EXECUTION COPY
 SPARTECH CORPORATION
 THIRD AMENDMENT TO AMENDED AND
RESTATED NOTE PURCHASE AGREEMENT
  Annex 1
  Company
 1. PRELIMINARY STATEMENTS.
 Existing Note Purchase Agreement Note Purchase Agreement per annum Notes Annex 1 Noteholders Third
Amendment Agreement
 2. DEFINED TERMS.
  3. AMENDMENTS TO THE EXISTING NOTE PURCHASE AGREEMENT.




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Exhibit A Amendments
 4. SUBSIDIARY GUARANTORS
 4.1 Joinder of Spartech France Holdings, L.P.
  5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
  5.1. Reaffirmation of Representations and Warranties.
  5.2. Organization, Power and Authority, etc.
  5.3. Legal Validity.
   2




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5.4. No Defaults.
  5.5. Disclosure.
 Second Amendment to Credit Agreement
 6. EFFECTIVENESS OF AMENDMENTS.
 Effective Date
 6.1. Execution and Delivery of this Agreement.
  6.2. Amendment to Credit Agreement.
 Loan Parties Lenders Bank Group
 3




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6.3. Representations and Warranties True.
  6.4. Authorization.
  6.5. Opinion of Company Counsel.
  6.6. Secretarys Certificate.
  6.7. Amendment Fee.
  4




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6.8. Special Counsel Fees.
  6.9. Joinder of Spartech France.
  6.10. Proceedings Satisfactory.
  7. EXPENSES.
  8. MISCELLANEOUS.
 8.1. Part of Note Purchase Agreement; Future References, etc.
  8.2. Counterparts, Facsimiles .
 5




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8.3. Governing Law .
  [Remainder of page intentionally left blank. Next page is signature page.]
 6




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SPARTECH CORPORATIONBy:Name:Title:




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GUARANTOR ACKNOWLEDGEMENT
 Third
Amendment Note Purchase Agreement
   ATLAS ALCHEM PLASTICS, INC.
ALCHEM PLASTICS CORPORATION
ALCHEM PLASTICS, INC.
SPARTECH PLASTICS, LLC
By: Spartech Corporation, its sole member
POLYMER EXTRUDED PRODUCTS, INC.
SPARTECH POLYCAST, INC.
SPARTECH TOWNSEND, INC.
SPARTECH POLYCOM, INC.
FRANKLIN-BURLINGTON PLASTICS, INC.
SPARTECH CMD, LLC
By: Spartech Plastics LLC, its managing member
SPARTECH FCD, LLC
By: Polymer Extruded Products, Inc.,  its managing member
SPARTECH SPD, LLC
By: Spartech Plastics, LLC, its managing member
SPARTECH MEXICO HOLDING COMPANY
SPARTECH MEXICO HOLDING COMPANY TWO
SPARTECH MEXICO HOLDINGS, LLC
By: Spartech Mexico Holding Company,




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its sole member
CREATIVE FORMING, INC.
PEPAC HOLDINGS, INC.
SPARTECH RESEARCH AND  DEVELOPMENT, LLC
By: Spartech Corporation, its sole member
SPARTECH FRANCE HOLDINGS, L.P.
By: Spartech Polycom, Inc., its General Partner
 By:Name:Title:




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Annex 1
 Noteholders
           Annex 1-1




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EXHIBIT A
 AMENDMENTS
 Section 5.1  Financial and Business Information.
 Capital Expenditures Reporting
 New Section 7.10  Letter from Company.
 7.10 Letter.
  Section 8.4  Loans and Investments.
 provided
  Section 8.8  Leverage Ratio.
 8.8. Leverage Ratio.
  Exhibit A-1




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Section 8.13 Restricted Payments.
 8.13 Restricted Payments.
 provided that
 Section 8.18 Capital Expenditures.
 8.18 Capital Expenditures.
  Testing Date
 Exhibit A-2




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Schedule B  Amendment.
 Permitted Acquisition
 Schedule B  Additional definitions.
 Testing Date
 Exhibit A-3