Exhibit 4.8


 


EXECUTION
COPY


 


 


 


 


DAYTON SUPERIOR CORPORATION,


 


AZTEC CONCRETE ACCESSORIES, INC.,


 


DAYTON SUPERIOR SPECIALTY CHEMICAL CORP.,


 


DUR-O-WAL, INC.,


 


SOUTHERN CONSTRUCTION PRODUCTS, INC.,


 


SYMONS CORPORATION,


 


TREVECCA HOLDINGS, INC.


 


(“GRANTORS”)


 


AND


 


GENERAL ELECTRIC CAPITAL CORPORATION, 

AS AGENT


 


 


SECURITY AGREEMENT


 

















 


TABLE OF CONTENTS


 


	
  1.

  	
   

  	
  DEFINED TERMS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  GRANT OF LIEN

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  AGENT’S
  AND LENDERS’ RIGHTS:  LIMITATIONS ON
  AGENT’S AND LENDERS’ OBLIGATIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  REPRESENTATIONS AND
  WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  BANK
  ACCOUNTS; COLLECTION OF ACCOUNTS AND PAYMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  AGENT’S
  APPOINTMENT AS ATTORNEY-IN-FACT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  REMEDIES:  RIGHTS UPON DEFAULT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  GRANT
  OF LICENSE TO USE INTELLECTUAL PROPERTY COLLATERAL

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  LIMITATION
  ON AGENT’S AND LENDERS’ DUTY IN RESPECT OF COLLATERAL

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  REINSTATEMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  SURETYSHIP
  WAIVERS BY GRANTOR; OBLIGTIONS ABSOLUTE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  EXPENSES AND ATTORNEY’S
  FEES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  NOTICES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  SEVERABILITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  NO WAIVER; CUMULATIVE
  REMEDIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  LIMITATION
  BY LAW

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  TERMINATION OF THIS
  AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  SUCCESSORS
  AND ASSIGNS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  COUNTERPARTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  GOVERNING LAW

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  WAIVER
  OF JURY TRIAL

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
   

  	
  HEADINGS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  NO
  STRICT CONSTRUCTION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  ADVICE OF
  COUNSEL

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
   

  	
  BENEFIT
  OF LENDERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
   

  	
  INTERCREDITOR
  AGREEMENT

  	
   

  



 


i

















 


SECURITY
AGREEMENT


 


THIS SECURITY AGREEMENT,
dated as of January 30, 2004 (this “Agreement”), by and among DAYTON
SUPERIOR CORPORATION, a Ohio corporation (“Borrower”), AZTEC CONCRETE
ACCESSORIES, INC., a California corporation, DAYTON SUPERIOR SPECIALTY CHEMICAL
CORP. a Kansas corporation, DUR-O-WAL, INC. a Delaware corporation, SOUTHERN
CONSTRUCTION PRODUCTS, INC. a Alabama corporation, SYMONS CORPORATION a
Delaware corporation and TREVECCA HOLDINGS, INC. a Delaware corporation
(together with Borrower, each referred to herein individually as a “Grantor”
and collectively as “Grantors”), and GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, in its capacity as Agent (in such
capacity, “Agent”) for itself and Lenders from time to time party to the
Credit Agreement as defined below (“Lenders”).


 


WHEREAS:


 


(A)                              Pursuant
to that certain Credit Agreement dated as of the date hereof (including all
annexes, exhibits and schedules thereto, and as from time to time amended,
restated, supplemented or otherwise modified, the “Credit Agreement”) by
and among Grantors, Agent and Lenders, the Lenders have agreed to make available
to Borrower, upon the terms and conditions thereof, a certain revolving credit
facility;


 


(B)                                Borrower
wishes to borrow certain Loans and cause certain Letters of Credit to be
issued;


 


(C)                                each
Grantor (other than Borrower) is a subsidiary of Borrower, Grantors engage in
business transactions with one another, and each Grantor will benefit from the
Loans and other financial accommodations made under the Credit Agreement;


 


(D)                               each
Grantor (other than Borrower) has entered into a Guaranty dated as of the date
hereof (as amended, supplemented, restated or otherwise modified and in effect
from time to time), in favor of Agent, pursuant to which, among other things,
each Grantor has guaranteed all obligations of the other Credit Parties
pursuant to the Credit Agreement; and


 


(E)                                 in
order to induce Agent and Lenders to make the Loans and to incur the Letter of
Credit Obligations (as defined in the Credit Agreement) to be made and incurred
by Lenders as provided for in the Credit Agreement, each Grantor has agreed to
grant a continuing Lien on the Collateral (as hereinafter defined) to secure
the Obligations.


 


NOW, THEREFORE, in consideration of the
premises and mutual covenants herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


1.                                       DEFINED TERMS


 


(a)                                  All
capitalized terms used but not otherwise defined herein have the meanings given
to them in the Credit Agreement or in Annex A thereto.  All other terms contained in this Agreement,
unless the context indicates otherwise, have the meanings provided for by the
Code to the extent the same are used or defined therein.


 


(b)                                 “Uniform
Commercial Code jurisdiction” means any jurisdiction that has adopted all
or substantially all of Article 9 as contained in the 2000 Official Text
of the Uniform Commercial Code, as recommended by the National Conference of
Commissioners on 


 

















 


Uniform State Laws
and the American Law Institute, together with any subsequent amendments or
modifications to the Official Text.


 


2.                                       GRANT OF LIEN


 


(a)                                  To
secure the prompt and complete payment, performance and observance of all of
the Obligations and all renewals, extensions, restructurings and refinancings
thereof, and all obligations, liabilities, and indebtedness of Grantors arising
under this Agreement, each Grantor hereby grants, assigns, conveys, mortgages,
pledges, hypothecates and transfers to Agent, for itself and the benefit of
Lenders, a Lien upon all of its right, title and interest in, to and under all
personal property and other assets, whether now owned by or owing to, or
hereafter acquired by or arising in favor of such Grantor (including under any
trade names, styles or derivations thereof), and whether owned or consigned by
or to, or leased from or to, such Grantor, and regardless of where located (all
of which being hereinafter collectively referred to as the “Collateral”),
including:


 


(i)                                     all
Accounts;


 


(ii)                                  all
Chattel Paper;


 


(iii)                               all
Documents;


 


(iv)                              all
General Intangibles (including all Payment Intangibles (as defined in the
Code), trademarks, patents, copyrights, other intellectual property and
licenses thereof, payment intangibles and Software);


 


(v)                                 all
Goods (including Inventory, Equipment and Fixtures);


 


(vi)                              all
Instruments;


 


(vii)                           all
Investment Property;


 


(viii)                        all
Deposit Accounts (as defined in the Code) of such Grantor, including all
blocked accounts and all other bank accounts and all deposits therein;


 


(ix)                                all
money, cash or Cash Equivalents of such Grantor;


 


(x)                                   all
Supporting Obligations (as defined in the Code) and Letter-of-Credit Rights (as
defined in the Code) of such Grantor;


 


(xi)                                all
Intercompany Notes; and


 


(xii)                             to
the extent not otherwise included, all Proceeds (as defined in the Code), tort
claims, insurance claims and other rights to payments not otherwise included in
the foregoing and products of the foregoing and all accessions to,
substitutions and replacements for, and income, benefits, rents and profits of,
each of the foregoing and, to the extent related to any of the foregoing, all
books, correspondence, credit files, records, invoices, and other papers
(including without limitation all tapes, cards, computer runs and other papers
and documents in the possession or under the control of such Grantor or any
computer bureau or service company from time to time acting for such Grantor).


 


2

















 


Notwithstanding anything
herein to the contrary, in no event shall the security interest granted
hereunder attach to any lease, license, contract, property rights or agreement
to which any Grantor is a party or any of its rights or interests thereunder if
and for so long as the grant of such security interest shall constitute or
result in (a) the abandonment, invalidation or unenforceability of any right,
title or interest of any Grantor therein or (b) in a breach or termination
pursuant to the terms of, or a default under, any such lease, license,
contract, property rights or agreement (other than to the extent that any
provision resulting in such a breach, termination or default would be rendered
ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform
Commercial Code (or any successor provision or provisions) of any relevant jurisdiction
or any other applicable law (including the Bankruptcy Code) or principles of
equity); and none of the property described in the first portion of this
sentence shall constitute “Collateral” for any purpose of this Agreement; provided,
however, that to the extent such security interest shall not so attach,
the applicable Grantor shall, in any event, be subject to the provisions of Section 5(a)(i)
below; provided further, however, that such security interest
shall attach immediately at such time as the condition causing such
abandonment, invalidation, unenforceability, breach termination or default
shall be remedied and, to the extent severable, shall attach immediately to any
portion of such lease, license, contract, property rights or agreement that
does not result in any of the consequences specified in (a) or (b) of the first
portion of this sentence.


