Exhibit 10.2
    

    

    

    
      AMENDMENT NO. 2

    

    
      This AMENDMENT NO. 2, dated as of March 16, 2009 (“Amendment
      No. 2”), is entered into by and among DAYTON SUPERIOR CORPORATION, a
      Delaware corporation (the “Borrower”), the persons
      designated as “Lenders” on the signature pages hereto (the “Lenders”),
      and GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), a
      Delaware corporation, as administrative agent (in such capacity, the “Administrative
      Agent”).
    

    
      WHEREAS, the Borrower, the other Loan Parties, the Lenders and GE
      Capital, as administrative agent and collateral agent, are party to the
      Term Loan Credit Agreement dated as of March 3, 2008 (as amended by
      Amendment No. 1, dated as of June 4, 2008, the “Original Credit
      Agreement”; all capitalized terms defined in the Original Credit
      Agreement and not otherwise defined herein to have the meanings assigned
      thereto in the Original Credit Agreement); and
    

    
      WHEREAS, the Borrower wishes to amend the Original Credit Agreement in
      the manner set forth below; and
    

    
      WHEREAS, the Lenders, subject to the terms and conditions of this
      Amendment No. 2, are willing to amend the Original Credit Agreement as
      provided herein.
    

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

    
      SECTION 1.
AMENDMENT

    

    
      Subject to the satisfaction of the condition to effectiveness referred
      to in Section 2 below, the Original Credit Agreement is hereby
      amended as follows:
    

    
      (a)  Section 1.1 of the Original Credit Agreement is
      hereby amended by adding in the appropriate alphabetical places the
      following definitions:
    

    
      “Amendment No. 2” means the Amendment No.2 to this
      Agreement dated as of March 16, 2009 among the Borrower, the
      Administrative Agent and the Lenders signatory thereto.  
    

    
      “Amendment No. 2 Effective Date” has the meaning specified
      in Section 2 of Amendment No. 2.
    

    
      “PIK Loan” has the meaning specified in Section
      2.19.
    

    
      “PIK Note” means a promissory note of the Borrower, in
      substantially the form of Exhibit K, payable to the order of a
      Lender in a principal amount equal to such Lender’s pro rata share of
      the aggregate amount of interest, fees or other obligations capitalized
      hereunder.
    

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

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      “Applicable Margin” means, in the case of Base Rate Loans,
      11.50% per annum, and in the case of Eurodollar Rate Loans, 12.50% per
      annum, a portion of which shall be payable in cash and a portion of
      which shall be payable in kind, in accordance with the provisions of Section
      2.19.
    

    
      (c)  The definition of the term “Note” appearing
      in Section 1.1 of the Original Credit Agreement is amended and
      restated in its entirety to read as follows:
    

    
      “‘Note’ means (i) a promissory note of the Borrower,
      in substantially the form of Exhibit B, payable to the order of a
      Lender in a principal amount equal to the amount of such Lender’s
      Commitment, or (ii) a PIK Note, as applicable.”
    

    
      (d)  The definition of “Scheduled Maturity Date”
      appearing in Section 1.1 of the Original Credit Agreement is
      amended and restated in its entirety as follows:
    

    
      “‘Scheduled Maturity Date” means March 23, 2009.”
    

    
      (e)  Section 2.1 of the Original Credit Agreement is
      hereby amended by replacing the parenthetical phrase “each a ‘Term
      Loan’” in its entirely with the phrase:  “each such loan, together
      with each  PIK Loan, being referred to herein as a ‘Term
      Loan’”.
    

    
      (f)  Section 2.2(a) of the Original Credit Agreement is
      hereby amended by adding the following language immediately following
      the phrase “The borrowing of the Term Loans”:  “(other than PIK Loans)”.
    

    
      (g)  Section 2.9(a) of the Original Credit Agreement is
      amended and restated in its entirety to read as follows:
    

    
      “(a)      Rate.  The Term
      Loans and the outstanding amount of all other Obligations (other than
      pursuant to Secured Hedging Agreements) shall bear interest, in the case
      of the Term Loans (other than PIK Loans), on the unpaid principal amount
      thereof from the Closing Date, in the case of PIK Loans, on the unpaid
      principal amount thereof from the date deemed made, and, in the case of
      such other Obligations, from the date such other Obligations are due and
      payable until, in all cases, paid in full, except as otherwise provided
      in clause (c) below, as follows:  (i) in the case of Base Rate
      Loans, at a rate per annum equal to the sum of the Base Rate and the
      Applicable Margin, each as in effect from time to time, (ii) in the case
      of Eurodollar Rate Loans, at a rate per annum equal to the sum of the
      Eurodollar Rate and the Applicable Margin, each as in effect for the
      applicable Interest Period, and (iii) in the case of other Obligations,
      at a rate per annum equal to the sum of the Base Rate and the Applicable
      Margin for Revolving Loans that are Base Rate Loans, each as in effect
      from time to time.  PIK Loans shall initially be Base Rate Loans and may
      be converted to Eurodollar Rate Loans subsequently in accordance with Section
      2.10.”
    

