount by
which the Commitment of such Lender exceeds its Pro Rata Share of the sum of (i)
the  aggregate  outstanding  principal  amount of  Revolving  Loans and (ii) the
outstanding amount of the L/C Obligations for all Letters of Credit (the "Unused
Commitment Fee") from the date hereof through the Termination Date at a rate per
annum equal to 0.375%,  payable in arrears (x) on the last day of each  calendar
quarter and (y) on the Termination Date.

                  (b) Letter of Credit Fees.  The Borrower  agrees to pay,  with
respect  to all  Letters  of Credit  issued by any L/C  Issuer,  (i) to such L/C
Issuer,  certain fees,  documentary and processing  charges as separately agreed
between the Borrower and such L/C Issuer or  otherwise in  accordance  with such
L/C Issuer's  standard  schedule in effect at the time of determination  thereof
and (ii) to the  Administrative  Agent, for the benefit of the Lenders according
to their  Pro Rata  Shares,  a fee  accruing  at a rate per  annum  equal to the
Applicable  Margin for  Revolving  Loans that are  Eurodollar  Rate Loans on the
maximum undrawn face amount of such Letters of Credit, payable in arrears (A) on
the last day of each calendar quarter,  ending after the issuance of such Letter
of Credit  and (B) on the  Termination  Date;  provided,  however,  that the fee
payable  under this clause (ii) shall be  increased by 2% per annum and shall be
payable, in addition to being payable on any date it is otherwise required to be
paid hereunder,  on demand effective  immediately upon (x) the occurrence of any
Event of Default under Section 9.1(a),  Section 9.1(d) or Section  9.1(e)(ii) or
(y) the delivery of a notice by the Administrative Agent or the Required Lenders
to the Borrower during the continuance of any other Event of Default pursuant to
Sections 9.1(a),  9.1(c)(i),  9.1(d),  9.1(e)(i),  9.1(e)(iii) or 9.1(f) and, in
each case, for as long as such Event of Default shall be continuing.

                  (c)   Additional   Fees.   The  Borrower   shall  pay  to  the
Administrative  Agent and its Related  Persons its reasonable and customary fees
and expenses in connection  with any payments  made pursuant to Section  2.16(a)
(Breakage  Costs) and has agreed to pay the additional fees described in the Fee
Letter.

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       37
<PAGE>


                  Section 2.12  Application of  Payments(a).  (a) Application of
Voluntary  Prepayments.  Unless  otherwise  provided  in  this  Section  2.12 or
elsewhere in any Loan Document,  all payments and any other amounts  received by
the  Administrative  Agent  from or for the  benefit  of the  Borrower  shall be
applied to repay the Obligations the Borrower designates.

                  (b)  Application  of  Mandatory  Prepayments.  Subject  to the
provisions  of clause (c) below  with  respect to the  application  of  payments
during the continuance of an Event of Default,  any payment made by the Borrower
to the  Administrative  Agent pursuant to Section 2.8 or any other prepayment of
the  Obligations  required to be applied in accordance  with this clause (b) and
any prepayments that are required by Section 2.1(c),  shall be applied first, to
repay the  outstanding  principal  balance of the Revolving  Loans and the Swing
Loans, to be applied first to reduce the Special Overadvances, and then to other
Revolving  Loans and Swing  Loans,  second,  to provide cash  collateral  to the
extent  and in the  manner in  Section  9.3;  and,  then,  except to the  extent
required to pay other Indebtedness of the Borrower, any excess shall be retained
by the Borrower.

                  (c)  Application of Payments  During an Event of Default.  The
Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each
other  Group  Member to waive,  the right to direct the  application  during the
continuance  of an Event of  Default of any and all  payments  in respect of any
Obligation and any proceeds of Collateral and agrees that,  notwithstanding  the
provisions of clause (a) above, the  Administrative  Agent may, and, upon either
(A)  the  direction  of the  Required  Lenders  or (B)  the  termination  of any
Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall,
apply all  payments  in respect of any  Obligation,  all funds on deposit in any
Cash  Collateral  Account and all other proceeds of Collateral (i) first, to pay
Obligations  in  respect  of  any  cost  or  expense  reimbursements,   fees  or
indemnities  then  due  to  the  Administrative   Agent,  (ii)  second,  to  pay
Obligations  in  respect  of  any  cost  or  expense  reimbursements,   fees  or
indemnities  then due to the Lenders and the L/C Issuers,  (iii)  third,  to pay
interest  then due and  payable in  respect  of the Loans and L/C  Reimbursement
Obligations,  (iv) fourth,  to repay the  outstanding  principal  amounts of the
Loans and L/C Reimbursement Obligations,  to provide cash collateral for Letters
of Credit in the  manner  and to the extent  described  in  Section  9.3 and (v)
fifth, to the ratable payment of all other Obligations.

                  (d) Application of Payments Generally. All payments that would
otherwise  be  allocated  to the  Lenders  pursuant to this  Section  2.12 shall
instead be allocated  first,  to repay  interest on Swing Loans  (including  any
Swing Loan that  constitutes all or a portion of the Special  Overadvances),  on
any  portion  of the  Revolving  Loans  that the  Administrative  Agent may have
advanced on behalf of any  Lender,  on any  Overadvance  (other than the Special
Overadvances) or any L/C  Reimbursement  Obligation,  in each case for which the
Administrative  Agent or, as the case may be,  the L/C  Issuer has not then been
reimbursed  by such  Lender  or the  Borrower,  second  to pay  the  outstanding
principal amount of the foregoing  obligations and third, to repay the Revolving
Loans,  to be applied to the  Special  Overadvances  before any other  Revolving
Loans.  All repayments of any Revolving  Loans shall be applied first,  to repay
such  Loans  outstanding  as Base  Rate  Loans  and then,  to repay  such  Loans
outstanding as Eurodollar  Rate Loans,  with those  Eurodollar Rate Loans having
earlier  expiring  Interest  Periods  being  repaid  prior to those having later
expiring  Interest  Periods;  provided  that,  unless  otherwise  elected by the
Borrower,  the  Borrowing of  Revolving  Loans on the Closing Date in the amount
identified by the Borrower in its initial  Notice of Borrowing and classified by
the Borrower as "Refinancing  Indebtedness"  under the Senior Subordinated Notes
Indenture shall be paid after all other Revolving  Loans. If sufficient  amounts
are not available to repay all outstanding Obligations described in any priority
level set forth in this Section 2.12,  the  available  amounts shall be applied,
unless otherwise  expressly  specified herein, to such Obligations ratably based
on the  proportion of the Secured  Parties'  interest in such  Obligations.  Any
priority  level set forth in this  Section  2.12 that  includes  interest  shall
include  all such  interest,  whether  or not  accruing  after the filing of any

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

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petition in bankruptcy or the commencement of any insolvency,  reorganization or
similar proceeding,  and whether or not a claim for post-filing or post-petition
interest is allowed in any such proceeding.

                  Section 2.13 Payments and Computations(a) . (a) Procedure. The
Borrower  shall make each  payment  under any Loan  Document not later than 2:00
p.m.  (New York  time) on the day when due to the  Administrative  Agent by wire
transfer to the  following  account  (or at such other  account or by such other
means to such other address as the Administrative  Agent shall have notified the
Borrower  in  writing  within  a  reasonable  time  prior  to such  payment)  in
immediately available Dollars and without setoff or counterclaim:

                ABA No. 021-001-033
                Account Number 502-797-91
                Deutsche Bank Trust Company Americas, New York, New York
                Account Name:  GECC/CAF Depository,
                Reference:  CFN 8845 - GE Capital Re Dayton Superior Corporation

The  Administrative  Agent shall  promptly  thereafter  cause to be  distributed
immediately  available  funds relating to the payment of principal,  interest or
fees to the Lenders, in accordance with the application of payments set forth in
Section  2.12.  The Lenders  shall make any payment  under any Loan  Document in
immediately  available  Dollars and without setoff or counterclaim.  Each Lender
shall make each  payment for the account of any L/C Issuer or  Swingline  Lender
required  pursuant to Section  2.3 or 2.4 prior to 3:00 p.m.  (New York time) on
the  Business  Day  immediately  succeeding  the Business Day on which demand or
notice, as applicable,  has been given to such Lender.  Payments received by the
Administrative  Agent  after  3:00 p.m.  (New York  time)  shall be deemed to be
received on the next Business Day.

                  (b)  Computations  of Interests and Fees. All  computations of
interest and of fees shall be made by the Administrative Agent on the basis of a
year of 360 days (or,  in the case of Base Rate  Loans  whose  interest  rate is
calculated  based on the rate set forth in clause (a) of the definition of "Base
Rate",  365/366 days), in each case for the actual number of days (including the
first day but  excluding  the last day)  occurring  in the period for which such
interest and fees are payable.  Each  determination  of an interest  rate or the
amount of a fee hereunder shall be made by the  Administrative  Agent (including
determinations  of a  Eurodollar  Rate  or  Base  Rate in  accordance  with  the
definitions of  "Eurodollar  Rate" and "Base Rate",  respectively)  and shall be
conclusive, binding and final for all purposes, absent manifest error.

                  (c) Payment  Dates.  Whenever any payment  hereunder  shall be
stated  to be due on a day  other  than a  Business  Day,  the due date for such
payment  shall be  extended  to the next  succeeding  Business  Day  without any
increase in such payment as a result of additional  interest or fees;  provided,
however, that such interest and fees shall continue accruing as a result of such
extension of time.

                  (d) Advancing Payments.  Unless the Administrative Agent shall
have received notice from the Borrower to the Lenders prior to the date on which
any payment is due  hereunder  that the  Borrower  will not make such payment in
full,  the  Administrative  Agent may  assume  that the  Borrower  has made such
payment in full to the Administrative  Agent on such date and the Administrative
Agent may, in reliance upon such  assumption,  cause to be  distributed  to each
Lender on such due date an amount equal to the amount then due such  Lender.  If
and to the extent that the Borrower  shall not have made such payment in full to
the Administrative Agent, each Lender shall repay to the Administrative Agent on
demand such amount distributed to such Lender together with interest thereon (at
the Federal Funds Rate for the first  Business Day and  thereafter,  at the rate
applicable  to Base  Rate  Loans)  for each day from  the date  such  amount  is
distributed  to such Lender until the date such Lender repays such amount to the
Administrative Agent.

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

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Section  2.14  Evidence of Debt(a) . (a) Records of Lenders.  Each Lender  shall
maintain in accordance with its usual practice accounts evidencing  Indebtedness
of the Borrower to such Lender resulting from each Loan of such Lender from time
to time,  including  the amounts of principal  and interest  payable and paid to
such Lender from time to time under this  Agreement.  In  addition,  each Lender
having sold a participation  in any of its  Obligations or having  identified an
SPV as such to the Administrative  Agent, acting as agent of the Borrower solely
for this purpose and solely for tax  purposes,  shall  establish and maintain at
its  address  referred  to in Section  11.11 (or at such  other  address as such
Lender shall notify the  Borrower) a record of  ownership,  in which such Lender
shall  register by book entry (A) the name and address of each such  participant
and SPV (and each change  thereto,  whether by assignment or otherwise)  and (B)
the  rights,  interest or  obligation  of each such  participant  and SPV in any
Obligation, in any Commitment and in any right to receive any payment hereunder.

                  (b) Records of Administrative Agent. The Administrative Agent,
acting as agent of the Borrower  solely for tax purposes and solely with respect
to the actions  described in this Section 2.14,  shall establish and maintain at
its  address  referred  to in  Section  11.11 (or at such  other  address as the
Administrative  Agent may notify the  Borrower)  (A) a record of ownership  (the
"Register") in which the  Administrative  Agent agrees to register by book entry
the  interests  (including  any  rights to  receive  payment  hereunder)  of the
Administrative  Agent,  each Lender and each L/C Issuer in the Revolving  Credit
Outstandings,  each of their  obligations under this Agreement to participate in
each Loan, Letter of Credit and L/C Reimbursement Obligation, and any assignment
of any such  interest,  obligation  or right and (B) accounts in the Register in
accordance  with its usual  practice in which it shall  record (1) the names and
addresses of the Lenders and the L/C Issuers (and each change  thereto  pursuant
to Section 2.18  (Substitution  of Lenders) and Section  11.2  (Assignments  and
Participations;  Binding Effect)),  (2) the Commitments of each Lender,  (3) the
amount of each Loan and each  funding of any  participation  described in clause
(A) above,  for Eurodollar Rate Loans, the Interest Period  applicable  thereto,
(4) the amount of any  principal  or interest  due and payable or paid,  (5) the
amount of the L/C Reimbursement  Obligations due and payable or paid and (6) any
other  payment  received by the  Administrative  Agent from the Borrower and its
application to the Obligations.

                  (c) Registered  Obligations.  Notwithstanding  anything to the
contrary contained in this Agreement,  the Loans (including any Notes evidencing
such Loans and, in the case of Revolving Loans, the corresponding obligations to
participate  in L/C  Obligations  and  Swing  Loans)  and the L/C  Reimbursement
Obligations  are registered  obligations,  the right,  title and interest of the
Lenders  and the L/C  Issuers  and their  assignees  in and to such Loans or L/C
Reimbursement  Obligations,  as the case may be, shall be transferable only upon
notation of such  transfer in the Register and no  assignment  thereof  shall be
effective  until recorded  therein.  This Section 2.14 and Section 11.2 shall be
construed so that the Loans and L/C  Reimbursement  Obligations are at all times
maintained in "registered form" within the meaning of Sections 163(f), 871(h)(2)
and  881(c)(2)  of the  Code and any  related  regulations  (and  any  successor
provisions).

                  (d) Prima Facie Evidence. The entries made in the Register and
in the accounts  maintained  pursuant to clauses (a) and (b) above shall, to the
extent  permitted by applicable  Requirements of Law, be prima facie evidence of
the  existence  and  amounts  of the  obligations  recorded  therein;  provided,
however,  that no error in such  account  and no  failure  of any  Lender or the
Administrative  Agent to maintain any such account shall affect the  obligations
of any  Loan  Party to repay  the  Loans in  accordance  with  their  terms.  In
addition,  the Loan Parties,  the Administrative  Agent, the Lenders and the L/C
Issuers  shall  treat each Person  whose name is  recorded in the  Register as a
Lender  or L/C  Issuer,  as  applicable,  for all  purposes  of this  Agreement.
Information  contained  in the  Register  with  respect to any Lender or any L/C
Issuer shall be available for access by the Borrower,  the Administrative Agent,
such Lender or such L/C Issuer at any reasonable time and from time to time upon
reasonable prior notice.  No Lender or L/C Issuer shall, in such capacity,  have
access to or be otherwise  permitted to review any  information  in the Register

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

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<PAGE>


other  than  information  with  respect  to such  Lender  or L/C  Issuer  unless
otherwise agreed by the Administrative Agent.

                  (e) Notes.  Upon any  Lender's  request,  the  Borrower  shall
promptly  execute and deliver Notes to such Lender  evidencing the Loans of such
Lender and substantially in the form of Exhibit B; provided,  however, that only
one Note  shall be issued  to each  Lender,  except  (i) to an  existing  Lender
exchanging  existing Notes to reflect  changes in the Register  relating to such
Lender,  in which case the new Notes delivered to such Lender shall be dated the
date of the  original  Notes  and  (ii)  in the  case of  loss,  destruction  or
mutilation of existing  Notes and similar  circumstances.  Each Note, if issued,
shall only be issued as means to  evidence  the right,  title or  interest  of a
Lender or a registered  assignee in and to the related Loan, as set forth in the
Register,  and in no event shall any Note be  considered a bearer  instrument or
obligation.

                  Section   2.15   Suspension   of   Eurodollar   Rate   Option.
Notwithstanding  any provision to the contrary in this Article II, the following
shall apply:

                  (a) Interest Rate  Unascertainable,  Inadequate or Unfair.  In
the event that (A) the  Administrative  Agent  determines that adequate and fair
means do not exist for ascertaining  the applicable  interest rates by reference
to which the  Eurodollar  Rate is determined or (B) the Required  Lenders notify
the  Administrative  Agent that the Eurodollar Rate for any Interest Period will
not  adequately  reflect the cost to the Lenders of making or  maintaining  such
Loans for such  Interest  Period,  the  Administrative  Agent shall  promptly so
notify the Borrower and the Lenders,  whereupon the obligation of each Lender to
make or to  continue  Eurodollar  Rate Loans shall be  suspended  as provided in
clause (c) below until the  Administrative  Agent shall notify the Borrower that
the  Required  Lenders  have  determined  that the  circumstances  causing  such
suspension no longer exist.

                  (b) Illegality. If any Lender determines that the introduction
of, or any change in or in the  interpretation  of, any Requirement of Law after
the date of this Agreement shall make it unlawful, or any Governmental Authority
shall  assert  that it is  unlawful,  for any Lender or its  applicable  lending
office  to make  Eurodollar  Rate  Loans  or to  continue  to  fund or  maintain
Eurodollar  Rate Loans,  then,  on notice  thereof  and demand  therefor by such
Lender to the Borrower through the Administrative  Agent, the obligation of such
Lender to make or to  continue  Eurodollar  Rate  Loans  shall be  suspended  as
provided in clause (c) below until such Lender shall, through the Administrative
Agent,  notify the Borrower  that it has  determined  that it may lawfully  make
Eurodollar Rate Loans.

                  (c) Effect of  Suspension.  If the obligation of any Lender to
make or to continue  Eurodollar  Rate Loans is suspended,  (A) the obligation of
such  Lender to  convert  Base Rate Loans into  Eurodollar  Rate Loans  shall be
suspended,  (B) such Lender  shall make a Base Rate Loan at any time such Lender
would  otherwise be obligated to make a Eurodollar  Rate Loan,  (C) the Borrower
may  revoke  any  pending  Notice  of  Borrowing  or  Notice  of  Conversion  or
Continuation to make or continue any Eurodollar Rate Loan or to convert any Base
Rate Loan into a Eurodollar  Rate Loan and (D) each Eurodollar Rate Loan of such
Lender shall  automatically  and immediately  (or, in the case of any suspension
pursuant  to clause (a) above,  on the last day of the current  Interest  Period
thereof) be converted into a Base Rate Loan.

                  Section  2.16  Breakage  Costs;   Increased   Costs;   Capital
Requirements(a) . (a) Breakage Costs. The Borrower shall compensate each Lender,
upon demand from such Lender to the  Borrower  (with copy to the  Administrative
Agent), for all Liabilities  (including,  in each case, those incurred by reason
of the  liquidation or  reemployment of deposits or other funds acquired by such
Lender to prepare to fund, to fund or to maintain the  Eurodollar  Rate Loans of
such Lender to the Borrower but excluding any loss of the  Applicable  Margin on
the relevant Loans) that such Lender may incur (A) to the extent, for any reason

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       41
<PAGE>


other  than  solely by reason  of such  Lender  being a  Non-Funding  Lender,  a
proposed  Borrowing,  conversion  into or  continuation of Eurodollar Rate Loans
does not occur on a date specified therefor in a Notice of Borrowing or a Notice
of Conversion or  Continuation  or in a similar request made by telephone by the
Borrower,  (B) to the extent any Eurodollar Rate Loan is paid (whether through a
scheduled,  optional or mandatory  prepayment)  or converted to a Base Rate Loan
(including  because of  Section  2.15) on a date that is not the last day of the
applicable  Interest  Period  or (C) as a  consequence  of  any  failure  by the
Borrower to repay  Eurodollar Rate Loans when required by the terms hereof.  For
purposes  of this clause  (a),  each Lender  shall be deemed to have funded each
Eurodollar  Rate Loan made by it using a matching  deposit or other borrowing in
the London interbank market.

                  (b) Increased  Costs.  If at any time any Lender or L/C Issuer
determines that, after the date hereof,  the adoption of, or any change in or in
the  interpretation,  application or administration  of, or compliance with, any
Requirement of Law (other than any imposition or increase of Eurodollar  Reserve
Requirements)  from any  Governmental  Authority  shall  have the  effect of (i)
increasing  the cost to such  Lender  of  making,  funding  or  maintaining  any
Eurodollar  Rate Loan or to agree to do so or of  participating,  or agreeing to
participate,  in  extensions  of credit,  (ii)  increasing  the cost to such L/C
Issuer of Issuing or maintaining any Letter of Credit or of agreeing to do so or
(iii)  imposing  any other  cost to such  Lender or L/C Issuer  with  respect to
compliance  with its obligations  under any Loan Document,  then, upon demand by
such Lender or L/C Issuer (with copy to the Administrative  Agent), the Borrower
shall pay to the  Administrative  Agent for the  account  of such  Lender or L/C
Issuer  amounts  sufficient  to  compensate  such  Lender or L/C Issuer for such
increased cost; provided,  however, that this Section 2.16(b) shall not apply to
any  increase in or  imposition  of any taxes which shall be governed by Section
2.17.

                  (c) Increased Capital Requirements.  If at any time any Lender
or L/C Issuer  determines that,  after the date hereof,  the adoption of, or any
change  in or in  the  interpretation,  application  or  administration  of,  or
compliance  with, any  Requirement of Law (other than any imposition or increase
of Eurodollar Reserve  Requirements) from any Governmental  Authority  regarding
capital  adequacy,  reserves,  special  deposits,  compulsory  loans,  insurance
charges against  property of,  deposits with or for the account of,  Obligations
owing to, or other  credit  extended  or  participated  in by, any Lender or L/C
Issuer or any similar  requirement  (in each case other than any  imposition  or
increase of Eurodollar Reserve  Requirements)  shall have the effect of reducing
the rate of  return  on the  capital  of such  Lender's  or L/C  Issuer  (or any
corporation  controlling  such  Lender or L/C  Issuer) as a  consequence  of its
obligations  under or with respect to any Loan Document or Letter of Credit to a
level below that which,  taking into  account the capital  adequacy  policies of
such Lender,  L/C Issuer or corporation,  such Lender, L/C Issuer or corporation
could have achieved but for such adoption or change, then, upon demand from time
to  time by such  Lender  or L/C  Issuer  (with  a copy  of such  demand  to the
Administrative  Agent), the Borrower shall pay to the  Administrative  Agent for
the account of such Lender amounts sufficient to compensate such Lender for such
reduction.

                  (d)  Compensation  Certificate.  Each demand for  compensation
under this Section 2.16 shall be  accompanied  by a certificate of the Lender or
L/C Issuer  claiming  such  compensation,  setting  forth the amounts to be paid
hereunder,  which  certificate  shall be  conclusive,  binding and final for all
purposes,  absent manifest error. In determining such amount, such Lender or L/C
Issuer may use any reasonable averaging and attribution methods.

                  Section 2.17  Taxes(a) . (a) Payments Free and Clear of Taxes.
Except as  otherwise  provided in this  Section  2.17,  each payment by any Loan
Party  under  any Loan  Document  shall be made  free and  clear of and  without
deduction for all present or future taxes, levies, imposts, deductions,  charges
or withholdings and all liabilities with respect thereto (and without  deduction
for any of them)  (collectively,  the "Taxes") other than for (i) taxes measured
by net income  (including  branch profits taxes) and franchise  taxes imposed in

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       42
<PAGE>


lieu of net income taxes,  in each case imposed on any Secured Party as a result
of  a  present  or  former  connection   between  such  Secured  Party  and  the
jurisdiction of the  Governmental  Authority  imposing such tax or any political
subdivision or taxing  authority  thereof or therein (other than such connection
arising  solely from any Secured Party having  executed,  delivered or performed
its obligations or received a payment under, or enforced,  any Loan Document) or
(ii) taxes that are directly attributable to the failure (other than as a result
of a change in any  Requirement  of Law) by any  Secured  Party to  deliver  the
documentation  required to be  delivered  pursuant to clause (f) below (all such
non-excluded taxes, "Non-Excluded Taxes").

                  (b)  Gross-Up.  If any Taxes  shall be  required  by law to be
deducted from or in respect of any amount payable under any Loan Document (other
than any Secured  Hedging  Agreement)  to any  Secured  Party (i) in the case of
Non-Excluded  Taxes, such amount shall be increased as necessary to ensure that,
after  all  required  deductions  for  Non-Excluded  Taxes  are made  (including
deductions of Non-Excluded Taxes applicable to any increases to any amount under
this  Section  2.17),  such  Secured  Party  receives  the  amount it would have
received had no such  deductions  been made,  (ii) the relevant Loan Party shall
make  deductions  for all relevant  Taxes,  (iii) the relevant  Loan Party shall
timely pay the full amount  deducted to the relevant  taxing  authority or other
authority in accordance with  applicable  Requirements of Law and (iv) within 30
days after such payment is made,  the relevant  Loan Party shall  deliver to the
Administrative  Agent an original or certified copy of a receipt evidencing such
payment or, if a receipt is not available,  other evidence of payment reasonably
satisfactory  to the  Administrative  Agent in the  Administrative  Agent's sole
discretion;  provided, however, that no such increase shall be made with respect
to, and no Loan Party shall be  required to  indemnify  any such  Secured  Party
pursuant  to clause (d) below  for,  withholding  taxes to the  extent  that the
obligation  to  withhold  amounts  existed on the date that such  Secured  Party
became a "Secured  Party" under this  Agreement in the capacity under which such
Secured  Party makes a claim  under this clause (b),  except in each case to the
extent such Secured Party is a direct or indirect  assignee (other than pursuant
to Section 2.18  (Substitution  of Lenders)) of any other Secured Party that was
entitled,  at the  time  the  assignment  of such  other  Secured  Party  became
effective, to receive additional amounts under this clause (b).

                  (c) Other Taxes. In addition,  the Borrower agrees to pay, and
authorizes the Administrative Agent to pay in its name, any stamp,  documentary,
excise or property  tax,  charges or similar  levies  imposed by any  applicable
Requirement of Law or Governmental  Authority and all  Liabilities  with respect
thereto  (including  by reason of any delay in  payment  thereof),  in each case
arising from the  execution,  delivery or  registration  of, or  otherwise  with
respect  to,  any  Loan  Document  or  any  transaction   contemplated   therein
(collectively,  "Other Taxes").  The Swingline  Lender may, without any need for
notice,  demand or consent from the Borrower,  by making funds  available to the
Administrative Agent in the amount equal to any such payment,  make a Swing Loan
to the  Borrower  in such  amount,  the  proceeds  of which shall be used by the
Administrative  Agent in whole to make such  payment.  Within 30 days  after the
date of any payment of Taxes or Other  Taxes by any Loan Party  pursuant to this
Section 2.17, the Borrower  shall furnish to the  Administrative  Agent,  at its
address  referred to in Section  11.11,  the  original or a certified  copy of a
receipt  evidencing  payment  thereof or, if a receipt is not  available,  other
evidence of payment  reasonably  acceptable to the  Administrative  Agent in the
Administrative Agent's sole discretion.