 


(b)                                 In
addition, to secure the prompt and complete payment, performance and observance
of the Obligations, all renewals, extensions, restructurings and refinancings
thereof and all obligations, liabilities and indebtedness of Grantors arising
under this Agreement, and in order to induce Agent and Lenders as aforesaid,
each Grantor hereby grants to Agent, for itself and the benefit of Lenders, a
right of setoff against the property of such Grantor held by Agent or any
Lender, consisting of property described above in Section 2(a) now
or hereafter in the possession or custody of or in transit to Agent or any
Lender, for any purpose, including safekeeping, collection or pledge, for the
account of such Grantor, or as to which such Grantor may have any right or
power.


 


(c)                                  Notwithstanding
the foregoing, the Collateral covered by this Agreement shall not include any
equity interests in Borrower or any other Grantor, such equity interests being
subject to the Pledge Agreement.


 


3.                                       AGENT’S AND LENDERS’ RIGHTS:  LIMITATIONS ON AGENT’S AND LENDERS’
OBLIGATIONS


 


(a)                                  It
is expressly agreed by each Grantor that, anything herein or in any other Loan
Document to the contrary notwithstanding, each Grantor shall remain liable
under each of its respective Contractual Obligations, including all Licenses,
to observe and perform all the conditions and obligations to be observed and
performed by it thereunder; provided, however, that such
liability of any Grantor shall terminate with respect to any Contractual
Obligation upon the foreclosure thereof by Agent.  Neither Agent nor any Lender shall have any obligation or
liability under any Contractual Obligation by reason of or arising out of this
Agreement or any other Loan Document or the granting herein of a Lien thereon
or the receipt by Agent or any Lender of any payment relating to any
Contractual Obligation pursuant hereto. 
Neither Agent nor any Lender shall be required or obligated in any
manner to perform or fulfill any of the obligations of any Grantor under or
pursuant to any Contractual Obligation, or to make any payment, or to make any
inquiry as to the nature or the sufficiency of any payment received by it or
the sufficiency of any performance by any party under any Contractual
Obligation, or to present or file any claims, or to take any action to collect
or enforce any performance or the payment of any 


 


3

















 


amounts
which may have been assigned to it or to which it may be entitled at any time
or times.


 


(b)                                 Agent
may at any time after an Event of Default has occurred and is continuing (or if
any rights of set-off (other than set-offs against an Account arising under the
Contract giving rise to the same Account) or contra accounts may be asserted
with respect to the following), without prior notice to any Grantor, notify
each Grantor’s Account Debtors and all other Persons obligated on any of the
Collateral that Agent has a security interest therein, and that payments shall
be made directly to Agent, for itself and the benefit of Lenders.  At any time following the occurrence and
during the continuance of an Event of Default, upon the request of Agent, each
Grantor shall so notify its Account Debtors and other Persons obligated on the
Collateral.  Once any such notice has
been given to any Account Debtor or other Person obligated on the Collateral,
none of the Grantors shall give any contrary instructions to such Account Debtor
or other Person without Agent’s prior written consent.


 


(c)                                  Agent
may at any time, upon prior notice to the relevant Grantor, in Agent’s own
name, in the name of a nominee of Agent or in the name of any Grantor
communicate (by mail, telephone, facsimile or otherwise) with Account Debtors,
parties to Contractual Obligations and obligors in respect of Instruments to
verify with such Persons, to Agent’s satisfaction, the existence, amount, terms
of, and any other matter relating to, Accounts, Instruments, Chattel Paper
and/or payment intangibles.  If an Event
of Default shall have occurred and be continuing, each Grantor, at its own
expense, shall cause the independent certified public accountants then engaged
by such Grantor to prepare and deliver to Agent and each Lender at any time and
from time to time promptly upon Agent’s request the following reports with
respect to such Grantor:  (i) a
reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial
balances; and (iv) a test verification of such Accounts as Agent may
request.  Each Grantor, at its own
expense, shall deliver to Agent the results of each physical verification, if
any, which such Grantor may in its discretion have made, or caused any other
Person to have made on its behalf, of all or any portion of its Inventory.


 


4.                                       REPRESENTATIONS AND WARRANTIES


 


Each Grantor, jointly and
severally, represents and warrants that:


 


(a)                                  Each
Grantor has rights in and the power to transfer each item of the Collateral
upon which it purports to grant a Lien hereunder free and clear of any and all
Liens other than Permitted Encumbrances.


 


(b)                                 No
effective security agreement, financing statement, equivalent security or Lien
instrument or continuation statement covering all or any part of the Collateral
(other than in respect of Prior Lender Obligations or in respect of the Senior
Notes) is on file or of record in any public office, except such as may have
been filed (i) by any Grantor in favor of Agent pursuant to this Agreement or
the other Loan Documents and (ii) in connection with any other Permitted
Encumbrances.


 


(c)                                  This
Agreement is effective to create a valid and continuing Lien on and, upon the
filing of the appropriate financing statements in the filing offices listed on Schedule I
hereto or the entering into of three-party control agreements, as applicable, a
perfected Lien in favor of Agent, for itself and the benefit of Lenders, on the
Collateral with respect to 


 


4

















 


which a Lien may
be perfected by filing pursuant to the Code or by obtaining control through a
control agreement.  With respect to such
Collateral, such Lien is (after giving effect to the Intercreditor Agreement)
prior to all other Liens, except Permitted Encumbrances that would be prior to
Liens in favor of Agent for the benefit of Agent and Lenders as a matter of
law, and is enforceable as such as against any and all creditors of and
purchasers from any Grantor (other than purchasers and lessees of Inventory in
the ordinary course of business and non-exclusive licensees of General
Intangibles in the ordinary course of business).


 


(d)                                 Schedule II
hereto lists all Instruments (other than checks), Documents and Letter of
Credit Rights (including any Intercompany Notes) of each Grantor.  All actions by each Grantor necessary or
desirable to protect and perfect the Lien of Agent on each item set forth on Schedule II
(including the delivery of all originals thereof to Agent as required by
Section 5(a)(ii) hereof) have been duly taken.  The Lien of Agent, for the benefit of Agent and Lenders, on the
Collateral listed on Schedule II hereto is prior to all other
Liens, except Permitted Encumbrances that would be prior to the Liens in favor
of Agent as a matter of law, and is enforceable as such against any and all
creditors of and purchasers from each Grantor.


 


(e)                                  Each
Grantor’s name as it appears in official filings in the state of its
incorporation or other organization, all prior names of each Grantor used
during the past five years, as they appeared from time to time in official
filings in the state of its incorporation or other organization, the type of
entity of each Grantor (including corporation, partnership, limited partnership
or limited liability company), organizational identification number issued by
each Grantor’s state of incorporation or organization or a statement that no
such number has been issued, each Grantor’s state of organization or
incorporation, the mailing address of each Grantor as of the date hereof, the
location of each Grantor’s chief executive office, principal place of business,
other offices, all warehouses and premises where Collateral is stored or
located, and the locations of each Grantor’s books and records concerning the
Collateral are set forth on Schedule IIIA, Schedule IIIB,
Schedule IIIC, Schedule IIID, Schedule IIIE,
Schedule IIIF and Schedule IIIG,respectively,
hereto.  Each Grantor is a registered
organization and has only one state of incorporation or organization.


 


(f)                                    With
respect to the Accounts, except as specifically disclosed in writing to Agent,
(i) they represent bona fide sales of Inventory or rendering of services to
Account Debtors in the ordinary course of each Grantor’s business and are not
evidenced by (A) a judgment, (B) Instrument or (C) Chattel Paper (unless, in
the case of (B) of this clause (i), such item is listed on Schedule II and
delivered to Agent pursuant to Section 5(a)(ii) hereof); (ii) except as to
which there would not be a Material Adverse Effect, there are no set-offs, claims
or disputes existing or asserted with respect thereto and none of the Grantors
has made any agreement with any of its Account Debtors for any extension of
time for the payment thereof, any compromise or settlement for less than the
full amount thereof, any release of any of its Account Debtors from liability
therefor, or any deduction therefrom except a discount or allowance allowed by
any Grantor in the ordinary course of its business for prompt payment and
disclosed to Agent; (iii) to each Grantor’s knowledge, there are no facts,
events or occurrences which in any way impair the validity or enforceability
thereof or could reasonably be expected to reduce the amount payable thereunder
to the extent that there would be a Material Adverse Effect as shown on such
Grantor’s books and records and any invoices, statements or other collateral
report delivered to Agent and Lenders with respect thereto; (iv) none of the
Grantors has


 


5

















 


received any
notice of proceedings or actions which are threatened or pending against any of
its Account Debtors which might result in any adverse change in such Account
Debtor’s financial condition and which would have a Material Adverse Effect on
any of the Grantors; (v) none of the Grantors has knowledge that any of its
Account Debtors is unable generally to pay its debts as they become due; and
(vi) to each Grantor’s knowledge, they constitute the legally valid and binding
obligation of the applicable Account Debtors. 
Further, with respect to the Accounts (x) the amounts shown on all
invoices, statements or other collateral reports which may be delivered to
Agent with respect thereto are actually owing to such Grantor as indicated
thereon and are not in any way contingent, except for such contingencies as may
exist under trade custom and practice; (y) no payments have been or shall be
made thereon except payments immediately delivered to the applicable blocked
accounts or Agent as required pursuant to the terms of Annex C to the Credit
Agreement; and (z) to each Grantor’s knowledge, all of its Account Debtors have
the capacity to contract.


