Exhibit 4.9


 


EXECUTION
COPY


 


 


DAYTON SUPERIOR CORPORATION


 


TREVECCA HOLDINGS, INC.


 


(“PLEDGORS”)


 


AND


 


GENERAL ELECTRIC CAPITAL CORPORATION, 

AS AGENT


 


 


PLEDGE AGREEMENT


 

















 


CONTENTS


 


	
  Clause

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Definition
  of Terms Used Herein Generally

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.2

  	
  Definition of
  Certain Terms Used Herein

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.3

  	
  Rules
  of Interpretation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Pledge

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Grant of Security Interest

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.2

  	
  Description of
  Pledged Collateral

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.3

  	
  Delivery of Certificates, Instruments, Etc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.4

  	
  Registration

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.5

  	
  Authorization
  to File Financing Statements

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Representations
  and Warranties of Pledgor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Pledgor’s
  Legal Status

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.2

  	
  Pledgor’s
  Legal Name

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.3

  	
  Pledgor’s
  Locations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.4

  	
  Authority;
  Binding Obligation; No Conflict

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.5

  	
  Title
  to Collateral

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.6

  	
  Pledged
  Collateral

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.7

  	
  Percentage
  Ownership

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.8

  	
  All of Pledgor’s Interests

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.9

  	
  Due
  Authorization, Etc., of Stock; Not Margin Stock

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.10

  	
  Required
  Consents

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.11

  	
  Nature of Security
  Interest

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.12

  	
  Partnership
  Interests

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.13

  	
  Limited Liability
  Company Interests

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Covenants
  of Pledgor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Pledgor’s Legal Status

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.2

  	
  Pledgor’s Name

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.3

  	
  Pledgor’s
  Organizational Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.4

  	
  Locations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.5

  	
  Title to Collateral

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.6

  	
  Taxes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.7

  	
  Further
  Assurances

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Voting Rights and Certain
  Payments Prior to Event of Default

  	
   

  



 


i

















 


	
   

  	
  5.1

  	
  Voting Rights and Ordinary
  Payments Prior to an Event of Default

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.2

  	
  Extraordinary
  Payments and Distributions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.3

  	
  Voting
  Rights and Ordinary Payments After an Event of Default

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  All Payments
  in Trust

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Expenses

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  Remedies

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Disposition
  Upon Default and Related Provisions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.2

  	
  Agent Appointed
  Attorney-in-Fact

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.3

  	
  Agent’s Duties of
  Reasonable Care

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.4

  	
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.5

  	
  Prior Recourse

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.6

  	
  Agent
  May Perform

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  Suretyship
  Waivers by Pledgor; Obligations Absolute

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  Marshalling

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  Proceeds
  of Dispositions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  Reinstatement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.1

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.2

  	
  GOVERNING LAW; CONSENT TO JURISDICTION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.3

  	
  WAIVER OF JURY TRIAL, ETC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.4

  	
  Counterparts; Effectiveness

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.5

  	
  Headings

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.6

  	
  No Strict
  Construction

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.7

  	
  Severability

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.8

  	
  Survival
  of Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.9

  	
  Binding Effect;
  Several Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.10

  	
  No Waiver; Cumulative
  Remedies

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.11

  	
  Limitation
  by Law

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.12

  	
  Termination of this
  Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.13

  	
  Intercreditor
  Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.14

  	
  Advice of
  Counsel

  	
   

  



 


ii

















 


PLEDGE
AGREEMENT


 


This PLEDGE AGREEMENT
(this “Pledge Agreement”), dated as of January 30, 2004, by
and among DAYTON SUPERIOR CORPORATION, a Ohio corporation, and TREVECCA
HOLDINGS, INC., a Delaware corporation (each referred to herein individually as
a “Pledgor” and collectively as “Pledgors”) and GENERAL ELECTRIC
CAPITAL CORPORATION, a Delaware corporation, in its capacity as Agent (in such
capacity, “Agent”) for itself and for the Lenders from time to time
party to the Credit Agreement defined below (“Lenders”).


 


WHEREAS:


 


A.                                   Pledgors
have entered into a 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 and in effect from time to time,
the “Credit Agreement”) by and among Dayton Superior Corporation as
Borrower, the other persons designated as “Credit Parties” on the signature
pages thereof, the financial institutions party thereto from time to time as
Lenders, and General Electric Capital Corporation as initial L/C Issuer, Lender
and Agent, pursuant to which, among other things, Lenders have agreed to make a
certain revolving credit facility available to Pledgor upon the terms and
subject to the conditions specified in the Credit Agreement;


 


B.                                     Borrower
wishes to borrow certain Loans and cause certain Letters of Credit to be issued
(as such terms are defined in the Credit Agreement);


 


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


 


D.                                    each
Pledgor (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 secure all Secured Obligations (as defined below), each Pledgor has agreed
to execute and deliver to Agent a pledge agreement in substantially the form
hereof.


 


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


 


1.                                       Definitions 


 


1.1                                 Definition of Terms Used Herein
Generally 


 


All terms used herein and
defined in the NYUCC shall have the same definitions herein as specified
therein; provided, however, that if a term is defined in Article 9
of the NYUCC differently than in another Article of the NYUCC, the term
has the meaning specified in Article 9 of the NYUCC.


 


1.2                                 Definition of Certain Terms Used Herein



 


As used herein, the
following terms shall have the following meanings:


 

















 


“Control Letter”
shall have the meaning assigned to such term in Section 2.3(a)(iii).


 


“event” shall have
the meaning assigned to such term in Section 8.3(a).


 


“Extraordinary
Payments” shall have the meaning assigned to such term in Section 5.1(b).


 


“Indemnified Party”
shall have the meaning assigned to such term in Section 8.4.


 


“Pledged Collateral”
shall have the meaning assigned to such term in Section 2.1.


 


“Pledged Securities”
shall have the meaning assigned to such term in Section 2.2(b).


 


“NYUCC” shall mean
the Uniform Commercial Code as in effect in the State of New York from time to
time.


 


“Second Lien”
shall mean the Lien on the Pledged Collateral granted by Pledgor under the
“Pledge Agreement” (as such term is defined in the Senior Notes Indenture).  


 


“Secured Obligations”
shall mean the Obligations and all liabilities, obligations, covenants, duties,
and indebtedness owing by Pledgor to Agent under this Pledge Agreement.  The term includes, without limitation,
interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding.


 


“Securities Act”
shall have the meaning assigned to such term in Section 8.1(d).


 


“Security Interests”
shall have the meaning assigned to such term in Section 7.


