Exhibit 10.4
 
 Third
Amendment Borrower Lenders
 BACKGROUND
 Waiver and Amendment Credit Agreement
   AMENDMENTS TO THE CREDIT AGREEMENT
 Section 1.01
 Collateral
 Collateral Agent
 Collateral Documents
 Consolidated Total Assets
 1




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Creditor
 Disclosed Transaction
 Excess Cash Flow
 Extraordinary Receipt provided however
 Fixed Charge Coverage Ratio
 Granting Party
 Intercreditor Agreement
 2




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Exhibit F
 Loan Prepayment Basis Section 2.04(c)
 Majority Creditors
 Mortgage Instrument Section 6.15
 Mortgaged Property Section 6.15
 Net Cash Proceeds
   Noteholders
 Reinvestment Property Section 2.04(c)
 Senior Secured Obligations
 3




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Security Agreement Exhibit G
 Superpriority Amount
 Third Amendment Closing Date
 Section 1.01 Canadian Facility Canadian Facility Documents Interest
Coverage Ratio
 Applicable Rate Section 1.01
 Applicable Rate Section 6.02(a)
 Eurodollar RatePricing
    
    
    
    Commitment
    
    for Loans and
    
    Base RateLevel
    
    Leverage Ratio
    
    Fee
    
    Letters of Credit
    
    for Loans1
    
    
    Less than 2.75 to 1.00
    
    
    0.300
    
    
    
    1.500
    
    
    
    0.5002
    
    
    Greater than or equal to 2.75 to
1.00, but less than 3.25 to 1.00
    
    
    0.350
    
    
    
    1.750
    
    
    
    0.7503
    
    
    Greater than or equal to 3.25 to
1.00, but less than 3.75 to 1.00
    
    
    0.400
    
    
    
    2.000
    
    
    
    1.0004
    
    
    Greater than or equal to 3.75 to
1.00, but less than 4.00 to 1.00
    
    
    0.450
    
    
    
    2.250
    
    
    
    1.2505
    
    
    Greater than or equal to 4.00 to 1.00
    
    
    0.500
    
    
    
    2.500
    
    
    
    1.500
 Section 6.02(a) provided however Section 6.02(a) Section 6.02(a)
 Section 6.01(a) 6.01(b) Section 6.02(a) Applicable
Period
 4




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Section 2.07 Article VIII
 EBITDA Section 1.01
 EBITDA provided however
 Loan Documents Section 1.01
 Loan Documents
 Restricted Payments Section 1.01
 Restricted Payments
 Section 2.04
 5




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Prepayments.
 provided Section 3.05
 provided however Section 2.04(b)
 Section 7.02(a) (b) (c) Loan Prepayment Basis Section 2.04(c)
 6




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provided however Section 2.04(c) Reinvestment
Property
   Section 2.04 provided however provided further however Section 2.04(f)
 Section 6.01(a)
 7




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Section 2.04(g) provided however
 Section 2.04(b) (c) (d) (e) (f) (g) Section 3.05 Section 2.04
 Section 2.05
 Termination or Reduction of Commitments. provided
 8




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Section 2.04 Section 2.04(b)
 Section 2.13
  Section 5.13
 Subsidiaries. Schedule 5.13 Schedule 5.13
 Section 6.14
 Minimum Borrower and Guarantor Consolidated Total Operating Income and
Consolidated Total Assets.
 Article VI Section 6.15
 Collateral. Mortgage
Instrument
 9




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Mortgaged Property
 Article VII
 ARTICLE VII.
NEGATIVE COVENANTS
  Liens. Permitted Liens
 Schedule 7.01
     10




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Section 7.01
 Disposition of Assets. Asset Sale
   11




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provided
   Section 7.02
 Consolidations and Mergers. Section 7.02
 Loans and Investments. Investments
   12




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provided
  Section 7.13
 Limitation on Indebtedness. provided however Section 7.12 Schedule 7.05 Section 7.01
 Consolidated Net Worth.
 Fixed Charge Coverage Ratio.
 13




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Leverage Ratio.
 Sale/Leasebacks. Section 7.09
 Transactions with Affiliates.
 Use of Proceeds.
 Guarantees.
  provided
 Schedule 7.12
  14




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Restricted Payments.
 ERISA.
 Change in Business.
 Accounting Changes.
 Amendment and Waivers of Subordinated Debt.
 Capital Expenditures.
 Senior Note Documents.
 15




