Exhibit 10.2

                                                                  Execution Copy





                                  $100,000,000





                           TERM LOAN CREDIT AGREEMENT




                            Dated as of March 3, 2008

                                      among

                  DAYTON SUPERIOR CORPORATION, AS THE BORROWER

                            THE LENDERS PARTY HERETO

                                       and

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                  AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT



                                     - - -


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








                                                      TERM LOAN 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..................................................................26
         Section 1.3        Accounting Terms and Principles............................................26
         Section 1.4        Payments...................................................................27
         Section 1.5        Interpretation.............................................................27

ARTICLE 2 THE TERM LOAN FACILITY.......................................................................28

         Section 2.1        The Commitments............................................................28
         Section 2.2        Borrowing Procedures.......................................................28
         Section 2.3        Omitted....................................................................28
         Section 2.4        Omitted....................................................................28
         Section 2.5        Reduction and Termination of the Commitments...............................28
         Section 2.6        Repayment of Term Loans....................................................28
         Section 2.7        Optional Prepayments.......................................................29
         Section 2.8        Mandatory Prepayments......................................................29
         Section 2.9        Interest...................................................................30
         Section 2.10       Conversion and Continuation Options........................................31
         Section 2.11       Fees.......................................................................31
         Section 2.12       Application of Payments....................................................31
         Section 2.13       Payments and Computations..................................................32
         Section 2.14       Evidence of Debt...........................................................33
         Section 2.15       Suspension of Eurodollar Rate Option.......................................34
         Section 2.16       Breakage Costs; Increased Costs; Capital Requirements......................35
         Section 2.17       Taxes......................................................................36
         Section 2.18       Substitution of Lenders....................................................38

ARTICLE 3 CONDITIONS TO THE TERM LOANS.................................................................39

         Section 3.1        Conditions Precedent to the Term Loans.....................................39

ARTICLE 4 REPRESENTATIONS AND WARRANTIES...............................................................42

         Section 4.1        Corporate Existence; Compliance with Law...................................42
         Section 4.2        Loan and Related Documents.................................................43
         Section 4.3        Ownership of Group Members.................................................43
         Section 4.4        Financial Statements.......................................................44
         Section 4.5        Material Adverse Effect....................................................44
         Section 4.6        Solvency...................................................................44
         Section 4.7        Litigation.................................................................45
         Section 4.8        Taxes......................................................................45
         Section 4.9        Margin Regulations.........................................................45
         Section 4.10       No Defaults................................................................45
</TABLE>

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       i


<PAGE>


<TABLE>
<CAPTION>

              <S>                   <C>                                                               <C>
         Section 4.11       Investment Company Act.....................................................45
         Section 4.12       Labor Matters..............................................................45
         Section 4.13       ERISA......................................................................46
         Section 4.14       Environmental Matters......................................................46
         Section 4.15       Intellectual Property......................................................47
         Section 4.16       Title; Real Property.......................................................47
         Section 4.17       Full Disclosure............................................................47
         Section 4.18       Patriot Act................................................................47

ARTICLE 5 FINANCIAL COVENANTS..........................................................................48

         Section 5.1        Maximum Consolidated Leverage Ratio........................................48
         Section 5.2        Minimum Consolidated Interest Coverage Ratio...............................48

ARTICLE 6 REPORTING COVENANTS..........................................................................49

         Section 6.1        Financial Statements.......................................................49
         Section 6.2        Other Events...............................................................51
         Section 6.3        Copies of Notices and Reports..............................................52
         Section 6.4        Taxes......................................................................52
         Section 6.5        Labor Matters..............................................................52
         Section 6.6        ERISA Matters..............................................................52
         Section 6.7        Environmental Matters......................................................53
         Section 6.8        Other Information..........................................................53

ARTICLE 7 AFFIRMATIVE COVENANTS........................................................................53

         Section 7.1        Maintenance of Corporate Existence.........................................53
         Section 7.2        Compliance with Laws, Etc..................................................53
         Section 7.3        Payment of Obligations.....................................................54
         Section 7.4        Maintenance of Property....................................................54
         Section 7.5        Maintenance of Insurance...................................................54
         Section 7.6        Keeping of Books...........................................................54
         Section 7.7        Access to Books and Property...............................................54
         Section 7.8        Environmental..............................................................55
         Section 7.9        Use of Proceeds............................................................55
         Section 7.10       Additional Collateral and Guaranties.......................................55
         Section 7.11       Deposit Accounts; Securities Accounts and Cash Collateral Accounts.........56
         Section 7.12       Credit Rating..............................................................57
         Section 7.13       Interest Rate Contracts....................................................57

ARTICLE 8 NEGATIVE COVENANTS...........................................................................57

         Section 8.1        Indebtedness...............................................................57
         Section 8.2        Liens......................................................................59
         Section 8.3        Investments................................................................60
         Section 8.4        Asset Sales................................................................60
         Section 8.5        Restricted Payments........................................................61
         Section 8.6        Prepayment of Indebtedness.................................................62
</TABLE>