                  (d)   Indemnification.   The  Borrower  shall   reimburse  and
indemnify,  within 30 days after  receipt of demand  therefor  (with copy to the
Administrative  Agent),  each Secured Party for all Non-Excluded Taxes and Other
Taxes  (including  any such  Non-Excluded  Taxes and Other Taxes  imposed by any
jurisdiction  on amounts  payable  under this Section 2.17) paid by such Secured
Party and any Liabilities  arising therefrom or with respect thereto (other than
any taxes  referred to in clauses (i) and (ii) of Section  2.17(a)),  whether or
not such Non-Excluded Taxes or Other Taxes were correctly or legally asserted. A
certificate  of the Secured Party (or of the  Administrative  Agent on behalf of

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       43
<PAGE>


such Secured Party)  claiming any  compensation  under this clause (d),  setting
forth a calculation  of the amounts to be paid  thereunder  and delivered to the
Borrower with a copy to the Administrative  Agent, shall be conclusive,  binding
and final for all purposes, absent manifest error.

                  (e)  Mitigation.  Any Lender  claiming any additional  amounts
payable  pursuant  to  this  Section  2.17  shall  use  its  reasonable  efforts
(consistent  with its internal  policies and  Requirements of Law) to change the
jurisdiction  of its  lending  office  if such a change  would  reduce  any such
additional  amounts (or any similar amount that may thereafter accrue) and would
not, in the sole  determination of such Lender, be otherwise  disadvantageous to
such Lender.

                  (f) Tax Forms. (i) Each Non-U.S.  Lender Party that, at any of
the following times, is entitled to an exemption from United States  withholding
tax or is subject to such  withholding tax at a reduced rate under an applicable
tax treaty, shall (w) on or prior to the date such Non-U.S. Lender Party becomes
a "Non-U.S.  Lender Party"  hereunder,  (x) on or prior to the date on which any
such form or certification expires or becomes obsolete, (y) after the occurrence
of any  event  requiring  a change  in the  most  recent  form or  certification
previously delivered by it pursuant to this clause (i) and (z) from time to time
if requested by the Borrower or the  Administrative  Agent (or, in the case of a
participant or SPV, the relevant Lender),  provide the Administrative  Agent and
the Borrower (or, in the case of a participant or SPV, the relevant Lender) with
two properly completed and duly executed originals of each of the following,  as
applicable:  (A) Forms W-8ECI  (claiming  exemption  from U.S.  withholding  tax
because the income is  effectively  connected  with a U.S.  trade or  business),
W-8BEN (claiming  exemption from, or a reduction of, U.S.  withholding tax under
an income tax treaty)  and/or W-8IMY  (together  with any required  accompanying
forms)  or any  successor  forms,  (B) in the case of a  Non-U.S.  Lender  Party
claiming  exemption  under  Sections  871(h) or 881(c) of the Code,  Form W-8BEN
(claiming  exemption  from U.S.  withholding  tax under the  portfolio  interest
exemption)  or any  successor  form  and a  certificate  in form  and  substance
acceptable to the  Administrative  Agent that such Non-U.S.  Lender Party is not
(1) a "bank" within the meaning of Section  881(c)(3)(A)  of the Code, (2) a "10
percent  shareholder" of the Borrower within the meaning of Section 881(c)(3)(B)
of the Code or (3) a  "controlled  foreign  corporation"  described  in  Section
881(c)(3)(C) of the Code or (C) any other applicable  document prescribed by the
IRS  certifying  as to the  entitlement  of such  Non-U.S.  Lender Party to such
exemption from United States withholding tax or reduced rate with respect to all
payments to be made to such  Non-U.S.  Lender  Party  under the Loan  Documents.
Unless the Borrower and the  Administrative  Agent have received  forms or other
documents  satisfactory to them indicating that payments under any Loan Document
to or for a Non-U.S.  Lender Party are not subject to United States  withholding
tax,  the Loan  Parties  and the  Administrative  Agent shall  withhold  amounts
required to be withheld by applicable  Requirements of Law from such payments at
the  applicable  statutory  rate or at a reduced  rate under an  applicable  tax
treaty.

                    (i) Each U.S. Lender Party shall (A) on or prior to the date
               such U.S. Lender Party becomes a "U.S.  Lender Party"  hereunder,
               (B)  on  or  prior  to  the  date  on  which  any  such  form  or
               certification   expires  or  becomes  obsolete,   (C)  after  the
               occurrence  of any event  requiring  a change in the most  recent
               form or certification previously delivered by it pursuant to this
               clause (f) and (D) from time to time if requested by the Borrower
               or the Administrative  Agent (or, in the case of a participant or
               SPV, the relevant Lender),  provide the Administrative  Agent and
               the  Borrower  (or,  in the  case of a  participant  or SPV,  the
               relevant  Lender) with two properly  completed  and duly executed
               originals of Form W-9 (certifying  that such U.S. Lender Party is
               entitled to an exemption from U.S. backup withholding tax) or any
               successor form.

                    (ii) Each Lender having sold a  participation  in any of its
               Obligations  or identified  an SPV as such to the  Administrative
               Agent shall  collect from such  participant  or SPV the documents

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

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               described  in this  clause (f) and provide  them,  along with two
               properly  completed and duly executed originals of Form W-8IMY to
               the Administrative Agent.


                  Section 2.18  Substitution  of  Lenders(a).  (a)  Substitution
Right.  In  the  event  that  any  Lender  that  is  not  an  Affiliate  of  the
Administrative Agent (an "Affected Lender"),  (i) makes a claim under clause (b)
(Increased Costs) or (c) (Increased Capital  Requirements) of Section 2.16, (ii)
notifies the Borrower  pursuant to Section 2.15(b)  (Illegality) that it becomes
illegal for such Lender to  continue to fund or make any  Eurodollar  Rate Loan,
(iii) makes a claim for payment pursuant to Section 2.17(b) or (d) (Taxes), (iv)
becomes a Non-Funding Lender or (v) does not consent to any amendment, waiver or
consent to any Loan  Document for which the consent of the  Required  Lenders is
obtained but that requires the consent of other Lenders, the Borrower may either
pay in full such Affected Lender with respect to amounts due with the consent of
the  Administrative  Agent or substitute for such Affected  Lender any Lender or
any  Affiliate  or Approved  Fund of any Lender or any other  Person  acceptable
(which  acceptance  shall  not  be  unreasonably  withheld  or  delayed)  to the
Administrative Agent (in each case, a "Substitute Lender").

                  (b) Procedure.  To substitute  such Affected  Lender or pay in
full the Obligations owed to such Affected Lender,  the Borrower shall deliver a
notice to the  Administrative  Agent and such Affected Lender. The effectiveness
of such  payment  or  substitution  shall  be  subject  to the  delivery  to the
Administrative  Agent by the Borrower (or, as may be applicable in the case of a
substitution,  by the Substitute  Lender) of (i) payment for the account of such
Affected  Lender,  of, to the extent accrued  through,  and  outstanding on, the
effective date for such payment or substitution,  all Obligations  owing to such
Affected  Lender  (including  those that will be owed because of such  payment),
(ii) in the case of a payment in full of the Obligations  owing to such Affected
Lender,  payment of any amount that,  after giving effect to the  termination of
the  Commitment  of such  Affected  Lender,  is required to be paid  pursuant to
Section 2.8(d) (Excess  Outstandings)  and (iii) in the case of a  substitution,
(A)  payment  of the  assignment  fee set forth in  Section  11.2(c)  and (B) an
assumption  agreement  in form  and  substance  reasonably  satisfactory  to the
Administrative  Agent whereby the Substitute  Lender shall,  among other things,
agree to be bound by the terms of the Loan  Documents and assume the  Commitment
of the Affected Lender.

                  (c)  Effectiveness.  Upon  satisfaction  of the conditions set
forth  in  clause  (b)  above,  the  Administrative   Agent  shall  record  such
substitution  or  payment  in the  Register,  whereupon  (i) in the  case of any
payment in full, such Affected Lender's Commitments shall be terminated and (ii)
in the case of any  substitution,  (A) the  Affected  Lender  shall  sell and be
relieved of, and the Substitute Lender shall purchase and assume, all rights and
claims  of such  Affected  Lender  under  the Loan  Documents,  except  that the
Affected Lender shall retain such rights  expressly  providing that they survive
the repayment of the Obligations and the termination of the Commitments, (B) the
Substitute  Lender shall become a "Lender"  hereunder having a Commitment in the
amount of such Affected  Lender's  Commitment and (C) the Affected  Lender shall
execute and deliver to the  Administrative  Agent an Assignment to evidence such
substitution and deliver any Note in its possession; provided, however, that the
failure of any  Affected  Lender to execute any such  Assignment  or deliver any
such  Note  shall  not  render  such  sale and  purchase  (or the  corresponding
assignment) invalid.

                  Section 2.19 Eligible  Accounts.  All of the Accounts owned by
the  Borrower or any of its  Domestic  Subsidiaries  and  reflected  in the most
recent   Borrowing   Base   Certificate   delivered   by  the  Borrower  to  the
Administrative   Agent  shall  be  "Eligible  Accounts"  for  purposes  of  this
Agreement,  except any  Account to which any of the  exclusionary  criteria  set
forth below applies. The Administrative Agent shall have the right to establish,
modify or eliminate  Reserves against Eligible Accounts from time to time in its
Permitted Discretion.  In addition, the Administrative Agent reserves the right,

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

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at any time and from time to time after the Closing  Date,  to adjust any of the
criteria set forth below,  to establish new criteria and to adjust advance rates
with respect to Eligible Accounts, in its Permitted Discretion exercised in good
faith,  subject  to  the  approval  of  Supermajority  Lenders  in the  case  of
adjustments,  new criteria or changes in advance  rates which have the effect of
making more credit available. Eligible Accounts shall not include any Account of
the Borrower or its Domestic Subsidiaries:

                  (a)  that  does  not  arise  from  the  sale of  goods  or the
performance of services by the Borrower or a Domestic Subsidiary in the ordinary
course of its business;

                  (b) (i) upon which the  Borrower's or a Domestic  Subsidiary's
right to receive  payment is not absolute or is contingent  upon the fulfillment
of any  condition  whatsoever  or (ii) as to which the Borrower or such Domestic
Subsidiary is not able to bring suit or otherwise  enforce its remedies  against
the Account Debtor through judicial process,  or (iii) if the Account represents
a progress  billing  consisting of an invoice for goods sold or used or services
rendered  pursuant to a contract under which the Account Debtor's  obligation to
pay that  invoice  is  subject  to the  Borrower's  or a  Domestic  Subsidiary's
completion  of  further  performance  under such  contract  or is subject to the
equitable lien of a surety bond issuer;

                  (c) to the extent that any  defense,  counterclaim,  setoff or
dispute is asserted as to such Account;

                  (d)  that is not a true and  correct  statement  of bona  fide
indebtedness  incurred in the amount of the Account for  merchandise  sold to or
services rendered and accepted by the applicable Account Debtor;

                  (e) with  respect to which an invoice has not been sent to the
applicable Account Debtor;

                  (f)  that  (i) is not  owned  by the  Borrower  or a  Domestic
Subsidiary or (ii) is subject to any right,  claim,  security  interest or other
interest of any other Person,  other than Permitted Liens that are junior to the
Lien of the Administrative Agent securing the Obligations);

                  (g)  that  arises  from a sale to any  Loan  Party,  director,
officer,  other  employee or Affiliate of any Loan Party,  or to any entity that
has any common officer or director with any Loan Party;

                  (h) that is the  obligation  of an Account  Debtor that is the
United  States  government  or a political  subdivision  thereof,  or any state,
county or municipality or department,  agency or instrumentality  thereof to the
extent  such  obligations  in  the  aggregate  exceed   $2,500,000   unless  the
Administrative  Agent,  in its sole  discretion,  has agreed to the  contrary in
writing and the Borrower or the applicable Domestic Subsidiary,  if necessary or
desirable,  has  complied  with  respect  to such  obligation  with the  Federal
Assignment of Claims Act of 1940, or any applicable  state,  county or municipal
law restricting the assignment thereof with respect to such obligation;

                  (i) that is the  obligation of an Account  Debtor located in a
foreign  country other than Canada unless payment thereof is assured by a letter
of credit assigned and delivered to the  Administrative  Agent,  satisfactory to
the Administrative Agent as to form, amount and issuer;

                  (j) to the extent the  Borrower or any  Subsidiary  thereof is
liable for goods sold or services  rendered by the applicable  Account Debtor to
the Borrower or any  Subsidiary  thereof but only to the extent of the potential
offset;

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       46
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                  (k) that arises with respect to goods that are  delivered on a
bill-and-hold,  cash-on-delivery basis or placed on consignment, guaranteed sale
or other terms by reason of which the payment by the Account Debtor is or may be
conditional;

                  (l) that is in default;  provided,  that, without limiting the
generality  of the  foregoing,  an Account  shall be deemed in default  upon the
occurrence of any of the following:

                  (i) (x) the  Account  has not been paid and there has  elapsed
120 (but not more than 150) days since its  invoice  date and the Account is not
otherwise  ineligible;  (y) the  Account has not been paid and there has elapsed
more than 150 days since its invoice  date; or (z) the Account has not been paid
and there  has  elapsed  more  than 90 days  since its due date and it is not an
Account taken into account under clause (y);

                  (ii) the Account Debtor  obligated upon such Account  suspends
business,  makes a general  assignment  for the benefit of creditors or fails to
pay its debts generally as they come due; or

                  (iii) a petition  is filed by or against  any  Account  Debtor
obligated upon such Account under any bankruptcy law or any other federal, state
or foreign (including any provincial)  receivership,  insolvency relief or other
law or laws for the relief of debtors;

                  (m) that is the obligation of an Account Debtor if 50% or more
of the Dollar amount of all Accounts owing by that Account Debtor are ineligible
under the other criteria set forth in paragraph (l) of this Section 2.19;

                  (n) as to which the  Administrative  Agent's Lien thereon,  on
behalf of itself and Lenders, is not a first priority perfected Lien;

                  (o) as to which any of the  representations  or  warranties in
the Loan Documents are untrue;

                  (p) to the extent  such  Account is  evidenced  by a judgment,
Instrument or, except in the case of a Rental, Chattel Paper;

                  (q) to the extent that such  Account,  together with all other
Accounts  owing by such  Account  Debtor  and its  Affiliates  as of any date of
determination exceed 10% of all Eligible Accounts, except as otherwise agreed by
the Administrative Agent;

                  (r) that is payable in any currency other than Dollars;

                  (s) in the case of any  Rental,  is not  subject  to a written
lease agreement; or

                  (t) in the  case  of any  Rental,  is not  subject  to a first
priority  security  interest of the  Administrative  Agent on behalf of Lenders,
perfected  by  possession  of all  Chattel  Paper  related  to  such  Rental  by
possession or by the filing of a financing statement,  which financing statement
indicates that a purchase of or security interest in such chattel paper by or in
favor of any Person  other than the  Administrative  Agent is  violative  of the
rights of the Administrative Agent.

                  Section 2.20 Eligible Inventory. All of the Inventory owned by
the  Borrower or any of its  Domestic  Subsidiaries  and  reflected  in the most
recent   Borrowing   Base   Certificate   delivered   by  the  Borrower  to  the
Administrative  Agent  shall  be  "Eligible  Inventory"  for  purposes  of  this

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

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<PAGE>


Agreement,  except any Inventory to which any of the  exclusionary  criteria set
forth below applies. The Administrative Agent shall have the right to establish,
modify,  or eliminate  Reserves against Eligible  Inventory from time to time in
its Permitted  Discretion.  In addition,  the Administrative  Agent reserves the
right,  at any time and from time to time after the Closing  Date, to adjust any
of the criteria set forth below, to establish new criteria and to adjust advance
rates with respect to Eligible Inventory in its Permitted  Discretion  exercised
in good faith,  subject to the approval of Supermajority  Lenders in the case of
adjustments,  new criteria or changes in advance  rates which have the effect of
making more credit available. Eligible Inventory shall not include any Inventory
of the Borrower or a Domestic Subsidiary that:

                  (a) is not owned by the Borrower or a Domestic Subsidiary free
and clear of all Liens and rights of any other Person (including the rights of a
purchaser  that has made  progress  payments and the rights of a surety that has
issued a bond to assure the  Borrower's or a Domestic  Subsidiary's  performance
with respect to that Inventory), except the Liens in favor of the Administrative
Agent, on behalf of itself and Lenders;

                  (b) (i) except in the case of  Inventory on lease to customers
in the ordinary  course of business (w) is not located on premises  located in a
state of the United States or the District of Columbia  owned,  leased or rented
by the Borrower or a Domestic  Subsidiary and set forth in Schedule 4.16, (x) is
stored at a leased location, unless the Administrative Agent has given its prior
consent  thereto and unless (1) a reasonably  satisfactory,  landlord waiver has
been delivered to the  Administrative  Agent, or (2) Reserves in an amount equal
to three months rent have been established  with respect thereto,  (y) is stored
with a bailee or warehouseman or is in a processor or converter  facility unless
a reasonably satisfactory, acknowledged waiver or subordination of all Liens and
claims by the bailee, warehouseman,  processor or converter has been received by
the   Administrative   Agent  or  Reserves   reasonably   satisfactory   to  the
Administrative  Agent have been  established  with  respect  thereto,  or (z) is
located at an owned  location  subject to a mortgage in favor of a lender  other
than the Administrative Agent, unless a reasonably satisfactory mortgagee waiver
has  been  delivered  to  the  Administrative   Agent  or  Reserves   reasonably
satisfactory  to the  Administrative  Agent have been  established  with respect
thereto, or (ii) is located at any site if the aggregate book value of Inventory
at any such location is less than $100,000;

                  (c) is placed on  consignment  or is in  transit,  except  for
Inventory in transit between domestic  locations of Loan Parties as to which the
Administrative Agent's Liens have been perfected at origin and destination;

                  (d) is covered by a negotiable  document of title, unless such
document  has been  delivered  to the  Administrative  Agent with all  necessary
endorsements,  free  and  clear  of all  Liens  except  those  in  favor  of the
Administrative Agent and Lenders;

                  (e)  is  excess,  obsolete,  unsaleable,   shopworn,  seconds,
damaged, unfit for sale or customized inventory;

                  (f)   consists  of  display   items  or  packing  or  shipping
materials,  manufacturing supplies, work-in-process Inventory to the extent such
work-in-process  Inventory in the aggregate  exceeds  $5,000,000 or  replacement
parts;

                  (g) is not held for sale or lease in the  ordinary  course  of
the Borrower's or a Domestic Subsidiary's business;

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

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                  (h) is not  subject to a first  priority  lien in favor of the
Administrative  Agent on behalf of itself and  Lenders  subject to no other Lien
other than  Permitted  Liens  that are junior to the Lien of the  Administrative
Agent securing the Obligations;

                  (i)  breaches  any  of  the   representations   or  warranties
pertaining to Inventory set forth in the Loan Documents;

                  (j)  consists  of  any  costs  associated  with   "freight-in"
charges,  to the extent such "freight-in"  charges can be determined by the Loan
Parties;

                  (k)  consists  of  Hazardous  Materials  or goods  that can be
transported or sold only with licenses that are not readily available;

                  (l) is not covered by casualty  insurance in  accordance  with
Section 7.5;

                  (m) is being  leased to a third  party as lessee  subject to a
lease that is not owned by the Borrower or a Domestic  Subsidiary  or is subject
to a lease owned by the Borrower or a Domestic  Subsidiary  that is subject to a
Lien (other than a Permitted Lien); or

                  (n) is being  leased to a third  party as lessee (i) which has
commenced a voluntary  case or has consented to the entry of an order for relief
in an  involuntary  case  or to  the  conversion  of an  involuntary  case  to a
voluntary case,  under the Bankruptcy Code or (ii) with respect to which a court
has  entered a decree  or order for  relief  in an  involuntary  case  under the
Bankruptcy Code.

                                   ARTICLE 3
                    CONDITIONS TO LOANS AND LETTERS OF CREDIT

                  Section 3.1 Conditions  Precedent to Initial Loans and Letters
of Credit.  The  obligation  of each Lender to make any Loan on the Closing Date
and the  obligation  of each L/C  Issuer  to Issue  any  Letter of Credit on the
Closing  Date  is  subject  to the  satisfaction  or due  waiver  of each of the
following conditions precedent on or before March 3, 2008:

                  (a) Certain  Documents.  The  Administrative  Agent shall have
received on or prior to the  Closing  Date each of the  following,  each (in the
case of clauses  (i) through  (iv),  (vii) and  (viii))  dated the Closing  Date
unless  otherwise  agreed by the  Administrative  Agent,  in form and  substance
reasonably satisfactory to the Administrative Agent:

                    (i) this  Agreement  duly  executed by the Borrower and, for
               the account of each Lender having requested the same by notice to
               the  Administrative  Agent and the  Borrower  received by each at
               least 3 Business  Days prior to the  Closing  Date (or such later
               date as may be agreed by the Borrower),  Notes  conforming to the
               requirements set forth in Section 2.14(e);

                    (ii) the Guaranty and Security  Agreement,  duly executed by
               each  Guarantor,  together  with (A) copies of UCC,  Intellectual
               Property  and  other  appropriate   search  reports  and  of  all
               effective prior filings listed therein, together with evidence of
               the  termination of such prior filings that are not in respect of
               any Permitted  Lien, in each case as may be reasonably  requested
               by the Administrative  Agent, (B) all documents  representing all
               certificated  Securities  required to be pledged pursuant to such
               Guaranty and Security  Agreement  and related  undated  powers or
               endorsements   duly   executed  in  blank  and  (C)  all  Control
               Agreements that, in the reasonable judgment of the Administrative
               Agent,  are required for the Loan Parties to comply with the Loan

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       49
<PAGE>


               Documents  as of the  Closing  Date,  each duly  executed  by, in
               addition to the applicable Loan Party,  the applicable  financial
               institution;

                    (iii)  the  Intercreditor   Agreement,   duly  executed  and
               delivered   by  the   Administrative   Agent,   the   Term   Loan
               Administrative Agent, the Borrower and the other Loan Parties;

                    (iv) a duly  executed  favorable  opinion  of counsel to the
               Loan Parties in New York, addressed to the Administrative  Agent,
               the L/C Issuers and the Lenders and  addressing  such  matters as
               the Administrative Agent may reasonably request;

                    (v) a copy of each  Constituent  Document of each Loan Party
               that  is  on  file  with  any   Governmental   Authority  in  the
               jurisdiction of organization of such Loan Party,  certified as of
               a recent date by such Governmental  Authority,  together with, if
               applicable,  certificates  attesting to the good standing of such
               Loan Party in such jurisdiction and each other jurisdiction where
               such Loan Party is qualified  to do business as a foreign  entity
               or where such qualification is necessary (and, if required in any
               such jurisdiction, related tax certificates);

                    (vi) a certificate of the secretary or other officer of each
               Loan  Party in charge of  maintaining  books and  records of such
               Loan Party  certifying as to (A) the names and signatures of each
               officer of such Loan Party  authorized to execute and deliver any
               Loan Document,  (B) the Constituent  Documents of such Loan Party
               attached to such  certificate  are complete and correct copies of
               such  Constituent  Documents  as in  effect  on the  date of such
               certification  (or, for any such Constituent  Document  delivered
               pursuant to clause  (vi)  above,  that there have been no changes
               from  such  Constituent   Document  so  delivered)  and  (C)  the
               resolutions  of such Loan  Party's  board of  directors  or other
               appropriate   governing  body  approving  and   authorizing   the
               execution,  delivery  and  performance  of each Loan  Document to
               which such Loan Party is a party;

                    (vii) a certificate of a Responsible Officer of the Borrower
               to the effect that (A) each condition set forth in Section 3.2(b)
               has been  satisfied,  (B) the Loan  Parties  taken as a whole are
               Solvent  after giving  effect to the initial Loans and Letters of
               Credit,  the  consummation  of  the  Related  Transactions,   the
               application  of the proceeds  thereof in accordance  with Section
               7.9 and the payment of all fees and expenses  related  hereto and
               thereto and (C) attached  thereto are complete and correct copies
               of each Related  Document  (other than the payoff  letter for the
               Existing Credit Agreement and the Term Loan Documents);

                    (viii)   insurance   certificates   in  form  and  substance
               reasonably satisfactory to the Administrative Agent demonstrating
               that the insurance  policies  required by Section 7.5 are in full
               force  and  effect  and have all  endorsements  required  by such
               Section 7.5;

                    (ix)  interim  unaudited  monthly  and  quarterly  Financial
               Statements  of the  Borrower  and its  Subsidiaries  through  the
               Fiscal Month or Fiscal Quarter,  as applicable,  ending September
               30,  2007 and each  subsequent  Fiscal  Month and Fiscal  Quarter
               occurring  no  later  than  30 days  (or 45  days in the  case of
               monthly and quarterly  financing  statements for the Fiscal Month
               and Fiscal Quarter, respectively, ending December 31, 2007) prior
               to the  Closing  Date  and for  which  Financial  Statements  are
               available;

                    (x) (a) a pro forma estimated  balance sheet of the Borrower
               and its  Subsidiaries  at the last day of the  Fiscal  Month  for
               which  Financial  Statements  are available  prior to the Closing
               Date (so long as such date is not more than 60 days  prior to the

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       50
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               Closing  Date)  after  giving  effect to the  refinancing  of the
               Existing Credit Agreement, the redemption of the Senior Notes and
               the funding of the Indebtedness hereunder and under the Term Loan
               Credit  Agreement,  and (b) the  Borrower's  business  plan which
               shall  include a financial  forecast  on a monthly  basis for the
               first  twelve  months  after the  Closing  Date  (such  financial
               forecast  for  the  first  twelve  months  to  include  projected
               Borrowing  Availability  for each  month) and on an annual  basis
               thereafter through 2012 prepared by the Borrower's management; in
               each case,  with such updates as the  Administrative  Agent shall
               reasonably request; and

                    (xi) the other documents listed on the Closing Checklist.

                  (b)  Fee and  Expenses.  There  shall  have  been  paid to the
Administrative  Agent, for the account of the Administrative  Agent, its Related
Persons,  any L/C  Issuer or any  Lender,  as the case may be,  all fees and all
reimbursements of costs or expenses, in each case due and payable under any Loan
Document on or before the Closing Date.