    
      (h)  Section 2.13(a) of the Original Credit Agreement
      is hereby amended by adding the following language immediately prior to
      the phrase “by wire transfer to the following account”:  “, except to
      the extent of amounts required, or elected by the Borrower in accordance
      with Section 2.19, to be capitalized as additional principal
      obligations,”.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (i)  Section 2 of the Original Credit Agreement is
      amended by adding the following Section 2.19 at the end of such Section
      2 as follows:
    

    
      “Section 2.19  PIK Provisions.  
    

    
      A portion of the interest accruing on the Term Loans and the other
      Obligations pursuant to Section 2.9 hereof, up to an amount of
      interest representing a per annum rate of 8.00%, may, at the Borrower’s
      election (which election, and the amount thereof, shall be notified
      irrevocably in writing by the Borrower to the Administrative Agent no
      later than ten Business Days prior to the end of the applicable period
      for which accrued interest is required to be paid, or, in the case of
      interest paid on demand, no later than the date of such payment on
      demand), be paid in kind and capitalized as additional principal
      obligations on and as of the date for payment thereof as provided for in
      this Agreement or any Loan Document (payable to the Lenders pro rata),
      all of which shall constitute Obligations as defined herein (such
      Obligations constituting capitalized amounts, “PIK Loans”
      which PIK Loans shall be deemed made on the date of the capitalization
      of such amounts) hereunder and constitute a part of the principal
      outstanding amount of the Term Loans for all purposes hereof (including
      the accrual of interest thereon at the rates applicable to Term Loans
      generally), and which may, at the request of any Lender to whom such
      capitalized interest is owing, be evidenced by PIK Notes in the form of
      Exhibit K hereto (and, if so requested by a Lender prior to the date of
      such capitalization, the Borrower shall have delivered a PIK Note
      evidencing such capitalized amounts to such Lender no later than such
      date of capitalization).  Each Lender is hereby authorized by the
      Borrower to enter on a schedule attached to any of its PIK Notes a
      record of amounts capitalized as principal and evidenced thereby, and
      amounts repaid or prepaid thereon, and such entries shall be conclusive
      in the absence of manifest error; provided, however, that the failure by
      any Lender to request or hold any PIK Note or to make any such entry or
      any error in making such entry shall not limit or otherwise affect the
      obligation of the Borrower and the rights and remedies of any Lender
      hereunder (including in respect of that portion of the Term Loan
      constituting capitalized interest) or and on or under the PIK Notes.”  
    

    
      (j)  The Original Credit Agreement is amended by attaching as Exhibit
      K thereto the language attached hereto as Exhibit A.
    

    
      (k)  Section 7.9 of the Original Credit Agreement is
      hereby amended by adding the following language immediately following
      the phrase “The proceeds of the Term Loans”:  “(except for any PIK
      Loans)”.
    

    
      (l)  Section 8.6 of the Original Credit Agreement is
      hereby amended by adding the following language immediately following
      the phrase “proceeds from an increase in the Term Loan
      Obligations”:  “(except for any PIK Loans)”.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (m)  Section 8  of the Original Credit Agreement is
      hereby amended by adding the following Section 8.16 at the end of
      Section 8 to read as follows:
    

    
      “Section 8.16  Restrictions on Transactions.
    

    
      Notwithstanding anything to the contrary contained in this Section 8,
      on and after the Amendment No.2 Effective Date the Borrower shall not,
      and shall not permit any other Group Member to, incur any Indebtedness
      (including through an exchange offer or refinancing), make any
      Investment, incur any Lien, sell, transfer or dispose of any of its
      property, make any Restricted Payment, prepay, redeem, purchase, defease
      or otherwise satisfy any Subordinated Debt or Subordinated Refinancing
      Indebtedness, enter into any transaction described in Section 8.7, or
      enter into any transaction with any Affiliate other than the following:
    