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       ii
<PAGE>

<TABLE>
<CAPTION>

              <S>                    <C>                                                              <C>
         Section 8.7        Fundamental Changes........................................................63
         Section 8.8        Change in Nature of Business...............................................64
         Section 8.9        Transactions with Affiliates...............................................64
         Section 8.10       Third-Party Restrictions on Indebtedness, Liens, Investments or
                            Restricted Payments........................................................64
         Section 8.11       Modification of Certain Documents..........................................65
         Section 8.12       Accounting Changes; Fiscal Year............................................65
         Section 8.13       Margin Regulations.........................................................65
         Section 8.14       Compliance with ERISA......................................................65
         Section 8.15       Hazardous Materials........................................................66

ARTICLE 9 EVENTS OF DEFAULT............................................................................66

         Section 9.1        Definition.................................................................66
         Section 9.2        Remedies...................................................................67
         Section 9.3        Omitted....................................................................68

ARTICLE 10 THE ADMINISTRATIVE AGENT....................................................................68

         Section 10.1       Appointment and Duties.....................................................68
         Section 10.2       Binding Effect.............................................................69
         Section 10.3       Use of Discretion..........................................................69
         Section 10.4       Delegation of Rights and Duties............................................69
         Section 10.5       Reliance and Liability.....................................................69
         Section 10.6       Administrative Agent Individually..........................................71
         Section 10.7       Lender Credit Decision.....................................................71
         Section 10.8       Expenses; Indemnities......................................................71
         Section 10.9       Resignation of Administrative Agent........................................72
         Section 10.10      Release of Collateral or Guarantors........................................72
         Section 10.11      Additional Secured Parties.................................................73

ARTICLE 11 MISCELLANEOUS...............................................................................73

         Section 11.1       Amendments, Waivers, Etc...................................................73
         Section 11.2       Assignments and Participations; Binding Effect.............................75
         Section 11.3       Costs and Expenses.........................................................77
         Section 11.4       Indemnities................................................................78
         Section 11.5       Survival...................................................................79
         Section 11.6       Limitation of Liability for Certain Damages................................79
         Section 11.7       Lender-Creditor Relationship...............................................79
         Section 11.8       Right of Setoff............................................................79
         Section 11.9       Sharing of Payments, Etc...................................................79
         Section 11.10      Marshaling; Payments Set Aside.............................................80
         Section 11.11      Notices....................................................................80
         Section 11.12      Electronic Transmissions...................................................81
         Section 11.13      Governing Law..............................................................82
         Section 11.14      Jurisdiction...............................................................82
         Section 11.15      WAIVER OF JURY TRIAL.......................................................82
         SECTION 11.16      Severability...............................................................83
</TABLE>

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                      iii
<PAGE>

<TABLE>
<CAPTION>

               <S>                  <C>                                                               <C>
         Section 11.17      Execution in Counterparts..................................................83
         Section 11.18      Entire Agreement...........................................................83
         Section 11.19      Use of Name................................................................83
         Section 11.20      Non-Public Information; Confidentiality....................................83
         Section 11.21      Patriot Act Notice.........................................................84
</TABLE>











                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       iv
<PAGE>


          Schedules
          ---------

          Schedule I       -        Commitments
          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 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




                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       v
<PAGE>


                  This Term Loan 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)  and  GENERAL  ELECTRIC  CAPITAL
CORPORATION ("GE Capital"), as administrative agent and collateral agent for the
Lenders (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:"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  Term  Loan  Credit  Agreement,  as it  may be
amended, restated, supplemented or otherwise modified from time to time.

         "Applicable  Margin" means,  in the case of Base Rate Loans,  2.75% per
annum and in the case of Eurodollar Rate Loans, 3.75% 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
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.


                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

<PAGE>


         "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.

         "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.

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       2
<PAGE>


         "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
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.

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

         "Closing  Date"  means  the  date  and  time on  which  all  conditions
precedent set forth in Section 3.1 are satisfied or waived by the Administrative
Agent.

         "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 Term Loans to the Borrower, 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 $100,000,000.

         "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.

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       3
<PAGE>


         "Consolidated  Cash Interest Expense" means, with respect to any Person
for any period, the Consolidated Interest Expense of such Person for such period
less the sum of,  in each  case to the  extent  included  in the  definition  of
Consolidated  Interest  Expense,  (a) the amortized  amount of debt discount and
debt issuance  costs,  (b) charges  relating to write-ups or  write-downs in the
book or carrying value of existing Consolidated Total Debt, (c) interest payable
in  evidences  of  Indebtedness  or by addition to the  principal of the related
Indebtedness and (d) other non-cash interest.

          "Consolidated Current Assets" means, with respect to any Person at any
date,  the total  Consolidated  current assets of such Person at such date other
than cash, Cash Equivalents and any Indebtedness  owing to such Person or any of
its Subsidiaries by Affiliates of such Person.