                  (c)  Consents.  Each  Group  Member  shall have  received  all
consents  and  authorizations  required  pursuant  to any  material  Contractual
Obligation  with any other  Person and shall have  obtained  all Permits of, and
effected all notices to and filings with, any  Governmental  Authority,  in each
case,  as  may  be  necessary  in  connection  with  the   consummation  of  the
transactions  contemplated in any Loan Document or Related  Document  (including
the Related Transactions).

                  (d) Related  Transactions.  The Administrative  Agent shall be
satisfied  that, (i) subject only to the funding of the initial Loans  hereunder
and the  Indebtedness  under  the  Term  Loan  Credit  Agreement  and the use of
proceeds  thereof,  (x) all obligations under the Existing Credit Agreement will
have been repaid in full,  as  evidenced  by a payoff  letter duly  executed and
delivered  by the Borrower  and the  Existing  Agent and (y) the Borrower  shall
issue (and mail) on the Closing  Date a notice of  redemption  to the holders of
the Senior Notes  calling for a redemption of the Senior Notes no later than the
date that is 30 days after the Closing  Date (the  "Redemption  Date") and shall
deposit on the Closing Date with the Trustee  under the Senior  Notes  Indenture
cash in an amount  sufficient  to fund such  redemption on the  Redemption  Date
which  shall  result on the  Closing  Date in a  discharge  of the Senior  Notes
Indenture  pursuant to the terms thereof and a release of the Lien of the Senior
Notes  Indenture  on the Closing Date and (ii) all  conditions  precedent to the
making of the term loans  under the Term Loan Credit  Agreement  shall have been
satisfied or waived,  and the lenders  thereunder  shall have made term loans in
the amount of $100,000,000.

                  (e) Revolving Credit Facility. Omitted.

                  (f) Minimum  Consolidated  EBITDA. The aggregate  Consolidated
EBITDA of the Borrower for the most recent  period of twelve months prior to the
Closing Date for which financial  statements are required to have been delivered
under the Existing Credit Agreement shall not be less than $65,000,000.

                  (g) Senior Subordinated Notes. The Administrative  Agent shall
have received  evidence  reasonably  satisfactory to it that all Indebtedness of
the Borrower  under this  Agreement  (taking into account the advances under the
Term  Loan  Credit  Agreement)   constitutes  and  will  constitute   "Permitted
Indebtedness,"  "Designated  Senior  Debt" and "Senior  Debt" under (and as such
terms are  defined in) the Senior  Subordinated  Notes  Indenture  and all liens
securing the Obligations  and the Term Loan  Obligations  constitute  "Permitted
Liens"  (under  and as such term is defined  in the  Senior  Subordinated  Notes
Indenture),  including,  if  applicable,  certified  copies of any  supplemental
indentures needed to permit such indebtedness or liens.

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       51
<PAGE>


Section 3.2  Conditions  Precedent to Each Loan and Letter of Credit.  Except as
otherwise  provided  herein,  no Lender or L/C Issuer shall be obligated to make
any Loan or Issue any Letter of Credit if, as of the date thereof:

                  (a) Request. The Administrative Agent (and, in the case of any
Issuance,  the  relevant  L/C  Issuer)  shall not have  received,  to the extent
required by Article II, a written, timely and duly executed and completed Notice
of Borrowing, Swingline Request or, as the case may be, L/C Request.

                  (b) Representations and Warranties; No Defaults.

                    (i)  any  representation  or  warranty  by  any  Loan  Party
               contained  herein  or in any  other  Loan  Document  is untrue or
               incorrect in any material  respect  (without  duplication  of any
               materiality  qualifier  contained herein) as of such date, except
               to the extent  that such  representation  or  warranty  expressly
               relates to an earlier date, and the  Administrative  Agent or the
               Required  Lenders shall have  determined not to make such Loan or
               Issue  such  Letter  of  Credit as a result of the fact that such
               warranty or representation is untrue or incorrect; or

                    (ii) any  Default or Event of Default  has  occurred  and is
               continuing  or would result after making any Loan (or Issuing any
               Letter of Credit),  and the Administrative  Agent or the Required
               Lenders shall have  determined  not to make any Loan or Issue any
               Letter of Credit as a result of such Default or Event of Default.

                  (c) Borrowing  Base.  Except as provided in Section 2.1(b) and
Section  2.1(c),   the  requested  Loan  or  Issuance  shall  exceed   Borrowing
Availability or, as to any Overadvance (including any Special Overadvance),  the
requested Loan shall not be identified as an Overadvance  (including any Special
Overadvance) or shall not indicate the amount requested as an Overadvance, or in
any event shall, so long as any Senior  Subordinated  Note remains  outstanding,
exceed the component of the Borrowing  Availability contained in clause (iii) of
the definition of such term.

The  representations  and  warranties  set  forth in any  Notice  of  Borrowing,
Swingline  Request or L/C Request (or any  certificate  delivered in  connection
therewith)  shall  be  deemed  to be  made  again  on and as of the  date of the
relevant Loan or Issuance and the  acceptance of the proceeds  thereof or of the
delivery of the relevant Letter of Credit.

                  Section 3.3  Determinations of Initial  Borrowing  Conditions.
For purposes of determining  compliance with the conditions specified in Section
3.1,  each Lender  shall be deemed to be satisfied  with each  document and each
other matter  required to be  satisfactory  to such Lender unless,  prior to the
Closing  Date,  the  Administrative  Agent  receives  notice  from  such  Lender
specifying  such Lender's  objections and such Lender has not made available its
Pro Rata Share of any  Borrowing  scheduled  to be made on the Closing  Date and
each Lender  shall be deemed to be satisfied  with each  document and each other
matter  required  to be  satisfactory  to such  Lender  upon the  receipt  of an
effectiveness memo transmitted by facsimile by the  Administrative  Agent on the
Closing Date and the  Administrative  Agent agrees to transmit such memo to each
of the Lenders by facsimile on the Closing Date.

                                   ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

                  To induce the Lenders,  the L/C Issuers and the Administrative
Agent to enter into the Loan  Documents,  the Borrower  (and,  to the extent set
forth in any other Loan Document, each other Loan Party) represents and warrants

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       52
<PAGE>


to each of them each of the following on and as of each date applicable pursuant
to Section 3.2:

                  Section 4.1  Corporate  Existence;  Compliance  with Law. Each
Group Member (a) is duly organized,  validly existing and in good standing under
the laws of the  jurisdiction of its  organization,  (b) is duly qualified to do
business  as a  foreign  entity  and in good  standing  under  the  laws of each
jurisdiction where such qualification is necessary,  except where the failure to
be so qualified or in good standing would not, in the  aggregate,  reasonably be
expected to have a Material  Adverse  Effect,  (c) has all  requisite  power and
authority and the legal right to own, pledge, mortgage and operate its property,
to lease or sublease  any  property it operates  under lease or sublease  and to
conduct its  business as  currently  conducted,  (d) is in  compliance  with all
applicable  Requirements  of Law except  where the  failure to be in  compliance
would not, in the aggregate,  reasonably be expected to have a Material  Adverse
Effect and (e) has all  necessary  Permits  from or by,  has made all  necessary
filings  with,  and has  given  all  necessary  notices  to,  each  Governmental
Authority having jurisdiction, to the extent required for such ownership, lease,
sublease, operation, occupation or conduct of business, except where the failure
to obtain such Permits, make such filings or give such notices would not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

                  Section  4.2  Loan  and  Related  Documents.   (a)  Power  and
Authority.  The  execution,  delivery and  performance by each Loan Party of the
Loan Documents and Related Documents to which it is a party and the consummation
of the Related Transactions and other transactions  contemplated therein (i) are
within  such Loan  Party's  corporate  or  similar  powers  and,  at the time of
execution  thereof,  have been duly  authorized by all  necessary  corporate and
similar action (including, if applicable, consent of holders of its Securities),
(ii) do not (A) contravene such Loan Party's Constituent Documents,  (B) violate
any applicable Requirement of Law, (C) conflict with,  contravene,  constitute a
default or breach under,  or result in or permit the termination or acceleration
of,  any  material  Contractual  Obligation  of  any  Loan  Party  or any of its
Subsidiaries (including other Related Documents or Loan Documents) other than in
the case of this clause (ii) those that would not, in the aggregate,  reasonably
be expected to have a Material Adverse Effect or (D) result in the imposition of
any Lien (other than a  Permitted  Lien) upon any  property of any Loan Party or
any of its  Subsidiaries and (iii) do not require any Permit of, or filing with,
any  Governmental  Authority or any consent of, or notice to, any Person,  other
than (A) with respect to the Loan Documents, the filings required to perfect the
Liens  created by the Loan  Documents,  and (B) those listed on Schedule 4.2 and
that have been, or will be prior to the Closing Date,  obtained or made,  copies
of which have  been,  or will be prior to the  Closing  Date,  delivered  to the
Administrative  Agent,  and each of which on the  Closing  Date  will be in full
force and effect.

                  (a) Due Execution and Delivery. From and after its delivery to
the Administrative  Agent, each Loan Document and Related Document has been duly
executed  and  delivered to the other  parties  thereto by each Loan Party party
thereto,  is the legal,  valid and binding  obligation of such Loan Party and is
enforceable  against such Loan Party in  accordance  with its terms,  subject to
applicable  bankruptcy,  insolvency,  reorganization,  moratorium  or other laws
affecting  creditors'  rights  generally  and subject to general  principles  of
equity, regardless of whether considered in a proceeding in equity or at law.

                  (b) Senior  Subordinated  Notes. The Obligations  (taking into
account the advances under the Term Loan Credit Agreement) constitute "Permitted
Indebtedness",  "Senior Debt" and "Designated  Senior Debt" under and as defined
in the Senior  Subordinated Notes Indenture.  No other Indebtedness  (other than
the Term Loan Obligations) qualifies as "Permitted Indebtedness",  "Senior Debt"
or "Designated Senior Debt" under the Senior  Subordinated Notes Indenture.  The
Borrower hereby  designates all  Obligations and  Indebtedness in respect of the
Revolving Credit Facility as "Designated Senior Debt" as such term is defined in
the Senior Subordinated Notes Indenture.

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       53
<PAGE>


                  Section 4.3 Ownership of Group Members.  Set forth on Schedule
4.3 is a complete and accurate  list showing,  as of the Closing Date,  for each
Group Member and each  Subsidiary  of any Group Member and each joint venture of
any of them,  its  jurisdiction  of  organization,  the number of shares of each
class of Stock authorized (if applicable), the number outstanding on the Closing
Date and the number and percentage of the outstanding  shares of each such class
owned (directly or indirectly) by the Borrower. All outstanding Stock of each of
them has been validly issued,  is fully paid and  non-assessable  (to the extent
applicable) and, except in the case of the Borrower,  is owned  beneficially and
of record by a Group  Member free and clear of all Liens other than the security
interests  created  by the Loan  Documents  and the  Term  Loan  Documents,  any
non-consensual  Liens arising as a matter of law and permitted under Section 8.2
and,  in the case of joint  ventures,  Permitted  Liens.  Except as  provided in
Schedule  4.3,  as of the  Closing  Date,  there  are  no  preemptive  or  other
outstanding rights, options,  warrants,  conversion rights or similar agreements
or  understandings  for the purchase or acquisition from any Group Member or any
of their Subsidiaries of any Stock of any such entity.

                  Section  4.4  Financial  Statements(a)  . (a)  Each of (i) the
audited  Consolidated  balance sheet of the Borrower as at December 31, 2006 and
the related Consolidated  statements of income, retained earnings and cash flows
of the Borrower  for the Fiscal Year then ended,  certified by Deloitte & Touche
USA LLP and (ii)  subject  to the  absence  of  footnote  disclosure  and normal
recurring year-end audit adjustments,  the unaudited Consolidated balance sheets
of the Borrower as at December 31, 2007, and the related Consolidated statements
of  income,  retained  earnings  and cash flows of the  Borrower  for the twelve
months  then  ended,  copies  of  each  of  which  have  been  furnished  to the
Administrative  Agent,  fairly present in all material respects the Consolidated
financial  position,  results of operations  and cash flow of the Borrower as at
the dates indicated and for the periods indicated in accordance with GAAP.

                  (b) The Initial Projections have been prepared by the Borrower
in  light  of the  past  operations  of the  business  of the  Borrower  and its
Subsidiaries  and reflect  projections for the 4 year period  beginning with the
2008 Fiscal  Year on a monthly  basis for the first year  (which  shall  include
projected  Borrowing  Availability  for each such  month) and on a  year-by-year
basis thereafter. As of the Closing Date, the Initial Projections are based upon
estimates and assumptions stated therein,  all of which the Borrower believes to
be reasonable and fair in light of conditions and facts known to the Borrower as
of the Closing Date and reflect the good faith, reasonable and fair estimates by
the Borrower of the future  Consolidated  financial  performance of the Borrower
and the other information projected therein for the periods set forth therein.

                  (c) The unaudited  Consolidated  balance sheet of the Borrower
(the "Pro Forma Balance Sheet") delivered to the  Administrative  Agent prior to
the date hereof, has been prepared as of the last day of the Fiscal Month ending
prior to the Closing Date and reflects as of such date, on a Pro Forma Basis for
the Related Transactions and the other transactions contemplated herein to occur
on the Closing Date, the Consolidated  financial condition of the Borrower,  and
the  assumptions  expressed  therein  are  reasonable  based on the  information
available to the Borrower at such date and on the Closing Date.

                  Section 4.5 Material Adverse Effect. Since September 30, 2007,
there have been no events, circumstances, developments or other changes in facts
that would, in the aggregate,  reasonably be expected to have a Material Adverse
Effect.

                  Section 4.6  Solvency.  Both before and after giving effect to
(a) the Loans and  Letters of Credit made or Issued on or prior to the date this
representation  and warranty is made,  (b) the  disbursement  of the proceeds of
such Loans, (c) the consummation of the Related Transactions and (d) the payment
and accrual of all transaction costs in connection with the foregoing,  the Loan
Parties taken as a whole are Solvent.

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       54
<PAGE>


                  Section  4.7  Litigation.  There are no  pending  (or,  to the
knowledge  of any Group  Member,  threatened)  actions,  investigations,  suits,
proceedings,  audits, claims, demands, orders or disputes affecting the Borrower
or any of its Subsidiaries  with, by or before any Governmental  Authority other
than those that would not, in the  aggregate,  reasonably  be expected to have a
Material Adverse Effect.

                  Section  4.8 Taxes.  All  federal,  state,  local and  foreign
income and  franchise  and other  material tax returns,  reports and  statements
(collectively, the "Tax Returns") required to be filed by any Tax Affiliate have
been filed with the appropriate Governmental Authorities in all jurisdictions in
which such Tax Returns are  required to be filed,  all such Tax Returns are true
and  correct  in all  material  respects,  and  all  taxes,  charges  and  other
impositions  reflected therein or otherwise due and payable have been paid prior
to the date on which any Liability may be added thereto for non-payment  thereof
except for those contested in good faith by appropriate  proceedings  diligently
conducted  and for which  adequate  reserves are  maintained on the books of the
appropriate  Tax Affiliate in accordance with GAAP. No Tax Return is under audit
or examination by any  Governmental  Authority and no notice of such an audit or
examination  or any  assertion  of any claim for Taxes has been given or made by
any  Governmental  Authority.  Proper and accurate amounts have been withheld by
each Tax Affiliate from their  respective  employees for all periods in full and
complete  compliance with the tax, social security and unemployment  withholding
provisions of applicable  Requirements  of Law and such  withholdings  have been
timely paid to the  respective  Governmental  Authorities.  No Tax Affiliate has
participated in a "listed transaction" within the meaning of Treasury Regulation
Section 1.6011-4(b)(2) or has participated in a "reportable  transaction" within
the meaning of Treasury  Regulation Section  1.6011-4(b)(2) that has not been or
will not be properly  reported.  No Tax  Affiliate  has been with respect to any
open tax year a member of an  affiliated,  combined or unitary  group of which a
Tax Affiliate is the common parent.

                  Section 4.9 Margin Regulations. The Borrower is not engaged in
the business of extending credit for the purpose of, and no proceeds of any Loan
or other  extensions of credit hereunder will be used for the purpose of, buying
or carrying  margin  stock  (within the meaning of  Regulation  U of the Federal
Reserve  Board) or extending  credit to others for the purpose of  purchasing or
carrying any such margin stock, in each case in contravention of Regulation T, U
or X of the Federal Reserve Board.

                  Section  4.10  No  Defaults.  No  Group  Member  (and,  to the
knowledge of each Group Member,  no other party  thereto) is in default under or
with respect to any Contractual Obligation of any Group Member, other than those
that would not,  in the  aggregate,  reasonably  be  expected to have a Material
Adverse Effect.

                  Section  4.11  Investment  Company  Act. No Group Member is an
"investment  company" or an "affiliated  person" of, or "promoter" or "principal
underwriter"  for,  an  "investment  company",  as such terms are defined in the
Investment Company Act of 1940.

                  Section  4.12  Labor  Matters.  There  are  no  strikes,  work
stoppages,  slowdowns or lockouts existing, pending (or, to the knowledge of any
Group Member,  threatened)  against or involving any Group Member,  except,  for
those  that  would not,  in the  aggregate,  reasonably  be  expected  to have a
Material Adverse Effect. Except as set forth on Schedule 4.12, as of the Closing
Date, (a) there is no collective bargaining or similar agreement with any union,
labor  organization,  works  council  or  similar  representative  covering  any
employee of any Group Member,  (b) no petition for  certification or election of
any such  representative  is existing or pending with respect to any employee of
any Group  Member and (c) no such  representative  has sought  certification  or
recognition with respect to any employee of any Group Member.

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       55
<PAGE>


                  Section  4.13  ERISA.  Schedule  4.13  sets  forth,  as of the
Closing  Date, a complete and correct list of, and that  separately  identifies,
(a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit
Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax
exempt status under Section 401 or 501 of the Code or other  Requirements of Law
has been  determined by the Internal  Revenue  Service to so qualify and nothing
has occurred since such  determination  that could adversely affect such status.
Except  for those  that would not,  in the  aggregate,  have a Material  Adverse
Effect,  (x) each Benefit Plan is in compliance  with  applicable  provisions of
ERISA,  the Code and other  Requirements  of Law,  (y) there are no  existing or
pending (or to the knowledge of any Group Member, threatened) claims (other than
routine claims for benefits in the normal course), sanctions,  actions, lawsuits
or other  proceedings or  investigation  involving any Benefit Plan to which any
Group  Member  incurs  or  otherwise  has or  could  have an  obligation  or any
Liability and (z) no ERISA Event is reasonably expected to occur. On the Closing
Date,  no ERISA Event has  occurred in  connection  with which  obligations  and
liabilities  (contingent or otherwise)  remain  outstanding.  No ERISA Affiliate
would  have any  Withdrawal  Liability  in excess of  $500,000  as a result of a
complete  withdrawal from any Multiemployer Plan on the date this representation
is made which  Withdrawal  Liability  could be reasonably  likely to require any
Group Member to make any payment in satisfaction thereof.

                  Section  4.14  Environmental  Matters.  Except as set forth on
Schedule  4.14,  (a) the  operations  of each Group Member are and, for the past
five years,  have been in compliance  with all  applicable  Environmental  Laws,
including obtaining,  maintaining and complying with all Permits required by any
applicable Environmental Law, other than non-compliances that, in the aggregate,
would not have a reasonable  likelihood  of resulting in Material  Environmental
Liabilities,  (b) no Group Member is party to, and no Group Member is subject to
or, with  respect to any real  property  currently  (or to the  knowledge of any
Group  Member  previously)  owned,  leased,  subleased,  operated  or  otherwise
occupied by or for any Group Member, the subject of, any Contractual  Obligation
by any Group  Member or any pending (or, to the  knowledge of any Group  Member,
threatened) order, action, suit,  proceeding,  claim, written demand, dispute or
notice of  violation  or of  potential  liability  or  similar  notice  under or
pursuant to any Environmental  Law other than those that, in the aggregate,  are
not reasonably likely to result in Material  Environmental  Liabilities,  (c) no
Lien in  favor  of any  Governmental  Authority  securing,  in whole or in part,
Environmental  Liabilities has attached to any property of any Group Member and,
to the  knowledge of any Group  Member,  no facts,  circumstances  or conditions
exist that could  reasonably be expected to result in any such Lien attaching to
any such  property,  (d) no Group  Member  has  caused or  permitted  to occur a
Release of  Hazardous  Materials  at, to or from any real  property of any Group
Member and each such real  property is free of  contamination  by any  Hazardous
Materials except for such Release or contamination  that could not reasonably be
expected to result, in the aggregate, in Material Environmental  Liabilities and
(e) no Group Member (i) is or has been engaged in, or has  permitted any current
or  former  tenant  to  engage  in,  operations,  or (ii)  knows  of any  facts,
circumstances  or conditions,  including  receipt of any information  request or
notice of potential  responsibility under CERCLA or similar  Environmental Laws,
that,  in the  aggregate,  would have a  reasonable  likelihood  of resulting in
Material Environmental Liabilities.

                  Section 4.15 Intellectual Property.  Each Group Member owns or
licenses all  Intellectual  Property  that is  necessary  for the conduct of its
businesses as currently  conducted.  To the knowledge of each Group Member,  (a)
the conduct  and  operations  of the  businesses  of each Group  Member does not
infringe,  misappropriate,  dilute, violate or otherwise impair any Intellectual
Property  that is necessary for the conduct of its  businesses  and owned by any
other Person and (b) no other Person has contested any right,  title or interest
of any Group  Member in, or  relating  to,  any  Intellectual  Property  that is
necessary for the conduct of its businesses,  other than, in each case, as would
not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
In addition, (x) there are no pending (or, to the knowledge of any Group Member,
threatened)  actions,   investigations,   suits,  proceedings,  audits,  claims,
demands,  orders or disputes  affecting any Group Member with respect to, (y) no

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       56
<PAGE>


judgment or order  regarding  any such claim has been  rendered by any competent
Governmental   Authority,   no  settlement   agreement  or  similar  Contractual
Obligation has been entered into by any Group Member, with respect to and (z) no
Group  Member  knows  of any  valid  basis  for any  claim  based  on,  any such
infringement,  misappropriation,  dilution,  violation or impairment or contest,
other than, in each case, as would not, in the aggregate, reasonably be expected
to have a Material Adverse Effect.

                  Section 4.16 Title;  Real  Property(a) . (a) Each Group Member
has good fee  simple  title to all  owned  real  property  and  valid  leasehold
interests in all leased real  property,  and none of such property is subject to
any Lien except Permitted Liens.

                  (b) Set forth on Schedule 4.16 is, as of the Closing Date, (i)
a complete  and  correct  list of all real  property  owned in fee simple by any
Group  Member or in which any Group  Member  owns a leasehold  interest  setting
forth, for each such real property, the current street address (including, where
applicable,  county, state and other relevant  jurisdictions),  the record owner
thereof and,  where  applicable,  each lessee and  sublessee  thereof,  (ii) any
lease,  or sublease of such real property by any Group Member and (iii) for each
such real property that is required to be subject to a Mortgage  pursuant to the
terms  hereof,  each  Contractual   Obligation  by  any  Group  Member,  whether
contingent or otherwise, to Sell such real property.

                  Section 4.17 Full Disclosure. No representation or warranty of
any Loan Party contained in this Agreement, the Financial Statements referred to
in Section 6.1, the other Related  Documents or any other document,  certificate
or written statement  furnished to the Administrative  Agent or any Lender by or
on behalf of any such Person for use in  connection  with the Loan  Documents or
the Related Documents  contains any untrue statement of a material fact or taken
as a whole,  omitted,  omits or will omit to state a material fact  necessary in
order to make the statements contained herein or therein not misleading in light
of the circumstances in which the same were made.

                  Section  4.18  Patriot  Act.  No  Group  Member  (and,  to the
knowledge of each Group Member,  no joint  venture or subsidiary  thereof) is in
violation  in any material  respects of any United  States  Requirements  of Law
relating  to  terrorism,  sanctions  or money  laundering  (the  "Anti-Terrorism
Laws"),  including  the United  States  Executive  Order No.  13224 on Terrorist
Financing (the "Anti-Terrorism Order") and the Patriot Act.

                                    ARTICLE 5
                                     OMITTED

                                    ARTICLE 6
                               REPORTING COVENANTS

                  The Borrower  (and,  to the extent set forth in any other Loan
Document,  each other Loan Party)  agrees with the Lenders,  the L/C Issuers and
the Administrative  Agent to perform and observe each of the following covenants
until the Satisfaction Date:

                  Section 6.1 Financial  Statements.  The Borrower shall deliver
to the Administrative Agent each of the following:

                  (a) Monthly  Reports.  As soon as available,  and in any event
within 30 days  after the end of each of the  first  two  Fiscal  Months in each
Fiscal Quarter,  the Consolidated  unaudited balance sheet of the Borrower as of
the close of such Fiscal Month and related Consolidated statements of income and
cash flow for such Fiscal Month and that portion of the Fiscal Year ending as of
the close of such Fiscal Month,  setting forth in  comparative  form the figures

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

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for the corresponding period in the prior Fiscal Year, in each case certified by
a  Responsible  Officer of the  Borrower as fairly  presenting  in all  material
respects the  Consolidated  financial  position,  results of operations and cash
flow of the Borrower as at the dates indicated and for the periods  indicated in
accordance  with GAAP (subject to the absence of footnote  disclosure and normal
year-end audit adjustments).

                  (b) Quarterly Reports. As soon as available,  and in any event
within 45 days after the end of each of the first three Fiscal  Quarters of each
Fiscal Year, the Consolidated  unaudited balance sheet of the Borrower as of the
close of such Fiscal Quarter and related  Consolidated  statements of income and
cash flow for such Fiscal  Quarter and that portion of the Fiscal Year ending as
of the close of such  Fiscal  Quarter,  setting  forth in  comparative  form the
figures for the  corresponding  period in the prior  Fiscal Year and the figures
contained in the latest  Projections,  in each case  certified by a  Responsible
Officer of the  Borrower  as fairly  presenting  in all  material  respects  the
Consolidated  financial  position,  results of  operations  and cash flow of the
Borrower as at the dates  indicated and for the periods  indicated in accordance
with GAAP  (subject to the absence of footnote  disclosure  and normal  year-end
audit adjustments).

                  (c) Annual  Reports.  As soon as  available,  and in any event
within 90 days after the end of each Fiscal Year, the Consolidated balance sheet
of the Borrower as of the end of such year and related  Consolidated  statements
of  income,  stockholders'  equity  and cash  flow for such  Fiscal  Year,  each
prepared in accordance  with GAAP,  together with a  certification  by the Group
Members' Accountants that such Consolidated  Financial Statements fairly present
in all  material  respects  the  Consolidated  financial  position,  results  of
operations  and cash flow of the Borrower as at the dates  indicated and for the
periods  indicated  therein in accordance with GAAP without  qualification as to
the scope of the audit or as to going  concern  and  without  any other  similar
qualification.