 


“UCC” shall mean
the Uniform Commercial Code as in effect in any jurisdiction (except as
otherwise contemplated in Section 3.3).  References to particular sections of Article 9 of the UCC
shall be, unless otherwise indicated, references to Revised Article 9 of
the UCC adopted and effective in certain jurisdictions on or after July 1,
2001.


 


1.3                                 Rules of Interpretation 


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and in Annex A thereto are used
herein as therein defined, and the rules of interpretation specified in
Annex A of the Credit Agreement shall be applicable to this Pledge
Agreement.  References to “Sections,”
“Exhibits” and “Schedules” shall be to Sections, Exhibits and Schedules,
respectively, of this Pledge Agreement unless otherwise specifically
provided.  Any of the terms defined in
this Pledge Agreement may, unless the context otherwise requires, be used in
the singular or the plural depending on the reference.  All references to statutes and related
regulations shall include (unless otherwise specifically provided
herein) any amendments of same and any successor statutes and regulations.


 


2.                                       Pledge 


 


2.1                                 Grant of Security Interest 


 


To secure the payment or
performance, as the case may be, in full of the Secured Obligations, whether at
stated maturity, by acceleration or otherwise, each Pledgor hereby pledges to
Agent,


 


4

















 


and grants to Agent a
first priority Security Interest in, all right, title and interest of such
Pledgor in, to and under the collateral described in Section 2.2
(collectively, the “Pledged Collateral”).


 


2.2                                 Description of Pledged Collateral 


 


(a)                                  The
Pledged Collateral is described as follows and on any separate schedules at any
time furnished by Pledgors to Agent (which schedules are hereby deemed part of
this Pledge Agreement):


 


(i)                                     all
right, title and interest of Pledgors as holders (whether now or in the
future) in (x) shares or other equity interests in any corporations,
limited liability companies or limited partnerships organized under the laws of
the United States (including, without limitation, those corporations and
limited liability companies described on Schedule 1 hereto), or any
warrants to purchase or depositary shares or other rights in respect of any
such interests, and (y) all shares of stock, certificates, instruments or
other documents evidencing or representing the same;


 


(ii)                                  all
right, title and interest of Pledgors as holders (whether now or in the
future) in (x) shares or other equity interests in any entity
directly owned by any Pledgor that is organized under the laws of a
jurisdiction outside the United States and described on Schedule 1 hereto
which represent (x) 65% of the Voting Stock of such entity and (y) 100% of the
Non-Voting Stock of such entity, or any warrants to purchase or depositary
shares or other rights in respect of any such interests, and (y) all
shares of stock, certificates, instruments or other documents evidencing or
representing the same;


 


(iii)                               all
right, title and interest of each of the Pledgors in and to all present and
future payments, proceeds, dividends, distributions, instruments, compensation,
property, assets, interests and rights in connection with or related to the
collateral listed in clauses (i) and (ii) above, and all monies due
or to become due and payable to each of the Pledgors in connection with or
related to such collateral or otherwise paid, issued or distributed from time
to time in respect of or in exchange therefor, and any certificate, instrument
or other document evidencing or representing the same (including, without
limitation, all proceeds of dissolution or liquidation); and


 


(iv)                              all
proceeds of all of the foregoing, of every kind, and all proceeds of such
proceeds.


 


(b)                                 The
shares of stock, certificates, instruments or other documents evidencing or
representing the foregoing shall be collectively referred to herein as the “Pledged
Securities”.  Notwithstanding
anything herein to the contrary, in no event shall the security interest
granted hereunder attach to, and neither “Pledged Securities” nor “Pledged
Collateral” shall include any of the outstanding capital stock of a “controlled
foreign corporation” (as defined in the IRC) in excess of 65% of the voting
power of all classes of capital stock of such controlled foreign corporation
entitled to vote.


 


2.3                                 Delivery of Certificates, Instruments, Etc. 


 


(a)                                  Each
Pledgor shall deliver to Agent:


 


5

















 


(i)                                     all
original shares of stock, certificates, instruments and other documents
evidencing or representing the Pledged Collateral owned by such Pledgor as of
the date hereof concurrently with the execution and delivery of this Pledge
Agreement,


 


(ii)                                  the
original shares of stock, certificates, instruments or other documents
evidencing or representing all Pledged Collateral (other than Pledged
Collateral that this Pledge Agreement specifically permits Pledgors to
retain) within ten (10) days after such Pledgor’s receipt thereof;


 


(iii)                               for
each uncertificated security existing on the date hereof and included in the
Pledged Collateral, an agreement in form and substance reasonably satisfactory
to Agent (a “Control Letter”) of the issuer thereof in which the issuer
agrees, among other things, that it will comply with instructions originated by
Agent with respect to the uncertificated securities (unless a Control Letter is
not required to perfect a security interest or ensure priority of a security
interest in such uncertificated security in the jurisdiction governing
perfection thereof); and


 


(iv)                              for
each uncertificated security created after the date hereof and included in the
Pledged Collateral, within 10 days following the issuance thereof, a Control Letter
(unless a Control Letter is not required to perfect a security interest or
ensure priority of a security interest in such uncertificated security in the
jurisdiction governing perfection thereof).


 


(b)                                 All
Pledged Securities that are certificated securities shall be in bearer form or,
if in registered form, shall be issued in the name of Agent or endorsed to
Agent or in blank.


 


2.4                                 Registration 


 


At any time and from time
to time, Agent may (with written notice to
the Pledgors of such Pledged Securities promptly following such transfer or
registration) cause all or any of the Pledged Securities to be
transferred to or registered in its name or the name of its nominee or
nominees.


 


2.5                                 Authorization to File Financing
Statements 


 


Each Pledgor hereby irrevocably
authorizes Agent at any time and from time to time to file in any jurisdiction
in which the UCC has been adopted any initial financing statements and
amendments thereto that (a) describe the Pledged Collateral, and
(b) contain any other information required by part 5 of
Article 9 of the UCC for the sufficiency or filing office acceptance of
any initial financing statement or amendment, including (i) whether such
Pledgor is an organization, the type of organization and any organizational
identification number issued to such Pledgor. 
Each Pledgor agrees to furnish any such information to Agent promptly
upon reasonable request.  Each Pledgor
also ratifies its authorization for Agent to have filed in any UCC jurisdiction
any like initial financing statements or amendments thereto if filed prior to
the date hereof.