         "Consolidated Current Liabilities" means, with respect to any Person at
any date, all amounts that would, in conformity with GAAP, be set forth opposite
the caption "total current  liabilities" (or any like caption) on a Consolidated
balance sheet of the Borrower and its  Subsidiaries  at such date, but excluding
(a) the current portion of any Indebtedness of the Borrower and its Subsidiaries
(and accrued interest thereon), (b) without duplication of clause (a) above, all
Indebtedness  consisting of Term Loans, Revolving Loans (under and as defined in
the Revolving Credit Agreement) and Swingline Loans (under and as defined in the
Revolving Credit Agreement) to the extent otherwise included therein and (c) the
current portion of any deferred taxes of the Borrower and its Subsidiaries.

         "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
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

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       4
<PAGE>


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  Coverage  Ratio"  means,  with  respect to any
Person for any period,  the ratio of (a) Consolidated  EBITDA of such Person for
such period to (b)  Consolidated  Cash Interest  Expense of such Person for such
period.

         "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  Leverage Ratio" means,  with respect to any Person as of
any date, the ratio of (a) Consolidated Total Debt of such Person outstanding as
of such date to (b)  Consolidated  EBITDA for such Person for the last period of
four  consecutive  Fiscal  Quarters most recently then ended for which Financial
Statements  have been  delivered  pursuant to Section 6.1 or are  available  and
where required to be delivered pursuant to Section 6.1.

         "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.

         "Consolidated  Total  Debt" means with  respect to any  Person,  at any
date, the aggregate principal or face amount of Indebtedness of such Person of a
type described in clause (a), (b), (c)(i),  (d) or (f) of the definition thereof
and all Guaranty Obligations with respect to any such Indebtedness, in each case
determined on a Consolidated basis in accordance with GAAP;  provided,  that the
Senior Notes and the Senior Subordinated Notes shall not be counted for purposes
of calculating the  Consolidated  Total Debt if the Borrower shall have issued a

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       5
<PAGE>


notice  of  redemption  to  the  holders  of the  Senior  Notes  or  the  Senior
Subordinated Notes (as applicable)  calling for a redemption of the Senior Notes
or the Senior  Subordinated  Notes (as applicable) and shall have deposited with
the Trustee under the Senior Notes  Indenture or the Senior  Subordinated  Notes
Indenture (as applicable) cash in an amount sufficient to fund such redemption.

         "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

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       6
<PAGE>


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
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.

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       7
<PAGE>


         "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 Term Loan 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
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.

         "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

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       8
<PAGE>


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
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 greater of (i) 3.25% and (ii) 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

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       9
<PAGE>


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.

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

         "Excess Cash Flow" means, for any period,  (a)  Consolidated  EBITDA of
the  Borrower  for such  period,  minus (b)  without  duplication,  (i) any cash
principal  payment on the Loans  during  such  period  other than any  mandatory
prepayment  required  pursuant to Section  2.8(a)  because of the  existence  of
Excess Cash Flow, (ii) any scheduled or other  mandatory cash principal  payment
made by the  Borrower  or any of its  Subsidiaries  during  such  period  on any
Capitalized   Lease  Obligation  or  other   Indebtedness  (but  only,  if  such
Indebtedness  may be  reborrowed,  to  the  extent  such  payment  results  in a
permanent reduction in commitments thereof),  (iii) any Capital Expenditure made
by such Person or any of its Subsidiaries during such period,  excluding in each
case any such Capital  Expenditure to the extent financed through the incurrence
of Capitalized  Lease Obligations or any long-term  Indebtedness  other than the
Obligations,  (iv) the  Consolidated  Interest  Expense of such  Person for such
period, (v) any cash losses from extraordinary items, (vi) any cash payment made
during such period to satisfy obligations for United States federal income taxes
or other taxes measured by net income, (vii) any increase in the Working Capital
of the  Borrower  during such  period  (measured  as the excess of such  Working
Capital at the end of such period over such Working  Capital at the beginning of
such period),  (viii) the aggregate amount actually paid by the Borrower and its
Subsidiaries in cash during such period on account of any Permitted  Acquisition
or other Investments  permitted under clause (d) of Section 8.3, in each case to
the extent such cash payment is made with  internally  generated cash flow, (ix)
any depreciation,  depletion or amortization expense, (x) 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,  (xi) 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,  (xii) any financial advisory fees, accounting fees, legal fees and
other  similar  advisory  and  consulting  fees and  out-of-pocket  expenses and

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       10
<PAGE>


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,  (xiii) 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 and
(xiv) 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, plus (c) without  duplication,  any decrease in the Working Capital
of the  Borrower  during such  period  (measured  as the excess of such  Working
Capital at the  beginning  of such period over such  Working  Capital at the end
thereof).

         "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.

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       11
<PAGE>


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

         "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

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       12
<PAGE>


with respect to such primary  obligation,  including  (a) the direct or indirect
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

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       13
<PAGE>


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
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.

         "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 Revolving  Credit  Administrative  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 any portion of the Term 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.

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       14
<PAGE>


         "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.

         "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.

         "Lender"  means each Lender that has a Commitment  or that holds a Term
Loan.

         "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

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       15
<PAGE>


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

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       16
<PAGE>


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 but including, in the case of the Revolving
Credit Priority Collateral, the Revolving Credit 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
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.

         "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 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 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 Term Loans, (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.