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Calyon Credit Documents.
 Section 8.01(b)
 Specific Covenants Section 6.03 6.05 6.11 6.15 7.01 7.02 7.03 7.05 7.06 7.07 7.08 7.09 7.13 7.17 7.18 7.19 7.20
 Section 8.01
 Collateral Documents
 Section 2.05 Sections 2.04(c) (d) (e) (f) (g) provided however
 16




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effective and the Leverage Ratio for the most recently ended fiscal quarter is less than 2.50
to 1.00, the Total Outstandings may be in an aggregate amount up to the Aggregate Commitments,
without the need for any action or consent by the Administrative Agent or any Lender.
 Exhibit C
 Schedule 5.13 Schedule 5.13
 Schedule 7.01 Schedule 7.01
 REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT
     17




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CONDITIONS TO EFFECTIVENESS
         18




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GUARANTORS ACKNOWLEDGMENT
 DIRECTION TO EXECUTE INTERCREDITOR AGREEMENT
 REFERENCE TO THE CREDIT AGREEMENT
   COSTS, EXPENSES AND TAXES
 19




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EXECUTION IN COUNTERPARTS
 GOVERNING LAW; BINDING EFFECT provided
 HEADINGS
 RELEASE RELEASED PARTIES
 20




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ENTIRE AGREEMENT . THE CREDIT AGREEMENT, AS AMENDED BY THIS THIRD AMENDMENT, AND
THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO THE SUBJECT MATTER
THEREIN AND HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS BETWEEN THE PARTIES.
  21




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SPARTECH CORPORATIONBy:Randy C. MartinExecutive Vice President and Chief
Financial Officer




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BANK OF AMERICA, N.A., as
Administrative AgentBy:Name:Title:




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BANK OF AMERICA, N.A., as a Lender and L/C
IssuerBy:Name:Title:




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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a
Lender and Syndication AgentBy:Name:Title:




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KEYBANK, NATIONAL ASSOCIATION, as a Lender and
Syndication AgentBy:Name:Title:




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NATIONAL CITY BANK OF PENNSYLVANIA, as a
Lender and Documentation AgentBy:Name:Title:




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CALYON NEW YORK BRANCH, as a Lender and
Documentation AgentBy:Name:Title:




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SUNTRUST BANK, as a LenderBy:Name:Title:




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FIFTH THIRD BANK, as a LenderBy:Name:Title:




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U. S. BANK NATIONAL ASSOCIATION, as a LenderBy:Name:Title:




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COMERICA BANK, as a LenderBy:Name:Title:




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DEUTSCHE BANK TRUST
COMPANY 
AMERICAS, as a LenderBy:Name:Title:By:Name:Title:




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ATLAS ALCHEM PLASTICS, INC.ALCHEM PLASTICS CORPORATIONALCHEM PLASTICS, INC.SPARTECH PLASTICS, LLCBy:
    
    Spartech Corporation, its sole
memberPOLYMER EXTRUDED PRODUCTS, INC.SPARTECH POLYCAST, INC.SPARTECH TOWNSEND, INC.SPARTECH INDUSTRIES FLORIDA, INC.SPARTECH POLYCOM, INC.FRANKLIN-BURLINGTON PLASTICS, INC.SPARTECH INDUSTRIES, INC.ANJAC-DORON PLASTICS, INC.SPARTECH CMD, LLCBy:
    
    Spartech Corporation, its sole
memberSPARTECH FCD, LLCBy:
    
    Polymer Extruded Products, Inc., 
its sole memberSPARTECH SPD, LLCBy:
    
    Spartech Corporation, its sole
memberSPARTECH MEXICO HOLDING COMPANYSPARTECH MEXICO HOLDING COMPANY TWOSPARTECH MEXICO HOLDINGS, LLCBy:
    
    Spartech Mexico Holding Company,
its sole memberCREATIVE FORMING, INC.SPARTECH POLYCOM (TEXAS), INC.ALSHIN TIRE CORPORATIONX-CORE, LLCBy:
    
    Spartech Industries, Inc.,
its sole member
 By:Randy C. Martin
Vice President for all of the above




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EXHIBIT C
 FORM OF COMPLIANCE CERTIFICATE
 
   Agreement Borrower
 
 [Use following for fiscal year-end financial statements]
 Schedule 1 Section 6.01(a)
 [Use following for fiscal quarter-end financial statements]
 Schedule 1 Section 6.01(b)