 


3.                                       Representations
and Warranties of Pledgor 


 


Each Pledgor hereby
represents and warrants to Agent that:


 


6

















 


3.1                                 Pledgor’s Legal Status 


 


(a) Such Pledgor is an
organization, as set forth in Schedule 1 hereto; (b) such organization is
of the type, and is organized in the jurisdiction, set forth in Schedule 1
hereto; and (c) Schedule 1 hereto sets forth such Pledgor’s organizational
identification number (if any).


 


3.2                                 Pledgor’s Legal Name 


 


Such Pledgor’s name as
set forth in its organizational documents is that set forth in Schedule 1
hereto and on the signature page hereof.


 


3.3                                 Pledgor’s Locations 


 


Schedule 1 hereto
sets forth such Pledgor’s place of business.


 


3.4                                 Authority; Binding Obligation; No
Conflict 


 


Such Pledgor has full
power and authority to execute, deliver and perform its obligations in
accordance with the terms of this Pledge Agreement and to grant to Agent the
Security Interests in the Pledged Collateral pursuant hereto, without the
consent or approval of any other person or entity other than any consent or
approval which has been obtained and is in full force and effect. The granting
to Agent of the Security Interest in the Pledged Collateral hereunder, the
execution by Pledgor of this Pledge Agreement and the performance by such
Pledgor of its obligations hereunder do not and will not result in the
existence or imposition of any Lien nor obligate such Pledgor to create any Lien
other than such Security Interests and the Second Lien (which Second Lien is
and shall be subject and subordinate to the Lien created hereunder as provided
in the Intercreditor Agreement) in favor of any person or entity over all or
any of its assets.


 


3.5                                 Title to Collateral 


 


The Pledged Collateral is
owned by such Pledgor free and clear of any Lien, except for Permitted
Encumbrances.  Such Pledgor has not
filed or consented to the filing of (a) any financing statement or
analogous document under the UCC or any other applicable laws covering any
Pledged Collateral or (b) any assignment in which such Pledgor assigns any
Pledged Collateral or any security agreement or similar instrument covering any
Pledged Collateral with any foreign governmental, municipal or other office,
which financing statement or analogous document, assignment, security agreement
or similar instrument is still in effect, except, in each case, for Permitted
Encumbrances (including pursuant to the Credit Agreement).


 


3.6                                 Pledged Collateral 


 


Set forth on
Schedule 1 hereto is a complete and accurate list and description of all
the Pledged Collateral of such Pledgor as of the date hereof.


 


3.7                                 Percentage Ownership 


 


The Pledged Securities of
each issuer specifically identified on Schedule 1 hereto constitute, and
until this Pledge Agreement terminates shall , except as permitted by Sections
3.3 and  3.6(a) of the Credit Agreement,
continue to constitute, the percentage of the outstanding equity of each such
issuer as indicated on Schedule 1 hereto.


 


7

















 


3.8                                 All of Pledgor’s Interests 


 


As of the date hereof,
the Pledged Collateral set forth on Schedule 1 hereto constitutes all of
the equity interests of such Pledgor in any corporations (including, without
limitation, each of the corporate entities constituting a Subsidiary of such
Pledgor), limited liability companies, partnerships and other entities.


 


3.9                                 Due Authorization, Etc., of Stock; Not Margin Stock 


 


The Pledged Securities
listed on Schedule 1 hereto have been duly authorized and validly issued
and are fully paid and non-assessable and are not subject to any options to
purchase or similar rights of any person, and none of the Pledged Securities
constitutes Margin Stock, as such term is defined
in Regulation U of the Board of Governors of the Federal Reserve System.


 


3.10                           Required Consents 


 


Except as may be required
in connection with any disposition of any portion of the Pledged Securities by
laws affecting the offering and sale of securities generally and except as
permitted by and in accordance with the Credit Agreement (which consents have
been obtained), no consent of any person (including, without limitation,
partners, members, shareholders or creditors of Pledgor or of any subsidiary of
Pledgors or of any issuer of Pledged Securities) and no license, permit,
approval or authorization of, exemption by, notice or report to, or
registration, filing or declaration with, any governmental instrumentality is
required in connection with (i) the execution, delivery, performance,
validity or enforceability of this Pledge Agreement by such Pledgor,
(ii) the perfection or maintenance of the Security Interest created hereby
(including the first priority nature of such Security Interest), or (iii) the
exercise by Agent of the rights provided for in this Pledge Agreement.


 


3.11                           Nature of Security Interest 


 


Upon the delivery of the
Pledged Securities or, in the case of uncertificated securities included as
Pledged Securities, a Control Letter signed by the issuer thereof, to Agent,
the pledge of the Pledged Collateral pursuant to this Pledge Agreement creates
a valid and perfected first priority Security Interest in the Pledged
Collateral, securing the prompt and complete payment, performance and observance
of the Secured Obligations.


 


3.12                           Partnership Interests 


 


With respect to the
grants of security interests in general partner interests in limited
partnerships contained herein (if any), and limited partner interests in
limited partnerships contained herein (if any), each such partnership interest
is a security under Article 8 of the UCC as in effect in the jurisdiction
of organization of such limited partnership and neither such grant nor the
exercise by Agent of any right or remedy contained herein violates any
provision of the limited partnership agreement of such limited partnership and
each general partner and limited partner party thereto consents to such grants
and to the exercise, during the continuation of an Event of Default, of all
rights and remedies granted to Agent herein and the exercise by Agent or any
nominee thereof of all powers of the general partner granting such general
partnership interest, and of the limited partner granting such limited
partnership interest, and to the admission of Agent or its nominee or
transferee (at the election of Agent or such nominee or transferee) upon
foreclosure of any such general partner interest or limited partner interest of
such partnership.  Pledgors shall not
amend or permit to be amended the limited partnership agreement of any issuer
of Pledged Collateral 


 


8

















 


that is a limited
partnership other than as permitted by the Credit Agreement, Pledgors shall not
permit any such limited partnership agreement to terminate and Pledgors shall
perform, observe and enforce all terms and provisions of each such limited
partnership agreement.