                  (d) Compliance Certificate. Together with each delivery of any
Financial   Statement  pursuant  to  clause  (b)  or  (c)  above,  a  Compliance
Certificate  duly executed by a Responsible  Officer of the Borrower that, among
other things,  states that, to the best of his or her  knowledge,  no Default is
continuing as of the date of delivery of such  Compliance  Certificate  or, if a
Default  is  continuing,  states  the nature  thereof  and the  action  that the
Borrower proposes to take with respect thereto.

                  (e) Corporate Chart and Other Collateral  Updates.  As part of
the Compliance  Certificate delivered pursuant to clause (d) above, each in form
and substance  satisfactory  to the  Administrative  Agent,  a certificate  by a
Responsible  Officer  of the  Borrower  that (i) the  Corporate  Chart  attached
thereto (or the last Corporate Chart  delivered  pursuant to this clause (e)) is
correct and  complete as of the date of such  Compliance  Certificate,  (ii) the
Loan Parties have  delivered all documents  (including  updated  schedules as to
locations  of  Collateral  and  acquisition  of  Intellectual  Property  or real
property) they are required to deliver pursuant to any Loan Document on or prior
to the date of delivery of such  Compliance  Certificate  and (iii) complete and
correct copies of all documents  modifying any term of any Constituent  Document
of any Group Member or any  Subsidiary or joint  venture  thereof on or prior to
the date of delivery of such Compliance  Certificate  have been delivered to the
Administrative Agent or are attached to such certificate.

                  (f)  Additional  Projections.  As soon as available and in any
event not later than 30 days after the end of each Fiscal Year, any  significant
revisions  to, (i) the annual  business plan of the Group Members for the Fiscal
Year next succeeding such Fiscal Year and (ii) forecasts  prepared by management
of the Borrower (A) for each Fiscal Quarter in such next succeeding  Fiscal Year
and (B) for each other succeeding Fiscal Year through the Fiscal Year containing
the  Scheduled  Maturity  Date, in each case  including in such  forecasts (x) a
projected year-end Consolidated balance sheet, income statement and statement of
cash flows,  (y) a statement  of all of the material  assumptions  on which such

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       58
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forecasts are based and (z) substantially the same type of financial information
as that contained in the Initial Projections.

                  (g)  Management  Discussion  and Analysis.  Together with each
delivery  of  any  Compliance  Certificate  pursuant  to  clause  (d)  above,  a
discussion and analysis of the financial  condition and results of operations of
the Group Members for the portion of the Fiscal Year then elapsed and discussing
the reasons for any significant  variations from the Projections for such period
and the figures for the corresponding period in the previous Fiscal Year.

                  (h) Audit Reports, Management Letters, Etc. Together with each
delivery of any  Financial  Statement for any Fiscal Year pursuant to clause (c)
above,  copies of each  management  letter,  audit  report or similar  letter or
report  received by any Group Member from any independent  registered  certified
public accountant  (including the Group Members' Accountants) in connection with
such Financial  Statements or any audit  thereof,  each certified to be complete
and  correct  copies by a  Responsible  Officer of the  Borrower  as part of the
Compliance Certificate delivered in connection with such Financial Statements.

                  (i)  Insurance.  Together  with each delivery of any Financial
Statement  for any Fiscal Year  pursuant  to clause (c) above,  each in form and
substance  reasonably  satisfactory to the Administrative Agent and certified as
complete  and correct by a  Responsible  Officer of the  Borrower as part of the
Compliance Certificate delivered in connection with such Financial Statements, a
summary of all material insurance coverage  maintained as of the date thereof by
any Group Member,  together with such other related documents and information as
the Administrative Agent may reasonably require.

                  (j) Additional Deliveries.

                    (i) Upon the request of the Administrative Agent, and in any
               event no less  frequently  than  noon New York time on (x) at any
               time  when  Borrowing  Availability  is  equal  to or  more  than
               $45,000,000, the twentieth day and (y) at any time when Borrowing
               Availability is less than $45,000,000, the tenth Business Day, in
               each case,  after the end of each Fiscal Month  (together  with a
               copy of any of the following reports reasonably  requested by any
               Lender in writing after the Closing Date),  each of the following
               reports,  each of which shall be  prepared by the  Borrower as of
               the last day of the  immediately  preceding  Fiscal  Month or the
               date 3 days prior to the date of any such request:

                         (A) a Borrowing  Base  Certificate  with respect to the
                    Borrower and its Domestic Subsidiaries,  accompanied by such
                    supporting detail and documentation as shall be requested by
                    the  Administrative  Agent in its reasonable  discretion (in
                    substantially   the  same  form  as  Exhibit   6.1(k),   the
                    "Borrowing  Base  Certificate")  as at the  last day of such
                    period;  provided that while Borrowing  Availability is less
                    than  $35,000,000  or an Event  of  Default  is  continuing,
                    Borrowing  Base  Certificates  shall  be  delivered  at such
                    intervals  as  the   Administrative   Agent  may  reasonably
                    request;

                         (B)  with  respect  to the  Borrower  and its  Domestic
                    Subsidiaries, a summary of Inventory by location and, to the
                    extent  available,  by  type  with  a  supporting  perpetual
                    Inventory   report,   in  each  case   accompanied  by  such
                    supporting detail and documentation as shall be requested by
                    the Administrative Agent in its reasonable discretion; and

                         (C) with  respect  to the  Borrower,  a  monthly  trial
                    balance showing Accounts  outstanding aged from invoice date
                    as follows:  1 to 30 days,  31 to 60 days, 61 to 90 days, 91
                    to  120  days,  121  to 150  days  and  150  days  or  more,

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       59
<PAGE>


                    accompanied by such supporting  detail and  documentation as
                    shall  be  requested  by  the  Administrative  Agent  in its
                    reasonable discretion.

                    (ii) At any time during which the  Administrative  Agent has
               blocked the  Borrower's  access to funds in the  deposit  account
               associated with any lock-box  established in connection with this
               Agreement,  to the Administrative  Agent, on a weekly basis or at
               such more  frequent  intervals  as the  Administrative  Agent may
               reasonably request from time to time (together with a copy of all
               or any part of such  delivery  requested by any Lender in writing
               after the Closing Date),  collateral  reports with respect to the
               Borrower,  including  all  additions  and  reductions  (cash  and
               non-cash) with respect to Accounts of the Borrower,  in each case
               accompanied by such supporting  detail and documentation as shall
               be  requested  by the  Administrative  Agent  in  its  reasonable
               discretion  each of which shall be prepared by the Borrower as of
               the last day of the immediately preceding week or the date 2 days
               prior to the date of any request;

                    (iii)  At the  time  of  delivery  of  each  of the  monthly
               Financial Statements delivered pursuant to this Section 6.1:

                         (A) a reconciliation of the most recent Borrowing Base,
                    general  ledger  and  month-end  Inventory  reports  of  the
                    Borrower  to  the  Borrower's  general  ledger  and  monthly
                    Financial Statements delivered pursuant to this Section 6.1,
                    in each  case  accompanied  by such  supporting  detail  and
                    documentation  as shall be requested  by the  Administrative
                    Agent in its reasonable discretion;

                         (B) to the extent  available,  a reconciliation  of the
                    perpetual  inventory  by  location  to the  Borrower's  most
                    recent  Borrowing  Base  Certificate,   general  ledger  and
                    monthly  Financial  Statements  delivered  pursuant  to this
                    Section  6.1, in each case  accompanied  by such  supporting
                    detail  and  documentation  as  shall  be  requested  by the
                    Administrative Agent in its reasonable discretion;

                         (C) an aging of accounts  payable and a  reconciliation
                    of that  accounts  payable aging to the  Borrower's  general
                    ledger and monthly Financial  Statements  delivered pursuant
                    to this  Section  6.1,  in  each  case  accompanied  by such
                    supporting detail and documentation as shall be requested by
                    the Administrative Agent in its reasonable discretion;

                         (D) a  reconciliation  of the outstanding  Loans as set
                    forth in the monthly Financial Statements delivered pursuant
                    to this Section 6.1,  accompanied by such supporting  detail
                    and  documentation  as  shall be  requested  by Agent in its
                    reasonable discretion; and

                         (E) a  certification  that (1) no Loan  Party has sold,
                    granted a lien with  respect  to or  advanced  against,  any
                    Chattel  Paper  (other  than under and  pursuant to the Loan
                    Documents)  and (2) no Chattel Paper is in the possession of
                    third parties;

                    (iv) At the time of delivery of each of the annual Financial
               Statements  delivered  pursuant to Section  6.1, (i) a listing of
               government  contracts  of The  Borrower  subject  to the  Federal
               Assignment  of  Claims  Act of  1940;  and  (ii)  a  list  of any
               applications  for the  registration  of any Patent,  Trademark or
               Copyright  filed by any Loan Party with the United  States Patent
               and Trademark  Office,  the United States Copyright Office or any
               similar office or agency in the prior Fiscal Quarter.

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

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<PAGE>


                  (k) Appraisals; Inspections.

                    (i) The Borrower,  at its own expense,  shall, promptly upon
               the reasonable  request by the Administrative  Agent,  deliver to
               the   Administrative   Agent  the   results   of  each   physical
               verification,   if  any,   that  the   Borrower  or  any  of  its
               Subsidiaries  may in their  discretion  have made,  or caused any
               other Person to have made on their behalf,  of all or any portion
               of their  Inventory (and, if a Default or an Event of Default has
               occurred  and  is  continuing,   the  Borrower  shall,  upon  the
               reasonable  request of the  Administrative  Agent,  conduct,  and
               deliver  the  results  of,  such  physical  verifications  as the
               Administrative Agent may reasonably require); and

                    (ii) The  Borrower,  at its own  expense,  shall cause to be
               delivered to the Administrative Agent an appraisal,  performed by
               Rouse Asset Services or another independent  appraiser reasonably
               acceptable  to  the  Administrative  Agent,  of the  Net  Orderly
               Liquidation Value of its Inventory twice in each Fiscal Year (and
               at the  time  during  such  Fiscal  Year  determined  by  Agent),
               provided,  that that so long as an Event of Default is continuing
               or any  monthly  average  Borrowing  Availability  is  less  than
               $20,000,000,  the Borrower, at its own expense,  shall cause such
               appraisals  to be performed  at such times as the  Administrative
               Agent shall reasonably  require.  For the purposes of this clause
               (ii), an appraisal  requested or initiated by the  Administrative
               Agent  while an Event  of  Default  is  continuing  or while  any
               monthly average Borrowing  Availability is less than $20,000,000,
               shall be required whether or not such Event of Default  continues
               or such any monthly average Borrowing  Availability  continues at
               less than  $20,000,000  through  the time of  completion  of such
               appraisal; and

                    (iii) The  Borrower,  at its own  expense,  shall permit the
               Administrative Agent or a Person designated by the Administrative
               Agent to conduct up to two  collateral  audits during each Fiscal
               Year (at the cost and expense of the  Borrower);  provided,  that
               -------- that so long as an Event of Default is continuing or any
               monthly average Borrowing  Availability is less than $20,000,000,
               the Borrower, at its own expense, shall permit the Administrative
               Agent  or a  Person  designated  by the  Administrative  Agent to
               perform  such  audits at such times as the  Administrative  Agent
               shall reasonably require.  For the purposes of this clause (iii),
               an audit  initiated  by the  Administrative  Agent or such Person
               while an Event of  Default  is  continuing  or while any  monthly
               average Borrowing Availability is less than $20,000,000, shall be
               required  whether or not such Event of Default  continues or such
               Borrowing Availability continues at less than $20,000,000 through
               the time of completion of such audit.

                  Section  6.2  Other  Events.   The  Borrower  shall  give  the
Administrative  Agent  notice  of each of the  following  (which  may be made by
telephone  if promptly  confirmed  in writing)  promptly  after any  Responsible
Officer of any Group Member has knowledge  thereof:  (a)(i) any Default and (ii)
any event that would  reasonably be expected to have a Material  Adverse Effect,
specifying,  in each case,  the nature and  anticipated  effect  thereof and any
action proposed to be taken in connection  therewith,  (b) any event (other than
any event involving loss or damage to property) reasonably expected to result in
a mandatory  payment of the  Obligations  pursuant to Section  2.8,  stating the
material  terms and conditions of such  transaction  and estimating the Net Cash
Proceeds thereof, (c) the commencement of, or any material  developments in, any
action, investigation,  suit, proceeding, audit, claim, demand, order or dispute
with, by or before any Governmental  Authority affecting any Group Member or any
property of any Group Member that (i) seeks  injunctive or similar relief,  (ii)
in the  reasonable  judgment  of the  Borrower,  exposes  any  Group  Member  to
liability in an aggregate  amount in excess of  $5,000,000 or (iii) if adversely
determined  would  reasonably be expected to have a Material  Adverse Effect and
(d) the  acquisition  of any material  real  property or the  entering  into any
material lease.

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

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<PAGE>


                  Section 6.3 Copies of Notices and Reports. The Borrower shall,
promptly upon their  becoming  available,  deliver to the  Administrative  Agent
copies of each of the following:  (a) all reports that the Borrower transmits to
its security  holders  generally,  (b) all documents that any Group Member files
with the  Securities  and  Exchange  Commission,  the  National  Association  of
Securities Dealers,  Inc., any securities exchange or any Governmental Authority
exercising similar functions, (c) all press releases not made available directly
to the general  public and (d) any  material  document  transmitted  or received
pursuant  to,  or in  connection  with,  any  Contractual  Obligation  governing
Indebtedness of any Group Member in excess of $25,000,000.

                  Section 6.4 Taxes. The Borrower shall give the  Administrative
Agent  notice  of each of the  following  (which  may be  made by  telephone  if
promptly  confirmed in writing)  promptly after any  Responsible  Officer of any
Group Member knows or has reason to know of it: (a) the creation, or filing with
the IRS or any other Governmental  Authority,  of any Contractual  Obligation or
other  document  extending,  or having the effect of  extending,  the period for
assessment  or collection of any taxes with respect to any Tax Affiliate and (b)
the creation of any Contractual Obligation of any Tax Affiliate,  or the receipt
of any  request  directed to any Tax  Affiliate,  to make any  adjustment  under
Section  481(a) of the Code,  by  reason  of a change  in  accounting  method or
otherwise,  which would in the case of either (a) or (b) have a Material Adverse
Effect.

                  Section  6.5  Labor  Matters.  The  Borrower  shall  give  the
Administrative  Agent  notice  of each of the  following  (which  may be made by
telephone if promptly  confirmed in writing),  promptly after,  and in any event
within 30 days after any  Responsible  Officer of any Group  Member knows or has
reason to know of it: (a) the  commencement  of any  material  labor  dispute to
which any Group Member is or may become a party, including any strikes, lockouts
or other disputes  relating to any of such Person's plants and other  facilities
and  (b) the  incurrence  by any  Group  Member  of any  Worker  Adjustment  and
Retraining  Notification  Act or  related  or similar  liability  incurred  with
respect to the closing of any plant or other  facility of any such Person (other
than those that, in the case of either (a) or (b),  would not, in the aggregate,
have a Material Adverse Effect).

                  Section  6.6  ERISA  Matters.  The  Borrower  shall  give  the
Administrative Agent (a) on or prior to any filing by any ERISA Affiliate of any
notice of intent to  terminate  any Title IV Plan,  which  termination  could be
reasonably  likely to require  any Group  Member to make any  payment in respect
thereof,  a copy of such  notice and (b)  promptly,  and in any event  within 10
days,  after any Responsible  Officer of any ERISA Affiliate knows or has reason
to know that a request for a minimum  funding  waiver  under  Section 412 of the
Code has been filed with  respect  to any Title IV Plan or  Multiemployer  Plan,
which, in either case, could be reasonably likely to require any Group Member to
make any payment in respect thereof, a notice (which may be made by telephone if
promptly  confirmed in writing)  describing  such waiver  request and any action
that any ERISA Affiliate proposes to take with respect thereto,  together with a
copy of any notice filed with the PBGC or the IRS pertaining thereto.

                  Section 6.7 Environmental  Matters(a) . (a) The Borrower shall
provide the  Administrative  Agent notice of each of the following (which may be
made by telephone if promptly confirmed by the Administrative  Agent in writing)
promptly  after any  Responsible  Officer of any Group Member  knows (and,  upon
reasonable  request of the  Administrative  Agent,  documents and information in
connection therewith): (i)(A) unpermitted Releases, (B) the receipt by any Group
Member of any notice of violation of or  potential  liability or similar  notice
under,  or the existence of any condition  that could  reasonably be expected to
result in violations of or liabilities  under, any  Environmental Law or (C) the
commencement  of, or any material  change to, any action,  investigation,  suit,
proceeding,  audit,  claim,  written demand,  dispute alleging a violation of or
liability  under any  Environmental  Law, that, for each of clauses (A), (B) and
(C) above  (and,  in the case of clause (C), if  adversely  determined),  in the
aggregate  for each such  clause,  could  reasonably  be  expected  to result in
Environmental  Liabilities in excess of $500,000,  (ii) the receipt by any Group

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       62
<PAGE>


Member of  notification  that any property of any Group Member is subject to any
Lien in  favor  of any  Governmental  Authority  securing,  in whole or in part,
Environmental  Liabilities  and (iii) any proposed  acquisition or lease of real
property  (except as part of any Permitted  Acquisition) if such  acquisition or
lease would have a reasonable likelihood of resulting in aggregate Environmental
Liabilities in excess of $500,000.

                  (b) Upon reasonable request of the  Administrative  Agent, the
Borrower shall provide the Administrative Agent a report containing an update as
to the  status of any  environmental,  health or  safety  compliance,  hazard or
liability  issue  identified  in any  document  delivered  to any Secured  Party
pursuant to any Loan Document or as to any condition  reasonably believed by the
Administrative Agent to result in material Environmental Liabilities.

                  Section 6.8 Other Information.  The Borrower shall provide the
Administrative  Agent with such other documents and information  with respect to
the business, property, condition (financial or otherwise),  legal, financial or
corporate  or  similar  affairs  or  operations  of  any  Group  Member  as  the
Administrative  Agent or such Lender through the  Administrative  Agent may from
time to time reasonably request.

                                   ARTICLE 7
                              AFFIRMATIVE COVENANTS

                  The Borrower  (and,  to the extent set forth in any other Loan
Document,  each other Loan Party)  agrees with the Lenders,  the L/C Issuers and
the Administrative  Agent to perform and observe each of the following covenants
until the Satisfaction Date:

                  Section 7.1  Maintenance  of Corporate  Existence.  Each Group
Member  shall (a)  preserve  and  maintain  its legal  existence,  except in the
consummation  of transactions  expressly  permitted by Sections 8.4 and 8.7, and
(b)  preserve  and  maintain  its rights  (charter  and  statutory),  privileges
franchises and Permits required in the conduct of its business,  except,  in the
case of this clause (b), where the failure to do so would not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.

                  Section 7.2 Compliance with Laws, Etc. Each Group Member shall
comply with all applicable  Requirements  of Law,  Contractual  Obligations  and
Permits,  except for such  failures to comply that would not, in the  aggregate,
reasonably be expected to have a Material Adverse Effect.

                  Section 7.3 Payment of  Obligations.  Each Group  Member shall
pay or discharge before they become  delinquent (a) all material claims,  taxes,
assessments,  charges and levies imposed by any  Governmental  Authority and (b)
all other lawful claims, in each case, that if unpaid would, by the operation of
applicable  Requirements  of Law,  become a Lien upon any  property of any Group
Member,  except,  in each case,  for those  whose  amount or  validity  is being
contested in good faith by proper proceedings diligently conducted and for which
adequate reserves are maintained on the books of the appropriate Group Member in
accordance with GAAP.

                  Section 7.4  Maintenance of Property.  Each Group Member shall
maintain  and  preserve  (a) in good  working  order  and  condition  all of its
property  necessary in the conduct of its business and (b) all rights,  permits,
licenses,  approvals and privileges  (including all Permits)  necessary,  in the
conduct of its business  and shall make all  necessary  or  appropriate  filings
with, and give all required notices to, Government Authorities,  except for such
failures to  maintain  and  preserve  the items set forth in clauses (a) and (b)
above  that  would not,  in the  aggregate,  reasonably  be  expected  to have a
Material Adverse Effect.

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       63
<PAGE>


                  Section 7.5 Maintenance of Insurance.  Each Group Member shall
(a) maintain or cause to be  maintained in full force and effect all policies of
insurance of any kind with respect to the property and  businesses  of the Group
Members  (including  policies of life, fire, theft,  product  liability,  public
liability,   property  damage,  other  casualty,   employee  fidelity,  workers'
compensation,  business  interruption and employee health and welfare insurance)
with  financially  sound and reputable  insurance  companies or associations (in
each case that are not  Affiliates  of the  Borrower) of a nature and  providing
such coverage as is customarily  carried by businesses of the size and character
of the business of the Group Members and (b) cause all such  insurance  relating
to any property or business of any Loan Party to name the  Administrative  Agent
on behalf of the  Secured  Parties  as  additional  insured  or loss  payee,  as
appropriate, and to provide that no cancellation, material addition in amount or
material  change in coverage  shall be  effective  until  after 30 days'  notice
thereof to the Administrative Agent.

                  Section 7.6  Keeping of Books.  The Group  Members  shall keep
proper  books of record and  account,  in which full,  true and correct  entries
shall be made in accordance with GAAP and all other  applicable  Requirements of
Law of all  financial  transactions  and the assets and  business  of each Group
Member.

                  Section 7.7 Access to Books and  Property.  Each Group  Member
shall permit the Administrative Agent, the Lenders and any Related Person of any
of them, 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 and shall be limited  to two  visits  and two  inspections
during any consecutive  twelve-month  period.  Each Group Member shall authorize
their respective  registered  certified public accountants  (including the Group
Members' Accountants) to communicate directly with the Administrative Agent, the
Lenders and their Related Persons and to disclose to the  Administrative  Agent,
the  Lenders  and their  Related  Persons  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.

                  Section 7.8  Environmental.  Each Group  Member  shall  comply
with,  and maintain  its real  property,  whether  owned,  leased,  subleased or
otherwise operated or occupied, in compliance with, all applicable Environmental
Laws  (including by implementing  any Remedial Action  necessary to achieve such
compliance  or that is required  by orders and  directives  of any  Governmental
Authority) except for failures to comply that would not, in the aggregate,  have
a Material  Adverse  Effect.  Without  limiting  the  foregoing,  if an Event of
Default  is  continuing  or if  the  Administrative  Agent  at  any  time  has a
reasonable basis to believe that there exist violations of Environmental Laws by
any Group  Member or that there  exist any  Environmental  Liabilities,  in each
case, that would have, in the aggregate,  a Material  Adverse Effect,  then each
Group Member  shall,  promptly  upon receipt of request from the  Administrative
Agent,  cause the  performance  of, and allow the  Administrative  Agent and its
Related Persons access to such real property for the purpose of conducting, such
environmental audits and assessments,  including subsurface sampling of soil and
groundwater,  and cause the  preparation  of such  reports,  in each case as the
Administrative  Agent may from time to time  reasonably  request.  Such  audits,
assessments and reports, to the extent not conducted by the Administrative Agent
or any of its Related  Persons,  shall be  conducted  and  prepared by reputable
environmental consulting firms reasonably acceptable to the Administrative Agent

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

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and shall be in form and substance  reasonably  acceptable to the Administrative
Agent.

                  Section 7.9 Use of  Proceeds.  The proceeds of the Loans shall
be used by the Borrower (and, to the extent distributed to them by the Borrower,
each other Group Member) solely (a) to consummate the Related  Transactions  and
for the payment of related  transaction  costs,  fees and expenses,  (b) for the
payment of transaction  costs, fees and expenses incurred in connection with the
Loan Documents and the transactions  contemplated therein and (c) for any lawful
purpose.

                  Section 7.10  Additional  Collateral  and  Guaranties.  To the
extent not delivered to the  Administrative  Agent on or before the Closing Date
(including  in  respect of  after-acquired  property  and  Persons  that  become
Subsidiaries of any Loan Party after the Closing Date), each Group Member shall,
promptly,   do  each  of  the  following,   unless   otherwise   agreed  by  the
Administrative Agent:

                  (a) deliver to the Administrative  Agent such modifications to
the terms of the Loan  Documents  (or to the extent  applicable as determined by
the  Administrative  Agent,  such other  documents),  in each case,  in form and
substance  reasonably  satisfactory  to  the  Administrative  Agent  and  as the
Administrative Agent deems reasonably necessary to ensure the following:

                    (i) each Wholly Owned Subsidiary of the Borrower that is not
               an Excluded  Foreign  Subsidiary  (including any such  Subsidiary
               acquired or created  after the Closing Date) shall be a Guarantor
               hereunder and under the Guaranty and Security Agreement; and

                    (ii) each Loan  Party  (including  any  Person  required  to
               become a Guarantor  pursuant to clause (i) above)  shall grant to
               the Administrative Agent, for the benefit of the Secured Parties,
               a valid and enforceable  security interest in all of its property
               (other than property of a type excluded from the granting clauses
               of the  Guaranty and Security  Agreement or  constituting  leased
               real property),  including all of its Stock and Stock Equivalents
               and other  Securities,  as security for the  Obligations  of such
               Loan Party;

provided,  however,  that in no event shall the Loan  Parties,  individually  or
collectively,  be required to pledge in excess of 66% of the outstanding  Voting
Stock of any  Excluded  Foreign  Subsidiary  or any  Subsidiary  of an  Excluded
Foreign Subsidiary;

                  (b)  deliver  to  the   Administrative   Agent  all  documents
representing  all  certificated  Stock,  Stock  Equivalents and other Securities
required to be pledged  pursuant to the documents  delivered  pursuant to clause
(a) above, together with undated powers or endorsements duly executed in blank;

                  (c) upon request of the Administrative  Agent,  deliver to the
Administrative Agent a Mortgage on any real property owned by any Loan Party the
fair market  value of which  exceeds  $1,000,000  on the date of  determination,
together with all Mortgage  Supporting  Documents  relating thereto (or, if such
real property is located in a jurisdiction  outside the United  States,  similar
documents deemed reasonably  necessary by the Administrative Agent to obtain the
equivalent  in such  jurisdiction  of a  first-priority  mortgage  on such  real
property);

                  (d) to take all other actions  reasonably  necessary to ensure
the validity or  continuing  validity of any guaranty for any  Obligation or any
Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien
securing any  Obligation  or to ensure such Liens have the same priority as that
of the Liens on similar  Collateral set forth in the Loan Documents  executed on
the Closing  Date (or,  for  Collateral  located  outside the United  States,  a
similar priority reasonably acceptable to the Administrative  Agent),  including
the filing of UCC financing  statements in such jurisdictions as may be required

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

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by the Loan Documents or applicable Requirements of Law or as the Administrative
Agent  may  otherwise   reasonably   request  and  to  become  a  party  to  the
Intercreditor  Agreement  as an  "Obligor"  pursuant  to  documents  in form and
substance reasonably acceptable to the Administrative Agent; and

                  (e)  deliver  to  the  Administrative   Agent  legal  opinions
relating to the matters  described in this Section 7.10, which opinions shall be
as reasonably required by, and in form and substance and from counsel reasonably
satisfactory to, the Administrative Agent.

