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EXHIBIT 10.2
CONFORMED
FIRST AMENDMENT
TO
DAYTON SUPERIOR CORPORATION
AMENDED AND RESTATED
SHAREHOLDER AGREEMENT
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THIS FIRST AMENDMENT, is made as of the 30th day of
December, 1996 between DAYTON SUPERIOR CORPORATION, an Ohio corporation (the
"COMPANY"), and RIPPLEWOOD HOLDINGS L.L.C., a Delaware limited liability
company ("RIPPLEWOOD"), under the following circumstances:
A. The Company, Ripplewood, as the holder of Class B Common
Shares, without par value ("CLASS B COMMON SHARES"), of the Company
and certain holders of Class A Common Shares, without par value
("CLASS A COMMON SHARES"), of the Company entered into an Amended
and Restated Shareholder Agreement dated as of June 25, 1996 (the
"SHAREHOLDER AGREEMENT").
B. Section 7.9 of the Shareholder Agreement provides that
the Shareholder Agreement may be amended if the amendment is in
writing and is signed by the Company and the holders of at least a
majority of the outstanding Class A Common Shares and Class B Common
Shares (collectively, the "COMMON SHARES") held by persons who are
parties to the Shareholder Agreement, so long as the amendment does
not adversely affect the rights of any Shareholder (as defined in
the Shareholder Agreement) or of the Shareholders of any class,
without the prior written consent of such Shareholder or the holders
of a majority of the Common Shares of such class. Ripplewood is the
holder of 1,466,350 Class B Common Shares, which constitute more
than a majority of the 1,927,900 outstanding Common Shares held by
the parties to the Shareholder Agreement.
C. The Company and Ripplewood now desire to amend the
Shareholder Agreement in certain respects in a manner that does not
adversely affect the rights of any Shareholder other than
Ripplewood.
NOW, THEREFORE, the parties hereto agree that the
Shareholder Agreement hereby is amended, effective as of the date of this
Amendment, as follows:
1. Article III of the Shareholder Agreement is deleted in
its entirety and the following is substituted in lieu thereof: "ARTICLE III --
[Reserved]".
2. Section 4.4 of the Shareholder Agreement is deleted in
its entirety and the following is substituted in lieu thereof: "Section 4.4 --
[Reserved]".
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3. Except as expressly set forth in Sections 1 and 2 of
this First Amendment, the Shareholder Agreement is not modified hereby, and
shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this
instrument as of the date first set forth above.
DAYTON SUPERIOR CORPORATION
By /s/ XXXX X. XXXXXXXXXX
Xxxx X. Xxxxxxxxxx
President
RIPPLEWOOD HOLDINGS L.L.C.
By /s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx
Managing Director
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