 


3.13                           Limited Liability Company Interests 


 


With respect to the
grants of security interests in any membership interest in any limited
liability company contained herein (if any), each such membership interest is a
security under Article 8 of the UCC as in effect in the jurisdiction of
organization of such limited liability company and neither such grant nor the
exercise by Agent of any right or remedy contained herein violates any
provision of the limited liability company or operating agreement of such
limited liability company and Pledgors or any sole member thereof consents to
such grants and to the exercise, during the continuation of an Event of
Default, of all rights and remedies granted to Agent herein and the exercise by
Agent or any nominee thereof of all powers of the sole member granting such
security interest, and to the admission of Agent or its nominee or transferee
(at the election of Agent or such nominee or transferee) as a member of such
limited liability company upon foreclosure of any such interest.  No Pledgor shall amend or permit to be
amended the limited liability company or operating agreement of any issuer of
Pledged Collateral 


that is a limited
liability company other than as permitted by the Credit Agreement, no Pledgor
shall permit any such limited liability or company agreement to terminate and
Pledgors shall, and shall cause its Subsidiaries to, perform, observe and
enforce all terms and provisions of each such limited liability or company
agreement.


 


4.                                       Covenants of Pledgor 


 


4.1                                 Pledgor’s Legal Status 


 


Without the prior written
consent of the Agent, except as permitted by the Credit Agreement, no Pledgor
shall change its type of organization, jurisdiction of organization or other
legal structure. No Pledgor shall enter into, or consent to the entering into
of, any amendment of any limited partnership agreement or limited liability
operating agreement of any issuer of any Pledged Securities that could
reasonably be expected to have an adverse effect on the Security Interest
therein or the rights and remedies of Agent hereunder.  Each Pledgor, as a limited partner, general
partner, member, manager or managing member of any issuer of Pledged Securities
hereby consents to the execution and delivery of this Pledge Agreement, the
performance by the applicable Pledgor of its obligations hereunder and the
exercise by Agent of its rights and remedies hereunder.  Except for the Liens granted hereunder to
Agent (and the Second Lien), no Pledgor shall suffer or permit any issuer of
Pledged Securities to enter into a Control Letter in favor of any Person.


 


4.2                                 Pledgor’s Name 


 


Without providing at
least thirty (30) days’ prior written notice to Agent, Pledgor shall not change
its name.


 


4.3                                 Pledgor’s Organizational Number  


 


Without providing at
least thirty (30) days’ prior written notice to Agent, no Pledgor shall change
its organizational identification number, if it has one.  If any Pledgor does not have an
organizational identification number and later obtains one, such Pledgor shall
promptly notify Agent of such organizational identification number.


 


9

















 


4.4                                 Locations 


 


Without providing at
least thirty (30) days’ prior written notice to Agent, no Pledgor shall change
its principal residence, its place of business or (if it has more than one
place of business) its chief executive office or its mailing address.


 


4.5                                 Title to Collateral 


 


(a) Except for the
Security Interests herein granted and Permitted Encumbrances, each Pledgor
shall be the owner of the Pledged Collateral pledged by it free from any Lien,
and such Pledgor, at its sole cost and expense, shall defend the same against
all claims and demands of all persons at any time claiming the same or any
interests therein adverse to Agent; and (b) no Pledgor shall sell or otherwise
dispose of, or pledge, mortgage or create, or suffer to exist a Lien on, the Pledged
Collateral in favor of any person other than Agent except for Permitted
Encumbrances and the inclusion of “proceeds” of the Pledged Collateral under
the Security Interest granted herein shall not be deemed a consent by Agent to
any sale or other disposition of any Pledged Collateral.


 


4.6                                 Taxes 


 


Each Pledgor shall pay
promptly when due all taxes, assessments, governmental charges and levies upon
the Pledged Collateral or incurred in connection with the Pledged Collateral or
incurred in connection with this Pledge Agreement, provided that Pledgor may contest any such taxes in good faith so long as
it maintains adequate reserves therefor.


 


4.7                                 Percentage Ownership 


 


In the event the
percentage of the outstanding equity of any Issuer owned by a Pledgor shall no
longer be that percentage specified on Schedule 1, such Pledgor shall
promptly deliver to Agent a supplemental Schedule 1 setting forth the
information required pursuant thereto.


 


4.8                                 Further Assurances 


 


Each Pledgor will, from
time to time, at its expense,
promptly execute and deliver all further instruments and documents and take all
further action that may be necessary, or that Agent may reasonably request, in
order to perfect and protect any Security Interest granted or purported to be
granted hereby or to enable Agent to exercise and enforce its rights and
remedies hereunder with respect to any Pledged Collateral.


 


5.                                       Voting Rights and
Certain Payments Prior to Event of
Default 


 


5.1                                 Voting Rights and Ordinary Payments Prior to
an Event of Default 


 


So long as no Event of
Default shall have occurred and be continuing, each Pledgor shall be entitled:


 


(a)                                  to
exercise, as it shall think fit, but in a manner consistent with the terms
hereof, the voting and consent power and other incidental rights of ownership
with respect to the Pledged Collateral of such Pledgor, and for that purpose
Agent shall (if any Pledged Securities shall be registered in the name of Agent
or its nominee) execute or cause to be executed from time to time, at the
expense of such Pledgor, such proxies or other instruments in favor of such
Pledgor or its nominee, in such form and for such purposes


 


10

















 


as shall be reasonably
required by such Pledgor and shall be specified in a written request therefor,
to enable it to exercise such voting power with respect to the Pledged
Securities; and


 


(b)                                 except
as otherwise provided in Sections 5.2 and 5.3 hereof, to receive and
retain for its own account any and all payments, proceeds, dividends,
distributions, monies, compensation, property, assets, instruments or rights to
the extent such are permitted pursuant to the terms of the Credit Agreement,
other than (i) stock or liquidating dividends or (ii) extraordinary
dividends and dividends or other amounts payable under or in connection with
any recapitalization, restructuring, or other non-ordinary course event (the
dividends and amounts in this clause (ii) being “Extraordinary
Payments”), paid, issued or distributed from time to time in respect of the
Pledged Collateral pledged by such Pledgor.


 


5.2                                 Extraordinary Payments and Distributions 


 


(a)                                  In
case, upon the dissolution or liquidation (in whole or in part) of any
issuer of any Pledged Collateral pledged by any Pledgor, any sum shall be paid
or payable as a liquidating dividend or otherwise upon or with respect to any
of the Pledged Securities pledged by Pledgor or, in the event any other
Extraordinary Payment is paid or payable, then and in any such event, except as
permitted by Section 3.5 of the Credit Agreement, such sum shall be paid
by Pledgor over to Agent promptly, and in any event within ten (10) days
after receipt thereof, to be held by Agent as additional collateral hereunder.