                  Section 7.11 Deposit  Accounts;  Securities  Accounts and Cash
Collateral  Accounts(a)  . (a) Each Loan Party shall (i) deposit all of its cash
(other than cash in respect of any Excluded  Account) into deposit accounts that
are Controlled  Deposit  Accounts,  and (ii) deposit all of its Cash Equivalents
into securities accounts that are Controlled Securities Accounts.

                  (b) The Administrative Agent shall not have any responsibility
for, or bear any risk of loss of, any  investment  or income of any funds in any
Controlled  Deposit Account,  Controlled  Securities  Account or Cash Collateral
Account.  From time to time after funds are required to be deposited in any Cash
Collateral Account pursuant to the terms hereof or any other Loan Document,  the
Administrative  Agent may apply funds then held in such Cash Collateral  Account
to the payment of Obligations  in accordance  with Section 2.12. No Group Member
and no Person  claiming on behalf of or through any Group  Member shall have any
right to demand payment of any funds held in any Cash Collateral  Account at any
time prior to the  termination of all Commitments and the payment in full of all
Obligations and, in the case of L/C Cash Collateral  Accounts,  the termination,
or to the extent  acceptable  to the L/C  Issuers,  the issuance of back-to back
letters of credit  issued by issuers and in form and substance  satisfactory  in
all  respects to the  applicable  L/C Issuers  and the  Administrative  Agent in
respect  of,  and in an  aggregate  amount  equal to 105% of the  amount of, the
outstanding Letters of Credit.

                  (c) The Administrative Agent will exercise its rights to block
access  to and  direct  payment  and  delivery  of  cash  or  securities  in any
Controlled Deposit Account or Controlled  Securities Account only while an Event
of Default is continuing,  and will terminate such exercise promptly  thereafter
once no Event of Default is continuing.

                  Section 7.12 Credit  Rating.  The Borrower  shall at all times
use its commercially  reasonable  efforts to obtain and to cause a credit rating
by S&P and by Moody's to be  maintained  with  respect to the  Revolving  Credit
Facility and the Borrower hereunder.

                  Section 7.13 Further Assurances.

                  (a) Before  the date that is thirty  (30) days  following  the
Closing  Date (or such  longer  time as may be agreed  to by the  Administrative
Agent in writing),  the Loan Parties shall deliver to the  Administrative  Agent
and cause to be  recorded in the proper  recording  offices  Mortgages  for each
owned real  property of the Loan Parties  identified on Schedule 4.16 (except as
may be  agreed  to by the  Administrative  Agent),  together  with all  Mortgage
Supporting Documents relating thereto.

                                   ARTICLE 8
                               NEGATIVE COVENANTS

                  The Borrower  (and,  to the extent set forth in any other Loan
Document,  each other Loan Party)  agrees with the Lenders,  the L/C Issuers and
the Administrative  Agent to perform and observe each of the following covenants
until the Satisfaction Date:

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

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                  Section 8.1 Indebtedness.  No Group Member shall,  directly or
indirectly, incur or otherwise remain liable with respect to or responsible for,
any Indebtedness except for the following:

                  (a) the Obligations;

                  (b) Indebtedness  existing on the date hereof and set forth on
Schedule  8.1,  together  with any  Permitted  Refinancing  of any  Indebtedness
permitted hereunder in reliance upon this clause (b);

                  (c) Indebtedness  consisting of Capitalized  Lease Obligations
(other than with respect to a lease entered into as part of a Sale and Leaseback
Transaction) and purchase money Indebtedness, in each case incurred by any Group
Member to finance the acquisition,  repair, improvement or construction of fixed
or capital assets of such Group Member,  together with any Permitted Refinancing
of any  Indebtedness  permitted  hereunder  in  reliance  upon this  clause (c);
provided,  however,  that (i) the aggregate  outstanding principal amount of all
such  Indebtedness does not exceed $5,000,000 at any time and (ii) the principal
amount of such Indebtedness does not exceed the lower of the cost or fair market
value of the  property so acquired or built or of such  repairs or  improvements
financed,  whether  directly  or  through  a  Permitted  Refinancing,  with such
Indebtedness (each measured at the time such acquisition, repair, improvement or
construction is made);

                  (d)  Capitalized  Lease  Obligations  arising  under  Sale and
Leaseback Transactions entered into prior to the date hereof;

                  (e)   intercompany   loans  owing  to  any  Group  Member  and
constituting Permitted Investments of such Group Member;

                  (f) (i) obligations under Interest Rate Contracts entered into
to  comply  with  Section  7.13 of the  Term  Loan  Credit  Agreement  and  (ii)
obligations under other Hedging  Agreements entered into for the sole purpose of
hedging in the normal course of business and consistent with industry practices;

                  (g) Guaranty  Obligations  of any Group Member with respect to
Indebtedness of any Group Member (other than Indebtedness permitted hereunder in
reliance upon clause (b) or (c) above,  for which  Guaranty  Obligations  may be
permitted to the extent set forth in such clauses);

                  (h)  unsecured  Indebtedness  of the Borrower  owing under the
Senior  Subordinated  Notes pursuant to the Senior  Subordinated Notes Indenture
and any Permitted  Refinancing thereof;  provided,  however,  that the aggregate
outstanding   principal  amount  of  all  such  Indebtedness  shall  not  exceed
$155,000,000  at any  time,  plus,  in the  case  of any  Permitted  Refinancing
thereof, any fees, interest, premiums, costs and expenses financed thereby;

                  (i) the Term Loan  Obligations  and any Permitted  Refinancing
thereof;

                  (j) any  unsecured  Indebtedness  of any Group  Member and any
Permitted Refinancing thereof; provided, however, that the aggregate outstanding
principal amount of all such unsecured Indebtedness shall not exceed $10,000,000
at any time;

                  (k) Indebtedness  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 Subsidiary of the
Borrower, other than guarantees of Indebtedness incurred by any Person acquiring
all or any portion of such  business,  assets or  Subsidiary  for the purpose of

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       67
<PAGE>


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  and  such  disposition  shall  be  permitted  by the  terms of this
Agreement;

                  (l) Indebtedness of Dayton Superior Canada Ltd. in a principal
amount  not  exceeding   $5,000,000  or  its  equivalent  in  Canadian   dollars
outstanding at any time and any Permitted  Refinancing thereof,  provided,  that
(i) the  credit  agreement  and  related  documents  are in form  and  substance
reasonably satisfactory to the Administrative Agent and (ii) no other Loan Party
shall have any liability with respect to such  Indebtedness or shall provide any
collateral security or other support with respect thereto;

                  (m)  unsecured  Indebtedness  issued or acquired in connection
with a Permitted  Acquisition in an amount not to exceed  $7,500,000 on the date
of issuance or assumption, as applicable, and any Permitted Refinancing thereof;
provided  that,  in the  case  of any  such  Indebtedness  that  was  issued  in
connection with a Permitted Acquisition, the final maturity of such Indebtedness
is on or after the date that is six  months  after  the 6th  anniversary  of the
Closing Date;

                  (n) Indebtedness arising from performance and surety bonds and
completion guarantees provided by the Borrower or any Subsidiary of the Borrower
in the ordinary  course of business not in excess of $2,000,000 in the aggregate
outstanding at any time; and

                  (o) Indebtedness  arising under indemnity  agreements to title
insurers  to cause  such title  insurers  to issue to the  Administrative  Agent
mortgagee title insurance policies.

                  Section 8.2 Liens.  No Group Member  shall incur,  maintain or
otherwise  suffer to exist any Lien upon or with respect to any of its property,
whether now owned or hereafter  acquired,  or assign any right to receive income
or profits, except for the following:

                  (a) Liens created pursuant to any Loan Document;

                  (b) Customary Permitted Liens of Group Members;

                  (c)  Liens  existing  on the  date  hereof  and set  forth  on
Schedule 8.2 and any extensions or renewals thereof;

                  (d)  Liens  on  the  property  of the  Borrower  or any of its
Subsidiaries securing Indebtedness  permitted hereunder in reliance upon Section
8.1(c);  provided,  however,  that (i) such Liens exist prior to the acquisition
of, or attach  substantially  simultaneously  with, or within 90 days after, the
acquisition,  repair,  improvement or construction  of, such property  financed,
whether directly or through a Permitted  Refinancing,  by such  Indebtedness and
(ii) such Liens do not extend to any property of any Group Member other than the
property  (and  proceeds  thereof)  acquired or built,  or the  improvements  or
repairs, financed, whether directly or through a Permitted Refinancing,  by such
Indebtedness;

                  (e)  Liens  on  the  property  of the  Borrower  or any of its
Subsidiaries  securing the Permitted  Refinancing of any Indebtedness secured by
any Lien on such property permitted hereunder in reliance upon clause (c) or (d)
above or this  clause (e)  without  any change in the  property  subject to such
Liens;

                  (f)  Liens  securing  the  Term  Loan  Obligations  and  Liens
securing any Permitted Refinancing of the Term Loan Obligations,  so long as the

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       68
<PAGE>


Intercreditor Agreement or in the case of such a Permitted Refinancing,  another
intercreditor  agreement  satisfying  the  requirements  of the term  "Permitted
Refinancing" is in effect;

                  (g) Liens  securing any  Permitted  Refinancing  of the Senior
Subordinated Notes; and

                  (h)  Liens  on  any  property  of the  Borrower  or any of its
Subsidiaries  securing  any of their  Indebtedness  or their other  liabilities;
provided,  however,  that the aggregate outstanding principal amount of all such
Indebtedness and other liabilities shall not exceed $10,000,000 at any time.

                  Section  8.3  Investments.  No  Group  Member  shall  make  or
maintain, directly or indirectly, any Investment except for the following:

                  (a)  Investments  existing on the date hereof and set forth on
Schedule 8.3;

                  (b) Investments in cash and Cash Equivalents;

                  (c) (i) endorsements for collection or deposit in the ordinary
course of business  consistent  with past  practice,  (ii)  extensions  of trade
credit (other than to  Affiliates  of the  Borrower)  arising or acquired in the
ordinary course of business and (iii) Investments received in settlements in the
ordinary course of business of such extensions of trade credit;

                  (d) Investments made as part of a Permitted Acquisition;

                  (e) Investments by (i) any Loan Party in any other Loan Party,
(ii) any Group  Member  that is not a Loan  Party in any Group  Member or in any
joint  venture  or (iii) any Loan Party in any Group  Member  that is not a Loan
Party or in any joint venture; provided, however, that the aggregate outstanding
amount of all  Investments  permitted  pursuant to this  clause  (iii) shall not
exceed  $5,000,000  at any time;  and  provided,  further,  that any  Investment
consisting of loans or advances to any Loan Party  pursuant to clause (ii) above
shall be  subordinated  in full to the payment of the  Obligations  of such Loan
Party on terms and  conditions  reasonably  satisfactory  to the  Administrative
Agent;

                  (f) loans or advances to  employees  of the Borrower or any of
its Subsidiaries to finance travel,  entertainment  and relocation  expenses and
other ordinary business purposes in the ordinary course of business as presently
conducted; provided, however, that the aggregate outstanding principal amount of
all loans and  advances  permitted  pursuant to this clause (f) shall not exceed
$5,000,000 at any time;

                  (g) other  Investments of the Borrower and its Subsidiaries to
the extent paid for with Qualified Capital Stock of the Borrower the proceeds of
which  have not  been  used  for any  other  purpose  or any  other  calculation
hereunder;

                  (h)  Guaranty  Obligations  permitted  to  be  incurred  under
Section 8.1;

                  (i) Investments  made by the Borrower or its Subsidiaries as a
result of  consideration  received  in  connection  with Sales of assets made in
compliance with Section 8.4; and

                  (j) any Investment by the Borrower or any of its Subsidiaries;
provided, however, that the aggregate outstanding amount of all such Investments
shall not exceed $10,000,000 at any time.

                  Section 8.4 Asset Sales. No Group Member shall Sell any of its
property (other than cash or Cash Equivalents) or issue shares of its own Stock,
except for the following:

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       69
<PAGE>


                  (a) in each case to the extent  entered  into in the  ordinary
course  of  business  and  made  to a  Person  that is not an  Affiliate  of the
Borrower,  (i)  Sales of Cash  Equivalents,  inventory  (including  items in the
rental fleet),  (ii) Sales of property that has become  obsolete or worn out and
(ii) non-exclusive licenses of Intellectual Property;

                  (b) a true lease or sublease of real property not constituting
Indebtedness and not entered into as part of a Sale and Leaseback Transaction;

                  (c) (i) any Sale of any  property  (other than their own Stock
or Stock  Equivalents)  by any Group  Member to any  other  Group  Member to the
extent any resulting  Investment  constitutes a Permitted  Investment,  (ii) any
Restricted  Payment by any Group  Member  permitted  pursuant to Section 8.5 and
(iii) any  distribution  by the Borrower of the proceeds of Restricted  Payments
from any other Group Member to the extent permitted in Section 8.5;

                  (d) (i) any Sale or issuance by the Borrower of its own Stock,
(ii) any Sale or issuance by any  Subsidiary of the Borrower of its own Stock to
any Group  Member  or any other  Person to the  extent  not  prohibited  by this
Agreement or creating a Default or Event of Default, provided,  however, that in
the case of this clause (ii),  the proportion of such Stock and of each class of
such Stock (both on an  outstanding  and  fully-diluted  basis) held by the Loan
Parties,  taken as a whole, does not change as a result of such Sale or issuance
and (iii) to the extent  necessary  to  satisfy  any  Requirement  of Law in the
jurisdiction  of  incorporation  of any Subsidiary of the Borrower,  any Sale or
issuance by such Subsidiary of its own Stock constituting  directors' qualifying
shares or nominal holdings; and

                  (e) as  long as no  Default  is  continuing  or  would  result
therefrom,  any Sale of  property  (other  than as part of a Sale and  Leaseback
Transaction)  of, or Sale or issuance of its own Stock by, any Group  Member for
at  least  the  fair  market  value  thereof  and  where  at  least  75%  of the
consideration  in respect  thereof is in the form of cash,  except as  otherwise
agreed  by the  Administrative  Agent;  provided,  however,  that the  aggregate
consideration  received  during  any Fiscal  Year for all such  Sales  shall not
exceed $5,000,000.

                  Section  8.5  Restricted  Payments.   No  Group  Member  shall
directly or indirectly,  declare,  order, pay, make or set apart any sum for any
Restricted Payment except for the following:

                  (a) (i) Restricted  Payments (A) by any Group Member that is a
Loan  Party to any Loan  Party  and (B) by any Group  Member  that is not a Loan
Party to any Group Member and (ii) dividends and distributions by any Subsidiary
of the  Borrower  that is not a Loan Party to any  holder of its  Stock,  to the
extent made to all such holders ratably  according to their ownership  interests
in such Stock;

                  (b)  dividends  and  distributions  declared  and  paid on the
common Stock of any Group Member ratably to the holders of such common Stock and
payable only in common Stock of such Group Member;

                  (c) omitted;

                  (d) if no Default or Event of Default  shall have occurred and
be continuing or shall occur as a consequence  thereof,  the  acquisition of any
shares of Stock of the Borrower (the "Retired  Capital Stock") either (i) solely
in  exchange  for  shares  of  Qualified  Capital  Stock  of the  Borrower  (the
"Refunding  Capital Stock") or (ii) through the application of net proceeds of a
substantially  concurrent  sale  for cash  (other  than to a  Subsidiary  of the
Borrower) or shares of Qualified Capital Stock of the Borrower;

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       70
<PAGE>


                  (e) if no Default or Event of Default  shall have occurred and
be  continuing  or shall  occur as a  consequence  thereof,  the  redemption  or
repurchase of the  Borrower's  common equity or options in respect  thereof,  in
each case in connection with the repurchase  provisions of employee stock option
or stock  purchase  agreements  or other  agreements  to  compensate  management
employees;  provided that all such  redemptions or repurchases  pursuant to this
paragraph  (f) shall not exceed  $2,500,000  (with unused  amounts in any fiscal
year being  carried  over to  succeeding  Fiscal  Years  subject to a maximum of
$5,000,000 in any Fiscal Year) in any Fiscal Year; provided,  further,  that the
cancellation of Indebtedness owing to the Borrower from members of management of
the Borrower or any of its  Subsidiaries  in connection  with any  repurchase of
Stock of the  Borrower  (or warrants or options or rights to acquire such Stock)
will not be deemed to constitute a Restricted Payment under this Agreement;

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

                  (g) if no Default or Event of Default  shall have occurred and
be continuing or shall occur as a consequence thereof, other Restricted Payments
in an aggregate amount not to exceed $5,000,000; and

                  (h) the Borrower may pay merger and acquisition  advisory fees
in connection with Permitted Acquisitions in an amount not exceeding one percent
(1%)  of  the   transaction   value,   and  reasonable   out-of-pocket   expense
reimbursements  payable to Odyssey Investment Partners,  LLC; provided,  that no
Default or Event of Default exists at the time of any such Restricted Payment or
would occur as a result thereof.

                  Section 8.6 Prepayment of Indebtedness.  No Group Member shall
(x)  prepay,  redeem,  purchase,  defease  or  otherwise  satisfy  prior  to the
scheduled  maturity  thereof any Subordinated  Debt or Subordinated  Refinancing
Indebtedness,  (y) set apart any property for such purpose,  whether directly or
indirectly  and whether to a sinking fund, a similar fund or  otherwise,  or (z)
make any payment in violation of any  subordination  terms of any  Indebtedness;
provided,  however,  that each Group  Member  may,  to the extent not  otherwise
prohibited by the Loan Documents, do each of the following:

                  (a) prepay,  redeem,  purchase,  defease or otherwise  satisfy
prior to the  scheduled  maturity  thereof (or set apart any  property  for such
purpose)  (A) in the case of any  Group  Member  that is not a Loan  Party,  any
Indebtedness  owing by such  Group  Member to any  other  Group  Member  and (B)
otherwise, any Indebtedness owing to any Loan Party;

                  (b)  (i)  make  regularly  scheduled  cash  interest  payments
pursuant to the terms of the Senior  Subordinated  Notes, any other Subordinated
Debt or  Subordinated  Refinancing  Indebtedness  (but only,  in the case of the
Senior Subordinated Notes or other Subordinated Debt, to the extent permitted by
the  subordination  provisions  thereof)  or  pursuant to the terms of any other
Subordinated  Refinancing  Indebtedness,  and  (ii)  prepay,  redeem,  purchase,
defease or otherwise satisfy prior to the scheduled maturity thereof, the Senior
Subordinated   Notes,  other  Subordinated  Debt  or  Subordinated   Refinancing
Indebtedness,  in each case,  (A) with the proceeds of a Permitted  Refinancing;
(B) solely in exchange for shares of Qualified  Capital  Stock of the  Borrower;
(C) through the application of net proceeds of a  substantially  concurrent sale
for cash (other than to a  Subsidiary  of the  Borrower)  of shares of Qualified
Capital Stock of the Borrower and (D) in  connection  solely with the payment or
prepayment  in  full or  redemption  of all  Senior  Subordinated  Notes  or the
defeasance or other  satisfaction of the Senior  Subordinated  Note Indenture in
respect  of all  outstanding  Senior  Subordinated  Notes  and only if and after
giving effect thereto Borrowing  Availability is at least $20,000,000,  from (x)
up to $25,000,000 in proceeds from an increase in the Term Loan  Obligations and

                                                      REVOLVING CREDIT AGREEMENT
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(y) other cash  resources of the Borrower  (including  proceeds of the Revolving
Loans) not exceeding  $25,000,000  in the  aggregate,  less (in the case of this
clause (y)) all amounts (if any) expended as permitted by Section 8.6(e);

                  (c) make regularly  scheduled or otherwise required repayments
or redemptions of the Senior  Subordinated  Notes,  other  Subordinated  Debt or
Subordinated  Refinancing  Indebtedness,  but  only,  in the case of the  Senior
Subordinated  Notes or other  Subordinated  Debt, to the extent permitted by the
subordination provisions thereof;

                  (d) the acquisition of any  Subordinated  Debt or Subordinated
Refinancing  Indebtedness of the Borrower that is subordinate or junior in right
of  payment to the  Obligations  either  (i)  solely in  exchange  for shares of
Qualified  Capital Stock of the Borrower or (ii) through the  application of net
proceeds of a substantially concurrent sale for cash (other than to a Subsidiary
of the Borrower) of shares of Qualified Capital Stock of the Borrower; and

                  (e) the purchase,  prepayment,  acquisition  or retirement for
value of up to $25,000,000 in aggregate  principal amount of Senior Subordinated
Notes during the term of this  Agreement,  so long as (i) no Default or Event of
Default  shall have  occurred and be  continuing or shall occur as a consequence
thereof,  (ii) after giving effect thereto and the incurrence of any Obligations
in  connection  therewith,  on a Pro Forma Basis as of the end of the period for
which financial statements or a Borrowing Base Certificate,  as applicable, have
been  delivered  under  Section  6.1  most  recently  prior  to  such  purchase,
prepayment,  acquisition or retirement for value, (x) the Consolidated  Leverage
Ratio (as defined in the Term Loan Credit  Agreement as in effect on the Closing
Date) shall not be greater than 3.5:1.0 and (y) Borrowing  Availability shall be
greater than  $40,000,000  and the Borrower has delivered to the  Administrative
Agent  projections,   in  form  and  substance  reasonably   acceptable  to  the
Administrative  Agent,  that Borrowing  Availability  for the ensuing six months
will not be less than $40,000,000,  and (iii) any such Senior  Subordinated Note
is retired upon any such purchase, prepayment or acquisition for value.

                  Section 8.7  Fundamental  Changes.  No Group  Member shall (a)
merge,   consolidate  or  amalgamate  with  any  Person,   (b)  acquire  all  or
substantially all of the Stock or Stock Equivalents of any Person or (c) acquire
all or substantially all of the assets of any Person or all or substantially all
of the assets  constituting any line of business,  division,  branch,  operating
division  or other unit  operation  of any  Person,  in each case except for the
following:  (x)  to  consummate  any  Permitted  Acquisition,  (y)  the  merger,
consolidation  or  amalgamation  of (i) any  Subsidiary of the Borrower into any
Loan Party or (ii) of any  Subsidiary  of the Borrower  that is not a Loan Party
into any other  Subsidiary  of the Borrower that is not a Loan Party and (z) the
merger,  consolidation or amalgamation of any Group Member for the sole purpose,
and with the sole  material  effect,  of changing its State of  organization  or
formation, as applicable,  within the United States; provided, however, that (A)
in the case of any merger, consolidation or amalgamation involving the Borrower,
the Borrower  shall be the  surviving  Person and (B) in the case of any merger,
consolidation or amalgamation involving any other Loan Party, a Loan Party shall
be the surviving corporation and all actions required to maintain the perfection
of the Lien of the  Administrative  Agent on the Stock or  property of such Loan
Party shall have been made.

                  Section  8.8  Change in Nature of  Business.  No Group  Member
shall carry on any business, operations or activities (whether directly, through
a joint  venture,  in  connection  with a Permitted  Acquisition  or  otherwise)
substantially  different  from those carried on by the Group Members at the date
hereof  and any  business,  operations  and  activities  reasonably  related  or
incidental thereto.

                  Section 8.9  Transactions  with  Affiliates.  No Group  Member
shall,  except as otherwise  expressly  permitted  herein,  enter into any other
transaction directly or indirectly with, or for the benefit of, any Affiliate of
the  Borrower  that is not a Loan Party  (including  Guaranty  Obligations  with

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respect to any  obligation of any such  Affiliate)  other than (x)  transactions
with any such Affiliate that are on terms that are not materially less favorable
to such Group Member than those that might  reasonably  have been  obtained in a
comparable  transaction at such time on an arm's-length  basis from a Person not
an Affiliate of such Group Member and (y) each of the following:

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

                  (b) transactions exclusively between or among the Borrower and
any of its  Subsidiaries  that are Loan Parties or exclusively  between or among
such  Subsidiaries,  provided such transactions are not otherwise  prohibited by
this Agreement;

                  (c)  Restricted  Payments  permitted  by  this  Agreement  and
Investments permitted by this Agreement;

                  (d) the payment of customary annual management, consulting and
advisory fees and related expenses to Odyssey Investment Partners and general or
limited   partners  made  pursuant  to  any   financial   advisory,   financing,
underwriting or placement  agreement or in respect of other  investment  banking
activities,  including,  without limitation,  in connection with acquisitions or
divestitures  which are  approved by the Board of  Directors of Borrower or such
Subsidiary in good faith;

                  (e)  payments or loans to employees  or  consultants  that are
approved by the Board of Directors of Borrower in good faith; and

                  (f) sales of Qualified Capital Stock.

                  Section 8.10 Third-Party Restrictions on Indebtedness,  Liens,
Investments  or  Restricted  Payments.  No Group Member shall incur or otherwise
suffer to exist or become  effective or remain liable on or responsible  for any
Contractual  Obligation  limiting  the  ability  of (a)  any  Subsidiary  of the
Borrower  to  make   Restricted   Payments  to,  or  Investments  in,  or  repay
Indebtedness  or otherwise  Sell  property to, any Group Member or (b) any Group
Member  to incur or suffer  to exist  any Lien  upon any  property  of any Group
Member, whether now owned or hereafter acquired, securing any of its Obligations
(including any "equal and ratable" clause and any similar Contractual Obligation
requiring, when a Lien is granted on any property, another Lien to be granted on
such property or any other  property),  except,  for each of clauses (a) and (b)
above,  (x)  pursuant to the Loan  Documents,  the Term Loan  Documents  and the
Senior  Subordinated  Notes Indenture and the documents  governing any Permitted
Refinancing of the Senior  Subordinated  Notes or the Term Loan  Documents,  (y)
limitations on Liens (other than those securing any  Obligation) on any property
whose acquisition,  repair,  improvement or construction is financed by purchase
money  Indebtedness,  Capitalized  Lease  Obligations or Permitted  Refinancings
permitted  hereunder  in reliance  upon  Section  8.1(b) or (c) set forth in the
Contractual   Obligations   governing  such   Indebtedness,   Capitalized  Lease
Obligations  or  Permitted  Refinancing  or Guaranty  Obligations  with  respect
thereto.