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[select one:]
 [to the best knowledge of the undersigned during such fiscal period, the Borrower performed
and observed each covenant and condition of the Loan Documents applicable to it and no Default has
occurred and is continuing.]
 or
 [the following covenants or conditions have not been performed or observed and the following
is a list of each such Default and its nature and status:]
 Section 5.05 Section 6.01 Schedule 2
 IN
WITNESS WHEREOF,
 SPARTECH CORPORATION, aDelaware corporationBy:Name:Title:




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SCHEDULE 2
 I.Section 7.02(c) - Limitation on Asset Dispositions.A. Aggregate net book value of the property or assets disposed of in asset sales (other than
asset sales pursuant to 7.02(a), (b) and 7.02(c)):
    
    $B. All other asset sales by Borrower and its Subsidiaries during the immediately preceding
twelve months:
    
    $C. Total (Line I.A. + I.B.):
    
    $D. Maximum (15% x IV.A.(5):
    
    $II.Section 7.04(e) - Limitations on Loans and Investment.A. Aggregate outstanding advances, loans, extensions of credit or investments in the ordinary
course of business:
    
    $B. Maximum in aggregate amount at any one time outstanding:
    
    $
    15,000,000III.Section 7.05 - Limitation on Indebtedness.A. Aggregate outstanding amount of Indebtedness of all Subsidiaries (excluding (i) Guarantees
permitted pursuant to clauses (a), (b), (c) and (d) of Section 7.12, (ii) Indebtedness of a
Subsidiary existing on July 30, 2008 and described in Schedule 7.05 but no increase of any
such Indebtedness, (iii) Indebtedness of a Subsidiary owed to the Borrower or any Guarantor,
(iv) Indebtedness under the Loan Documents, and (v) Indebtedness of a Subsidiary secured by
Liens permitted pursuant to clause (h) of Section 7.01):
    
    $B. Maximum permitted amount of Subsidiary Indebtedness:
    
    $
    5,000,000IV.Section 7.06 - Consolidated Net Worth.A. Consolidated Net Worth:(1) Capital stock taken at par or stated value:
    
    $




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(2) Capital in excess of par or stated value relating to
capital stock:
    
    $(3) Retained earnings (or minus any retained earnings
deficit):
    
    $(4) Sum of treasury stock, capital stock subscribed for
and unissued and other contra-equity accounts, all as
determined in accordance with GAAP:
    
    $(5) Total (Line IV.A.(1) + (2) + (3) - (4)):
    
    $B. Minimum Consolidated Net Worth.(1) $350,000,000:
    
    $(2) 50% of Consolidated Net Income for each fiscal
quarter beginning with the fiscal quarter ending on
April 30, 2006 (excluding any fiscal quarter in which
Consolidated Net Income is not positive):
    
    $(3) 85% of the net proceeds of any equity issued by the
Borrower after January 31, 2006:
    
    $(4) Non-cash impairment charges for goodwill, intangible
and fixed assets:
    
    $(5) Minimum Consolidated Net Worth (Lines IV.B.(1) + (2)
+ (3) - (4)):
    
    $V.Section 7.07 - Minimum Fixed Charge Coverage Ratio.A. EBITDA for the Borrower and its Subsidiaries on a consolidated basis for the period of the
four fiscal quarters most recently ended (the Subject Period):1. Consolidated Net Income for the Subject Period:
    
    $2. Without duplication and to the extent deducted in
determining Net Income, Consolidated Interest
Expense:
    
    $




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3. Without duplication and to the extent deducted in
determining Net Income, depreciation and amortization
expenses and other non-cash charges (including but
not limited to expensing of stock options, fixed
asset write-offs and impairment of goodwill):
    
    $4. Without duplication and to the extent deducted in
determining Net Income, income and profits taxes:
    
    $5. Without duplication and to the extent deducted in
determining Net Income, cash restructuring expenses
(not to exceed $5,000,000 for any period of four
consecutive fiscal quarters):
    
    $6. EBITDA (Lines VI.A.1. + 2. + 3. + 4 + 5.):
    
    $B. Capital Expenditures for the Subject Period:
    
    $C. Income tax expenses for the Subject Period:
    
    $D. Consolidated Interest Expense for the Subject Period:
    
    $E. Dividends for the Subject Period:
    
    $F. Scheduled installment payments of principal of Consolidated Indebtedness for the Subject
Period:
    