 


(b)                                 In
case any dividend or distribution payable in Stock shall be declared with
respect to any of the Pledged Collateral pledged by any Pledgor, or any shares
of Stock or fractions thereof shall be issued pursuant to any stock split
involving any of the Pledged Collateral pledged by such Pledgor, or any distribution
of capital shall be made on any of the Pledged Collateral pledged by such
Pledgor, or any shares, obligations or other property shall be distributed upon
or with respect to the Pledged Collateral pledged by such Pledgor, in each case
pursuant to a recapitalization or reclassification of the capital of the issuer
thereof, or pursuant to the dissolution, liquidation (in whole or in part),
bankruptcy or reorganization of such issuer, or to the merger or consolidation
of such issuer with or into another corporation, then except as permitted by
Section 3.5 of the Credit Agreement, the shares, partnership interests,
membership interests, obligations or other property so distributed shall be
delivered by such Pledgor to Agent promptly, and in any event within ten
(10) days after receipt thereof, to be held by Agent as additional
collateral hereunder subject to the terms of this Pledge Agreement, and all of
the same shall constitute Pledged Collateral for all purposes hereof.


 


5.3                                 Voting Rights and Ordinary Payments After an Event
of Default 


 


Upon the occurrence and
during the continuance of any Event of Default, all rights of each Pledgor to
exercise or refrain from exercising the voting and consent rights and other
incidental rights of ownership that it would otherwise be entitled to exercise
pursuant to Section 5.1(a) hereof and to receive the payments,
proceeds, dividends, distributions, monies, compensation, property, assets,
instruments or rights that such Pledgor would otherwise be authorized to receive
and retain pursuant to Section 5.1(b) hereof shall cease, and
thereupon Agent shall be entitled to exercise all voting power and consent and
other incidental rights of ownership with respect to the Pledged Securities and
to receive and retain, as additional collateral hereunder, any and all
payments, proceeds, dividends, distributions, monies, compensation, 


 


11

















 


property, assets,
instruments or rights at any time declared or paid upon any of the Pledged Collateral
during such an Event of Default and otherwise to act with respect to the
Pledged Collateral as outright owner thereof.


 


6.                                       All Payments in Trust 


 


All payments, proceeds,
dividends, distributions, monies, compensation, property, assets, instruments
or rights that are received by any Pledgor contrary to the provisions of Section 5
hereof shall be received and held in trust for the benefit of Agent, shall be
segregated by such Pledgor from other funds of such Pledgor and shall be
forthwith paid over to Agent as Pledged Collateral in the same form as so
received (with any necessary endorsement).


 


7.                                       Expenses 


 


Each Pledgor shall,
jointly and severally, pay all reasonable expenses incurred by Agent in
connection with the negotiation, execution, delivery, amendment, waiver,
renegotiation, enforcement or collection of this Pledge Agreement or the
exercise of remedies hereunder, including, without limitation, reasonable
attorney’s fees, advertising costs, fees and expenses of advisors and
investment bankers and other experts. 
If any Pledgor fails promptly to pay any portion of the above expenses
when due or to perform any other obligation of such Pledgor under this Pledge
Agreement, Agent may, at its option, but shall not be required to, pay or
perform the same and charge such Pledgor for all costs and expenses incurred
therefor, and such Pledgor agrees to reimburse Agent therefor on demand.  All sums so paid or incurred by Agent for
any of the foregoing, any and all other sums for which any Pledgor may become
liable hereunder and all such costs and expenses incurred by Agent in enforcing
or protecting the security interests created under this Pledge Agreement (the “Security
Interests”) or any of its rights or remedies under this Pledge
Agreement shall be payable by such Pledgor on demand, shall constitute Secured
Obligations and shall bear interest at the same rate of interest applicable to
Revolving Credit Advances, interest on which is based on the Index Rate at such
time.


 


8.                                       Remedies 


 


8.1                                 Disposition Upon Default and Related Provisions 


 


(a)                                  Upon
the occurrence and during the continuance of any Event of Default, Agent or its
nominee may exercise in respect of the Pledged Collateral, in addition to other
rights and remedies provided for herein or otherwise available to it, all
rights of voting, consent, exercise, conversion and other incidental rights of
ownership with respect to the Pledged Collateral, including, without
limitation, all rights and powers of any Pledgor as limited or general partner
of any partnership and as sole member or managing member of any limited
liability company, in each case, that is an issuer of Pledged Securities
pledged by such Pledgor, and all of the rights and remedies of an Agent on
default under the NYUCC at that time (whether or not applicable to the affected
Pledged Collateral) and may also, without obligation to resort to other
security, at any time and from time to time sell, resell, assign and deliver,
in its sole discretion, all or any of the Pledged Collateral, in one or more
parcels at the same or different times, and all right, title and interest,
claim and demand therein and right of redemption thereof, on any securities
exchange on which any Pledged Collateral may be listed, or at public or private
sale, for cash, upon credit or for future delivery, and in connection therewith
Agent may grant options.


 


(b)                                 If
any of the Pledged Collateral is sold by Agent upon credit or for future
delivery, Agent shall not be liable for the failure of the purchaser to
purchase or pay for the same and, in 


 


12

















 


the event of any such
failure, Agent may resell such Pledged Collateral.  In no event shall any Pledgor be credited with any part of the
proceeds of sale of any Pledged Collateral until cash payment therefor has
actually been received by Agent.


 


(c)                                  Agent
may purchase any Pledged Collateral at any public sale and, if any Pledged
Collateral is of a type customarily sold in a recognized market or is of the
type that is the subject of widely distributed standard price quotations, Agent
may purchase such Pledged Collateral at private sale, and in each case may make
payment therefor by any means, including, without limitation, by release or
discharge of Secured Obligations in lieu of cash payment.


 


(d)                                 Each
Pledgor recognizes that Agent may be unable to effect a public sale of all or
part of the Pledged Collateral consisting of securities by reason of certain
prohibitions contained in the Securities Act of 1933, as amended (the “Securities
Act”), or in applicable Blue Sky or other state securities laws, as now or
hereafter in effect, but may be compelled to resort to one or more private
sales to a restricted group of purchasers who will be obliged to agree, among
other things, to acquire such securities for their own account, for investment
and not with a view to the distribution or resale thereof.  Each Pledgor agrees that any such Pledged
Collateral sold at any such private sale may be sold at a price and upon other
terms less favorable to the seller than if sold at public sale.  Each Pledgor agrees that any such private
sale shall be a commercially reasonable manner in which to dispose of all or
any part of the Pledged Collateral. 
Agent shall have no obligation to delay the sale of any such securities
for the period of time necessary to permit the issuer of such securities, even
if such issuer would agree, to register such securities for public sale under
the Securities Act.