                  Section  8.11  Modification  of  Certain  Documents.  No Group
Member shall do any of the following:

                  (a) waive or otherwise modify any term of any Related Document
or any Constituent  Document of, or otherwise  change the capital  structure of,
any Group Member (including the terms of any of their outstanding Stock or Stock
Equivalents),  in each case except for those  modifications and waivers that (x)
do not elect, or permit the election, to treat the Stock or Stock Equivalents of

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any limited liability company (or similar entity) as certificated and (y) do not
materially  and adversely  affect the rights and  privileges of any Group Member
and do not  materially  and adversely  affect the interests of any Secured Party
under the Loan Documents or in the Collateral;

                  (b) waive or  otherwise  modify  any term of any  Subordinated
Debt in a manner  contrary to any applicable  subordination  agreement or in any
manner that would not be permitted as a Permitted Refinancing thereof; or

                  (c) permit any  Indebtedness  (other than the  Obligations and
the Term Loan  Obligations)  to qualify as  "Designated  Senior  Debt" under the
Senior   Subordinated  Notes  Indenture  or  permit  the  Obligations  to  cease
qualifying  as such or as "Senior  Debt" as  defined in the Senior  Subordinated
Notes Indenture.

                  Section 8.12 Accounting Changes;  Fiscal Year. No Group Member
shall change its (a)  accounting  treatment or  reporting  practices,  except as
permitted or required by GAAP or any  Requirement of Law, or (b) its Fiscal Year
or its method for determining  Fiscal  Quarters or Fiscal Months;  provided that
upon  thirty  (30)  days'  prior  notice to the  Administrative  Agent the Group
Members may change  their  Fiscal  Year,  Fiscal  Quarter or Fiscal  Month (such
change to be applicable to all Group Members included in consolidated  financial
reporting under GAAP);  provided,  further,  that (i) such change does not defer
the delivery of audited financial statements required hereunder by more than one
Fiscal Quarter and (ii) the Borrower  shall deliver such  financial  information
(including  reconciliations if required under GAAP) as the Administrative  Agent
may reasonably request with respect to such change in Fiscal Year.

                  Section 8.13 Margin Regulations. No Group Member shall use all
or any portion of the proceeds of any credit  extended  hereunder to purchase or
carry margin stock  (within the meaning of  Regulation U of the Federal  Reserve
Board) in contravention of Regulation U of the Federal Reserve Board.

                  Section 8.14  Compliance  with ERISA. No ERISA Affiliate shall
cause or suffer to exist (a) any event that could result in the  imposition of a
Lien with  respect to any Title IV Plan or  Multiemployer  Plan or (b) any other
ERISA Event,  that would, in the aggregate,  have a Material Adverse Effect.  No
Group  Member  shall cause or suffer to exist any event that could result in the
imposition of a Lien with respect to any Benefit Plan.

                  Section 8.15 Hazardous Materials. No Group Member shall cause,
or permit any other Person to cause,  any Release of any Hazardous  Material at,
to or from any real property owned,  leased,  subleased or otherwise operated or
occupied by any Group Member that would violate any Environmental  Law, form the
basis for any Environmental  Liabilities or otherwise adversely affect the value
or  marketability  of any real  property  (whether  or not  owned  by any  Group
Member), other than such violations,  Environmental Liabilities and effects that
would not, in the aggregate, have a Material Adverse Effect.

                                   ARTICLE 9
                                EVENTS OF DEFAULT

                  Section  9.1  Definition.  Each of the  following  shall be an
Event of Default:

                  (a) the  Borrower  shall fail to pay (i) any  principal of any
Loan or any L/C  Reimbursement  Obligation when the same becomes due and payable
or (ii) any interest on any Loan,  any fee under any Loan  Document or any other
Obligation  (other than those set forth in clause (i) above) and, in the case of

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this clause (ii),  such  non-payment  continues  for a period of 3 Business Days
after the due date therefor; or

                  (b) any  representation,  warranty  or  certification  made or
deemed  made by or on behalf of any Loan Party in any Loan  Document or by or on
behalf of any Loan Party (or any Responsible Officer thereof) in connection with
any Loan Document  (including in any document  delivered in connection  with any
Loan Document)  shall prove to have been incorrect in any material  respect when
made or deemed made; or

                  (c) any Loan Party shall fail to comply with (i) any provision
of  Section  6.1  (Financial   Statements),   6.2(a)(i)   (Other  Events),   7.1
(Maintenance  of  Corporate  Existence),  7.9 (Use of  Proceeds) or Article VIII
(Negative  Covenants) or (ii) any other  provision of any Loan  Document  (other
than those  specified in clauses (a), (b) and (c)(i) of this Section 9.1) if, in
the case of this clause (ii),  such failure shall remain  unremedied for 30 days
after the earlier of (A) the date on which a Responsible Officer of the Borrower
becomes  aware of such  failure and (B) the date on which notice  thereof  shall
have been given to the  Borrower  by the  Administrative  Agent or the  Required
Lenders; or

                  (d) (i) any Group  Member  shall fail to make any payment when
due (whether due because of scheduled maturity,  required prepayment provisions,
acceleration,  demand or otherwise), after giving effect to any applicable grace
period,  on any  Indebtedness of any Group Member (other than the Obligations or
any Hedging  Agreement)  and, in each case, such failure relates to Indebtedness
having a  principal  amount of  $5,000,000  or more,  (ii) any other event shall
occur or condition shall exist under any Contractual  Obligation relating to any
such Indebtedness  (other than the Obligations),  if the effect of such event or
condition is to accelerate,  or to permit the  acceleration  of, the maturity of
such Indebtedness having an individual  principal amount in excess of $5,000,000
or (iii) any such Indebtedness (other than the Obligations) having an individual
principal  amount in excess of $5,000,000  shall become or be declared to be due
and payable,  or be required to be prepaid,  redeemed,  defeased or  repurchased
(other than by a regularly scheduled required  prepayment),  prior to the stated
maturity thereof; or

                  (e) (i) any Group Member shall  generally not pay its debts as
such debts  become due,  shall admit in writing its  inability  to pay its debts
generally or shall make a general assignment for the benefit of creditors,  (ii)
any  proceeding  shall be instituted  by or against any Group Member  seeking to
adjudicate  it a bankrupt  or  insolvent  or seeking  liquidation,  winding  up,
reorganization,  arrangement,  adjustment, protection, relief, composition of it
or its debts or any similar  order,  in each case under any  Requirement  of Law
relating to  bankruptcy,  insolvency or  reorganization  or relief of debtors or
seeking  the entry of an order for  relief or the  appointment  of a  custodian,
receiver,  trustee,  conservator,  liquidating agent, liquidator,  other similar
official or other official with similar  powers,  in each case for it or for any
substantial  part of its  property  and,  in the  case of any  such  proceedings
instituted against (but not by or with the consent of) any Group Member,  either
such proceedings shall remain undismissed or unstayed for a period of 60 days or
more or any action  sought in such  proceedings  shall  occur or (iii) any Group
Member  shall  take any  corporate  or  similar  action or any  other  action to
authorize any action described in clause (i) or (ii) above; or

                  (f) one or more judgments, orders or decrees (or other similar
process) shall be rendered  against any Group Member (i)(A) in the case of money
judgments,  orders and decrees, involving an aggregate amount (excluding amounts
adequately  covered by insurance  payable to any Group Member, to the extent the
relevant  insurer has not denied  coverage  therefor) in excess of $5,000,000 or
(B) otherwise,  that would have, in the aggregate, a Material Adverse Effect and
(ii)(A)  enforcement  proceedings shall have been commenced by any creditor upon
any such judgment,  order or decree or (B) such judgment,  order or decree shall
not have been  vacated or  discharged  for a period of 30  consecutive  days and

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there shall not be in effect (by reason of a pending  appeal or  otherwise)  any
stay of enforcement thereof; or

                  (g)  except  pursuant  to a  valid,  binding  and  enforceable
termination  or release  permitted  under the Loan Documents and executed by the
Administrative  Agent  or  as  otherwise  expressly  permitted  under  any  Loan
Document,  (i) any provision of any Loan Document  shall,  at any time after the
delivery of such Loan Document,  fail to be valid and binding on, or enforceable
against,  any Loan Party party  thereto,  (ii) any Loan  Document  purporting to
grant a Lien to secure any Obligation  shall,  at any time after the delivery of
such  Loan  Document,  fail  to  create  a  valid  and  enforceable  Lien on any
Collateral that  constitutes  part of the Borrowing Base or any material portion
of any other Collateral  purported to be covered thereby or such Lien shall fail
or cease to be a perfected Lien with the priority  required in the relevant Loan
Document on any Collateral  that  constitutes  part of the Borrowing Base or any
material  portion of any other Collateral or (iii) any  subordination  provision
pertaining  to  Subordinated  Debt  shall,  in whole or in  part,  terminate  or
otherwise fail or cease to be valid and binding on, or  enforceable  against any
holder of Subordinated  Debt or any trustee or  representative  thereof,  or any
Group Member  shall state in writing that any of the events  described in clause
(i), (ii) or (iii) above shall have occurred; or

                  (h)  any   information   contained  in  any   Borrowing   Base
Certificate  is untrue or  incorrect  in any respect  (other  than  inadvertent,
immaterial errors not exceeding  $250,000 in the aggregate in any Borrowing Base
Certificate),  or any  representation or warranty herein or in any Loan Document
or in any written statement,  report,  financial statement or certificate (other
than a Borrowing Base Certificate) made or delivered to the Administrative Agent
or any Lender by any Loan Party is untrue or incorrect  in any material  respect
(without duplication of materiality qualifiers contained therein) as of the date
when made or deemed made; or

                  (i) there shall occur any Change of Control.

                  Section 9.2 Remedies.  During the  continuance of any Event of
Default,  the  Administrative  Agent may,  and, at the  request of the  Required
Lenders,  shall,  in each case by notice to the  Borrower and in addition to any
other right or remedy  provided  under any Loan  Document  or by any  applicable
Requirement of Law, do each of the following:  (a) declare all or any portion of
the  Commitments  terminated,  whereupon the  Commitments  shall  immediately be
reduced  by such  portion  or,  in the case of a  termination  in  whole,  shall
terminate together with any obligation any Lender may have hereunder to make any
Loan and any L/C Issuer may have  hereunder to Issue any Letter of Credit or (b)
declare immediately due and payable all or part of any Obligation (including any
accrued  but  unpaid  interest   thereon),   whereupon  the  same  shall  become
immediately due and payable,  without  presentment,  demand,  protest or further
notice or other  requirements  of any kind,  all of which are  hereby  expressly
waived by the Borrower (and, to the extent  provided in any other Loan Document,
other Loan Parties);  provided,  however,  that, effective  immediately upon the
occurrence  of the Events of Default  specified in Section  9.1(e)(ii),  (x) the
Commitments  of each Lender to make Loans and the  commitment of each L/C Issuer
to Issue Letters of Credit shall each  automatically  be terminated and (y) each
Obligation  (including in each case any accrued all accrued but unpaid  interest
thereon) shall automatically become and be due and payable, without presentment,
demand, protest or further notice or other requirement of any kind, all of which
are hereby  expressly waived by the Borrower (and, to the extent provided in any
other Loan Document, any other Loan Party).

                  Section  9.3  Actions in Respect of Letters of Credit.  At any
time (i) upon the Termination  Date,  (ii) after the  Termination  Date when the
aggregate  funds on deposit in L/C Cash  Collateral  Accounts shall be less than
105% of the L/C  Obligations for all Letters of Credit at such time and (iii) as
required by Section 2.12, the Borrower shall pay to the Administrative  Agent in

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immediately available funds at the Administrative  Agent's office referred to in
Section 11.11, for deposit in a L/C Cash Collateral Account, the amount required
so that,  after such  payment,  the  aggregate  funds on deposit in the L/C Cash
Collateral  Accounts  equals  or  exceeds  105% of the L/C  Obligations  for all
Letters  of  Credit at such time  (not to  exceed,  in the case of clause  (iii)
above,  the  payment to be applied  pursuant  to  Section  2.12 to provide  cash
collateral for Letters of Credit).

                                   ARTICLE 10
                            THE ADMINISTRATIVE AGENT

                  Section 10.1  Appointment  and Duties(a) . (a)  Appointment of
Administrative Agent. Each Lender and each L/C Issuer hereby appoints GE Capital
(together with any successor  Administrative  Agent pursuant to Section 10.9) as
the Administrative  Agent hereunder and authorizes the  Administrative  Agent to
(i) execute and deliver the Loan  Documents and accept  delivery  thereof on its
behalf  from any  Group  Member,  (ii) take such  action  on its  behalf  and to
exercise all rights, powers and remedies and perform the duties as are expressly
delegated  to the  Administrative  Agent  under  such Loan  Documents  and (iii)
exercise such powers as are reasonably incidental thereto. Without limitation of
the foregoing, each Lender acknowledges that it has been provided with a copy of
the Intercreditor  Agreement,  authorizes the Administrative Agent to enter into
such Intercreditor Agreement, agrees that upon the execution and delivery of the
Intercreditor  Agreement by the parties  thereto,  such Lender shall be bound by
the terms of the  Intercreditor  Agreement,  the terms of which,  to the  extent
inconsistent with this Agreement and the other Loan Documents shall govern.

                  (b)  Duties  as  Collateral  and  Disbursing  Agent.   Without
limiting the generality of clause (a) above, the Administrative Agent shall have
the sole and exclusive  right and authority (to the exclusion of the Lenders and
L/C  Issuers),  and is  hereby  authorized,  to (i)  act as the  disbursing  and
collecting  agent  for the  Lenders  and the L/C  Issuers  with  respect  to all
payments  and  collections   arising  in  connection  with  the  Loan  Documents
(including  in any  proceeding  described  in  Section  9.1(e)(ii)  or any other
bankruptcy,  insolvency  or  similar  proceeding),  and each  Person  making any
payment in  connection  with any Loan  Document to any  Secured  Party is hereby
authorized to make such payment to the Administrative Agent, (ii) file and prove
claims and file other  documents  necessary  or desirable to allow the claims of
the Secured  Parties with respect to any Obligation in any proceeding  described
in Section 9.1(e)(ii) or any other bankruptcy,  insolvency or similar proceeding
(but not to vote,  consent or otherwise  act on behalf of such  Secured  Party),
(iii)  act as  collateral  agent for each  Secured  Party  for  purposes  of the
perfection of all Liens created by such agreements and all other purposes stated
therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take
such other action as is necessary  or desirable to maintain the  perfection  and
priority of the Liens created or purported to be created by the Loan  Documents,
(vi) except as may be  otherwise  specified in any Loan  Document,  exercise all
remedies given to the  Administrative  Agent and the other Secured  Parties with
respect  to  the  Collateral,  whether  under  the  Loan  Documents,  applicable
Requirements  of Law or otherwise  and (vii) execute any  amendment,  consent or
waiver under the Loan  Documents  on behalf of any Lender that has  consented in
writing  to such  amendment,  consent  or waiver;  provided,  however,  that the
Administrative Agent hereby appoints, authorizes and directs each Lender and L/C
Issuer to act as collateral sub-agent for the Administrative  Agent, the Lenders
and the L/C Issuers for purposes of the  perfection of all Liens with respect to
the Collateral,  including any deposit account  maintained by a Loan Party with,
and cash and Cash  Equivalents  held by,  such  Lender  or L/C  Issuer,  and may
further  authorize  and direct the Lenders  and the L/C Issuers to take  further
actions  as  collateral  sub-agents  for  purposes  of  enforcing  such Liens or
otherwise  to transfer  the  Collateral  subject  thereto to the  Administrative
Agent, and each Lender and L/C Issuer hereby agrees to take such further actions
to the extent, and only to the extent, so authorized and directed.

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                  (c)   Limited   Duties.   Under   the  Loan   Documents,   the
Administrative  Agent (i) is acting  solely on behalf of the Lenders and the L/C
Issuers  (except to the limited extent  provided in Section 2.14(b) with respect
to  the  Register  and  in  Section  10.11),   with  duties  that  are  entirely
administrative  in  nature,   notwithstanding   the  use  of  the  defined  term
"Administrative   Agent",   the  terms  "agent",   "administrative   agent"  and
"collateral  agent"  and  similar  terms  in any Loan  Document  to refer to the
Administrative  Agent, which terms are used for title purposes only, (ii) is not
assuming any  obligation  under any Loan  Document  other than as expressly  set
forth  therein or any role as agent,  fiduciary or trustee of or for any Lender,
L/C Issuer or any other Secured Party and (iii) shall have no implied functions,
responsibilities,  duties,  obligations  or  other  liabilities  under  any Loan
Document,  and each Lender and L/C Issuer hereby waives and agrees not to assert
any claim against the Administrative  Agent based on the roles, duties and legal
relationships expressly disclaimed in clauses (i) through (iii) above.

                  Section 10.2 Binding  Effect.  Each Lender and each L/C Issuer
agrees that (i) any action  taken by the  Administrative  Agent or the  Required
Lenders (or, if expressly  required hereby, a greater proportion of the Lenders)
in accordance with the provisions of the Loan  Documents,  (ii) any action taken
by the  Administrative  Agent in  reliance  upon the  instructions  of  Required
Lenders (or, where so required,  such greater proportion) and (iii) the exercise
by the Administrative Agent or the Required Lenders (or, where so required, such
greater  proportion)  of the powers set forth herein or therein,  together  with
such other powers as are reasonably incidental thereto,  shall be authorized and
binding upon all of the Secured Parties.

                  Section  10.3 Use of  Discretion(a)  . (a) No  Action  without
Instructions.  The  Administrative  Agent shall not be required to exercise  any
discretion or take, or to omit to take,  any action,  including  with respect to
enforcement or  collection,  except any action it is required to take or omit to
take (i) under any Loan  Document  or (ii)  pursuant  to  instructions  from the
Required Lenders (or, where expressly required by the terms of this Agreement, a
greater proportion of the Lenders).

                  (b) Right Not to Follow Certain Instructions.  Notwithstanding
clause (a) above, the Administrative  Agent shall not be required to take, or to
omit to take,  any action (i) unless,  upon  demand,  the  Administrative  Agent
receives an  indemnification  satisfactory  to it from the  Lenders  (or, to the
extent applicable and acceptable to the Administrative  Agent, any other Secured
Party) against all Liabilities  that, by reason of such action or omission,  may
be imposed on, incurred by or asserted against the  Administrative  Agent or any
Related  Person  thereof or (ii) that is, in the  opinion of the  Administrative
Agent or its counsel, contrary to any Loan Document or applicable Requirement of
Law.

                  Section   10.4   Delegation   of  Rights   and   Duties.   The
Administrative  Agent may, upon any term or condition it specifies,  delegate or
exercise any of its rights,  powers and remedies under,  and delegate or perform
any of its duties or any other action with  respect to, any Loan  Document by or
through any trustee, co-agent,  employee,  attorney-in-fact and any other Person
(including any Secured Party). Any such Person shall benefit from this Article X
to the extent provided by the Administrative Agent.

                  Section   10.5   Reliance   and   Liability(a)   .   (a)   The
Administrative Agent may, without incurring any liability  hereunder,  (i) treat
the  payee of any Note as its  holder  until  such  Note  has been  assigned  in
accordance  with  Section  11.2(e),  (ii) rely on the Register to the extent set
forth in Section  2.14,  (iii)  consult  with any of its  Related  Persons  and,
whether or not selected by it, any other advisors, accountants and other experts
(including  advisors to, and accountants and experts engaged by, any Loan Party)
and (iv)  rely  and act  upon any  document  and  information  (including  those
transmitted   by  Electronic   Transmission)   and  any  telephone   message  or
conversation, in each case believed by it to be genuine and transmitted,  signed
or otherwise authenticated by the appropriate parties.

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                                                   [DAYTON SUPERIOR CORPORATION]

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                  (b) None of the  Administrative  Agent and its Related Persons
shall be liable for any action taken or omitted to be taken by any of them under
or in  connection  with any Loan  Document,  and each  Lender,  L/C Issuer,  the
Borrower  hereby waive and shall not assert (and the  Borrower  shall cause each
other Loan Party to waive and agree not to assert) any right,  claim or cause of
action based thereon,  except to the extent of liabilities  resulting  primarily
from the gross negligence or willful misconduct of the Administrative  Agent or,
as the  case  may be,  such  Related  Person  (each  as  determined  in a final,
non-appealable judgment by a court of competent jurisdiction) in connection with
the duties  expressly  set forth herein.  Without  limiting the  foregoing,  the
Administrative Agent:

                    (i) shall not be  responsible or otherwise  incur  liability
               for  any  action  or  omission   taken  in   reliance   upon  the
               instructions  of the  Required  Lenders  or for  the  actions  or
               omissions of any of its Related Persons  selected with reasonable
               care  (other  than  employees,  officers  and  directors  of  the
               Administrative Agent, when acting on behalf of the Administrative
               Agent);

                    (ii) shall not be  responsible  to any Secured Party for the
               due execution, legality, validity, enforceability, effectiveness,
               genuineness,   sufficiency  or  value  of,  or  the   attachment,
               perfection  or priority of any Lien  created or  purported  to be
               created under or in connection with, any Loan Document;

                    (iii) makes no warranty or representation,  and shall not be
               responsible,  to any Secured Party for any  statement,  document,
               information,  representation  or warranty made or furnished by or
               on behalf of any Related  Person or any Loan Party in  connection
               with any Loan Document or any transaction contemplated therein or
               any other document or information with respect to any Loan Party,
               whether or not  transmitted  or (except for  documents  expressly
               required  under  any  Loan  Document  to be  transmitted  to  the
               Lenders) omitted to be transmitted by the  Administrative  Agent,
               including  as  to  completeness,   accuracy,  scope  or  adequacy
               thereof, or for the scope, nature or results of any due diligence
               performed by the Administrative Agent in connection with the Loan
               Documents; and

                    (iv) shall not have any duty to  ascertain  or to inquire as
               to the  performance  or  observance  of any provision of any Loan
               Document, whether any condition set forth in any Loan Document is
               satisfied or waived,  as to the  financial  condition of any Loan
               Party  or  as  to  the  existence  or  continuation  or  possible
               occurrence or continuation of any Default or Event of Default and
               shall  not  be  deemed  to  have  notice  or  knowledge  of  such
               occurrence or  continuation  unless it has received a notice from
               the Borrower, any Lender or L/C Issuer describing such Default or
               Event of Default  clearly  labeled  "notice of default" (in which
               case the Administrative  Agent shall promptly give notice of such
               receipt to all Lenders);

and,  for each of the items set forth in clauses  (i) through  (iv) above,  each
Lender, L/C Issuer, the Borrower hereby waives and agrees not to assert (and the
Borrower shall cause each other Loan Party to waive and agree not to assert) any
right, claim or cause of action it might have against the  Administrative  Agent
based thereon.

                  Section   10.6   Administrative   Agent   Individually.    The
Administrative  Agent and its Affiliates may make loans and other  extensions of
credit  to,  acquire  Stock  and  Stock  Equivalents  of,  engage in any kind of
business with, any Loan Party or Affiliate  thereof as though it were not acting
as  Administrative  Agent  and may  receive  separate  fees and  other  payments
therefor.  To the extent the Administrative Agent or any of its Affiliates makes
any Loan or otherwise becomes a Lender hereunder, it shall have and may exercise
the  same  rights  and  powers  hereunder  and  shall  be  subject  to the  same
obligations  and  liabilities  as any  other  Lender  and  the  terms  "Lender",

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                                                   [DAYTON SUPERIOR CORPORATION]

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"Required Lender", and any similar terms shall, except where otherwise expressly
provided in any Loan Document,  include, without limitation,  the Administrative
Agent or such  Affiliate,  as the case may be,  in its  individual  capacity  as
Lender or as one of the Required Lenders, respectively.

                  Section 10.7 Lender Credit Decision.  Each Lender and each L/C
Issuer  acknowledges that it shall,  independently and without reliance upon the
Administrative  Agent,  any Lender or L/C Issuer or any of their Related Persons
or upon any document  (including  the  Disclosure  Documents)  solely or in part
because such document was transmitted by the Administrative  Agent or any of its
Related  Persons,  conduct its own  independent  investigation  of the financial
condition  and affairs of each Loan Party and make and  continue to make its own
credit  decisions in connection with entering into, and taking or not taking any
action under, any Loan Document or with respect to any transaction  contemplated
in any Loan Document, in each case based on such documents and information as it
shall deem  appropriate.  Except for  documents  expressly  required by any Loan
Document to be  transmitted  by the  Administrative  Agent to the Lenders or L/C
Issuers,  the Administrative  Agent shall not have any duty or responsibility to
provide any Lender or L/C Issuer with any credit or other information concerning
the business, prospects,  operations, property, financial and other condition or
creditworthiness  of any Loan Party or any  Affiliate of any Loan Party that may
come in to the  possession  of the  Administrative  Agent or any of its  Related
Persons.

                  Section 10.8 Expenses; Indemnities(a) . (a) Each Lender agrees
to reimburse the  Administrative  Agent and each of its Related  Persons (to the
extent not reimbursed by any Loan Party)  promptly upon demand for such Lender's
Pro  Rata  Share  of  any  costs  and  expenses  (including  fees,  charges  and
disbursements of financial, legal and other advisors and Other Taxes paid in the
name  of,  or on  behalf  of,  any  Loan  Party)  that  may be  incurred  by the
Administrative  Agent  or any of its  Related  Persons  in  connection  with the
preparation,  syndication,  execution, delivery,  administration,  modification,
consent,  waiver or  enforcement  (whether  through  negotiations,  through  any
work-out,  bankruptcy,  restructuring  or other  legal or  other  proceeding  or
otherwise)  of, or legal  advice in respect  of its  rights or  responsibilities
under, any Loan Document.