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

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

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       17
<PAGE>


         "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) after giving effect to such Permitted  Acquisition,
the Borrower  shall be in compliance  with the Financial  Covenants set forth in
Article V on a Pro Forma Basis as of the last day of the last Fiscal Quarter for
which Financial Statements have been delivered hereunder.

         "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.

         "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.

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       18
<PAGE>


         "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 Revolving 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 Revolving 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  Revolving  Credit  Agreement and the Revolving  Credit
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 Revolving  Credit  Agreement and the Revolving  Credit  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.

         "Person" means any individual,  partnership,  corporation  (including a
business trust and a public benefit corporation),  joint stock company,  estate,

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       19
<PAGE>


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 the
outstanding principal amount of Term Loans owing to such Lender.

         "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.

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

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       20
<PAGE>


         "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 Revolving 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 Revolving Credit Agreement, the execution and delivery of
all Related Documents and the payment of all related fees, costs and expenses.

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       21
<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.

         "Required  Lenders" means, at any time,  Lenders having at such time in
excess of 50% of the sum of the Pro Rata Outstandings then in effect.

         "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.

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

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       22
<PAGE>


         "Revolving  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 Revolving  Credit  Administrative  Agent, as the
same may from  time to time be  amended,  restated,  replaced,  supplemented  or
otherwise modified solely as permitted by the Intercreditor Agreement.

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

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

         "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  Administrative  Agent,  any
Secured Hedging Counterparty,  each other Indemnitee and any other holder of any
Obligation of any Loan Party.

         "Security"   means  all  Stock,   Stock   Equivalents,   voting   trust
certificates, bonds, debentures, instruments and other evidence of Indebtedness,

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       23
<PAGE>


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.

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

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       24
<PAGE>


         "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).

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

         "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).

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

         "Term Loan Facility" means the  Commitments  and the provisions  herein
related to the Term Loans.

         "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.

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]


                                       25
<PAGE>


         "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.

         "U.S.  Lender  Party"  means  each of the  Administrative  Agent,  each
Lender, 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.

         "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.

         "Working  Capital" means,  for any Person at any date, its Consolidated
Current Assets at such date minus its Consolidated  Current  Liabilities at such
date.

                  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) 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 V or
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 V or VIII shall be adjusted on a Pro Forma

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       26
<PAGE>


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.
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) 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,   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.

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       27
<PAGE>


                                   ARTICLE 2
                             THE TERM LOAN FACILITY

                  Section 2.1 The  Commitments.  On the terms and subject to the
conditions contained in this Agreement,  each Lender severally, but not jointly,
agrees to make a loan (each a "Term  Loan") in Dollars  to the  Borrower  on the
Closing Date, in an amount not to exceed such  Lender's  Commitment.  Amounts of
Term Loans repaid may not be reborrowed.

                  Section  2.2  Borrowing   Procedures.   (a)  Notice  From  the
Borrower.  The  borrowing of the Term Loans 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  Closing  Date.  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.  The Term 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.

                  (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 Closing Date and before 1:00 p.m.  (New
York  time) on the  Closing  Date 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 the Term Loans.  Upon fulfillment or due
waiver  (i) on the  Closing  Date,  of the  applicable  conditions  set forth in
Section 3.1,  the  Administrative  Agent shall make such funds  available to the
Borrower.

                  Section 2.3   Omitted.

                  Section 2.4   Omitted.

                  Section 2.5   Omitted.

                  Section 2.6 Repayment of Term Loans. The Borrower  promises to
repay the Term Loans at the dates and in the amounts set forth  below,  with the
remaining balance to be paid on the Scheduled Maturity Date:

                           DATE                      AMOUNT
                       June 30, 2008                $250,000
                    September 30, 2008              $250,000
                     December 31, 2008              $250,000
                      March 31, 2009                $250,000
                       June 30, 2009                $250,000
                    September 30, 2009              $250,000
                     December 31, 2009              $250,000

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       28
<PAGE>


                      March 31, 2010                $250,000
                       June 30, 2010                $250,000
                    September 30, 2010              $250,000
                     December 31, 2010              $250,000
                      March 31, 2011                $250,000
                       June 30, 2011                $250,000
                    September 30, 2011              $250,000
                     December 31, 2011              $250,000
                      March 31, 2012                $250,000
                       June 30, 2012                $250,000
                    September 30, 2012              $250,000
                     December 31, 2012              $250,000
                      March 31, 2013                $250,000
                       June 30, 2013                $250,000
                    September 30, 2013              $250,000
                     December 31, 2013              $250,000
                  Scheduled Maturity Date         $94,250,000


                  Section 2.7 Optional Prepayments.  The Borrower may prepay the
outstanding  principal  amount of the Term Loans  without  premium of penalty in
whole or in part at any time (together with 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
$1,000,000  and shall be applied to the Term Loans of the Lenders in  accordance
with their Pro Rata Shares.

                  Section 2.8 Mandatory Prepayments.