 


(g)                                 With
respect to any Inventory, (i) such Inventory (other than Inventory leased or
rented to a third party) is located at one of the applicable Grantor’s
locations set forth on Schedule IIIA, Schedule IIIB, Schedule IIIC,
Schedule IIID, Schedule IIIE, Schedule IIIF or
Schedule IIIG, hereto, as applicable, (ii) no Inventory (other than
Inventory leased or rented to a third party) is now, or shall at any time or
times hereafter be stored at any other location without prior notice to Agent,
and the applicable Grantor will concurrently therewith obtain, to the extent
required by the Credit Agreement, bailee, landlord and mortgagee agreements, (iii) each
Grantor has good and merchantable title to its Inventory and such Inventory is
not subject to any Lien or security interest or document whatsoever except for
the Lien granted to Agent, for the benefit of Agent and Lenders, and except for
Permitted Encumbrances, (iv) except as specifically disclosed to Agent, such
Inventory is of good and merchantable quality, free from any defects, ordinary
wear and tear excepted, (v) such Inventory is not subject to any licensing,
patent, royalty, trademark, trade name or copyright agreements with any third
parties that would require any consent of any third party upon sale or other
disposition of that Inventory or the payment of any monies to any third party
upon such sale or other disposition, and (vi) the completion of
manufacture, sale or other disposition of such Inventory by Agent following an
Event of Default shall not require the consent of any Person and shall not
constitute a breach or default under any contract or agreement to which any
Grantor is a party or to which such property is subject.


 


(h)                                 Schedule IVA
sets forth under the name of each Grantor a complete and correct list of all
issued Patents, registered Trademarks and registered Copyrights, and pending
applications for the foregoing, owned by such Grantor on the date hereof; and
all registrations listed in Schedule IVA are valid and in full
force and effect.  None of the Grantors
has any interest in, or title to, any Patent, Trademark or Copyright except as
set forth in Schedule IVA hereto. 
This Agreement is effective to create a valid and continuing Lien on
and, upon filing of appropriate financing statements in the filing offices
listed on Schedule I hereto and of the Copyright Security
Agreements with the United States Copyright Office and filing of the Patent
Security Agreements and the Trademark Security Agreements with the United
States Patent and Trademark Office, perfected Liens in favor of Agent on each
Grantor’ s Patents, Trademarks and Copyrights and such perfected Liens are
enforceable as such as against any and all creditors of and purchasers from any
Grantor.  Upon filing of the Copyright
Security Agreements with the United States Copyright Office and filing of the
Patent Security Agreements and the Trademark Security Agreements with the United
States Patent and Trademark Office and 


 


6

















 


the filing of
appropriate financing statements listed on Schedule I hereto, all
action necessary or desirable to protect and perfect Agent’s Lien on each Grantor’s
Patents, Trademarks or Copyrights shall have been duly taken.


 


(i)                                     Schedule IVB
sets forth a complete and correct list of all material licenses granting
Grantors the right to use Intellectual Property in effect on the date hereof
(other than license agreements for “off the shelf” software).


 


5.                                       COVENANTS


 


Without limiting any
Grantor’s covenants and agreements contained in the Credit Agreement and other
Loan Documents, each Grantor covenants and agrees with Agent, for the benefit
of Agent and Lenders, that from and after the date of this Agreement and until
the Termination Date:


 


(a)                                  Further
Assurances; Pledge of Instruments; Chattel Paper.


 


(i)                                     At
any time and from time to time, upon the written request of Agent and at the
sole expense of such Grantor, such Grantor shall promptly and duly execute and
deliver any and all such further instruments and documents and take such
further actions as Agent may deem desirable to obtain the full benefits of this
Agreement and of the rights and powers herein granted, including (A) using
commercially reasonable efforts to secure all consents and approvals necessary
or appropriate for the assignment to or for the benefit of Agent of any
material Contractual Obligation, including any License, held by such Grantor and
to enforce the security interests granted hereunder; and (B) filing any
financing or continuation statements under the Code with respect to the Liens
granted hereunder or under any other Loan Document as to those jurisdictions
that are not Uniform Commercial Code jurisdictions.


 


(ii)                                  Unless
Agent shall otherwise consent in writing (which consent may be revoked), such
Grantor shall deliver to Agent all Collateral consisting of negotiable
Documents, certificated securities representing Collateral and Instruments
(other than checks but including Intercompany Notes) (in each case, (a) only if
such item of Collateral shall have a value greater than $200,000 and (b)
accompanied by stock powers, allonges or other instruments of transfer executed
in blank) promptly after such Credit Party receives the same; provided,
that, regardless of the value of any such individual item of Collateral, no
greater than $500,000 in the aggregate of all such items of Collateral may be
withheld from delivery at any one time.


 


(iii)                               Such
Grantor shall, in accordance with the terms of the Credit Agreement, obtain
waivers or subordinations of Liens from landlords, bailees and mortgagees, and
such Grantor shall in all instances obtain signed acknowledgements of Agent’s
Liens from bailees having possession of such Grantor’s Goods that they hold for
the benefit of Agent.


 


(iv)                              To
the extent required by Agent, such Grantor shall obtain authenticated control
letters in form and substance satisfactory to Agent from each issuer of
uncertificated securities constituting Collateral, securities intermediary, or
commodities intermediary issuing or holding any financial assets or commodities
to or for such Grantor.  Agent shall not
terminate such Grantor’s access to any 


 


7

















 


such financial
assets or commodities except during the continuation of an Event of Default.


 


(v)                                 If
such Grantor is or becomes the beneficiary of a letter of credit with a face
value in excess of $250,000, such Grantor shall promptly, and in any event
within five (5) Business Days after becoming a beneficiary, notify Agent
thereof and enter into a tri-party agreement with Agent and the issuer and/or
confirmation bank with respect to Letter-of-Credit Rights assigning such
Letter-of-Credit Rights to Agent and directing all payments thereunder to the
Agent’s account identified in Section 1.4 of the Credit Agreement, all in
form and substance reasonably satisfactory to Agent.  The requirement of this Section 5(a)(v) shall not apply to
any letters of credit that are supporting obligations for other Collateral.


 


(vi)                              Such
Grantor shall use commercially reasonable efforts to grant Agent control of all
electronic Chattel Paper in accordance with the Code and all “transferable
records” as defined in each of the Uniform Electronic Transactions Act and the
Electronic Signatures in Global and National Commerce Act.


 


(vii)                           Such
Grantor hereby irrevocably authorizes Agent at any time and from time to time
to file in any filing office in any Uniform Commercial Code jurisdiction any
initial financing statements and amendments thereto that (a) indicate the
Collateral (i) as all assets or personal property of such Grantor or words of
similar effect, regardless of whether any particular asset comprised in the
Collateral falls within the scope of Article 9 of the Code or such
jurisdiction, or (ii) as being of an equal or lesser scope or with greater
detail, and (b) contain any other information required by part 5 of
Article 9 of the Code for the sufficiency or filing office acceptance of
any financing statement or amendment, including (i) whether such Grantor is an
organization, the type of organization and any organization identification
number issued to such Grantor, and (ii) in the case of a financing statement
filed as a fixture filing or indicating Collateral as as-extracted collateral
or timber to be cut, a sufficient description of real property to which the
Collateral relates.  Such Grantor agrees
to furnish any such information to Agent promptly upon request.  Such Grantor also hereby ratifies its
authorization for Agent to have filed in any Uniform Commercial Code
jurisdiction any initial financing statements or amendments thereto if filed
prior to the date hereof.


 


(viii)                        Such
Grantor shall promptly, and in any event within five (5) Business Days after
the same is acquired by it, notify Agent of any Commercial Tort Claim (as
defined in the Code) acquired by it in excess of $250,000 and unless otherwise
consented by Agent (which consent may be revoked), such Grantor shall enter
into a supplement to this Agreement, granting to Agent a Lien in such
commercial tort claim.


 


(b)                                 Maintenance
of Records.  Such Grantor shall keep
and maintain, at its own cost and expense, satisfactory and customary records
of the Collateral, including a record of any and all payments received and any
and all credits granted with respect to the Collateral and all other dealings
with the Collateral.  Such Grantor shall
mark its books and records pertaining to the Collateral to evidence this
Agreement and the Liens granted hereby. 
If any Grantor retains possession of any Instruments (including
Intercompany Notes) with 


 


8

















 


Agent’s consent,
such Instruments (other than checks, but including Intercompany Notes) shall be
marked with the following legend:  “This
writing and the obligations evidenced or secured hereby are subject to the
security interest of General Electric Capital Corporation, as Agent, for the
benefit of Agent and certain Lenders.”