                  (b) Each Lender further agrees to indemnify the Administrative
Agent and each of its Related  Persons (to the extent not reimbursed by any Loan
Party),  from  and  against  such  Lender's  aggregate  Pro  Rata  Share  of the
Liabilities  (including taxes,  interests and penalties imposed for not properly
withholding  or backup  withholding on payments made to on or for the account of
any  Lender)  that may be  imposed  on,  incurred  by or  asserted  against  the
Administrative  Agent or any of its Related Persons in any matter relating to or
arising  out of, in  connection  with or as a result of any Loan  Document,  any
Related Document or any other act, event or transaction related, contemplated in
or attendant to any such document, or, in each case, any action taken or omitted
to be taken by the  Administrative  Agent or any of its Related Persons under or
with respect to any of the foregoing; provided, however, that no Lender shall be
liable to the  Administrative  Agent or any of its Related Persons to the extent
such  liability  has resulted  primarily  from the gross  negligence  or willful
misconduct  of the  Administrative  Agent or, as the case may be,  such  Related
Person,  as  determined  by  a  court  of  competent  jurisdiction  in  a  final
non-appealable judgment or order.

                  Section  10.9  Resignation  of  Administrative  Agent  or  L/C
Issuer(a) . (a) The  Administrative  Agent may resign at any time by  delivering
notice of such  resignation  to the Lenders and the  Borrower,  effective on the
date set forth in such  notice or, if not such date is set forth  therein,  upon
the date such notice shall be effective.  If the  Administrative  Agent delivers
any such  notice,  the  Required  Lenders  shall  have the  right to  appoint  a
successor   Administrative   Agent.  If,  within  30  days  after  the  retiring
Administrative   Agent  having  given  notice  of   resignation,   no  successor
Administrative  Agent  has  been  appointed  by the  Required  Lenders  that has
accepted such appointment, then the retiring Administrative Agent may, on behalf
of the Lenders, appoint a successor Administrative Agent from among the Lenders.

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                                                   [DAYTON SUPERIOR CORPORATION]

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Each appointment  under this clause (a) shall be subject to the prior consent of
the Borrower,  which may not be unreasonably  withheld but shall not be required
during the continuance of a Default.

                  (b)  Effective  immediately  upon  its  resignation,  (i)  the
retiring   Administrative   Agent  shall  be  discharged  from  its  duties  and
obligations under the Loan Documents,  (ii) the Lenders shall assume and perform
all of the duties of the Administrative  Agent until a successor  Administrative
Agent shall have  accepted a valid  appointment  hereunder,  (iii) the  retiring
Administrative Agent and its Related Persons shall no longer have the benefit of
any provision of any Loan Document  other than with respect to any actions taken
or omitted to be taken while such retiring  Administrative Agent was, or because
such Administrative Agent had been, validly acting as Administrative Agent under
the Loan  Documents  and (iv)  subject to its rights  under  Section  10.3,  the
retiring  Administrative  Agent  shall  take such  action  as may be  reasonably
necessary  to  assign  to the  successor  Administrative  Agent  its  rights  as
Administrative  Agent under the Loan Documents.  Effective  immediately upon its
acceptance  of  a  valid  appointment  as  Administrative   Agent,  a  successor
Administrative  Agent shall succeed to, and become vested with,  all the rights,
powers,  privileges  and duties of the retiring  Administrative  Agent under the
Loan Documents.

                  (c) Any L/C Issuer may resign at any time by delivering notice
of such resignation to the Administrative Agent, effective on the date set forth
in such notice or, if no such date is set forth therein, on the date such notice
shall be effective.  Upon such  resignation,  the L/C Issuer shall remain an L/C
Issuer  and shall  retain its rights and  obligations  in its  capacity  as such
(other than any obligation to Issue Letters of Credit but including the right to
receive fees or to have Lenders participate in any L/C Reimbursement  Obligation
thereof)  with  respect to Letters of Credit  issued by such L/C Issuer prior to
the date of such  resignation  and shall  otherwise be discharged from all other
duties and obligations under the Loan Documents.

                  Section 10.10 Release of Collateral or Guarantors. Each Lender
and  L/C  Issuer  hereby   consents  to  the  release  and  hereby  directs  the
Administrative  Agent to  release  (or,  in the case of  clause  (b)(ii)  below,
release or subordinate) the following:

                  (a) any  Subsidiary  of the Borrower  from its guaranty of any
Obligation of any Loan Party if all of the Securities of such  Subsidiary  owned
by any  Group  Member  are Sold in a Sale  permitted  under  the Loan  Documents
(including  pursuant to a waiver or consent),  to the extent that,  after giving
effect to such Sale,  such  Subsidiary  would not be required  to  guaranty  any
Obligations pursuant to Section 7.10; and

                  (b) any Lien held by the Administrative  Agent for the benefit
of the Secured  Parties  against (i) any Collateral that is Sold by a Loan Party
in a Sale permitted by the Loan Documents  (including pursuant to a valid waiver
or consent),  to the extent all Liens required to be granted in such  Collateral
pursuant to Section  7.10 after  giving  effect to such Sale have been  granted,
(ii) any property subject to a Lien permitted hereunder in reliance upon Section
8.2(d) or (e) and (iii) all of the  Collateral  and all Loan  Parties,  upon (A)
termination  of the  Commitments,  (B) payment and  satisfaction  in full of all
Loans, all L/C Reimbursement  Obligations and all other Obligations  (other than
contingent indemnification  Obligations not relating to Letters of Credit and as
to  which  no  underlying   claim  has  arisen  or  been   asserted)   that  the
Administrative  Agent has been  notified  in writing are then due and payable by
the holder of such  Obligation,  and (C) deposit of cash collateral with respect
to all contingent Obligations (or, in the case of any L/C Obligation, deposit of
funds in the  applicable L/C Cash  Collateral  Account equal to at least 105% of
such  L/C  Obligation,  or to the  extent  acceptable  to the L/C  Issuers,  the
issuance  of back-to  back  letters of credit  issued by issuers and in form and
substance  reasonably  satisfactory in all respects to the applicable L/C Issuer
and the Administrative  Agent and in an amount equal to 105% of each outstanding

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                                                   [DAYTON SUPERIOR CORPORATION]

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Letter of  Credit),  in amounts  and on terms and  conditions  and with  parties
reasonably satisfactory to the Administrative Agent.

Each Lender and L/C Issuer  hereby  directs the  Administrative  Agent,  and the
Administrative  Agent hereby agrees,  upon receipt of reasonable  advance notice
from the Borrower,  to execute and deliver or file such documents and to perform
other actions reasonably  necessary to release the guaranties and Liens when and
as directed in this Section 10.10.

                  Section 10.11 Additional  Secured Parties.  The benefit of the
provisions of the Loan Documents directly relating to the Collateral or any Lien
granted thereunder shall extend to and be available to any Secured Party that is
not a Lender or L/C Issuer as long as, by accepting such benefits,  such Secured
Party agrees, as among the  Administrative  Agent and all other Secured Parties,
that such Secured  Party is bound by (and,  if  requested by the  Administrative
Agent,  shall  confirm  such  agreement  in a  writing  in  form  and  substance
acceptable to the  Administrative  Agent) this Article X, Section 11.8 (Right of
Setoff),  Section 11.9 (Sharing of Payments) and Section 11.20 (Confidentiality)
and the  decisions  and  actions of the  Administrative  Agent and the  Required
Lenders (or, where expressly required by the terms of this Agreement,  a greater
proportion  of the  Lenders)  to the same  extent a Lender is  bound;  provided,
however,  that,  notwithstanding the foregoing,  (a) such Secured Party shall be
bound by Section 10.8 only to the extent of Liabilities, costs and expenses with
respect to or otherwise  relating to the Collateral held for the benefit of such
Secured Party,  in which case the  obligations of such Secured Party  thereunder
shall not be limited by any  concept of Pro Rata Share or similar  concept,  (b)
except as set forth specifically  herein, each of the Administrative  Agent, the
Lenders  and the L/C Issuers  shall be  entitled to act at its sole  discretion,
without regard to the interest of such Secured Party,  regardless of whether any
Obligation to such Secured Party thereafter remains outstanding,  is deprived of
the benefit of the Collateral, becomes unsecured or is otherwise affected or put
in jeopardy thereby,  and without any duty or liability to such Secured Party or
any such  Obligation  and (c)  except as set  forth  specifically  herein,  such
Secured  Party shall not have any right to be notified of,  consent to,  direct,
require or be heard with  respect to, any action  taken or omitted in respect of
the Collateral or under any Loan Document.

                                   ARTICLE 11
                                  MISCELLANEOUS

                  Section 11.1 Amendments,  Waivers, Etc.(a) (a) No amendment or
waiver of any  provision of any Loan  Document  (other than the Fee Letter,  the
Control  Agreements,  the L/C  Reimbursement  Agreements and the Secured Hedging
Agreements) and no consent to any departure by any Loan Party therefrom shall be
effective  unless the same shall be in writing  and signed (1) in the case of an
amendment,  consent  or  waiver  to cure  any  ambiguity,  omission,  defect  or
inconsistency  or granting a new Lien for the benefit of the Secured  Parties or
extending an existing Lien over additional property, by the Administrative Agent
and the  Borrower,  (2) in the  case of any  other  waiver  or  consent,  by the
Required  Lenders  (or by the  Administrative  Agent  with  the  consent  of the
Required  Lenders) and (3) in the case of any other  amendment,  by the Required
Lenders  (or by the  Administrative  Agent  with  the  consent  of the  Required
Lenders) and the Borrower;  provided,  however,  that no  amendment,  consent or
waiver described in clause (2) or (3) above shall,  unless in writing and signed
by each Lender directly  affected thereby (or by the  Administrative  Agent with
the consent of such  Lender),  in addition to any other Person the  signature of
which  is  otherwise  required  pursuant  to any  Loan  Document,  do any of the
following:

                    (i) waive any condition specified in Section 3.1, except any
               condition referring to any other provision of any Loan Document;

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                                                   [DAYTON SUPERIOR CORPORATION]

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                    (ii) increase the  Commitment of such Lender or subject such
               Lender to any additional obligation;  provided, that increases in
               the aggregate  amount of the  Commitments  shall only require the
               consent of the Required  Lenders and each Lender  providing  such
               increase in the Commitments;

                    (iii)  reduce  (including   through  release,   forgiveness,
               assignment  or  otherwise)  (A)  the  principal  amount  of,  the
               interest  rate on, or any  obligation  of the  Borrower  to repay
               (whether or not on a fixed date),  any outstanding  Loan owing to
               such  Lender,  (B) any fee or  accrued  interest  payable to such
               Lender or (C) any L/C Reimbursement  Obligation or any obligation
               of the Borrower to repay (whether or not on a fixed date) any L/C
               Reimbursement  Obligation;  provided,  however,  that this clause
               (iii)  does not apply to any change to any  provision  increasing
               any interest  rate or fee during the  continuance  of an Event of
               Default or to any payment of any such increase;

                    (iv) waive or postpone any scheduled  maturity date or other
               scheduled  date fixed for the  payment,  in whole or in part,  of
               principal  of or interest on any Loan or fee owing to such Lender
               or for the  reduction  of  such  Lender's  Commitment;  provided,
               however,  that this  clause  (iv) does not apply to any change to
               mandatory  prepayments,  including  those  required under Section
               2.1(c) and Section  2.8, or to the  application  of any  payment,
               including as set forth in Section 2.12;

                    (v) except as  provided  in Section  10.10,  release  all or
               substantially  all of the  Collateral or any  Guarantor  from its
               guaranty of any Obligation of the Borrower;

                    (vi) reduce or increase the  proportion of Lenders  required
               for the  Lenders  (or any  subset  thereof)  to take  any  action
               hereunder  or  change  the  definition  of  the  terms  "Required
               Lenders", "Pro Rata Share" or "Pro Rata Outstandings"; or

                    (vii)  amend  Section   10.10   (Release  of  Collateral  or
               Guarantor),  Section  11.9  (Sharing of Payments) or this Section
               11.1;

and provided, further, that (x) no amendment, waiver or consent shall affect the
rights  or  duties  under  any  Loan   Document  of,  or  any  payment  to,  the
Administrative  Agent (or  otherwise  modify any  provision  of Article X or the
application  thereof),  the Swingline Lender, any L/C Issuer or any SPV that has
been granted an option  pursuant to Section 11.2(f) unless in writing and signed
by the  Administrative  Agent, the Swingline Lender,  such L/C Issuer or, as the
case may be, such SPV in addition to any signature otherwise  required,  (y) the
consent of the  Borrower  shall not be  required to change any order of priority
set forth in Section 2.12 and (z) no amendment or modification of Section 2.1(b)
or  Section  2.1(c)  that  increases  the  amount  of  Overadvances  that may be
outstanding  at any time shall be effective  unless signed by the  Supermajority
Lenders.  No  amendment,  modification  or waiver of this  Agreement or any Loan
Document  altering the ratable  treatment of  Obligations  arising under Secured
Hedging Agreement resulting in such Obligations being junior in right of payment
to  principal  of the Loans or  resulting  in  Obligations  owing to any Secured
Hedging Counterparty being unsecured (other than releases of Liens in accordance
with the terms hereof),  in each case in a manner adverse to any Secured Hedging
Counterparty,  shall be  effective  without the written  consent of such Secured
Hedging  Counterparty or, in the case of a Secured Hedging Agreement provided or
arranged by the Administrative Agent or an Affiliate thereof, the Administrative
Agent.

                  (b) Each waiver or consent  under any Loan  Document  shall be
effective only in the specific  instance and for the specific  purpose for which
it was given.  No notice to or demand on any Loan Party  shall  entitle any Loan
Party to any notice or demand in the same,  similar or other  circumstances.  No

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                                                   [DAYTON SUPERIOR CORPORATION]

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failure  on the  part  of any  Secured  Party  to  exercise,  and  no  delay  in
exercising, any right hereunder shall operate as a waiver thereof, nor shall any
single or  partial  exercise  of any such  right  preclude  any other or further
exercise thereof or the exercise of any other right.

                  Section 11.2 Assignments and Participations; Binding Effect(a)
.. (a) Binding Effect.  This Agreement shall become  effective when it shall have
been  executed  by the  Borrower  and the  Administrative  Agent  and  when  the
Administrative Agent shall have been notified by each Lender and L/C Issuer that
such Lender or L/C Issuer has executed it. Thereafter,  it shall be binding upon
and inure to the benefit of, but only to the benefit of, the  Borrower  (in each
case except for Article X), the Administrative Agent, each Lender and L/C Issuer
and, to the extent provided in Section 10.11,  each other Indemnitee and Secured
Party and, in each case,  their  respective  successors  and permitted  assigns.
Except as expressly  provided in any Loan Document  (including in Section 10.9),
none of the Borrower,  any L/C Issuer or the Administrative Agent shall have the
right to assign any rights or obligations hereunder or any interest herein.

                  (b) Right to Assign. Each Lender may sell, transfer, negotiate
or assign all or a portion of its rights and  obligations  hereunder  (including
all or a portion of its Commitments and its rights and obligations  with respect
to Loans and Letters of Credit) to (i) any existing  Lender,  (ii) any Affiliate
or Approved  Fund of any existing  Lender or (iii) any other  Person  acceptable
(which  acceptance  shall  not  be  unreasonably  withheld  or  delayed)  to the
Administrative  Agent and,  as long as no Event of Default  is  continuing,  the
Borrower;  provided,  however,  that (x) such Sales  must be  ratable  among the
obligations  owing to and owed by such  Lender  with  respect  to the  Revolving
Credit Facility and (y) the aggregate  outstanding  principal amount (determined
as of the effective date of the applicable Assignment) of the Loans, Commitments
and L/C  Obligations  subject to any such Sale  shall be in a minimum  amount of
$5,000,000,  unless such Sale is made to an existing  Lender or an  Affiliate or
Approved Fund of any existing  Lender,  is of the assignor's  (together with its
Affiliates and Approved Funds) entire interest in the Revolving  Credit Facility
or is made with the prior consent of the Borrower and the Administrative Agent.

                  (c)  Procedure.  The  parties to each Sale made in reliance on
clause (b) above  (other than those  described in clause (e) or (f) below) shall
execute and deliver to the Administrative  Agent an Assignment via an electronic
settlement  system  designated  by the  Administrative  Agent (or if  previously
agreed with the Administrative Agent, via a manual execution and delivery of the
assignment)  evidencing  such Sale,  together  with any existing Note subject to
such Sale (or any  affidavit of loss therefor  acceptable to the  Administrative
Agent),  any tax forms required to be delivered  pursuant to Section 2.17(f) and
payment of an  assignment  fee in the amount of $3,500,  provided  that (1) if a
Sale by a Lender is made to an Affiliate or an Approved  Fund of such  assigning
Lender,  then no assignment  fee shall be due in connection  with such Sale, and
(2) if a Sale by a Lender is made to an  assignee  that is not an  Affiliate  or
Approved  Fund  of  such  assignor  Lender,  and  concurrently  to one  or  more
Affiliates or Approved Funds of such  assignee,  then only one assignment fee of
$3,500  shall be due in  connection  with such  Sale.  Upon  receipt  of all the
foregoing,  and conditioned upon such receipt and, if such assignment is made in
accordance with Section  11.2(b)(iii),  upon the  Administrative  Agent (and the
Borrower,  if  applicable)  consenting  to such  Assignment,  from and after the
effective  date specified in such  Assignment,  the  Administrative  Agent shall
record or cause to be recorded in the Register the information contained in such
Assignment.

                  (d)  Effectiveness.  Subject to the recording of an Assignment
by the Administrative Agent in the Register pursuant to Section 2.14(b), (i) the
assignee  thereunder  shall become a party hereto and, to the extent that rights
and  obligations  under the Loan  Documents  have been assigned to such assignee
pursuant to such Assignment,  shall have the rights and obligations of a Lender,
(ii) any  applicable  Note shall be  transferred  to such assignee  through such

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entry and (iii) the  assignor  thereunder  shall,  to the extent that rights and
obligations  under this  Agreement  have been  assigned  by it  pursuant to such
Assignment, relinquish its rights (except for those surviving the termination of
the Commitments and the payment in full of the Obligations) and be released from
its obligations under the Loan Documents, other than those relating to events or
circumstances  occurring  prior  to  such  assignment  (and,  in the  case of an
Assignment covering all or the remaining portion of an assigning Lender's rights
and obligations under the Loan Documents,  such Lender shall cease to be a party
hereto except that each Lender agrees to remain bound by Article X, Section 11.8
(Right of Setoff) and Section 11.9 (Sharing of Payments) to the extent  provided
in Section 10.11 (Additional Secured Parties)).

                  (e) Grant of  Security  Interests.  In  addition  to the other
rights provided in this Section 11.2, each Lender may grant a security  interest
in, or otherwise  assign as collateral,  any of its rights under this Agreement,
whether  now  owned or  hereafter  acquired  (including  rights to  payments  of
principal or interest on the Loans),  to (A) any federal  reserve bank (pursuant
to  Regulation  A  of  the  Federal  Reserve  Board),   without  notice  to  the
Administrative  Agent or (B) any holder of, or  trustee  for the  benefit of the
holders of, such  Lender's  Securities  by notice to the  Administrative  Agent;
provided, however, that no such holder or trustee, whether because of such grant
or  assignment  or any  foreclosure  thereon  (unless such  foreclosure  is made
through an assignment in accordance with clause (b) above), shall be entitled to
any rights of such Lender  hereunder and no such Lender shall be relieved of any
of its obligations hereunder.

                  (f)  Participants  and SPVs.  In addition to the other  rights
provided  in this  Section  11.2,  each  Lender  may,  (x)  with  notice  to the
Administrative  Agent, grant to an SPV the option to make all or any part of any
Loan that such Lender  would  otherwise be required to make  hereunder  (and the
exercise  of such  option by such SPV and the making of Loans  pursuant  thereto
shall satisfy the  obligation of such Lender to make such Loans  hereunder)  and
such SPV may assign to such Lender the right to receive  payment with respect to
any  Obligation  and (y) without  notice to or consent  from the  Administrative
Agent or the Borrower,  sell  participations to one or more Persons in or to all
or a portion of its rights and obligations  under the Loan Documents  (including
all its rights and  obligations  with respect to the Revolving Loans and Letters
of Credit); provided, however, that, whether as a result of any term of any Loan
Document or of such grant or participation, (i) no such SPV or participant shall
have a commitment,  or be deemed to have made an offer to commit,  to make Loans
hereunder,  and,  except as provided in the applicable  option  agreement,  none
shall be liable for any obligation of such Lender hereunder,  (ii) such Lender's
rights and  obligations,  and the rights and obligations of the Loan Parties and
the Secured  Parties  towards such Lender,  under any Loan Document shall remain
unchanged  and each other party hereto  shall  continue to deal solely with such
Lender, which shall remain the holder of the Obligations in the Register, except
that (A) each such  participant  and SPV shall be  entitled  to the  benefit  of
Sections 2.16 (Breakage Costs;  Increased Costs; Capital  Requirements) and 2.17
(Taxes),  but only to the extent such  participant or SPV delivers the tax forms
such Lender is required to collect  pursuant to Section 2.17(f) and then only to
the extent of any amount to which such  Lender  would be entitled in the absence
of any such  grant or  participation  and (B) each  such SPV may  receive  other
payments  that would  otherwise  be made to such  Lender  with  respect to Loans
funded by such SPV to the extent provided in the applicable option agreement and
set forth in a notice provided to the Administrative  Agent by such SPV and such
Lender, provided,  however, that in no case (including pursuant to clause (A) or
(B) above)  shall an SPV or  participant  have the right to  enforce  any of the
terms of any Loan  Document,  and (iii) the  consent of such SPV or  participant
shall not be required (either directly,  as a restraint on such Lender's ability
to consent hereunder or otherwise) for any amendments,  waivers or consents with
respect to any Loan  Document  or to  exercise or refrain  from  exercising  any
powers or rights such Lender may have under or in respect of the Loan  Documents
(including  the right to  enforce  or direct  enforcement  of the  Obligations),
except for those  described  in clauses  (iii) and (iv) of Section  11.1(a) with
respect  to  amounts,  or dates  fixed for  payment  of  amounts,  to which such
participant or SPV would otherwise be entitled and, in the case of participants,
except for those described in Section  11.1(a)(v) (or  amendments,  consents and

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waivers with respect to Section 10.10 to release all or substantially all of the
Collateral).  No party hereto shall  institute  (and each of the Borrower  shall
cause  each other Loan Party not to  institute)  against  any SPV  grantee of an
option pursuant to this clause (f) any bankruptcy,  reorganization,  insolvency,
liquidation  or similar  proceeding,  prior to the date that is one year and one
day after the payment in full of all outstanding  commercial  paper of such SPV;
provided,  however,  that each Lender having designated an SPV as such agrees to
indemnify  each  Indemnitee  against any  Liability  that may be incurred by, or
asserted  against,  such  Indemnitee  as a result of failing to  institute  such
proceeding  (including  a  failure  to get  reimbursed  by such SPV for any such
Liability).   The  agreement  in  the  preceding   sentence  shall  survive  the
termination of the Commitments and the payment in full of the Obligations.

                  Section 11.3 Costs and Expenses.  Any action taken by any Loan
Party under or with  respect to any Loan  Document,  even if required  under any
Loan Document or at the request of any Secured Party, shall be at the expense of
such Loan Party,  and no Secured Party shall be required under any Loan Document
to  reimburse  any Loan  Party or Group  Member  therefor  except  as  expressly
provided  therein.  In addition,  the Borrower  agrees to pay or reimburse  upon
demand (a) the Administrative  Agent for all reasonable  out-of-pocket costs and
expenses  incurred by it or any of its Related  Persons in  connection  with the
investigation,  development,  preparation,  negotiation, syndication, execution,
interpretation  or  administration  of,  any  modification  of  any  term  of or
termination of, any Loan Document,  any commitment or proposal letter  therefor,
any other  document  prepared in connection  therewith or the  consummation  and
administration  of any  transaction  contemplated  therein  (including  periodic
audits and  appraisals in  connection  therewith  and  environmental  audits and
assessments),   in  each  case  including  the  reasonable  fees,   charges  and
disbursements  of legal  counsel  to the  Administrative  Agent or such  Related
Persons,  reasonable  fees,  costs and  expenses  incurred  in  connection  with
Intralinks(R)   or  any  other  E-System  and  reasonable   fees,   charges  and
disbursements of the auditors,  appraisers,  printers and other of their Related
Persons retained by or on behalf of any of them or any of their Related Persons,
(b) the  Administrative  Agent for all reasonable costs and expenses incurred by
it or any of its Related  Persons in  connection  with internal  audit  reviews,
field examinations and Collateral  examinations  (which shall be reimbursed,  in
addition to the reasonable  out-of-pocket  costs and expenses of such examiners,
at the per diem rate per individual charged by the Administrative  Agent for its
examiners) and (c) each of the  Administrative  Agent, its Related Persons,  and
each Lender and L/C Issuer for all costs and  expenses  incurred  in  connection
with (i) any refinancing or  restructuring of the credit  arrangements  provided
hereunder in the nature of a "work-out", (ii) the enforcement or preservation of
any right or remedy under any Loan Document, any Obligation, with respect to the
Collateral  or any other  related  right or  remedy  or (iii) the  commencement,
defense,  conduct of,  intervention  in, or the taking of any other  action with
respect to, any proceeding  (including any bankruptcy or insolvency  proceeding)
related to any Group Member,  Loan Document,  Obligation or Related  Transaction
(or the  response to and  preparation  for any  subpoena or request for document
production  relating  thereto),  including  fees and  disbursements  of counsel,
limited,  solely in the case of Lenders other than the Administrative  Agent, to
one legal counsel.

                  Section  11.4  Indemnities(a)  . (a) The  Borrower  agrees  to
indemnify,  hold harmless and defend the Administrative Agent, each Lender, each
L/C Issuer, each Secured Hedging Counterparty,  each Person that each L/C Issuer
causes to Issue Letters of Credit hereunder and each of their respective Related
Persons  (each  such  Person  being  an  "Indemnitee")   from  and  against  all
Liabilities (including brokerage commissions,  fees and other compensation) that
may be imposed on,  incurred by or asserted  against any such  Indemnitee in any
matter  relating to or arising out of, in connection  with or as a result of (i)
any Loan Document, any Related Document, any Disclosure Document, any Obligation
(or the repayment thereof), any Letter of Credit, the use or intended use of the
proceeds  of  any  Loan  or the  use  of  any  Letter  of  Credit,  any  Related
Transaction,  or any securities filing of, or with respect to, any Group Member,
(ii) any commitment letter, proposal letter or term sheet with any Person or any

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Contractual Obligation,  arrangement or understanding with any broker, finder or
consultant, in each case entered into by or on behalf of any Group Member or any
Affiliate  of any of  them  in  connection  with  any of the  foregoing  and any
Contractual  Obligation  entered into in connection  with any E-Systems or other
Electronic  Transmissions,   (iii)  any  actual  or  prospective  investigation,
litigation or other proceeding, whether or not brought by any such Indemnitee or
any of its  Related  Persons,  any  holders  of  Securities  or  creditors  (and
including  attorneys'  fees in any case),  whether  or not any such  Indemnitee,
Related Person,  holder or creditor is a party thereto, and whether or not based
on any  securities or commercial  law or regulation or any other  Requirement of
Law  or  theory  thereof,  including  common  law,  equity,  contract,  tort  or
otherwise, or (iv) any other act, event or transaction related,  contemplated in
or attendant to any of the foregoing (collectively,  the "Indemnified Matters");
provided,  however,  that the Borrower  shall not have any liability  under this
Section 11.4 to any Indemnitee  with respect to any Indemnified  Matter,  and no
Indemnitee shall have any liability with respect to any Indemnified Matter other
than (to the extent otherwise liable), to the extent such liability has resulted
primarily  from the gross  negligence,  bad faith or willful  misconduct of such
Indemnitee,  as  determined  by a court  of  competent  jurisdiction  in a final
non-appealable  judgment or order.  Furthermore,  the Borrower waives and agrees
not to assert against any  Indemnitee,  and shall cause each other Loan Party to
waive and not assert  against any  Indemnitee,  any right of  contribution  with
respect to any  Liabilities  that may be imposed  on,  incurred  by or  asserted
against any Related Person.