                  (a) Excess Cash Flow.  The  Borrower  shall pay or cause to be
paid to the  Administrative  Agent,  within 5 Business  Days after the last date
Financial Statements are required to be delivered pursuant to Section 6.1(c) for
any Fiscal Year  beginning  with the Fiscal Year ending  December 31,  2009,  an
amount  equal to 75% of the Excess  Cash Flow for such  Fiscal  Year;  provided,
however, that should the Consolidated Leverage Ratio of the Borrower on the last
day of such Fiscal Year be (i) less than 4:1 and greater than or equal to 3.5:1,
such  percentage  shall be  reduced  to 50%;  or (iii)  less  than  3.5:1,  such
percentage shall be reduced to 25%.

                  (b) Debt Issuances.  Upon receipt on or after the Closing Date
by any Loan Party or any of its  Subsidiaries of Net Cash Proceeds  arising from
the incurrence by any Loan Party or any of its  Subsidiaries  of Indebtedness of
the type  specified in clause (a) or (b) of the  definition  thereof (other than
any such Indebtedness  permitted to be incurred under Section 8.1), the Borrower
shall immediately pay or cause to be paid to the Administrative  Agent an amount
equal to 50% of such Net Cash Proceeds.

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       29
<PAGE>


                  (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 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)
through (d) of Section 8.4 or (ii) any  Property  Loss Event with respect to any
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  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)  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)  Rate.  The  Term  Loans  and the
outstanding  amount of all other  Obligations  (other  than  pursuant to Secured
Hedging  Agreements) shall bear interest,  in the case of the Term Loans, on the
unpaid  principal  amount thereof from the Closing Date 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 Term Loan is a Base Rate Loan, on
the last day of each calendar quarter commencing on the first such day following
the making of such Loan, (2) if such Term Loan is a Eurodollar Rate Loan, on the
last  day of  each  Interest  Period  applicable  to  such  Term  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

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       30
<PAGE>


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) 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
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, 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 Term Loan (or portion  thereof)  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.   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.

                  Section 2.12  Application  of  Payments.  (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) shall
be applied first, to repay the outstanding  principal balance of the Term Loans;
and,  then,  except to the  extent  required  to pay other  Indebtedness  of the
Borrower, any excess shall be retained by the Borrower.

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       31
<PAGE>


                  (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,  (iii) third, to pay interest then due and
payable in respect of the Term  Loans,  (iv)  fourth,  to repay the  outstanding
principal  amounts of the Term Loans and to pay  amounts  owing with  respect to
Secured  Hedging  Agreements and (v) fifth,  to the ratable payment of all other
Obligations.

                  (d) Application of Payments  Generally.  All repayments of any
Term Loans  shall be  applied  first,  to repay  that  portion of the Term Loans
outstanding as Base Rate Loans and then, to repay that portion of the Term 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.  All  repayments of Term Loans shall be applied pro
rata among the Term Loans and to reduce  ratably the remaining  installments  of
such  outstanding  principal  amounts of the Term  Loans in the stated  order of
their  maturities.  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 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)  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.

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       32
<PAGE>


                  (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.

                  Section 2.14  Evidence of Debt.  (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 Term 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 and each  Lender in each of their  obligations  under this
Agreement  to make each Term  Loan,  and any  assignment  of any such  interest,
obligation  or right and (B)  accounts in the  Register in  accordance  with its

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       33
<PAGE>


usual  practice  in which it shall  record  (1) the names and  addresses  of the
Lenders  (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 Term  Loan,  and for
Eurodollar Rate Loans, the Interest Period applicable thereto, (4) the amount of
any  principal  or interest  due and  payable or paid and (5) 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 Term  Loans  (including  any Notes
evidencing  such Term Loans) are registered  obligations,  the right,  title and
interest of the Lenders  and their  assignees  in and to the Term Loans 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 Term Loans 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 Term Loans in  accordance  with their  terms.  In
addition, the Loan Parties, the Administrative Agent and the Lenders shall treat
each Person  whose name is recorded in the Register as a Lender for all purposes
of this  Agreement.  Information  contained in the Register  with respect to any
Lender shall be available for access by the Borrower,  the Administrative Agent,
such Lender at any reasonable time and from time to time upon  reasonable  prior
notice.  No Lender  shall,  in such  capacity,  have  access to or be  otherwise
permitted to review any information in the Register other than  information with
respect to such Lender 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 Term Loan 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  a
Eurodollar Rate Loan for such Interest Period,  the  Administrative  Agent shall
promptly so notify the Borrower and the Lenders,  whereupon  the  obligation  of

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       34
<PAGE>


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) 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  Eurodollar  Rate  Loans)  that such  Lender  may incur (A) to the
extent,  for any  reason  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  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,  or (ii) imposing any other cost to such
Lender with respect to compliance with its obligations  under any Loan Document,
then, upon demand by such Lender (with copy to the  Administrative  Agent),  the

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Borrower  shall pay to the  Administrative  Agent for the account of such Lender
amounts sufficient to compensate such Lender 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
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 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 any  corporation  controlling  such Lender) as a consequence of its
obligations  under or with  respect to any Loan  Document  to a level below that
which,  taking  into  account the  capital  adequacy  policies of such Lender or
corporation,  such  Lender  or  corporation  could  have  achieved  but for such
adoption or change,  then,  upon demand from time to time by such Lender (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
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 may use any
reasonable averaging and attribution methods.