 


(c)                                  Covenants
Regarding Patent, Trademark and Copyright Collateral.


 


(i)                                     Such
Grantor shall notify Agent immediately if it knows or has reason to know that
any application or registration relating to any Patent, Trademark or Copyright
(now or hereafter existing) is reasonably likely to become abandoned or
dedicated, or of any adverse determination or development (including the
institution of, or any such determination or development in, any proceeding in
the United States Patent and Trademark Office, the United States Copyright
Office or any court) regarding such Grantor’s ownership of any Patent,
Trademark or Copyright, its right to register the same, or to keep and maintain
the same.


 


(ii)                                  In
no event shall such Grantor, either directly or through any agent, employee,
licensee or designee, file an application for the registration of any Patent,
Trademark or Copyright with the United States Patent and Trademark Office, the
United States Copyright Office or any similar office or agency without giving
Agent prior written notice thereof, and, upon request of Agent, such Grantor
shall execute and deliver any and all Patent Security Agreements, Copyright
Security Agreements or Trademark Security Agreements as Agent may reasonably
request to evidence Agent’s Lien on such Patent, Trademark or Copyright, and
the General Intangibles of such Grantor relating thereto or represented
thereby.


 


(iii)                               Such
Grantor shall take all commercially reasonable actions necessary or requested
by Agent to maintain and pursue (and not abandon) each application, to obtain
the relevant registration and to maintain the registration of each of the
Patents, Trademarks and Copyrights (now or hereafter existing), including the
filing of applications for renewal, affidavits of use, affidavits of
noncontestability and opposition and interference and cancellation proceedings,
unless such Grantor shall determine that such Patent, Trademark or Copyright is
not material to the conduct of its business.


 


(iv)                              In
the event that any of the Patent, Trademark or Copyright Collateral is
infringed upon, or misappropriated or diluted by a third party, each Grantor
shall comply with Section 5(a)(ix) of this Agreement.  Such Grantor shall, unless it shall reasonably
determine that such infringement, misappropriation or dilution of Patent,
Trademark or Copyright Collateral is in no way material to the conduct of its
business or operations, promptly sue for infringement, misappropriation or
dilution and to recover any and all damages for such infringement,
misappropriation or dilution, and shall take such other actions as Agent shall
reasonably deem appropriate under the circumstances to protect such Patent,
Trademark or Copyright Collateral.


 


(d)                                 Indemnification.  In any suit, proceeding or action brought by
Agent or any Lender relating to any Collateral for any sum owing with respect
thereto or to enforce any rights or claims with respect thereto, such Grantor
will save, indemnify and keep Agent and Lenders harmless from and against all
expense (including reasonable attorneys’ fees and expenses), loss or damage
suffered by reason of any defense, set-off, counterclaim, 


 


9

















 


recoupment or
reduction of liability whatsoever of its Account Debtors or other Person
obligated on the Collateral, arising out of a breach by such Grantor of any
obligation thereunder or arising out of any other agreement, indebtedness or
liability at any time owing to, or in favor of, such obligor or its successors
from such Grantor, except in the case of Agent or any Lender, to the extent
such expense, loss, or damage is attributable solely to the gross negligence or
willful misconduct of Agent or such Lender as finally determined by a court of
competent jurisdiction. All such obligations of each Grantor shall be and
remain enforceable against and only against such Grantor and shall not be
enforceable against Agent or any Lender.


 


(e)                                  Compliance
with Terms of Accounts, etc.  In all
material respects, such Grantor will perform and comply with all obligations in
respect of the Collateral and all other agreements to which it is a party or by
which it is bound relating to the Collateral.


 


(f)                                    Limitation
on Liens on Collateral.  Such
Grantor will not create, permit or suffer to exist, and will defend the
Collateral against, and take such other action as is necessary to remove, any
Lien on any of the Collateral except Permitted Encumbrances, and will defend
the right, title and interest of Agent and Lenders in and to any of such
Grantor’s rights under the Collateral against the claims and demands of all
Persons whomsoever, except claims pursuant to the Permitted Encumbrances.


 


(g)                                 Limitations
on Disposition.  Such Grantor will
not sell, license, lease, transfer or otherwise dispose of any of the Collateral,
or attempt or contract to do so except as permitted by Section 3.7 of the
Credit Agreement.


 


(h)                                 Further
Identification of Collateral.  Such
Grantor will, if so requested by Agent (but in no event more than once per
Fiscal Year), furnish to Agent statements and schedules further identifying and
describing the Collateral and such other reports in connection with the
Collateral as Agent may reasonably request, all in such detail as Agent may
reasonably specify.  Grantor shall
promptly notify Agent in writing upon acquiring any interest hereafter in
property that is of a type where a security interest or Lien must be or may be
registered, recorded or filed under, or notice thereof given under, any federal
statute or regulation and that is not already covered by this Agreement.


 


(i)                                     Notices.  Such Grantor will advise Agent promptly, in
reasonable detail (i) of any Lien (other than Permitted Encumbrances) or claim
made or asserted against any of the Collateral, and (ii) of the occurrence of
any other event which could reasonably be expected to have a Material Adverse
Effect on the aggregate value of the Collateral or on the Liens created
hereunder or under any other Loan Document.


 


(j)                                     Good
Standing Certificates.  Not less
frequently than once during each calendar year, such Grantor shall, unless
Agent shall otherwise consent (which consent may be revoked), provide to Agent
a certificate of good standing from its state of incorporation or organization.


 


(k)                                  Organizational/Collateral
Location Changes; No Reincorporation. 
Such Grantor will give Agent prior written notice of any change required
to be made to Schedule IIIA, Schedule IIIB, Schedule IIIC,
Schedule IIID, Schedule IIIE, Schedule IIIF or
Schedule IIIG.  Without
limiting the prohibitions on mergers involving any Grantor as contained in the
Credit Agreement, none of the Grantors shall reincorporate or reorganize itself
under 


 


10

















 


the laws of any
jurisdiction other than the jurisdiction in which it is incorporated or
organized as of the date hereof without 30 days prior written notice to Agent.


 


(l)                                     Terminations;
Amendments Not Authorized.  Such
Grantor acknowledges that it is not authorized to file any financing statement
or amendment or termination statement with respect to any financing statement
without the prior written consent of Agent and agrees that it will not do so
without the prior written consent of Agent, subject to such Grantor’s rights
under Section 9-509(d)(2) of the Code.


 


(m)                               Authorized
Terminations.  Agent will promptly
deliver to such Grantor for filing or authorize such Grantor to prepare and
file termination statements and releases in accordance with Section 9.20
of the Credit Agreement.


 


6.                                       BANK ACCOUNTS; COLLECTION OF ACCOUNTS
AND PAYMENTS


 


Within the time periods
specified in the Credit Agreement, each Grantor shall, in accordance with Section 2.10
of the Credit Agreement, enter into a blocked account, lockbox or similar
agreement with each bank or financial institution holding a Deposit Account
(other than a payroll account which is a zero balance account) for such
Grantor.  No Grantor shall establish any
Deposit Account (other than a payroll account which is a zero balance account)
with any bank or financial institution unless prior thereto Agent and such
Grantor shall have entered into a blocked account agreement or, if applicable,
lockbox or similar agreement, satisfactory to Agent with such bank or financial
institution.


 


Subject to the foregoing,
each Grantor hereby agrees that all payments received by Agent or any Lender
whether by cash, check, wire transfer or any other instrument, made to such
Deposit Accounts or otherwise received by Agent or any Lender and whether on
the Accounts or as proceeds of other Collateral or otherwise will be the sole
and exclusive property of Lenders.  Each
Grantor, and any of its Affiliates, employees, agents and other Persons acting
for or in concert with such Grantor shall, acting as trustee for Agent and
Lenders, receive, as the sole and exclusive property of Lenders, any moneys,
checks, notes, drafts or other payments relating to and/or constituting
proceeds of Accounts or other Collateral which come into the possession or
under the control of such Grantor or any Affiliates, employees, agent, or other
Persons acting for or in concert with such Grantor, and immediately upon
receipt thereof, such Grantor or such Persons shall deposit the same or cause
the same to be deposited in kind, in a Deposit Account or other account subject
to a blocked account, lockbox or similar agreement satisfactory to Agent.


 


Each Grantor shall close
each of its Deposit Accounts (and promptly establish replacement deposit
accounts with a financial institution which has executed, or is willing to
execute, a Bank Agency and Control Agreement) maintained with any
financial institution which is the subject of a notice from Agent that the
creditworthiness of such financial institution or any of its affiliates is no
longer acceptable to Agent, or that the operating performance, funds transfer
or availability procedures or performance with respect to any blocked account,
lockbox or similar agreement of such financial institution is no longer
acceptable in Agent’s reasonable judgment.