    
      (i)       Indebtedness permitted by Section
      8.1(e) or Section 8.1(l) in each case, in the ordinary course
      of business and necessary for the conduct of the operations of Dayton
      Superior Canada Ltd., Section 8.1(a), Section 8.1(i), Section
      8.1(n) or Section 8.1(o),
    

    
      (ii)      Liens permitted by Section
      8.2(a), Section 8.2(b) or Section 8.2(g),
    

    
      (iii)     Investments permitted by Section
      8.3(b) or Section 8.3(c), Investments in Dayton Superior
      Canada Ltd. permitted by Section 8.3(e)(iii) in the ordinary
      course of business and necessary for the conduct of the operations of
      Dayton Superior Canada Ltd., or Investments permitted by Section
      8.3(f), Section 8.3(g) or Section 8.3(i) in the case
      of sales of property permitted by Section 8.4(a)(i),
    

    
      (iv)      sales of property permitted by Section
      8.4, other than Section 8.4(e),
    

    
      (v)       Restricted Payments permitted by Section
      8.5(a), Section 8.5(b), Section 8.5(d)(i) or Section
      8.5(f),
    

    
      (vi)      prepayments, redemptions, purchases, defeasances and other
      satisfactions prior to maturity of Subordinated Indebtedness  permitted
      by Section 8.6, other than Section 8.6(b)(ii)(D), Section
      8.6(d) or Section 8.6(e), and
    

    
      (vii)     transactions with Affiliates permitted by Section
      8.9(a), Section 8.9(b), Section 8.9(e) or Section
      8.9(f) or, to the extent that any such Restricted Payment or
      Investment is permitted by this Section 8.16, Section 8.9(c).”
    

    
      SECTION 2.
CONDITIONS TO EFFECTIVENESS

    

    
      This Amendment No. 2 shall be effective as of March 16, 2009 (the “Amendment
      No.2 Effective Date”) subject to and upon  satisfaction on or prior
      to such date of the following conditions:(i) receipt by the
      Administrative Agent of one or more counterparts of this Amendment No. 2
      executed and delivered by the Borrower, the Administrative Agent and the
      Lenders, (ii) receipt by the Administrative Agent of evidence
      satisfactory to the Administrative Agent that the Revolving Credit
      Agreement has been amended (or is concurrently being amended) pursuant
      to an amendment in the form of Annex I hereto (the “Revolving
      Credit Facility Amendment”), (iii) receipt by the Administrative
      Agent of a certificate of a Responsible Officer that no Default or Event
      of Default has occurred or is continuing, and (iv) the receipt by
      Gibson, Dunn & Crutcher LLP in immediately available funds of the fees
      and disbursements described in Section 4(j).
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      SECTION 3.
LIMITATION ON SCOPE

    

    
      Except as expressly amended hereby, all of the representations,
      warranties, terms, covenants and conditions of the Loan Documents shall
      remain in full force and effect in accordance with their respective
      terms.  The amendment set forth herein shall be limited precisely as
      provided for herein and shall not be deemed to be a waiver of, amendment
      of, consent to or modification of any term or provision of the Loan
      Documents or any other document or instrument referred to therein or of
      any transaction or further or future action on the part of the Borrower
      or any other Loan Party requiring the consent of the Administrative
      Agent or Lenders except to the extent specifically provided for
      herein.  The Administrative Agent and Lenders have not and shall not be
      deemed to have waived any of their respective rights and remedies
      against the Borrower or any other Loan Party for any existing or future
      Defaults or Event of Default.
    

    
      SECTION 4.
MISCELLANEOUS

    

    
      (a)  The Borrower hereby represents and warrants that (i) this Amendment
      No. 2 has been duly authorized and executed by it, and the Original
      Credit Agreement, as amended by this Amendment No. 2, is its legal,
      valid and binding obligation, enforceable in accordance with its terms,
      except as such enforceability may be limited by applicable bankruptcy,
      moratorium and similar laws affecting the rights of creditors in
      general; and (ii) this Amendment No. 2 is being delivered in the State
      of New York.
    

    
      (b)  The Borrower hereby ratifies and confirms the Original Credit
      Agreement as amended hereby, and agrees that, as amended hereby, the
      Original Credit Agreement remains in full force and effect.
    

    
      (c)  The Borrower hereby acknowledges, confirms and agrees that, as of
      the date hereof, the security interests and liens granted to the
      Administrative Agent on behalf of itself and the Secured Parties under
      the Original Credit Agreement and the other Loan Documents securing the
      Obligations are in full force and effect, are properly perfected and are
      enforceable in accordance with the terms of the Credit Agreement and the
      other Loan Documents.
    