 


(e)                                  No
demand, advertisement or notice, all of which are hereby expressly waived,
shall be required in connection with any sale or other disposition of any part
of the Pledged Collateral that threatens to decline speedily in value or that
is of a type customarily sold on a recognized market; otherwise Agent shall give
the applicable Pledgor at least ten (10) days’ prior notice of the time and
place of any public sale and of the time after which any private sale or other
disposition is to be made, which notice each Pledgor agrees is commercially
reasonable.


 


(f)                                    Agent
shall not be obligated to make any sale of Pledged Collateral if it shall
determine not to do so, regardless of the fact that notice of sale may have
been given.  Agent may, without notice
or publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned.


 


(g)                                 The
remedies provided herein in favor of Agent shall not be deemed exclusive, but
shall be cumulative, and shall be in addition to all other remedies in favor of
Agent existing at law or in equity.


 


(h)                                 To
the extent that applicable law imposes duties on Agent to exercise remedies in
a commercially reasonable manner, each Pledgor acknowledges and agrees that it
is commercially reasonable for Agent (i)  to advertise dispositions of
Pledged Collateral through publications or media of general circulation;
(ii) to contact other persons, whether or not in the same business as such
Pledgor, for expressions of interest in acquiring all or any portion of the
Pledged Collateral; (iii) to hire one or more 


 


13

















 


professional auctioneers
to assist in the disposition of Pledged Collateral; (iv) to dispose of
Pledged Collateral by utilizing Internet sites that provide for the auction of
assets of the types included in the Pledged Collateral or that have the
reasonable capability of doing so, or that match buyers and sellers of assets;
(v) to disclaim disposition warranties, or (vi) to the extent deemed
appropriate by Agent, to obtain the services of brokers, investment bankers,
consultants and other professionals to assist Agent in the disposition of any
of the Pledged Collateral.  Each Pledgor
acknowledges that the purpose of this clause (h) 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 Pledged
Collateral and that other actions or omissions by Agent shall not be deemed
commercially unreasonable solely on account of not being indicated in this
clause (h).  Without limiting the
foregoing, nothing contained in this clause (h) shall be construed to
grant any rights to any Pledgor or to impose any duties on Agent that would not
have been granted or imposed by this Pledge Agreement or by applicable law in
the absence of this clause (h).


 


(i)                                     It
is expressly agreed by each Pledgor that, anything herein or in any other Loan
Document to the contrary notwithstanding, each Pledgor shall remain liable
under each of its respective Contractual Obligations, including the partnership
agreement or operating agreement of any issuer of Pledged Securities, to
observe and perform all the conditions and obligations to be observed and
performed by it thereunder.  None of
Agent, any nominee thereof and any Lender shall have any obligation or
liability under any Contractual Obligation by reason of or arising out of this
Pledge Agreement or any other Loan Document or the granting herein of a Lien
thereon or the receipt by Agent, any nominee thereof or any Lender of any
payment relating to any Contractual Obligation pursuant hereto, nor any
exercise by Agent, any nominee thereof or any Lender of any rights of any
Pledgor.  None of Agent, any nominee
thereof and any Lender shall be required or obligated in any manner to perform
or fulfill any of the obligations of any Pledgor 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 amounts which may have been assigned to it or to which it
may be entitled at any time or times.


 


8.2                                 Agent Appointed Attorney-in-Fact 


 


(a)                                  To
effectuate the terms and provisions hereof, each Pledgor hereby appoints Agent
as such Pledgor’s attorney-in-fact for the purpose, from and after the
occurrence and during the continuance of an Event of Default, of carrying out
the provisions of this Pledge Agreement and taking any action and executing any
instrument that Agent from time to time in Agent’s reasonable discretion may
deem necessary or advisable to accomplish the purposes of this Pledge
Agreement.  Without limiting the
generality of the foregoing, Agent shall, from and after the occurrence and
during the continuance of an Event of Default, have the right and power to:


 


(i)                                     receive,
endorse and collect all checks and other orders for the payment of money made
payable to such Pledgor representing any interest or dividend or other
distribution or amount payable in respect of the Pledged Collateral or any part
thereof and to give full discharge for the same;


 


 


14

















 


(ii)                                  execute
endorsements, assignments or other instruments of conveyance or transfer with
respect to all or any of the Pledged Collateral;


 


(iii)                               exercise
all rights of such Pledgor as owner of the Pledged Collateral including,
without limitation, the right to sign any and all amendments, instruments,
certificates, proxies, and other writings necessary or advisable to exercise
all rights and privileges of (or on behalf of) the owner of the Pledged
Collateral, including, without limitation, all voting, consent and other
incidental rights of ownership rights with respect to the Pledged Securities;


 


(iv)                              ask,
demand, collect, sue for, recover, compound, receive and give acquittance and
receipts for moneys due and to become due under or in respect of any of the
Pledged Collateral;


 


(v)                                 file
any claims or take any action or institute any proceedings that Agent may deem
necessary or desirable for the collection of any of the Pledged Collateral or
otherwise to enforce the rights of Agent with respect to any of the Pledged
Collateral; and


 


(vi)                              generally
to sell, transfer, pledge, make any agreement with respect to or otherwise deal
with any of the Pledged Collateral as fully and completely as though Agent were
the absolute owner thereof for all purposes, and to do, at Agent’s option and
such Pledgor’s expense, at any time or from time to time, all acts and things
that Agent deems reasonably necessary to protect, preserve or realize upon the
Pledged Collateral.


 


(b)                                 Each
Pledgor hereby ratifies and approves all acts of Agent made or taken pursuant
to this Section 8.2 (provided, that no Pledgor by virtue
of such ratification, releases any claim that Pledgor may otherwise have
against Agent for any such acts made or taken by Agent through gross negligence
or willful misconduct).  Neither Agent
nor any person designated by Agent shall be liable for any acts or omissions or
for any error of judgment or mistake of fact or law, except such as may result
from Agent’s gross negligence or willful misconduct.  This power, being coupled with an interest, is irrevocable so
long as this Pledge Agreement shall remain in force.