                  Section  2.17  Taxes.  (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
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

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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
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

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

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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
               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) 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

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                                                   [DAYTON SUPERIOR CORPORATION]

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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.

                                   ARTICLE 3
                          CONDITIONS TO THE TERM LOANS

                  Section  3.1  Conditions  Precedent  to the  Term  Loans.  The
obligation of each Lender to make any a Term Loan 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

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       39
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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
               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  Revolving  Credit
               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
               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) the Loan  Parties  taken as a whole  are

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       40
<PAGE>


               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 (B) attached  thereto are complete and correct copies
               of each Related  Document  (other than the payoff  letter for the
               Existing Credit Agreement and the Revolving 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
               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 Revolving
               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 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 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 the funding of the Term Loans hereunder and the
Indebtedness  under  the  Revolving  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

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       41
<PAGE>


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  revolving
loans under the Revolving  Credit Agreement shall have been satisfied or waived,
and the  lenders  thereunder  shall have made  revolving  loans in the amount of
$88,666,104.52.

                  (e) 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.

                  (f) 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 Revolving  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.

                  (g) Request. The Administrative Agent shall have received,  to
the extent  required  by Article  II, a written,  timely and duly  executed  and
completed Notice of Borrowing.

                  (h)  Representations  and Warranties.  Each  representation or
warranty by any Loan Party contained  herein or in any other Loan Document shall
be true  and  correct  in all  material  respects  (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.

                  (i) No Default. There shall have occurred and be continuing no
Default or Event of Default  and no  Default  or Event of Default  would  result
after making the Term Loans.

                                   ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

                  To induce the  Lenders 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 to each of them
each of the following on and as the Closing Date:

                  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

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       42
<PAGE>


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.

                  (b) 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.

                  (c) 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 Revolving 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
Term Loan  Facility as  "Designated  Senior Debt" as such term is defined in the
Senior Subordinated Notes Indenture.

                  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

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       43
<PAGE>


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 Revolving 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) 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 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 Term Loans made on or prior to the date this representation and warranty
is  made,  (b) the  disbursement  of the  proceeds  of the Term  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.

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       44
<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 Term
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

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       45
<PAGE>


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.

                  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.

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       46
<PAGE>


                  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
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) 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.

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       47
<PAGE>


                                   ARTICLE 5
                               FINANCIAL COVENANTS

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

                  Section 5.1 Maximum Consolidated  Leverage Ratio. The Borrower
shall  not have,  on the last day of any  Fiscal  Quarter  set  forth  below,  a
Consolidated  Leverage  Ratio greater than the maximum ratio set forth  opposite
such Fiscal Quarter:

  ------------------------------------------------------------------------------
      FISCAL QUARTER ENDING              MAXIMUM CONSOLIDATED LEVERAGE RATIO
  ------------------------------------------------------------------------------
  ------------------------------------------------------------------------------
          June 30, 2008                               6.50 to 1
  ------------------------------------------------------------------------------
       September 30, 2008                             6.25 to 1
  ------------------------------------------------------------------------------
        December 31, 2008                             6.25 to 1
  ------------------------------------------------------------------------------
         March 31, 2009                               6.00 to 1
  ------------------------------------------------------------------------------
          June 30, 2009                               6.00 to 1
  ------------------------------------------------------------------------------
       September 30, 2009                             5.75 to 1
  ------------------------------------------------------------------------------
        December 31, 2009                             5.75 to 1
  ------------------------------------------------------------------------------
         March 31, 2010                               5.00 to 1
  ------------------------------------------------------------------------------
          June 30, 2010                               5.00 to 1
  ------------------------------------------------------------------------------
       September 30, 2010                             5.00 to 1
  ------------------------------------------------------------------------------
        December 31, 2010                             5.00 to 1
  ------------------------------------------------------------------------------
         March 31, 2011                               4.25 to 1
  ------------------------------------------------------------------------------
          June 30, 2011                               4.25 to 1
  ------------------------------------------------------------------------------
       September 30, 2011                             4.25 to 1
  ------------------------------------------------------------------------------
        December 31, 2011                             4.25 to 1
  ------------------------------------------------------------------------------
         March 31, 2012                               4.00 to 1
  ------------------------------------------------------------------------------
          June 30, 2012                               4.00 to 1
  ------------------------------------------------------------------------------
       September 30, 2012                             4.00 to 1
  ------------------------------------------------------------------------------
        December 31, 2012                             4.00 to 1
  ------------------------------------------------------------------------------
         March 31, 2013                               4.00 to 1
  ------------------------------------------------------------------------------
          June 30, 2013                               4.00 to 1
  ------------------------------------------------------------------------------
       September 30, 2013                             4.00 to 1
  ------------------------------------------------------------------------------
        December 31, 2013                             4.00 to 1
  ------------------------------------------------------------------------------

                  Section 5.2 Minimum Consolidated  Interest Coverage Ratio. The
Borrower  shall not have, on the last day of any Fiscal Quarter set forth below,