    
      (d)  The Borrower hereby acknowledges, confirms and agrees that as of
      the open of business on  March 16, 2009, the Borrower was in the
      aggregate indebted to the Administrative Agent and Lenders for Term
      Loans under the Loan Documents in the principal amount of $99,250,000,
      and that all such obligations under the Credit Agreement owing by the
      Borrower together with interest accrued and accruing thereon, and all
      fees, costs, expenses and other charges now or hereafter payable by the
      Borrower to the Administrative Agent and each Lender pursuant to the
      terms of the Loan Documents and this Amendment No. 2, are
      unconditionally owing by the Borrower to each Lender, without offset,
      defense or counterclaim of any kind, nature or description whatsoever
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

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

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

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

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

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

    
      (j)  On or prior to March 16, 2009, the Borrower shall deposit with
      Gibson, Dunn & Crutcher LLP, counsel for Davidson Kempner Capital
      Management LLC and Silverpoint Capital, L.P., as Lenders, $50,000 to be
      applied toward payment of legal fees and disbursements of Gibson, Dunn &
      Crutcher LLP, as incurred, in representation of such Lenders in
      connection with this Amendment No. 2 and the preservation of their
      rights and any potential restructuring, as provided under Section
      11.3(c) of the Original Credit Agreement; and the Borrower agrees to
      pay all such fees and expenses, if any, in excess of such amount, to the
      extent payable under  Section 11.3(c) of the Original
      Credit Agreement, upon demand by such Lenders.
    

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

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      SECTION 5.
RELEASE

    

    
      Borrower hereby releases, acquits, and forever discharges the
      Administrative Agent and each of the Lenders and each past or present
      affiliate, officer, director, agent, servant, employee, representative
      and attorney of the Administrative Agent and the Lenders from any and
      all claims, causes of action, suits, debts, liens, obligations,
      liabilities, demands, losses, costs and expenses (including attorneys’
      fees) of any kind, character, or nature whatsoever, known or unknown,
      fixed or contingent, which Borrower may have or claim to have now or
      which may hereafter arise out of or connected with any act of commission
      or omission of the Administrative Agent or any Lender existing or
      occurring prior to the date of this Amendment No. 2 or any instrument
      executed prior to the date of this Amendment No. 2 including, without
      limitation, any claims, liabilities or obligations arising with respect
      to the Original Credit Agreement or the other of the Loan
      Documents.  The provisions of this Section 5 shall be binding upon
      Borrower and shall inure to the benefit of the Administrative Agent and
      the Lenders and each past or present affiliate, officer, director,
      agent, servant, employee, representative and attorney of the
      Administrative Agent and the Lenders.
    

    

    

    
      [signature pages follow]

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

    
    	
           
        	
          
            BORROWER:
          

        
	

        	

        	
           
        	

        
	

        	
          
            DAYTON SUPERIOR CORPORATION, a
          

        
	

        	
          
            Delaware corporation
          

        
	

        	

        	

        	
           
        
	

        	
          
            By:
          

        	

        	
          
            /s/ Edward J. Puisis
          

        
	

        	

        	

        	
          
            Name:  Edward J. Puisis
          

        
	

        	

        	

        	
          
            Title: Executive Vice President and CFO
          

        
	

        	

        	

        	
           
        
	

        	
          
            LENDERS:
          

        
	

        	

        	

        	
           
        
	

        	
          
            GENERAL ELECTRIC CAPITAL
          

        
	

        	
          
            CORPORATION,
          

        
	

        	
          
            as Administrative Agent and a Lender
          

        
	

        	

        	

        	
           
        
	

        	
          
            By:
          

        	

        	
          
            /s/ Michelle Handy
          

        
	

        	

        	

        	
          
            Name: Michelle Handy
          

        
	

        	

        	

        	
          
            Title:  Its Duly Authorized Signatory
          

        
	

        	

        	

        	
           
        
	

        	
          
            DK ACQUISITION PARTNERS, LP, as a Lender
          

        
	

        	

        	

        	
           
        
	

        	
          
            By: M.H. DAVIDSON & CO., its general partner
          

        
	

        	

        	

        	
           
        
	

        	
          
            By:
          

        	

        	
          
            /s/ Avi Friedman
          

        
	

        	

        	

        	
          
            Name: Avi Friedman
          

        
	

        	

        	

        	
          
            Title:  General Partner
          

        
	

        	

        	

        	
           
        
	

        	
          
            SILVERPOINT CAPITAL, L.P., as a Lender
          

        
	

        	

        	

        	
           
        
	