 


8.3                                 Agent’s Duties of Reasonable Care 


 


(a)                                  Agent
shall have the duty to exercise reasonable care in the custody and preservation
of any Pledged Collateral in its possession, which duty shall be fully
satisfied if such Pledged Collateral is accorded treatment substantially equal
to that which Agent accords its own property and, with respect to any calls,
conversions, exchanges, redemptions, offers, tenders or similar matters
relating to any such Pledged Collateral (herein called “events”),


 


(i)                                     Agent
exercises reasonable care to ascertain the occurrence and to give reasonable
notice to Pledgors of any events applicable to any Pledged Securities that are
registered and held in the name of Agent or its nominee,


 


(ii)                                  Agent
gives the applicable Pledgor reasonable notice of the occurrence of any events
of which Agent has received actual knowledge, which events are applicable to
any securities that are in bearer form or are not registered and held 


 


15

















 


in the name of Agent or
its nominee (each Pledgor agreeing to give Agent reasonable notice of the
occurrence of any events of which such Pledgor has knowledge, which events are
applicable to any securities in the possession of Agent), and


 


(iii)                               Agent
endeavors to take such action with respect to any of the events as any Pledgor
may reasonably and specifically request in writing in sufficient time for such
action to be evaluated and taken or, if Agent reasonably believes that the
action requested would adversely affect the value of the Pledged Collateral as
collateral or the collection of the Secured Obligations, or would otherwise
prejudice the interests of Agent, Agent gives reasonable notice to Pledgor that
any such requested action will not be taken and, if Agent makes such
determination or if such Pledgor fails to make such timely request, Agent takes
such other action as it deems advisable in the circumstances.


 


(iv)                              Except
as hereinabove specifically set forth, Agent shall have no further obligation
to ascertain the occurrence of, or to notify any Pledgor with respect to, any
events and shall not be deemed to assume any such further obligation as a
result of the establishment by Agent of any internal procedures with respect to
any securities in its possession, nor shall Agent be deemed to assume any other
responsibility for, or obligation or duty with respect to, any Pledged
Collateral or its use of any nature or kind, or any matter or proceedings
arising out of or relating thereto, including, without limitation, any
obligation or duty to take any action to collect, preserve or protect its or
Pledgor’s rights in the Pledged Collateral or against any prior parties
thereto, but the same shall be at each Pledgor’s sole risk and responsibility
at all times.


 


(v)                                 Upon
the occurrence and during the continuance of an Event of Default, each Pledgor
waives any restriction or obligation imposed on Agent under
Sections 9-207(c)(1) and 9-207(c)(2) of the NYUCC.


 


8.4                                 Indemnification 


 


Each Pledgor hereby
indemnifies and holds harmless Agent, each Lender and the respective officers,
shareholders, directors, employees and agents of each thereof (each, an “Indemnified
Party”) from any claims, causes of action and demands at any time
arising out of or with respect to this Pledge Agreement, the Secured Obligations,
the Pledged Collateral and its use and/or any actions taken or omitted to be
taken by such Indemnified Party with respect thereto (except such claims,
causes of action and demands arising from the bad faith, gross negligence or
willful misconduct of such Indemnified Party) and each Pledgor hereby agrees,
jointly and severally, to hold each Indemnified Party harmless from and with
respect to any and all such claims, causes of action and demands (except such
claims, causes of action and demands arising from the gross negligence or
willful misconduct of such Indemnified Party).


 


8.5                                 Prior Recourse 


 


Agent’s prior recourse to
any Pledged Collateral shall not constitute a condition of any demand, suit or
proceeding for payment or collection of the Secured Obligations.


 


16

















 


8.6                                 Agent May Perform  


 


If any Pledgor fails to
perform any agreement contained herein, Agent may itself perform or cause
performance of such agreement, and the expenses of Agent incurred in connection
therewith shall be treated as provided in Section 7 hereof.  Agent
shall use reasonable efforts to notify Pledgor of any such performance by
Agent, provided that failure to do so shall not affect Agent’s rights
hereunder, including rights of reimbursement relating to such performance.


 


9.                                       Suretyship Waivers by Pledgor; Obligations Absolute 


 


(a)                                  Each
Pledgor waives demand, notice, protest, notice of acceptance of this Pledge
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
Pledged 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 as set forth in Section 8.3.


 


(b)                                 All
rights of Agent hereunder, the Security Interests and all obligations of each
Pledgor 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 Secured
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 Secured 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 Secured Obligation or of any guarantee,
securing or guaranteeing all or any of the Secured Obligations, or (d) any
other circumstance that might otherwise constitute a defense available to, or a
discharge of, such Pledgor in respect of the Secured Obligations or this Pledge
Agreement other than the defense of
payment.


 


10.                                 Marshalling 


 


Agent shall not be
required to marshal any present or future collateral security (including but
not limited to this Pledge Agreement and the Pledged Collateral) for, or
other assurances of payment of, the Secured Obligations or any of them or to
resort to such collateral security or other assurances of payment in any
particular order, and all of its rights hereunder and in respect of such
collateral security and other assurances of payment shall be cumulative and in
addition to all other rights, however existing or arising.  To the extent that it lawfully may, each
Pledgor hereby agrees that it shall not invoke any law relating to the
marshalling of collateral which might cause delay in or impede the enforcement
of Agent’s rights under this Pledge Agreement or under any other instrument
creating or evidencing any of the Secured Obligations or under which any of the
Secured Obligations is outstanding or by which any of the Secured Obligations
is secured or payment thereof is otherwise assured, and, to the extent that it
lawfully may, each Pledgor hereby irrevocably waives the benefits of all such
laws.


 


 


17

















 


11.                                 Proceeds of Dispositions 


 


After deducting all
expenses payable to Agent, including, without limitation, pursuant to Section 7,
the residue of any proceeds of collection or sale of the Secured Obligations or
Collateral shall, to the extent actually received in cash, be applied to the
payment of the remaining Secured Obligations in such order or preference as is
provided in the Credit Agreement (or, if not provided therein, as determined by
Agent), proper allowance and provision being made for any Secured Obligations
not then due or held as additional Collateral. 
Upon the final payment and satisfaction in full of all of the Secured
Obligations and the termination of all commitments under the Credit Agreement
and after making any payments required by Sections 9-608(a)(1)(C) or
9-615(a)(3) of the NYUCC, any excess of any Pledged Collateral of any
Pledgor shall be returned to such Pledgor, and in any event each Pledgor shall
remain liable for any deficiency in the payment of the Secured
Obligations.  Upon the Termination Date and a release of all claims against Agent and
Lenders, and so long as no suits, actions, proceedings, or claims are pending
or threatened against any Indemnitee asserting any damages, losses or
liabilities that are indemnified liabilities hereunder, Agent shall deliver to
Pledgors termination statements and other documents necessary or appropriate to
evidence the termination of the Liens securing payment of the Obligations.