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       48
<PAGE>


a Consolidated Interest Coverage Ratio for the 4 Fiscal Quarter period ending on
such day less than the minimum ratio set forth opposite such Fiscal Quarter:

  ------------------------------------------------------------------------------
          FISCAL QUARTER ENDING              MINIMUM CONSOLIDATED INTEREST
                                                     COVERAGE RATIO
  ------------------------------------------------------------------------------
  ------------------------------------------------------------------------------
              June 30, 2008                            1.55 to 1
  ------------------------------------------------------------------------------
            September 30, 2008                         1.55 to 1
  ------------------------------------------------------------------------------
            December 31, 2008                          1.60 to 1
  ------------------------------------------------------------------------------
              March 31, 2009                           1.60 to 1
  ------------------------------------------------------------------------------
              June 30, 2009                            1.60 to 1
  ------------------------------------------------------------------------------
            September 30, 2009                         1.65 to 1
  ------------------------------------------------------------------------------
            December 31, 2009                          1.70 to 1
  ------------------------------------------------------------------------------
              March 31, 2010                           2.00 to 1
  ------------------------------------------------------------------------------
              June 30, 2010                            2.00 to 1
  ------------------------------------------------------------------------------
            September 30, 2010                         2.00 to 1
  ------------------------------------------------------------------------------
            December 31, 2010                          2.00 to 1
  ------------------------------------------------------------------------------
              March 31, 2011                           2.10 to 1
  ------------------------------------------------------------------------------
              June 30, 2011                            2.10 to 1
  ------------------------------------------------------------------------------
            September 30, 2011                         2.10 to 1
  ------------------------------------------------------------------------------
            December 31, 2011                          2.10 to 1
  ------------------------------------------------------------------------------
              March 31, 2012                           2.25 to 1
  ------------------------------------------------------------------------------
              June 30, 2012                            2.25 to 1
  ------------------------------------------------------------------------------
            September 30, 2012                         2.25 to 1
  ------------------------------------------------------------------------------
            December 31, 2012                          2.25 to 1
  ------------------------------------------------------------------------------
              March 31, 2013                           2.25 to 1
  ------------------------------------------------------------------------------
              June 30, 2013                            2.25 to 1
  ------------------------------------------------------------------------------
            September 30, 2013                         2.25 to 1
  ------------------------------------------------------------------------------
            December 31, 2013                          2.25 to 1
  ------------------------------------------------------------------------------

                                   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 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:

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       49
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                  (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
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 (i) 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  and (ii) in the course of the regular audit of the  businesses of
the Group Members, which audit was conducted in accordance with the standards of
the United States' Public Company  Accounting  Oversight Board (or any successor
entity),  such Group  Members'  Accountants  have  obtained no knowledge  that a
Default  in  respect  of  any  financial  covenant  contained  in  Article  V is
continuing  or, if in the  opinion  of the  Group  Members'  Accountants  such a
Default is continuing, a statement as to the nature thereof;  provided, that the
certification  in this  clause  (ii) shall not be  required  if  contrary to the
published   pronouncements  of  The  American   Institute  of  Certified  Public
Accountants.

                  (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

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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
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.

                  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

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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.

                  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

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                                                   [DAYTON SUPERIOR CORPORATION]

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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) 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
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 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

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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.

                  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

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                                                   [DAYTON SUPERIOR CORPORATION]

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

                  Section 7.9 Use of  Proceeds.  The  proceeds of the Term 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
and (b) for the payment of  transaction  costs,  fees and  expenses  incurred in
connection with the Loan Documents and the transactions contemplated therein.

                  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

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                                       55
<PAGE>


                    (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
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) 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

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                                       56
<PAGE>


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 Term Loan  Facility
and the Borrower hereunder.

                  Section 7.13  Interest  Rate  Contracts.  The Borrower  shall,
within 120 days after the  Closing  Date,  enter  into and  thereafter  maintain
Interest Rate Contracts on terms and with counterparties reasonably satisfactory
to the  Administrative  Agent,  to provide  protection  against  fluctuation  of
interest  rates until the 3rd  anniversary  of the  Closing  Date for a notional
amount equal to at least 50% of the sum of the aggregate Commitments on the date
hereof.

                                   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 and the Administrative
Agent  to  perform  and  observe  each  of the  following  covenants  until  the
Satisfaction Date:

                  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

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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 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, premiums, costs and expenses financed thereby;

                  (i) the Revolving  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
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;

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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  Revolving   Obligations  and  Liens
securing any Permitted Refinancing of the Revolving Obligations,  so long as the
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.

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                                       59
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                  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:

                  (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;

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                  (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;

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<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

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<PAGE>


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
(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 have been delivered under Section 6.1 or a Borrowing
Base  Certificate  (as  defined  in the  Revolving  Credit  Agreement)  has been
delivered  under Section 6.1 of the  Revolving  Credit  Agreement  most recently
prior to such purchase, prepayment, acquisition or retirement for value, (x) the
Consolidated  Leverage Ratio shall not be greater than 3.5:1.0 and (y) Borrowing
Availability  (as defined in the  Revolving  Credit  Agreement as of the Closing
Date) 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.