        	
          
            By:
          

        	

        	
          
            /s/ Zac Zeitlin
          

        
	

        	

        	

        	
          
            Name: Zac Zeitlin
          

        
	

        	

        	

        	
          
            Title:  Authorized Signatory
          

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    

    

    
       Exhibit A
    

    

    

    
      EXHIBIT K
TO
TERM LOAN CREDIT AGREEMENT



FORM
      OF PIK NOTE

    

    
    	
          
            Lender:  [NAME OF LENDER]
          

        	
           
        	
          
            New York, New York
          

        
	

        	

        	
          
            ___________, ____
          

        


    

    

    

    
      FOR VALUE RECEIVED, the undersigned, Dayton Superior Corporation, a
      Delaware corporation (the “Borrower”), hereby promises to
      pay to the order of the Lender set forth above (the “Lender”)
      a principal sum (the “Principal Amount”) equal to such
      Lender’s share of the aggregate amount of interest, fees and other
      obligations and amounts capitalized from time to time as additional
      principal in accordance with the Credit Agreement, payable at such times
      and in such amounts as are specified in the Credit Agreement for Term
      Loans.
    

    
      The Borrower promises to pay interest on the unpaid portion of the
      Principal Amount from the date of the applicable capitalization as
      principal until such principal amount is paid in full, payable at such
      times and at such interest rates as are specified in the Credit
      Agreement for Term Loans.  Demand, diligence, presentment, protest and
      notice of non-payment and protest are hereby waived by the Borrower.
    

    
      Both principal and interest are payable in Dollars to General Electric
      Capital Corporation, as Administrative Agent, at 299 Park Avenue, New
      York, New York 10171, in immediately available funds.
    

    
      This Note is a PIK Note and is one of the Notes referred to in, and is
      entitled to the benefits of, the Term Loan Credit Agreement, dated as of
      March 3, 2008 (as the same may be amended, restated, supplemented or
      otherwise modified from time to time, the “Credit Agreement”),
      among the Borrower, the Lenders party thereto and General Electric
      Capital Corporation, as administrative agent and collateral agent for
      the Lenders.  Capitalized terms used herein without definition are used
      as defined in the Credit Agreement.
    

    
      The Credit Agreement, among other things, (a) provides for the
      capitalization as principal of certain fees and interest from time to
      time, the Lender’s portion of the aggregate amount of which shall be the
      Principal Amount, and the indebtedness of the Borrower to the Lender
      resulting from such capitalization being evidenced by this Note and (b)
      contains provisions for acceleration of the maturity of the unpaid
      principal amount of this Note upon the happening of certain stated
      events and also for prepayments on account of the principal hereof prior
      to the maturity hereof upon the terms and conditions specified therein.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      This Note is a Loan Document, is entitled to the benefits of the Loan
      Documents and is subject to certain provisions of the Credit Agreement,
      including Sections 1.5 (Interpretation), 11.14(a)
      (Submission to Jurisdiction) and 11.15 (Waiver of Jury
      Trial) thereof.
    

    
      This Note is a registered obligation, transferable only upon notation in
      the Register, and no assignment hereof shall be effective until recorded
      therein.
    

    
      The Lender is authorized (but not obligated) to endorse on the Schedule
      hereto, or on a continuation thereof, the Principal Amount, each
      addition thereto by reason of a capitalization of any amount as
      principal in accordance with the Credit Agreement, and each payment or
      prepayment with respect thereto, which endorsement shall be conclusive
      in the absence of manifest error.
    

    
      This Note shall be governed by, and construed and interpreted in
      accordance with, the law of the State of New York.
    

    

    

    
      [SIGNATURE PAGES FOLLOW]

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and
      delivered by its duly authorized officer as of the day and year and at
      the place set forth above.
    

    

    

    
    	
           
        	
          
            DAYTON SUPERIOR CORPORATION
          

        
	

        	

        	

        	
           
        
	
          
             
          

        	
          
            By:
          

        	
           
        	

        
	
          
             
          

        	
          
            Name:
          

        	

        
	
          
             
          

        	
          
            Title:
          

        	

        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      SCHEDULE
PIK NOTE

    

    
    	
           
        	
           
        	
           
        	
           
        	
           
        	
           
        
	
          
            Date
          

        	
          
            Note Amount
          

        	
          
            Interest
Rate
          

        	
          
            Amount of Principal
Paid or Prepaid /

            (Amount Capitalized
as Principal)
          

        	
          
            Unpaid Principal
Amount of Note
          

        	
          
            Notation
Made By