 


7.                                       AGENT’S APPOINTMENT AS ATTORNEY-IN-FACT


 


On the Closing Date each
Grantor shall execute and deliver to Agent a power of attorney (the “Power
of Attorney”) substantially in the form attached hereto as Exhibit A.  The power of attorney granted pursuant to
the Power of Attorney is a power coupled with an interest and shall be
irrevocable until the Termination Date. 
The powers conferred on Agent, for the benefit of 


 


11

















 


Agent and Lenders, under
the Power of Attorney are solely to protect Agent’s interests (for the benefit
of Agent and Lenders) in the Collateral and shall not impose any duty upon
Agent or any Lender to exercise any such powers.  Agent agrees that (a) except for the powers granted in clause (h)
of the Power of Attorney, it shall not exercise any power or authority granted
under the Power of Attorney unless an Event of Default has occurred and is
continuing, and (b) Agent shall account for any moneys received by Agent in
respect of any foreclosure on or disposition of Collateral pursuant to the
Power of Attorney provided that none of Agent nor any Lender shall have any
duty as to any Collateral, and Agent and Lenders shall be accountable only for
amounts they actually receive as a result of the exercise of such powers.  NONE OF AGENT, LENDERS OR THEIR RESPECTIVE
AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE
RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF
ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR
OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF
COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR
CONSEQUENTIAL DAMAGES.


 


8.                                       REMEDIES: 
RIGHTS UPON DEFAULT


 


(a)                                  In
addition to all other rights and remedies granted to it under this Agreement,
the Credit Agreement, the other Loan Documents and under any other instrument
or agreement securing, evidencing or relating to any of the Obligations, if any
Event of Default shall have occurred and be continuing, Agent may exercise all
rights and remedies of a secured party under the Code.  Without limiting the generality of the
foregoing, each Grantor expressly agrees that in any such event Agent, without
demand of performance or other demand, advertisement or notice of any kind
(except the notice specified below of time and place of public or private sale)
to or upon any Grantor or any other Person (all and each of which demands,
advertisements and notices are hereby expressly waived to the maximum extent
permitted by the Code and other applicable law), may forthwith (personally or
through its agents) enter upon the premises where any Collateral is located
through self-help, without judicial process, without first obtaining a final
judgment or giving any Grantor or any other Person notice and opportunity for a
hearing on Agent’s claim or action and may take possession of, collect,
receive, assemble, process, appropriate, remove and realize upon the
Collateral, or any part thereof, and may forthwith sell, lease, license,
assign, give an option or options to purchase, or sell or otherwise dispose of
and deliver said Collateral (or contract to do so), or any part thereof, in one
or more parcels at a public or private sale or sales, at any exchange at such
prices as it may deem acceptable, for cash or on credit or for future delivery
without assumption of any credit risk. 
Agent or any Lender shall have the right upon any such public sale or
sales and, to the extent permitted by law, upon any such private sale or sales,
to purchase for the benefit of Agent and Lenders, the whole or any part of said
Collateral so sold, free of any right or equity of redemption, which equity of
redemption each Grantor hereby releases. 
Such sales may be adjourned and continued from time to time with or
without notice.  Agent shall have the
right to conduct such sales on each Grantor’s premises or elsewhere and shall
have the right to use each Grantor’s premises without charge for such time or
times as Agent deems necessary or advisable.


 


If any Event of Default
shall have occurred and be continuing, each Grantor further agrees, at Agent’s
request, to assemble the Collateral and make it available to Agent at a place
or places designated by Agent which are reasonably convenient to Agent and such
Grantor, whether at such Grantor’s premises or elsewhere.  Without limiting the 


 


12

















 


foregoing, Agent shall
also have the right to require that each Grantor store and keep any Collateral
pending further action by Agent, and while Collateral is so stored or kept,
provide such guards and maintenance services as shall be necessary to protect
the same and to preserve and maintain Collateral in good condition.  Until Agent is able to effect a sale, lease,
license or other disposition of Collateral, Agent shall have the right to hold
or use Collateral, or any part thereof, to the extent that it deems appropriate
for the purpose of preserving Collateral or its value or for any other purpose
deemed appropriate by Agent.  Agent
shall not have any obligation to any Grantor to maintain or preserve the rights
of any Grantor as against third parties with respect to Collateral while
Collateral is in the possession of Agent. 
Agent may, if it so elects, seek the appointment of a receiver or keeper
to take possession of Collateral and to enforce any of Agent’s remedies (for
the benefit of Agent and Lenders), with respect to such appointment without
prior notice or hearing as to such appointment.  Agent shall apply the net proceeds of any such collection,
recovery, receipt, appropriation, realization or sale to the Obligations as
provided in the Credit Agreement, and only after so paying over such net
proceeds, and after the payment by Agent of any other amount required by any provision
of law, need Agent account for the surplus, if any, to any Grantor.  To the maximum extent permitted by
applicable law, each Grantor waives all claims, damages, and demands against
Agent or any Lender arising out of the repossession, retention or sale of the
Collateral except such as arise solely out of the gross negligence or willful
misconduct of Agent or such Lender as finally determined by a court of
competent jurisdiction.  Each Grantor
agrees that ten (10) days prior notice by Agent of the time and place of any
public sale or of the time after which a private sale may take place is
reasonable notification of such matters. 
Notwithstanding any such notice of sale, Agent shall not be obligated to
make any sale of Collateral.  In
connection with any sale, lease, license or other disposition of Collateral,
Agent may disclaim any warranties that might arise in connection therewith and
Agent shall have no obligation to provide any warranties at such time.  Each Grantor shall remain liable for any
deficiency if the proceeds of any sale or disposition of the Collateral are
insufficient to pay all Obligations, including any attorneys’ fees or other
expenses incurred by Agent or any Lender to collect such deficiency.


 


(b)                                 Except
as otherwise specifically provided herein, each Grantor hereby waives
presentment, demand, protest or any notice (to the maximum extent permitted by
applicable law) of any kind in connection with this Agreement or any
Collateral.


 


(c)                                  To
the extent that applicable law imposes duties on Agent to exercise remedies in
a commercially reasonable manner, each Grantor acknowledges and agrees that it
is not commercially unreasonable for Agent (i) to fail to incur expenses
reasonably deemed significant by Agent to prepare Collateral for disposition or
otherwise to complete raw material or work in process into finished goods or
other finished products for disposition, (ii) if not required by other law, to
fail to obtain governmental or third party consents for the collection or
disposition of Collateral to be collected or disposed of, (iii) to fail to
exercise collection remedies against Account Debtors or other Persons obligated
on Collateral or to remove Liens on or any adverse claims against Collateral,
(iv) to exercise collection remedies against Account Debtors and other Persons
obligated on Collateral directly or through the use of collection agencies and
other collection specialists, (v) to advertise dispositions of Collateral
through publications or media of general circulation, whether or not the
Collateral is of a specialized nature, (vi) to contact other Persons, whether
or not in the same business as any Grantor, for expressions of interest in
acquiring all or any portion of such Collateral, (vii) to hire one or more
professional auctioneers to assist in the disposition of Collateral, whether or
not the Collateral is of a 


 


13

















 


specialized
nature, (viii) to dispose of Collateral by utilizing internet sites that
provide for the auction of assets of the types included in the Collateral or
that have the reasonable capacity of doing so, or that match buyers and sellers
of assets, (ix) to dispose of assets in wholesale rather than retail markets,
(x) to disclaim disposition warranties, such as title, possession or quiet
enjoyment, (xi) to purchase insurance or credit enhancements to insure Agent
against risks of loss, collection or disposition of Collateral or to provide to
Agent a guaranteed return from the collection or disposition of Collateral, or
(xii) to the extent deemed appropriate by Agent, to obtain the services of
other brokers, investment bankers, consultants and other professionals to
assist Agent in the collection or disposition of any of the Collateral.  Each Grantor acknowledges that the purpose
of this Section 8(c) is to provide non-exhaustive indications of what
actions or omissions by Agent would be commercially reasonable in Agent’s
exercise of remedies against the Collateral and that other actions or omissions
by Agent shall not be deemed commercially unreasonable solely on account of not
being indicated in this Section 8(c). 
Without limitation upon the foregoing, nothing contained in this
Section 8(c) shall be construed to grant any rights to any Grantor or to
impose any duties on Agent that would not have been granted or imposed by this
Agreement or by applicable law in the absence of this Section 8(c).