    $G. Fixed
Charge Coverage Ratio ((Line V.A.6. - Line V.B - Line V.C.)  ̧ (Line V.D. + Line
V.E. + Line V.F.)):
    
    ____ to 1.00H. Minimum Required Fixed Charge Coverage Ratio  see Section 7.07:
    
    ____ to 1.00VI.Section 7.08 - Maximum Leverage RatioA. Consolidated Indebtedness:1. Indebtedness (without duplication)(a) all obligations of such
Person for borrowed
money and all
obligations of such
Person evidenced by
bonds, debentures,
notes, loan agreements
or other similar
instruments:
    
    $




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(b) all direct or
contingent obligations
of such Person arising
under letters of credit
(including standby and
commercial), bankers
acceptances, bank
guaranties, surety
bonds and similar
instruments:
    
    $(c) net obligations of such
Person under any Swap
Contract:
    
    $(d) all obligations of such
Person to pay the
deferred purchase price
of property or services
(other than trade
accounts payable in the
ordinary course of
business):
    
    $(e) accrued obligations in
respect of earnout or
similar payments
payable in cash or
which may be payable in
cash at the sellers or
obligees option:
    
    $(f) Indebtedness (excluding
prepaid interest
thereon) secured by a
Lien on property owned
or being purchased by
such Person (including
indebtedness arising
under conditional sales
or other title
retention agreements),
whether or not such
Indebtedness shall have
been assumed by such
Person or is limited in
recourse:
    
    $(g) Capitalized Lease
Obligations and
Synthetic Lease
Obligations:
    
    $(h) Obligations in respect
of Redeemable Stock of
such Person:
    
    $(i) any withdrawal
liability of such
Person as such term is
defined under Part I of
Subtitle E of Title IV
of ERISA:
    
    $(j) all Guarantees of such
Person in respect of
any of the foregoing:
    
    $(k) Consolidated
Indebtedness (Lines
VI.A.1.(a) + (b) + (c)
+ (d) + (e) + (f) + (g)
+ (h) + (i) + (j)):
    
    $




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B. EBITDA for the Borrower and its Subsidiaries on a consolidated basis for the period of the
four fiscal quarters most recently ended (the Subject Period). For purposes of calculating
the Leverage Ratio as at any date, EBITDA shall be calculated on a pro forma basis assuming
that all Acquisition made, and all divestitures completed, during the four consecutive fiscal
quarters then most recently ended had been made on the first day of such period (but without
adjustment for expected cost savings or other synergies):1. Consolidated Net Income for the Subject Period:
    
    $2. Without duplication and to the extent deducted in
determining Net Income, Consolidated Interest
Expense:
    
    $3. Without duplication and to the extent deducted in
determining Net Income, depreciation and amortization
expenses and other non-cash charges (including but
not limited to expensing of stock options, fixed
asset write-offs and impairment of goodwill):
    
    $4. Without duplication and to the extent deducted in
determining Net Income, income and profits taxes:
    
    $5. Without duplication and to the extent deducted in
determining Net Income, cash restructuring expenses
(not to exceed $5,000,000 for any period of four
consecutive fiscal quarters):
    
    $6. EBITDA (Lines VI.B.1. _ 2. + 3. + 4. + 5.):
    
    $C. Leverage Ratio (Line VI.A.1.(k)  ̧ Line VI.B.6.):
    
    _____ to 1.00D. Maximum Leverage Ratio  see Section 7.08:
    
    _____ to 1.00VII.Section 7.13 - Limitation on Restricted PaymentsA. Aggregate amount of Dividends paid during fiscal quarter
    
    $B. Aggregate amount of Dividends permitted during fiscal quarter
    
    $
    1,650,000VIII.Section 7.18 - Limitation on Capital Expenditures




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A. Aggregate amount of Capital Expenditures made during fiscal year :
    
    $B. Aggregate amount of Capital Expenditures permitted to be made during fiscal year
 (see Section 7.18):
    
    $IX Excess Cash Flow Calculation for fiscal yearA. EBITDA (excluding cash restructuring charges):
    
    $B. Cash interest income:
    
    $C. Net decreases (if any) in working capital:
    
    $D. Lines IX.A. + IX.B. + IX.C.:
    
    $E. Restricted Payments:
    
    $F. Income taxes paid in cash:
    
    $G. Unfinanced portion of Capital Expenditures:
    
    $H. Amounts expended for Permitted Acquisitions:
    