 


12.                                 Reinstatement 


 


This Pledge Agreement
shall remain in full force and effect and continue to be effective should any
petition be filed by or against any Pledgor for liquidation or reorganization,
should any Pledgor 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 Pledgor’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 Secured 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 Secured 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 Secured Obligations shall be reinstated and deemed reduced only
by such amount paid and not so rescinded, reduced, restored or returned.


 


13.                                 Miscellaneous 


 


13.1                           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:


 


 


18

















 


	
  (a)

  	
   

  	
  If
  to Pledgor:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DAYTON SUPERIOR CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  777 Washington Village
  Drive, Suite 130

  
	
   

  	
   

  	
  Dayton, Ohio 45459

  
	
   

  	
   

  	
  Attention:

  	
  Edward Puisis

  
	
   

  	
   

  	
  Telephone No.:

  	
  (937) 428-7170

  
	
   

  	
   

  	
  Telecopier No.:

  	
  (937) 428-9115

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  If
  to Agent:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  	
  335 Madison Avenue, 12th Floor

  
	
   

  	
   

  	
  New York, NY 
  10017

  
	
   

  	
   

  	
  Attention:

  	
  Dayton Superior Account Officer

  
	
   

  	
   

  	
  Telephone No.:

  	
  (212) 370-8000

  
	
   

  	
   

  	
  Telecopier No.:

  	
  (212) 983-8767

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  	
  335 Madison Avenue, 11th Floor

  
	
   

  	
   

  	
  New York, NY 
  10017

  
	
   

  	
   

  	
  Attention:

  	
  Corporate Counsel

  
	
   

  	
   

  	
  Corporate Financial Services – Global Sponsor
  Finance

  
	
   

  	
   

  	
  Telephone No.:

  	
  (212) 370-8000

  
	
   

  	
   

  	
  Telecopier No.:

  	
  (212) 983-8767

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  



 


13.2                           GOVERNING LAW; CONSENT TO JURISDICTION 


 


(a)                                  THIS
PLEDGE 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
PLEDGOR 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 PLEDGE AGREEMENT OR THE OTHER LOAN DOCUMENTS  SHALL



 


19

















 


BE LITIGATED IN SUCH
COURTS.  EACH PLEDGOR EXPRESSLY SUBMITS
AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE
OF FORUM NON CONVENIENS.  EACH PLEDGOR
HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH
SERVICE OF PROCESS  MAY BE MADE UPON PLEDGOR BY CERTIFIED
OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH PLEDGOR, AT THE
ADDRESS SET FORTH IN THIS PLEDGE 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 PLEDGE
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, ALL DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS OF PLEDGORS OR ANY OF ITS AFFILIATES SHALL BE DEEMED TO BE
EMPLOYEES OR MANAGING AGENTS OF PLEDGOR 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).  PLEDGOR AGREES 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 EVIDENCE DEPOSITION.  PLEDGORS 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.


 


13.3                           WAIVER OF JURY TRIAL, ETC. 


 


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


 


13.4                           Counterparts; Effectiveness 


 


This Pledge 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 Pledge Agreement shall
become effective upon the execution of a counterpart hereof by each of the
parties hereto.


 


20

















 


13.5                           Headings 


 


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


 


13.6                           No Strict Construction 


 


The parties hereto have
participated jointly in the negotiation and drafting of this Pledge
Agreement.  In the event an ambiguity or
question of intent or interpretation arises, this Pledge 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 Pledge Agreement.


 


13.7                           Severability 


 


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


 


13.8                           Survival of Agreement 


 


All covenants,
agreements, representations and warranties made by Pledgor herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Pledge Agreement shall be considered to have been relied upon
by Agent and shall survive the execution and delivery of the Credit Agreement
and the advance of all extensions of credit contemplated thereby, regardless of
any investigation made by Agent, and shall continue in full force and effect
until this Pledge Agreement shall terminate (or thereafter to the extent
provided herein).


 


13.9                           Binding Effect; Several Agreement 


 


This Pledge Agreement and
all obligations of each Pledgor hereunder shall be binding upon the successors
and permitted assigns of such Pledgor (including any debtor-in-possession on
behalf of such Pledgor) 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 instrument evidencing any of the
Secured Obligations and their respective successors and permitted assigns
except that Pledgors may not assign any of its 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 Secured 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.


 


13.10                     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


 


21

















 


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
Pledge Agreement may be waived, altered, modified or amended except by an
instrument in writing, duly executed by Agent and each Pledgor.


 


13.11                     Limitation
by Law 


 


All rights, remedies and
powers provided in this Pledge 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 Pledge 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 Pledge
Agreement invalid, unenforceable, in whole or in part, or not entitled to be
recorded, registered or filed under the provisions of any applicable law.


 


13.12                     Termination of this Agreement 


 


Subject to Section 12
hereof, this Pledge 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 Pledgors, 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 original shares of stock, certificates, instruments and other
documents evidencing or representing the Pledged Collateral delivered to the
Agent hereunder to the Pledgors, without recourse and without representation of
warranty. In the event that all Obligations have been completely discharged and
all Commitments are terminated, Agent shall (except to the extent otherwise
required by applicable law) deliver all the Pledged Collateral at the time
subject to the “Pledge Agreement” (as such term is defined in the Senior Notes
Indenture) to the Trustee (as such term is defined in the Senior Notes Indenture),
to be held thereby as security for the Second Lien or applied to the
obligations secured thereby.


 


13.13                     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.


 


13.14                     Advice of
Counsel 


 


Each of the parties
represents to each other party hereto that it has discussed this Pledge
Agreement and, specifically, the provisions of Section 13.2 and Section 13.3,
with its counsel.


 


[SIGNATURE PAGE FOLLOWS]


 


22

















 


IN WITNESS WHEREOF,
intending to be legally bound, each Pledgor has caused this Pledge Agreement to
be duly executed as of the date first above written.


 


	
   

  	
  DAYTON
  SUPERIOR CORPORATION

  
	
   

  	
  as Pledgor

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward J. Puisis 

  	
   

  	
   

  
	
   

  	
   

  	
  Edward J. Puisis

  
	
   

  	
   

  	
  Vice President and Chief Financial Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TREVECCA
  HOLDINGS, INC.

  	
   

  	
   

  
	
   

  	
  as Pledgor

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward J. Puisis 

  	
   

  	
   

  
	
   

  	
   

  	
  Edward J. Puisis

  	
   

  	
   

  
	
   

  	
   

  	
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GENERAL
  ELECTRIC CAPITAL CORPORATION,

  	
   

  	
   

  
	
   

  	
  as Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marc C. Robinson 

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Marc C. Robinson

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  
								



 


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