 


(d)                                 Neither
Agent nor any Lender shall be required to make any demand upon, or pursue or
exhaust any of their rights or remedies against, any Grantor, any other
obligor, guarantor, pledgor or any other Person with respect to the payment of
the Obligations or to pursue or exhaust any of their rights or remedies with
respect to any Collateral therefor or any direct or indirect guarantee
thereof.  Neither Agent nor any Lender
shall be required to marshal the Collateral or any guarantee of the Obligations
or to resort to the Collateral or any such guarantee in any particular order,
and all of its and their rights hereunder or under any other Loan Document
shall be cumulative.  To the extent it
may lawfully do so, each Grantor absolutely and irrevocably waives and
relinquishes the benefit and advantage of, and covenants not to assert against
Agent or any Lender, any valuation, stay, appraisement, extension, redemption
or similar laws and any and all rights or defenses it may have as a surety now
or hereafter existing which, but for this provision, might be applicable to the
sale of any Collateral made under the judgment, order or decree of any court,
or privately under the power of sale conferred by this Agreement, or otherwise.


 


9.                                       GRANT OF LICENSE TO USE INTELLECTUAL
PROPERTY COLLATERAL


 


For the purpose of
enabling Agent to exercise rights and remedies under Section 8
hereof (including, without limiting the terms of Section 8 hereof,
in order to take possession of, hold, preserve, process, assemble, prepare for
sale, market for sale, sell or otherwise dispose of Collateral) at such time as
Agent shall be lawfully entitled to exercise such rights and remedies, each
Grantor hereby grants to Agent, for the benefit of Agent and Lenders, an
irrevocable, nonexclusive license (exercisable without payment of royalty or
other compensation to such Grantor) to use, license or sublicense any Intellectual
Property now owned or hereafter acquired by such Grantor, and wherever the same
may be located, and including in such license access to all media in which any
of the licensed items may be recorded or stored and to all computer software
and programs used for the compilation or printout thereof and an irrevocable
license (exercisable without payment of rent or other compensation to such
Grantor) to use and occupy all real estate owned or leased by such Grantor; provided,
however, that if and to the extent that the grant of license to Agent would
result in a violation of any agreements relating to the Intellectual Property
or the real estate or cause any such agreement to be void or voidable, the 


 


14

















 


license granted hereunder
shall be deemed limited to only such license or rights as Grantors may be
authorized to give without consent under such agreements without breaching or
voiding such agreements.


 


10.                                 LIMITATION ON AGENT’S AND LENDERS’ DUTY
IN RESPECT OF COLLATERAL


 


Agent and each Lender
shall use reasonable care with respect to the Collateral in its possession or
under its control.  Neither Agent nor
any Lender shall have any other duty as to any Collateral in its possession or
control or in the possession or control of any agent or nominee of Agent or
such Lender, or any income thereon or as to the preservation of rights against
prior parties or any other rights pertaining thereto.  Agent shall not be liable or responsible for any loss or damage
to any of the Collateral, or for any diminution in the value thereof, by reason
of the act or omission of any warehousemen, carrier, forwarding agency,
consignee or other agent or bailee selected by Agent in good faith.


 


11.                                 REINSTATEMENT


 


This Agreement shall remain
in full force and effect and continue to be effective should any petition be
filed by or against any Grantor for liquidation or reorganization, should any
Grantor become insolvent or make an assignment for the benefit of any creditor
or creditors or should a receiver or trustee be appointed for all or any
significant part of any Grantor’s assets, and shall continue to be effective or
be reinstated, as the case may be, if at any time payment and performance of
the Obligations, or any part thereof, is, pursuant to applicable law, rescinded
or reduced in amount, or must otherwise be restored or returned by any obligee
of the Obligations, whether as a “voidable preference,” “fraudulent
conveyance,” or otherwise, all as though such payment or performance had not
been made.  In the event that any
payment, or any part thereof, is rescinded, reduced, restored or returned, the
Obligations shall be reinstated and deemed reduced only by such amount paid and
not so rescinded, reduced, restored or returned.


 


12.                                 SURETYSHIP WAIVERS BY GRANTOR;
OBLIGATIONS ABSOLUTE


 


(a)                                  Except
as expressly provided herein, each Grantor waives demand, notice, protest,
notice of acceptance of this Agreement, notice of loans made, credit extended,
collateral received or delivered or other action taken in reliance hereon and
all other demands and notices of any description thereof, all in such manner
and at such time or times as Agent may deem advisable.  Agent shall have no duty as to the
collection or protection of the Collateral or any income thereon, nor as to the
preservation of rights against prior parties, nor as to the preservation of any
rights pertaining thereto beyond the safe custody thereof.


 


(b)                                 All
rights of Agent hereunder, the security interests and all obligations of each
Grantor hereunder shall be absolute and unconditional irrespective of (a) any
lack of validity or enforceability of the Credit Agreement, any other Loan
Document, any agreement with respect to any of the Obligations or any other
agreement or instrument relating to any of the foregoing, (b) any change in the
time, manner or place of payment of, or in any other term of, all or any of the
Obligations, or any other amendment or waiver of or any consent to any
departure from the Credit Agreement, any other Loan Document, or any other
agreement or instrument, (c) any exchange, release or non-perfection of any
Lien on other collateral, or any release or amendment or waiver of or consent
under or departure from or any acceptance of partial payment thereon and or settlement,
compromise or adjustment of any Obligation or of any guarantee, securing or
guaranteeing all or any of the Obligations, or (d) any other circumstance that
might 


 


15

















 


otherwise
constitute a defense available to, or a discharge of, such Grantor in respect
of the Obligations or this Agreement.


 


13.                                 EXPENSES AND ATTORNEY’S FEES


 


Without limiting any
Grantor’s obligations under the Credit Agreement or the other Loan Documents,
Grantors agree, jointly and severally, to promptly pay all fees, costs and
expenses (including reasonable attorneys’ fees and expenses) incurred in
connection with (a) protecting, storing, warehousing, appraising, insuring,
handling, maintaining and shipping the Collateral, (b) creating, perfecting,
maintaining and enforcing Agent’s Liens and (c) collecting, enforcing,
retaking, holding, preparing for disposition, processing and disposing of
Collateral.


 


14.                                 NOTICES


 


Any notice or other
communication required shall be in writing addressed to the respective party as
set forth below and may be personally served, telecopied, sent by overnight
courier service or U.S. mail and shall be deemed to have been given:  (a) if delivered in person, when delivered;
(b) if delivered by fax, on the date of transmission if transmitted on a
Business Day before 4:00 p.m. New York Time;  (c) if delivered by
overnight courier, one (1) Business Day after delivery to the courier properly
addressed; or (d) if delivered by U.S. mail, four (4) Business Days after deposit
with postage prepaid and properly addressed.


 


Notices shall be
addressed as follows:


 


	
  If to any Grantor:

  	
   

  	
  c/o Dayton Superior
  Corporation

  
	
   

  	
   

  	
  777 Washington Village
  Drive, Suite 130

  
	
   

  	
   

  	
  Dayton, Ohio 45459

  
	
   

  	
   

  	
  Attn:  Edward Puisis

  
	
   

  	
   

  	
  Fax No.:  (937) 428-9115

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  LATHAM & WATKINS

  
	
   

  	
   

  	
  885 Third Avenue, Suite 1000

  
	
   

  	
   

  	
  New York, New York 
  10022

  
	
   

  	
   

  	
  Attn:  Kirk
  Davenport, Esq.

  
	
   

  	
   

  	
  Fax: 
  (212)751-4864

  
	
   

  	
   

  	
   

  
	
  If to Agent or GE Capital:

  	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  	
  335 Madison Avenue

  
	
   

  	
   

  	
  12th Floor

  
	
   

  	
   

  	
  New York, New York 
  10017

  
	
   

  	
   

  	
  Attn:  Dayton
  Superior Account Officer

  
	
   

  	
   

  	
  Fax:  (212)
  983-8767

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  	
  335 Madison Avenue

  
	
   

  	
   

  	
  11th Floor

  
	
   

  	
   

  	
  New York, New York 
  10017

  
	
   

  	
   

  	
  Attn: 
  Corporate Counsel

  
	
   

  	
   

  	
  Corporate Financial Services – Global Sponsor
  Finance

  
	
   

  	
   

  	
  Fax:  (212)
  983-8767

  



 


16

















 


	
  And:

  	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  	
  201 High Ridge Road

  
	
   

  	
   

  	
  Stamford, Connecticut 06927-5100

  
	
   

  	
   

  	
  Attn:  Corporate
  Counsel

  
	
   

  	
   

  	
  Corporate Financial Services – Global Sponsor
  Finance

  
	
   

  	
   

  	
  Fax:  (203)
  316-7899

  



 


15.                                 SEVERABILITY


 


The invalidity,
illegality, or unenforceability in any jurisdiction of any provision under the
Loan Documents shall not affect or impair the remaining provisions in the Loan
Documents.


 


16.                                 NO WAIVER; CUMULATIVE REMEDIES


 


Neither Agent nor any
Lender shall by any act, delay, omission or otherwise be deemed to have waived
any of its rights or remedies hereunder, and no waiver shall be valid unless in
writing, signed by Agent and then only to the extent therein set forth.  A waiver by Agent of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which Agent would otherwise have had on any future occasion.  No failure to exercise nor any delay in
exercising on the part of Agent or any Lender, any right, power or privilege
hereunder, shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege hereunder preclude any other or
future exercise thereof or the exercise of any other right, power or
privilege.  The rights and remedies
hereunder provided are cumulative and may be exercised singly or concurrently,
and are not exclusive of any rights and remedies provided by law.  None of the terms or provisions of this
Agreement may be waived, altered, modified or amended except by an instrument
in writing, duly executed by Agent and each Grantor.