    $I. Scheduled principal payments of Indebtedness (excluding intercompany Indebtedness):
    
    $J. Cash interest and fees in respect of any Indebtedness (excluding intercompany Indebtedness):
    
    $K. Net increases (if any) in working capital:
    
    $L. Lines IX.E. + IX.F. + IX.G. + IX.H. + IX.I. + IX.J. + IX.K.:
    
    $M. Excess
Cash Flow (Line IX.D. - Line IX.L.):
    
    $




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SCHEDULE 5.13
 SUBSIDIARIES AND EQUITY INVESTMENTS
 Jurisdiction ofName
    
    Organization
    
    Guarantor(a) Domestic Subsidiaries (Excluding Inactive Subsidiaries)Atlas Alchem Plastics, Inc.
    
    Delaware
    
    XAlchem Plastics Corporation
    
    Georgia
    
    XAlchem Plastics, Inc.
    
    Delaware
    
    XSpartech Plastics, LLC
    
    Delaware
    
    XSpartech SPD, LLC
    
    Delaware
    
    XSpartech CMD, LLC
    
    Delaware
    
    XSpartech Polycast, Inc.
    
    Delaware
    
    XSpartech Townsend, Inc.
    
    Delaware
    
    XSpartech Industries Florida, Inc.
    
    Delaware
    
    XSpartech Industries, Inc.
    
    Delaware
    
    XX-Core, LLC
    
    California
    
    XAlshin Tire Corporation
    
    California
    
    XAnjac-Doron Plastics, Inc.
    
    Delaware
    
    XPEPAC Holdings, Inc.
    
    DelawarePolymer Extruded Products, Inc.
    
    New Jersey
    
    XSpartech FCD, LLC
    
    Delaware
    
    XFranklin-Burlington Plastics, Inc.
    
    Delaware
    
    XSpartech Polycom, Inc.
    
    Pennsylvania
    
    XSpartech Polycom (Texas), Inc.
    
    Delaware
    
    XSpartech Mexico Holding Company
    
    Missouri
    
    XSpartech Mexico Holding Company Two
    
    Missouri
    
    XSpartech Mexico Holdings, LLC
    
    Missouri
    
    XCreative Forming, Inc.
    
    Wisconsin
    
    X




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##### 



2
    

Schedule 5.13
 Jurisdiction ofName
    
    Organization(b) Foreign SubsidiariesSpartech Canada, Inc.
    
    New BrunswickSpartech de México Holding Company, S. de R.L. de C.V.
    
    MexicoSpartech de México, S.A. de C.V.
    
    MexicoPrestadora de Servicios Industriales de Personal, S.A. de C.V.
    
    MexicoIndustriales Spartech de México, S. de R.L. de C.V.
    
    MexicoPrestadora de Servicios Industriales de Personal, S.A. de C.V.
    
    MexicoSpartech Polycom, S.A.S.
    
    France(c) Inactive SubsidiariesNone(d) Other Equity InvestmentsPlastic Recycling Center, LLC (50% owned)
    
    South Carolina




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SCHEDULE 7.01
 EXISTING LIENS
 SECUREDDEBTOR
    
    PARTY
    
    JURIS
    
    DATE
    
    FILE NO.
    
    COMMENTSSpartech Corporation
    
    NMHG Financial
Services, Inc.
    
    DE SOS
    
    5/2/02
    
    21241235
    
    All of the equipment now or hereafter leased by Lessor
to Lessee; and all accessories, additions, replacements
and substitutions thereto and therefore and all proceeds
including insurance proceeds, thereof. 4131780 NMHGFS
Cost Center 08A23Spartech Corporation
    
    NMHG Financial
Services, Inc.
    
    DE SOS
    
    1/30/07
    
    20070380039
    
    Continuation of above filingSpartech Corporation
    
    De Lage Landen
Financial Services,
Inc.
    
    DE SOS
    
    4/10/03
    
    30943616
    
    All equipment of any make or manufacture, together with
all accessories and attachments financed by or leased to
lessee by lessor under Master Lease Agreement Number 218Spartech Corporation
    
    De Lage Landed
Financial Services,
Inc.
    
    DE SOS
    
    10/12/07
    
    20073849527
    
    Continuation of above filingSpartech Corporation
    
    NMHG Financial
Services, Inc.
    