                  (b) Without  limiting  the  foregoing,  "Indemnified  Matters"
includes  all  Environmental  Liabilities,  including  those  arising  from,  or
otherwise involving,  any property of any Related Person or any actual,  alleged
or prospective damage to property or natural resources or harm or injury alleged
to have resulted  from any Release of Hazardous  Materials on, upon or into such
property  or natural  resource or any  property  on or, to the extent  caused or
alleged  to have  been  caused by any  Related  Person,  contiguous  to any real
property  of any  Related  Person,  whether  or not,  with  respect  to any such
Environmental  Liabilities,  any  Indemnitee  is a  mortgagee  pursuant  to  any
leasehold mortgage, a mortgagee in possession,  the successor-in-interest to any
Related  Person or the owner,  lessee or operator of any property of any Related
Person through any  foreclosure  action,  in each case except to the extent such
Environmental  Liabilities (i) are incurred solely following  foreclosure by any
Secured   Party   or   following   any   Secured   Party   having   become   the
successor-in-interest to any Loan Party and (ii) are attributable solely to acts
of such Indemnitee.

                  Section 11.5 Survival. Any indemnification or other protection
provided to any Indemnitee  pursuant to any Loan Document (including pursuant to
Section 2.17 (Taxes),  Section 2.16 (Breakage Costs;  Increased  Costs;  Capital
Requirements),  Article X (The  Administrative  Agent),  Section 11.3 (Costs and
Expenses),   Section  11.4   (Indemnities)   or  this  Section   11.5)  and  all
representations  and warranties  made in any Loan Document shall (A) survive the
termination of the Commitments and the payment in full of other  Obligations and
(B) inure to the benefit of any Person that at any time held a right  thereunder
(as an Indemnitee or otherwise)  and,  thereafter,  its successors and permitted
assigns.

                  Section 11.6 Limitation of Liability for Certain  Damages.  In
no event  shall any  Indemnitee  be liable on any  theory of  liability  for any
special,  indirect,  consequential  or punitive  damages  (including any loss of
profits,  business or anticipated savings). The Borrower hereby waives, releases
and agrees (and shall  cause each other Loan Party to waive,  release and agree)
not to sue upon any such  claim  for any  special,  indirect,  consequential  or
punitive  damages,  whether or not accrued and whether or not known or suspected
to exist in its favor.

                  Section  11.7  Lender-Debtor  Relationship.  The  relationship
between the Lenders,  the L/C Issuers and the  Administrative  Agent, on the one
hand,  and the Loan  Parties,  on the other  hand,  is solely that of lender and
debtor.  No Secured  Party has any  fiduciary  relationship  or duty to any Loan

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Party arising out of or in connection  with, and there is no agency,  tenancy or
joint venture  relationship  between the Secured Parties and the Loan Parties by
virtue of, any Loan Document or any transaction contemplated therein.

                  Section  11.8  Right  of  Setoff.  Each of the  Administrative
Agent,  each Lender,  each L/C Issuer and each Affiliate  (including each branch
office  thereof) of any of them is hereby  authorized,  without notice or demand
(each of which is hereby waived by the  Borrower),  at any time and from time to
time during the  continuance  of any Event of Default and to the fullest  extent
permitted by  applicable  Requirements  of Law, to set off and apply any and all
deposits (whether general or special,  time or demand,  provisional or final) at
any time held and other  Indebtedness,  claims or other  obligations at any time
owing by the Administrative  Agent, such Lender, such L/C Issuer or any of their
respective  Affiliates  to or for the  credit  or the  account  of the  Borrower
against any Obligation of any Loan Party now or hereafter  existing,  whether or
not any demand was made under any Loan Document with respect to such  Obligation
and even though such  Obligation  may be unmatured.  Each of the  Administrative
Agent,  each Lender and each L/C Issuer  agrees  promptly to notify the Borrower
and the Administrative  Agent after any such setoff and application made by such
Lender or its  Affiliates;  provided,  however,  that the  failure  to give such
notice shall not affect the validity of such setoff and application.  The rights
under  this  Section  11.8 are in  addition  to any other  rights  and  remedies
(including  other rights of setoff) that the  Administrative  Agent, the Lenders
and the L/C Issuers and their Affiliates and other Secured Parties may have.

                  Section 11.9 Sharing of Payments, Etc. If any Lender, directly
or through an Affiliate  or branch  office  thereof,  obtains any payment of any
Obligation  of any Loan Party  (whether  voluntary,  involuntary  or through the
exercise of any right of setoff or the receipt of any  Collateral  or "proceeds"
(as defined  under the  applicable  UCC) of  Collateral)  other than pursuant to
Sections 2.16 (Breakage Costs;  Increased  Costs;  Capital  Requirements),  2.17
(Taxes) and 2.18  (Substitution  of Lenders) and such payment exceeds the amount
such Lender would have been entitled to receive if all payments had gone to, and
been distributed by, the Administrative  Agent in accordance with the provisions
of the Loan  Documents,  such Lender shall  purchase for cash from other Secured
Parties such participations in their Obligations as necessary for such Lender to
share such excess  payment with such  Secured  Parties to ensure such payment is
applied as though it had been received by the  Administrative  Agent and applied
in accordance with this Agreement (or, if such application  would then be at the
discretion  of the  Borrower,  applied to repay the  Obligations  in  accordance
herewith); provided, however, that (a) if such payment is rescinded or otherwise
recovered  from such  Lender or L/C  Issuer in whole or in part,  such  purchase
shall be rescinded  and the purchase  price  therefor  shall be returned to such
Lender or L/C Issuer without  interest and (b) such Lender shall, to the fullest
extent permitted by applicable  Requirements of Law, be able to exercise all its
rights  of  payment  (including  the  right  of  setoff)  with  respect  to such
participation  as  fully  as if such  Lender  were the  direct  creditor  of the
Borrower in the amount of such participation.

                  Section 11.10 Marshaling; Payments Set Aside. No Secured Party
shall be under any obligation to marshal any property in favor of any Loan Party
or any other  party or against or in  payment of any  Obligation.  To the extent
that any Secured Party  receives a payment from the Borrower,  from the proceeds
of the  Collateral,  from the exercise of its rights of setoff,  any enforcement
action or  otherwise,  and such  payment is  subsequently,  in whole or in part,
invalidated, declared to be fraudulent or preferential, set aside or required to
be repaid to a trustee,  receiver or any other party, then to the extent of such
recovery,  the obligation or part thereof  originally  intended to be satisfied,
and all Liens,  rights and remedies therefor,  shall be revived and continued in
full force and effect as if such payment had not occurred.

                  Section  11.11  Notices(a)  .  (a)  Addresses.   All  notices,
demands,  requests,  directions and other  communications  required or expressly
authorized to be made by this Agreement shall, whether or not specified to be in

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                                                   [DAYTON SUPERIOR CORPORATION]

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writing but unless otherwise expressly specified to be given by any other means,
be  given  in  writing  and (i)  addressed  to (A) if to the  Borrower,  to 7777
Washington Village Drive, Suite 130, Dayton,  Ohio 45459,  Attention:  Edward J.
Puisis,  Fax: (937) 428-9115,  with copy to Latham & Watkins,  885 Third Avenue,
Suite 1000,  New York, New York 10022,  Attention:  Kirk  Davenport,  Fax: (212)
751-4864, (B) if to the Administrative Agent or the Swingline Lender, to General
Electric  Capital  Corporation,  299 Park Avenue,  New York, New York 10171, CFN
8845, Attention: Anna Brescia, Fax: (513) 985-8694, with copy to King & Spalding
LLP, 1185 Avenue of the Americas, New York, New York 10036, Attention: Robert S.
Finley, Fax: (212) 556-2222 and (C) otherwise to the party to be notified at its
address on the  signature  page of any  applicable  Assignment,  (ii)  posted to
Intralinks(R)  (to the extent such system is  available  and set up by or at the
direction  of the  Administrative  Agent  prior to  posting)  in an  appropriate
location  by  uploading  such  notice,  demand,  request,   direction  or  other
communication  to   www.intralinks.com,   faxing  it  to  866-545-6600  with  an
appropriate  bar-coded  fax  coversheet  or using such other means of posting to
Intralinks(R)   as  may  be  available   and   reasonably   acceptable   to  the
Administrative  Agent prior to such posting,  (iii) posted to any other E-System
set up by or at the  direction  of the  Administrative  Agent in an  appropriate
location or (iv) addressed to such other address as shall be notified in writing
(A) in the case of the  Borrower,  the  Administrative  Agent and the  Swingline
Lender, to the other parties hereto and (B) in the case of all other parties, to
the Borrower and the  Administrative  Agent.  Transmission  by  electronic  mail
(including E-Fax, even if transmitted to the fax numbers set forth in clause (i)
above)  shall not be  sufficient  or effective to transmit any such notice under
this clause (a) unless such  transmission  is an available  means to post to any
E-System.

                  (b) Effectiveness.  All communications described in clause (a)
above and all other notices,  demands, requests and other communications made in
connection  with this  Agreement  shall be effective  and be deemed to have been
received (i) if delivered by hand, upon personal delivery,  (ii) if delivered by
overnight  courier  service,  one  Business  Day after  delivery to such courier
service,  (iii) if  delivered  by mail,  when  deposited  in the mails,  (iv) if
delivered  by  facsimile  (other than to post to an E-System  pursuant to clause
(a)(ii) or (a)(iii)  above),  upon sender's  receipt of  confirmation  of proper
transmission,  and (v) if delivered by posting to any E-System,  on the later of
the date of such posting in an appropriate  location and the date access to such
posting  is given to the  recipient  thereof  in  accordance  with the  standard
procedures   applicable   to  such   E-System;   provided,   however,   that  no
communications to the  Administrative  Agent pursuant to Article II or Article X
shall be effective until received by the Administrative Agent.

                  Section 11.12 Electronic Transmissions(a) . (a) Authorization.
Subject to the provisions of Section 11.11(a), each of the Administrative Agent,
the Borrower,  the Lenders, the L/C Issuers and each of their Related Persons is
authorized   (but  not  required)  to  transmit,   post  or  otherwise  make  or
communicate, in its sole discretion, Electronic Transmissions in connection with
any  Loan  Document  and  the  transactions  contemplated  therein.  Each of the
Borrower and each other Group Member and each Secured Party hereby  acknowledges
and agrees that the use of Electronic  Transmissions  is not necessarily  secure
and  that  there  are  risks  associated  with  such  use,  including  risks  of
interception,  disclosure  and abuse and each  indicates  it assumes and accepts
such risks by hereby authorizing the transmission of Electronic Transmissions.

                  (b) Signatures. Subject to the provisions of Section 11.11(a),
(i)(A) no posting to any E-System shall be denied legal effect merely because it
is made electronically, (B) each E-Signature on any such posting shall be deemed
sufficient  to  satisfy  any  requirement  for a  "signature"  and (C) each such
posting shall be deemed  sufficient to satisfy any  requirement for a "writing",
in each case including pursuant to any Loan Document,  any applicable  provision
of any UCC, the federal  Uniform  Electronic  Transactions  Act, the  Electronic
Signatures in Global and National Commerce Act and any substantive or procedural
Requirement of Law governing such subject matter, (ii) each such posting that is
not  readily  capable of  bearing  either a  signature  or a  reproduction  of a
signature  may be  signed,  and  shall be deemed  signed,  by  attaching  to, or

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logically associating with such posting, an E-Signature, upon which each Secured
Party and Loan Party may rely and assume the  authenticity  thereof,  (iii) each
such  posting  containing  a  signature,  a  reproduction  of a signature  or an
E-Signature shall, for all intents and purposes, have the same effect and weight
as a signed  paper  original and (iv) each party  hereto or  beneficiary  hereto
agrees not to contest  the  validity  or  enforceability  of any  posting on any
E-System  or  E-Signature  on any  such  posting  under  the  provisions  of any
applicable  Requirement of Law requiring  certain  documents to be in writing or
signed;  provided,  however,  that  nothing  herein  shall limit such party's or
beneficiary's   right  to  contest  whether  any  posting  to  any  E-System  or
E-Signature has been altered after transmission.

                  (c)  Separate  Agreements.  All uses of an  E-System  shall be
governed by and subject to, in addition to Section 11.11 and this Section 11.12,
separate terms and conditions  posted or referenced in such E-System and related
Contractual  Obligations  executed  by  Secured  Parties  and Group  Members  in
connection with the use of such E-System.

                  (d)  Limitation  of Liability.  All  E-Systems and  Electronic
Transmissions   shall  be  provided  "as  is"  and  "as   available".   None  of
Administrative  Agent  or any of its  Related  Persons  warrants  the  accuracy,
adequacy or completeness of any E-Systems or Electronic  Transmission,  and each
disclaims all liability for errors or omissions therein. No Warranty of any kind
is made by the Administrative  Agent or any of its Related Persons in connection
with any  E-Systems  or  Electronic  Communication,  including  any  warranty of
merchantability,   fitness  for  a  particular   purpose,   non-infringement  of
third-party  rights or freedom from viruses or other code  defects.  Each of the
Borrower  and each other  Loan  Party and each  Secured  Party  agrees  that the
Administrative  Agent has no  responsibility  for  maintaining  or providing any
equipment,  software,  services or any testing  required in connection  with any
Electronic Transmission or otherwise required for any E-System.

                  Section 11.13 Governing Law. This  Agreement,  each other Loan
Document that does not expressly  set forth its  applicable  law, and the rights
and  obligations  of the parties  hereto and thereto  shall be governed  by, and
construed and interpreted in accordance with, the law of the State of New York.

                  Section   11.14    Jurisdiction(a)   .   (a)   Submission   to
Jurisdiction.  Any legal action or proceeding  with respect to any Loan Document
may be brought in the courts of the State of New York located in the City of New
York, Borough of Manhattan, or of the United States for the Southern District of
New York and, by execution and delivery of this  Agreement,  the Borrower hereby
accepts   for   itself  and  in  respect   of  its   property,   generally   and
unconditionally,  the jurisdiction of the aforesaid  courts.  The parties hereto
(and, to the extent set forth in any other Loan Document, each other Loan Party)
hereby irrevocably waive any objection, including any objection to the laying of
venue or based on the grounds of forum non conveniens,  that any of them may now
or  hereafter  have to the  bringing  of any such action or  proceeding  in such
jurisdictions.

                  (b) Service of Process.  The Borrower  (and, to the extent set
forth in any other Loan  Document,  each other Loan  Party)  hereby  irrevocably
waives personal service of any and all legal process, summons, notices and other
documents  and other service of process of any kind and consents to such service
in any suit,  action or proceeding  brought in the United States with respect to
or otherwise arising out of or in connection with any Loan Document by any means
permitted by applicable  Requirements  of Law,  including by the mailing thereof
(by  registered  or  certified  mail,  postage  prepaid)  to the  address of the
Borrower  specified in Section  11.11 (and shall be effective  when such mailing
shall be effective,  as provided therein).  The Borrower (and, to the extent set
forth in any other Loan  Document,  each other Loan  Party)  agrees that a final
judgment  in any  such  action  or  proceeding  shall be  conclusive  and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided by law.

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       90
<PAGE>


                  (c)  Non-Exclusive  Jurisdiction.  Nothing  contained  in this
Section 11.14 shall affect the right of the  Administrative  Agent or any Lender
to serve process in any other manner permitted by applicable Requirements of Law
or commence legal proceedings or otherwise proceed against any Loan Party in any
other jurisdiction.

                  Section  11.15 WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY
IRREVOCABLY  WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT
TO, OR DIRECTLY OR INDIRECTLY  ARISING OUT OF, UNDER OR IN CONNECTION  WITH, ANY
LOAN  DOCUMENT  OR THE  TRANSACTIONS  CONTEMPLATED  THEREIN OR  RELATED  THERETO
(WHETHER FOUNDED IN CONTRACT,  TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A)
CERTIFIES  THAT NO OTHER  PARTY AND NO  RELATED  PERSON  OF ANY OTHER  PARTY HAS
REPRESENTED,  EXPRESSLY  OR  OTHERWISE,  THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION,  SEEK TO ENFORCE THE FOREGOING  WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER  PARTIES  HERETO HAVE BEEN  INDUCED TO ENTER INTO THE LOAN
DOCUMENTS,  AS  APPLICABLE,  BY THE MUTUAL  WAIVERS AND  CERTIFICATIONS  IN THIS
SECTION 11.15.

                  Section 11.16 Severability. Any provision of any Loan Document
being held  illegal,  invalid or  unenforceable  in any  jurisdiction  shall not
affect any part of such  provision not held illegal,  invalid or  unenforceable,
any other  provision of any Loan  Document or any part of such  provision in any
other jurisdiction.

                  Section 11.17 Execution in Counterparts. This Agreement may be
executed  in any number of  counterparts  and by  different  parties in separate
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which taken  together shall  constitute  one and the same  agreement.
Signature pages may be detached from multiple separate counterparts and attached
to a  single  counterpart.  Delivery  of an  executed  signature  page  of  this
Agreement by  facsimile  transmission  or  Electronic  Transmission  shall be as
effective as delivery of a manually executed counterpart hereof.

                  Section 11.18 Entire Agreement.  The Loan Documents embody the
entire  agreement  of  the  parties  and  supersede  all  prior  agreements  and
understandings  relating to the subject  matter  thereof and any prior letter of
interest, commitment letter, fee letter,  confidentiality and similar agreements
involving any Loan Party and any of the Administrative  Agent, any Lender or any
L/C Issuer or any of their  respective  Affiliates  relating to a  financing  of
substantially  similar  form,  purpose or effect.  In the event of any  conflict
between the terms of this  Agreement and any other Loan  Document,  the terms of
this Agreement  shall govern (unless such terms of such other Loan Documents are
necessary  to comply  with  applicable  Requirements  of Law, in which case such
terms shall govern to the extent necessary to comply therewith).

                  Section  11.19 Use of Name.  The  Borrower  agrees,  and shall
cause  each  other  Loan  Party to  agree,  that it shall  not,  and none of its
Affiliates shall, issue any press release or other public disclosure (other than
any document filed with any Governmental Authority relating to a public offering
of the Securities of any Loan Party) using the name, logo or otherwise referring
to GE Capital or of any of its Affiliates, the Loan Documents or any transaction
contemplated  therein to which the Secured  Parties are party without at least 2
Business  Days' prior  notice to GE Capital and without the prior  consent of GE
Capital except to the extent required to do so under applicable  Requirements of
Law and then, only after consulting with GE Capital prior thereto.

                  Section 11.20 Non-Public Information; Confidentiality(a) . (a)
Each Lender and L/C Issuer and the Administrative  Agent acknowledges and agrees
that it may receive material  non-public  information  hereunder  concerning the

                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       91
<PAGE>


Loan  Parties  and  their  Affiliates  and  Securities  and  agrees  to use such
information in compliance with all relevant policies, procedures and Contractual
Obligations and applicable Requirements of Laws (including United States federal
and state security laws and regulations).

                  (b) Each  Lender,  L/C  Issuer  and the  Administrative  Agent
agrees  to use all  reasonable  efforts  to  maintain,  in  accordance  with its
customary practices,  the confidentiality of information obtained by it pursuant
to  any  Loan  Document  and   designated  in  writing  by  any  Loan  Party  as
confidential,  except  that  such  information  may be  disclosed  (i)  with the
Borrower's  consent,  (ii) to Related Persons of such Lender,  L/C Issuer or the
Administrative  Agent,  as the case may be, or to any Person that any L/C Issuer
causes  to  Issue  Letters  of  Credit  hereunder,   that  are  advised  of  the
confidential  nature  of such  information  and  are  instructed  to  keep  such
information  confidential,  (iii) to the extent such information presently is or
hereafter  becomes  available to such Lender,  L/C Issuer or the  Administrative
Agent, as the case may be, on a non-confidential  basis from a source other than
any  Loan  Party,  (iv) to the  extent  disclosure  is  required  by  applicable
Requirements  of Law or other  legal  process or  requested  or  demanded by any
Governmental   Authority;   provided  that,   unless  prohibited  by  applicable
Requirements  of  Law or by the  rules  governing  the  process  requiring  such
disclosure, (x) it will promptly notify the Borrower of the existence, terms and
circumstances  surrounding  such  requirement,  (y) it  will  consult  with  the
Borrower on the  advisability  of taking  legally  available  steps to resist or
narrow  such  requirement,  and (z) it will  identify to the  Borrower  any such
information  which  is  legally  required  to be  disclosed,  (v) to the  extent
necessary or customary  for  inclusion  in league table  measurements  or in any
tombstone or other  advertising  materials (and the Loan Parties  consent to the
publication   of  such   tombstone  or  other   advertising   materials  by  the
Administrative  Agent,  any  Lender,  any L/C  Issuer  or any of  their  Related
Persons),  (vi) to the National  Association of Insurance  Commissioners  or any
similar organization, any examiner or any nationally recognized rating agency in
each case to the extent required by such examiner, association,  organization or
agency  in  connection  with  the   administration  of  the  Loans,   regulatory
examinations  or ratings or  proposed  rating of the Loans or  otherwise  to the
extent  consisting of general  portfolio  information that does not identify any
Loan  Party  or any of  their  Subsidiaries,  (vii) to  current  or  prospective
assignees,  SPVs  grantees  of  any  option  described  in  Section  11.2(f)  or
participants,  direct or  contractual  counterparties  to any Hedging  Agreement
permitted hereunder and to their respective Related Persons, in each case to the
extent such assignees, participants,  counterparties or Related Persons agree to
be bound by provisions  substantially  similar to the provisions of this Section
11.20 and (viii) in  connection  with the  exercise of any remedy under any Loan
Document.  In the event of any conflict  between the terms of this Section 11.20
and those of any other Contractual  Obligation  entered into with any Loan Party
(whether or not a Loan Document), the terms of this Section 11.20 shall govern.

                  Section 11.21 Patriot Act Notice.  Each Lender  subject to the
USA Patriot Act of 2001 (31 U.S.C.  5318 et seq.)  hereby  notifies the Borrower
that,  pursuant to Section  326  thereof,  it is required to obtain,  verify and
record information that identifies the Borrower,  including the name and address
of the  Borrower  and other  information  allowing  such Lender to identify  the
Borrower in accordance with such Act.



                            [SIGNATURE PAGES FOLLOW]




                                                      REVOLVING CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]


                                       92
<PAGE>


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                                      DAYTON SUPERIOR CORPORATION,
                                      as the Borrower

                                      By: /s/ Edward J. Puisis
                                         ---------------------------------------
                                          Name:   Edward J. Puisis
                                          Title:  Executive Vice President and
                                                  Chief Financial Officer

                                      DAYTON SUPERIOR CANADA LTD.,
                                      as a Group Member (as to Section 11.12)

                                      By: /s/ Edward J. Puisis
                                         ---------------------------------------
                                          Name:   Edward J. Puisis
                                          Title:  Executive Vice President and
                                                  Chief Financial Officer

                                      GENERAL ELECTRIC CAPITAL
                                      CORPORATION, as Administrative Agent, L/C
                                      Issuer, Swingline Lender and Lender


                                      By: Stuart D. Aronson
                                         ---------------------------------------
                                          Name:   Stuart D. Aronson
                                          Title:  Duly Authorized Signatory




<PAGE>


                                   SCHEDULE I

                                   COMMITMENTS

------------------------------------------------------------- ------------------
Lender                                                        Commitment
------------------------------------------------------------- ------------------
General Electric Capital Corporation                          $150,000,000.00


------------------------------------------------------------- ------------------
Total                                                         $150,000,000.00
------------------------------------------------------------- ------------------






<PAGE>

<TABLE>
<CAPTION>

                                                      SCHEDULE II

                                             DAYTON SUPERIOR CORPORATION
                                             CONTINUING LETTERS OF CREDIT

     <S>               <C>         <C>                  <C>               <C>           <C>        <C>          <C>        <C>
----------------------------------------------------------------------------------------------------------------------------------
                                                                    Initial Issue  Expiration   Original  ----------- ------------
    Beneficiary       LOC #       Purpose            Type               Date          Date     LOC Amount  1/25/2008   2/22/2008
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
The Travelers       SM208537W   Workers'         Irrevocable Standby   6/10/2004     4/12/2008  6,000,000   6,000,000   6,000,000
Indeminity Company              Compensation
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Hickory Partners,   SE444357W   Facility Lease   Irrevocable Standby    6/9/2004     6/24/2008    385,000     385,000     385,000
LLC
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
STAG II Aurora      SE445727W   Facility Lease   Irrevocable Standby  10/27/2005    10/12/2008    140,650     140,650     140,650
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
STAG II Kansas City SE445729W   Facility Lease   Irrevocable Standby  10/27/2005    10/12/2008     87,300      87,300      87,300
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
STAG II Miamisburg  SE445728W   Facility Lease   Irrevocable Standby  10/27/2005    10/12/2008    164,900     164,900     164,900
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
STAG II Parsons     SE445726W   Facility Lease   Irrevocable Standby  10/27/2005    10/12/2008     92,150      92,150      92,150
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
TIAA Elk Grove      SE447000W   Facility Lease   Irrevocable Standby    1/5/2007    12/31/2008  2,439,108   2,439,108   2,439,108
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Alsina Forms        SE446146W   Foreign Forms    Irrevocable Standby   3/28/2006     3/31/2008  1,000,000   1,000,000   1,000,000
Company                         Purchase
----------------------------------------------------------------------------------------------------------------------------------
TOTALS                                                                                         10,309,108  10,309,108  10,309,108
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>