 


17.                                 LIMITATION BY LAW


 


All rights, remedies and
powers provided in this Agreement may be exercised only to the extent that the
exercise thereof does not violate any applicable provision of law, and all the
provisions of this Agreement are intended to be subject to all applicable
mandatory provisions of law that may be controlling and to be limited to the
extent necessary so that they shall not render this Agreement invalid,
unenforceable, in whole or in part, or not entitled to be recorded, registered
or filed under the provisions of any applicable law.


 


18.                                 TERMINATION OF THIS AGREEMENT


 


Subject to Section 11
hereof, this Agreement shall terminate upon the Termination Date. Following the
termination of this agreement, Agent shall, upon reasonable request, and at the
sole cost and expense of Grantors, execute such termination statements and
other releases (in form and substance reasonably satisfactory to Agent) with
respect to security granted hereunder, and Agent shall at such time transfer
any Instrument or Chattel Paper or other item of Collateral delivered to the
Agent hereunder to the Grantors, without recourse and without representation of
warranty.


 


19.                                 SUCCESSORS AND ASSIGNS


 


This Agreement and all
obligations of each Grantor hereunder shall be binding upon the successors and
permitted assigns of such Grantor (including any debtor-in-possession on behalf
of such Grantor) and shall, together with the rights and remedies of Agent, for
the benefit of Agent and Lenders, hereunder, inure to the benefit of Agent and
Lenders, all future holders of any 


 


17

















 


instrument evidencing any
of the Obligations and their respective successors and permitted assigns except
that Grantors may not assign any of their rights or obligations hereunder
without the written consent of all Lenders which assignment without such
consent shall be void.  No sales of
participations, other sales, assignments, transfers or other dispositions of
any agreement governing or instrument evidencing the Obligations or any portion
thereof or interest therein shall in any manner impair the Lien granted to
Agent, for the benefit of Agent and Lenders, hereunder.


 


20.                                 COUNTERPARTS


 


This Agreement and any
amendments, waivers, consents or supplements may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all of
which counterparts together shall constitute but one in the same
instrument.  This Agreement shall become
effective upon the execution of a counterpart hereof by each of the parties
hereto.


 


21.                                 GOVERNING LAW


 


(a)                                  THIS
AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES WHICH SHALL BE DEEMED
NOT TO INCLUDE SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


 


(b)                                 EACH
GRANTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT
LOCATED WITHIN NEW YORK COUNTY, STATE OF NEW YORK AND IRREVOCABLY AGREES THAT,
SUBJECT TO AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN
SUCH COURTS.  EACH GRANTOR EXPRESSLY
SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY
DEFENSE OF FORUM NON CONVENIENS.  EACH
GRANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT
ALL SUCH SERVICE OF PROCESS  MAY BE MADE UPON SUCH GRANTOR BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH
GRANTOR, AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE  SO
MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.  IN ANY
LITIGATION, TRIAL, ARBITRATION OR OTHER DISPUTE RESOLUTION PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, ALL THEN CURRENT
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF GRANTORS, CREDIT PARTIES OR ANY OF
THEIR RESPECTIVE SUBSIDIARIES SHALL BE DEEMED TO BE EMPLOYEES OR MANAGING
AGENTS OF GRANTORS OR SUCH CREDIT PARTIES FOR PURPOSES OF ALL APPLICABLE LAW OR
COURT RULES REGARDING THE PRODUCTION OF WITNESSES BY NOTICE FOR TESTIMONY
(WHETHER IN A DEPOSITION, AT TRIAL OR OTHERWISE).  GRANTORS AND CREDIT PARTIES AGREE THAT AGENT’S OR ANY LENDER’S
COUNSEL IN ANY SUCH DISPUTE RESOLUTION PROCEEDING MAY EXAMINE ANY OF THESE
INDIVIDUALS AS IF UNDER CROSS-EXAMINATION AND THAT ANY DISCOVERY DEPOSITION OF
ANY OF THEM MAY BE USED IN THAT PROCEEDING AS IF IT WERE AN 


 


18

















 


EVIDENCE DEPOSITION.  GRANTORS AND
CREDIT PARTIES IN ANY EVENT WILL USE ALL
COMMERCIALLY REASONABLE EFFORTS TO PRODUCE IN ANY SUCH DISPUTE RESOLUTION
PROCEEDING, AT THE TIME AND IN THE MANNER REQUESTED BY AGENT OR ANY LENDER, ALL
PERSONS, DOCUMENTS (WHETHER IN TANGIBLE, ELECTRONIC OR OTHER FORM) OR OTHER
THINGS UNDER THEIR CONTROL AND RELATING TO THE DISPUTE.


 


22.                                 WAIVER OF JURY TRIAL


 


EACH GRANTOR HEREBY
WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS SECURITY AGREEMENT AND THE OTHER LOAN DOCUMENTS.  EACH GRANTOR ACKNOWLEDGES THAT THIS WAIVER
IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, AND THAT AGENT
HAS RELIED ON THE WAIVER IN ENTERING INTO THIS SECURITY AGREEMENT AND THE OTHER
LOAN DOCUMENTS AND WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE
DEALINGS.  EACH GRANTOR WARRANTS AND
REPRESENTS THAT SUCH GRANTOR HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY
WAIVER WITH LEGAL COUNSEL, AND THAT SUCH GRANTOR KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS.


 


23.                                 HEADINGS


 


Section and
subsection headings are included herein for convenience of reference only
and shall not constitute a part of this Agreement for any other purposes or be
given substantive effect.


 


24.                                 NO STRICT CONSTRUCTION


 


The parties hereto have
participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of
intent or interpretation arises, this Agreement shall be construed as if drafted
jointly by the parties hereto and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any provisions
of this Agreement.


 


25.                                 ADVICE OF COUNSEL


 


Each of the parties
represents to each other party hereto that it has discussed this Agreement and,
specifically, the provisions of Section 21 and Section 22,
with its counsel.


 


26.                                 BENEFIT OF LENDERS


 


All Liens granted or
contemplated hereby shall be for the benefit of Agent and Lenders, and all
proceeds or payments realized from Collateral in accordance herewith shall be
applied to the Obligations in accordance with the terms of the Credit
Agreement.


 


27.                                 INTERCREDITOR AGREEMENT


 


The security interest of
Agent in favor of Lenders granted hereunder and the rights of such parties in
respect thereof shall be subject to and entitled to the benefits of the terms
of the Intercreditor Agreement.


 


 


19

















 


[SIGNATURE PAGE FOLLOWS]


 


 


20

















 


IN WITNESS WHEREOF, each of the parties
hereto has caused this Agreement to be executed and delivered by its duly
authorized officer as of the date first set forth above.


 


	
   

  	
  DAYTON
  SUPERIOR CORPORATION,

  
	
   

  	
  as a
  Grantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward J. Puisis

  	
   

  
	
   

  	
  Name: Edward J. Puisis

  
	
   

  	
  Title: Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AZTEC
  CONCRETE ACCESSORIES, INC.,

  
	
   

  	
  as a
  Grantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward J. Puisis

  	
   

  
	
   

  	
  Name: Edward J. Puisis

  
	
   

  	
  Title: Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DAYTON
  SUPERIOR SPECIALTY CHEMICAL CORP.,

  
	
   

  	
  as a
  Grantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward J. Puisis

  	
   

  
	
   

  	
  Name: Edward J. Puisis

  
	
   

  	
  Title: Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DUR-O-WAL,
  INC.,

  
	
   

  	
  as a
  Grantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward J. Puisis

  	
   

  
	
   

  	
  Name: Edward J. Puisis

  
	
   

  	
  Title: Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SOUTHERN
  CONSTRUCTION PRODUCTS, INC.,

  
	
   

  	
  as a
  Grantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward J. Puisis

  	
   

  
	
   

  	
  Name: Edward J. Puisis

  
	
   

  	
  Title: Vice President and Chief Financial Officer

  



 


SIGNATURE PAGE TO DAYTON SECURITY
AGREEMENT


 

















 


	
   

  	
  SYMONS
  CORPORATION,

  
	
   

  	
  as a
  Grantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward J. Puisis

  	
   

  
	
   

  	
  Name: Edward J. Puisis

  
	
   

  	
  Title: Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TREVECCA
  HOLDINGS, INC.,

  
	
   

  	
  as a
  Grantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward J. Puisis

  	
   

  
	
   

  	
  Name: Edward J. Puisis

  
	
   

  	
  Title: Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL
  ELECTRIC CAPITAL CORPORATION, as Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marc C. Robinson

  	
   

  
	
   