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                  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
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 Revolving Loan Documents and the
Senior  Subordinated  Notes Indenture and the documents  governing any Permitted

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                                                   [DAYTON SUPERIOR CORPORATION]

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Refinancing of the Senior  Subordinated  Notes or the Revolving 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
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  Revolving  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.

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                                                   [DAYTON SUPERIOR CORPORATION]

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                  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
Term Loan when the same becomes due and payable or (ii) any interest on any Term
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 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),   Article  V
(Financial  Covenants)  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

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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
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  or such Lien  shall  fail or cease to be a  perfected  Lien with the
priority  required in the relevant Loan Document on any  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) 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:  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), 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

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                                                   [DAYTON SUPERIOR CORPORATION]

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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 Omitted.

                                   ARTICLE 10
                            THE ADMINISTRATIVE AGENT

                  Section  10.1  Appointment  and  Duties.  (a)  Appointment  of
Administrative  Agent. Each Lender 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 is hereby authorized,  to (i) act as the disbursing and collecting agent for
the Lenders 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 to act as collateral  sub-agent for the  Administrative  Agent,  the
Lenders  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,  and may further  authorize and
direct the Lenders 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 hereby agrees to take such further
actions to the extent, and only to the extent, so authorized and directed.

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                                                   [DAYTON SUPERIOR CORPORATION]

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                  (c)   Limited   Duties.   Under   the  Loan   Documents,   the
Administrative  Agent (i) is acting  solely on behalf of the Lenders  (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 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 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 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)  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) 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,

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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.

                  (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 and 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 or any Lender  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 and the Borrower hereby waives and agrees not to assert (and the Borrower

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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 Term 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",
"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 acknowledges
that it shall, independently and without reliance upon the Administrative Agent,
any Lender 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, the Administrative Agent shall not have any
duty  or  responsibility  to  provide  any  Lender  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) 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

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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.  (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.  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.

                  Section 10.10 Release of Collateral or Guarantors. Each Lender
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

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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,  (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  satisfactory  in all  respects to the  applicable  L/C Issuer and the
Administrative  Agent and in an amount equal to 105% of each outstanding  Letter
of Credit),  in amounts and on terms and conditions and with parties  reasonably
satisfactory to the Administrative Agent.

Each Lender 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 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 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) No amendment or
waiver of any  provision of any Loan  Document  (other than the Fee Letter,  the
Control  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

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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;

                    (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 Term Loan owing
               to such Lender or (B) any fee or accrued interest payable to such
               Lender; 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 Term 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 2.8, 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),  any SPV that has been  granted  an  option  pursuant  to
Section 11.2(f) unless in writing and signed by the Administrative  Agent or, as
the case may be, such SPV in addition to any  signature  otherwise  required and
(y) the  consent of the  Borrower  shall not be  required to change any order of
priority set forth in Section 2.12. 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 Term  Loans or  resulting  in

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                                                   [DAYTON SUPERIOR CORPORATION]

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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
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) 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 that such Lender
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, 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  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 the Term Loans) 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 Term Loan Facility and (y) the aggregate
outstanding  principal  amount  (determined  as of  the  effective  date  of the
applicable  Assignment)  of the Term Loans and  Commitments  subject to any such
Sale shall be in a minimum amount of $1,000,000,  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 Term Loan  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.

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                                                   [DAYTON SUPERIOR CORPORATION]

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                  (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
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 Term  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
Term Loan that such Lender would  otherwise be required to make  hereunder  (and
the  exercise of such  option by such SPV and the making of Term Loans  pursuant
thereto  shall  satisfy  the  obligation  of such Lender to make such Term 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 Term  Loans);
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 Term  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

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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 Term 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
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,

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                                                   [DAYTON SUPERIOR CORPORATION]

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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)  The  Borrower   agrees  to
indemnify,  hold harmless and defend the Administrative Agent, each Lender, each
Secured Hedging Counterparty, 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),  the use or  intended  use of the  proceeds  of any Loan,  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
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

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       78
<PAGE>


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 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 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 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 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
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 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

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       79
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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 in whole or in part, such purchase shall be rescinded
and the  purchase  price  therefor  shall be  returned  to such  Lender  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) 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 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, 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  specified 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  and the  Administrative
Agent, 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

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       80
<PAGE>


(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)  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
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.

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       81
<PAGE>


                  (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) 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.

                  (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

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                                                   [DAYTON SUPERIOR CORPORATION]

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<PAGE>


(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
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)
Each Lender and the  Administrative  Agent  acknowledges  and agrees that it may
receive material non-public  information  hereunder  concerning the 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).

                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

                                       83
<PAGE>


                  (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]




                                                      TERM LOAN CREDIT AGREEMENT
                                                   [DAYTON SUPERIOR CORPORATION]

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<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 and Lender


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



                                       S-1

<PAGE>

                                   SCHEDULE I

                                   COMMITMENTS

------------------------------------------------------- ------------------------
Lender                                                  Commitment
------------------------------------------------------- ------------------------
General Electric Capital Corporation                    $100,000,000.00


------------------------------------------------------- ------------------------
Total                                                   $100,000,000.00
------------------------------------------------------- ------------------------