  	
  Name:  Marc
  C. Robinson

  
	
   

  	
  Title: Duly Authorized Signatory

  



 


SIGNATURE PAGE TO DAYTON SECURITY
AGREEMENT


 

















 


EXHIBIT
A


 


POWER
OF ATTORNEY


 


This Power of Attorney is
executed and delivered by each of DAYTON SUPERIOR CORPORATION, AZTEC CONCRETE
ACCESSORIES, INC., DAYTON SUPERIOR SPECIALTY CHEMICAL CORP., DUR-O-WAL, INC.,
SOUTHERN CONSTRUCTION PRODUCTS, INC., SYMONS CORPORATION and TREVECCA HOLDINGS,
INC. (referred to herein individually as “Grantor” and collectively as “Grantors”)
to General Electric Capital Corporation, a Delaware corporation (hereinafter
referred to as “Attorney”), as Agent for the benefit of Agent and Lenders,
under a Credit Agreement and a Security Agreement, both dated as of
January 30, 2004, and other related documents (the “Loan Documents”).  No person to whom this Power of Attorney is
presented, as authority for Attorney to take any action or actions contemplated
hereby, shall be required to inquire into or seek confirmation from any Grantor
as to the authority of Attorney to take any action described below, or as to
the existence of or fulfillment of any condition to this Power of Attorney,
which is intended to grant to Attorney unconditionally the authority to take
and perform the actions contemplated herein, and each Grantor irrevocably
waives any right to commence any suit or action, in law or equity, against any
person or entity which acts in reliance upon or acknowledges the authority
granted under this Power of Attorney. 
The power of attorney granted hereby is coupled with an interest, and
may not be revoked or canceled by any Grantor without Attorney’s written
consent.


 


Each Grantor hereby
irrevocably constitutes and appoints Attorney (and all officers, employees or
agents designated by Attorney), with full power of substitution, as such
Grantor’s true and lawful attorney-in-fact with full irrevocable power and
authority in the place and stead of such Grantor and in the name of such
Grantor or in its own name, from time to time in Attorney’s discretion, to take
any and all appropriate action and to execute and deliver any and all documents
and instruments which may be necessary or desirable to accomplish the purposes
of the Loan Documents upon the occurrence and during the continuance of an
Event of Default as defined and described in the Loan Documents.  Without limiting the generality of the
foregoing, each Grantor hereby grants to Attorney the power and right, on
behalf of such Grantor, without notice to or assent by any Grantor, and at any
time, to do the following upon the occurrence and during the continuance of an
Event of Default:  (a) change the mailing
address of such Grantor, open a post office box on behalf of such Grantor, open
mail for such Grantor, and ask, demand, collect, give acquittances and receipts
for, take possession of, endorse any invoices, freight or express bills, bills
of lading, storage or warehouse receipts, drafts against debtors, assignments,
verifications, and notices in connection with any property of such Grantor; (b)
effect any repairs to any asset of such Grantor, or continue or obtain any
insurance and pay all or any part of the premiums therefor and costs thereof, and
make, settle and adjust all claims under such policies of insurance, and make
all determinations and decisions with respect to such policies; (c) pay or
discharge any taxes, liens, security interests, or other encumbrances levied or
placed on or threatened against such Grantor or its property; (d) defend any
suit, action or proceeding brought against such Grantor if such Grantor does
not defend such suit, action or proceeding or if Attorney believes that such
Grantor is not pursuing such defense in a manner that will maximize the
recovery to Attorney, and settle, compromise or adjust any suit, action, or
proceeding described above and, in connection therewith, give such discharges
or releases as Attorney may deem appropriate; (e) file or prosecute any claim,
litigation, suit or proceeding in any court of competent jurisdiction or before
any arbitrator, or take any other action otherwise deemed appropriate by
Attorney for the purpose of collecting any and all such moneys due to such
Grantor whenever payable and to enforce any other right in respect of such
Grantor’s property; (f) cause the certified public accountants then engaged by
such Grantor to prepare and deliver to Attorney at any time and from time to
time, promptly upon Attorney’s request, the following reports:  (1) a reconciliation of all accounts, (2) an
aging of all accounts, (3) trial balances, (4) test verifications of such
accounts as Attorney may request, and (5) the results of each physical
verification of inventory; (g) communicate in its own name with any party to
any Contract with regard to the assignment of the right, title and interest of
such Grantor in and under the Contracts and other matters relating thereto; (h)
to file such financing statements with respect to


 


A-1

















 


the Security
Agreement, with or without such Grantor’s signature, or to file a photocopy of
the Security Agreement in substitution for a financing statement, as Agent may
deem appropriate and to execute in such Grantor’s name such financing
statements and amendments thereto and continuation statements which may require
such Grantor’s signature; (i) execute, in connection with any sale provided for
in any Loan Document, any endorsements, assignments or other instruments of
conveyance or transfer with respect to any collateral subject to the Loan
Documents and to otherwise direct such sale or resale; (j) exercise the rights
of such Grantor with respect to the obligation of all account debtors to make
payment or otherwise render performance to such Grantor; (k) exercise the
rights of such Grantor to, and take any and all actions that Attorney deems
appropriate to realize the benefit of, any intellectual property; and (l)
assert any claims such Grantor may have, from time to time, against any other
party to any contract to which such Grantor is a party and to otherwise
exercise any right or remedy of such Grantor thereunder, all as though Attorney
were the absolute owner of the property of such Grantor for all purposes, and to
do, at Attorney’s option and such Grantor’s expense, at any time or from time
to time, all acts and other things that Attorney reasonably deems necessary to
perfect, preserve, or realize upon such Grantor’s property or assets and
Attorney’s Liens thereon, all as fully and effectively as such Grantor might
do.  Each Grantor hereby ratifies, to
the extent permitted by law, all that said Attorney shall lawfully do or cause
to be done by virtue hereof.


 


A-2

















 


IN WITNESS WHEREOF, this
Power of Attorney is executed by each Grantor pursuant to the authority of its
board of directors on this         day of
[                              ],
2004.


 


	
   

  	
  DAYTON
  SUPERIOR CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  AZTEC
  CONCRETE ACCESSORIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  DAYTON
  SUPERIOR SPECIALTY CHEMICAL CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  DUR-O-WAL,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  SOUTHERN
  CONSTRUCTION PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  SYMONS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
   

  
	
   

  	
  TREVECCA
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


NOTARY
PUBLIC CERTIFICATE


 


On this
     day of
                        ,
2004,                                 who
is personally known to me appeared before me in his/her capacity as the
                             of
Dayton Superior Corporation and executed on behalf of Dayton Superior
Corporation the Power of Attorney in favor of General Electric Capital
Corporation to which this Certificate is attached.


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 

















 


NOTARY
PUBLIC CERTIFICATE


 


On this
          day of
                             ,
2004,                                              who
is personally known to me appeared before me in his/her capacity as the                         
of Aztec Concrete Accessories, Inc. and executed on behalf of Aztec Concrete
Accessories, Inc. the Power of Attorney in favor of General Electric Capital
Corporation to which this Certificate is attached.


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 

















 


NOTARY
PUBLIC CERTIFICATE


 


On this
         day of
                        ,
2004,                                              who
is personally known to me appeared before me in his/her capacity as the
                        
of Dayton Superior Specialty Chemical Corp. and executed on behalf of Dayton
Superior Specialty Chemical Corp. the Power of Attorney in favor of General
Electric Capital Corporation to which this Certificate is attached.


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 

















 


NOTARY
PUBLIC CERTIFICATE


 


On this
       day of
                    ,
2004,
                                             who
is personally known to me appeared before me in his/her capacity as the                         
of Dur-O-Wal, Inc. and executed on behalf of Dur-O-Wal, Inc. the Power of
Attorney in favor of General Electric Capital Corporation to which this
Certificate is attached.


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 

















 


NOTARY
PUBLIC CERTIFICATE


 


On this
          day of
                       ,
2004,                                              who
is personally known to me appeared before me in his/her capacity as the
                        
of Southern Construction Products, Inc. and executed on behalf of Southern
Construction Products, Inc. the Power of Attorney in favor of General Electric
Capital Corporation to which this Certificate is attached.


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 

















 


NOTARY
PUBLIC CERTIFICATE


 


On this
          day of
                            ,
2004,                                              who
is personally known to me appeared before me in his/her capacity as the
                        
of Symons Corporation and executed on behalf of Symons Corporation the Power of
Attorney in favor of General Electric Capital Corporation to which this
Certificate is attached.


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 

















 


NOTARY
PUBLIC CERTIFICATE


 


On this
        day of
                    ,
2004,                                              who
is personally known to me appeared before me in his/her capacity as the
                        
of Trevecca Holdings, Inc. and executed on behalf of Trevecca Holdings,
Inc.  the Power of Attorney in favor of
General Electric Capital Corporation to which this Certificate is attached.


 


	
   

  	
   

  
	
   

  	
  Notary Public