    DE SOS
    
    10/27/03
    
    32610114
    
    All of the equipment now or hereafter leased by lessor
to lessee; and all accessions, additions, replacements
and substitutions thereto and therefrom and all
proceeds, including insurance proceeds thereofSpartech Corporation
    
    NMHG Financial
Services, Inc.
    
    DE SOS
    
    4/30/08
    
    20081496098
    
    Continuation of above filingSpartech Corporation
    
    Citicorp Del Lease,
Inc.
    
    DE SOS
    
    11/10/03
    
    32951013
    
    Two New Kalmar Model C508X Serial 566115, 566017  188
Mast, 42 Forks, SideshifterSpartech Corporation
    
    Citicorp Leasing,
Inc.
    
    DE SOS
    
    1/28/04
    
    40230898
    
    One New Nissan Model # JC50LP Serial CPJ029W5347 
Triples Mast, 42 Forks & Sideshifter
  1




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##### 



SECUREDDEBTOR
    
    PARTY
    
    JURIS
    
    DATE
    
    FILE NO.
    
    COMMENTSSpartech Corporation
    
    Atlas Copco
Compressors Inc.
    
    DE SOS
    
    5/3/04
    
    41231283
    
    One Atlas Copco Industrial Air Compressor, Model GA
75-VSDAP s/n AII496165, and all proceed derived from the
sale or other disposition of this compressorAdditional debtor  Spartech PEPSpartech Corporation
    
    Associates Leasing,
Inc.
    
    DE SOS
    
    5/10/04
    
    41298761
    
    In Lieu of Continuation filing  migrated: Filing No.
3037361; Filed with MO SOS, Filed 5/21/99; Collateral
One New Nissan Forklift Model JC60LP S/N 9R0913 Together
with all present and future attachments, accessories,
replacement parts, additions, and all cash and non-cash
proceeds thereof.Spartech Corporation
    
    Citicorp Leasing,
Inc.
    
    DE SOS
    
    5/13/04
    
    41339292
    
    One New Mitsubishi Model # FG25KLPHO Serial # AF17C90125
 188 Mast, 42 Forks & Sideshifter; One New Martin
Cab #126012Additional debtor Spartech PlasticsSpartech Corporation
    
    Citicapital
Technology Finance,
Inc.
    
    DE SOS
    
    5/18/04
    
    41374133
    
    Equip Desc. OFD# 12655, Oracle, Quantity, Model: Oracle
software, serial, license; equip; asset detail.Spartech Corporation
    
    Citicorp Del-Lease,
Inc.
    
    DE SOS
    
    7/28/04
    
    42121426
    
    Three new Nissan Model JC50LP Serial # CPJO29W5072,
CPJ029W5073, CPJ029W5294  187 Mast, 42 Forks,
SideshifterSpartech Corporation
    
    Associates Leasing,
Inc.
    
    DE SOS
    
    10/7/04
    
    42826636
    
    In Lieu of Continuation Filing  migrated: File No.
3089105, Filed 10/28/99; Filed with MO SOS; Collateral: Two Nissan Forklift Model JC30LP S/N 9N2182 & 9N2179;
One Nissan Forklift Model JC60LP S/N 9R1126; together
with all present and future attachments, accessories,
replacement parts, additions, and all cash and non-cash
proceeds thereof.Spartech Corporation
    
    Associates
Commercial
    
    DE SOS
    
    11/9/04
    
    43157957
    
    In Lieu of Continuation Filing  migrated: File No.
3137065, Filed 12/29/99, Filed with KS SOS; Collateral:Corporation
    
    
    
    
    
    
    
    One Nissan Forklift Model JC50LP S/N 9P3955, together
with all present and future attachments, accessories,
replacements parts, additions, and all cash and non-cash
proceeds
 2




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##### 



SECUREDDEBTOR
    
    PARTY
    
    JURIS
    
    DATE
    
    FILE NO.
    
    COMMENTSSpartech Corporation
    
    IOS Capital
    
    DE SOS
    
    11/16/04
    
    43292630
    
    All equipment now or hereafter leased in an equipment
leasing transaction in connection with that certain
Product Schedule No/Agreement 4237733 Master Agreement
NO. Customer: 495130 IKCPP8050 C10007980, as amended
from time to time between lessor and lessee, including
without limit , all additions, improvements,
attachments, accessories, accessions, upgrades, etc.Spartech Corporation
    
    Sun Microsystems
Finance
    
    DE SOS
    
    12/3/04
    
    43444819
    
    All equipment and related items (Products) that are
the subject of and described in any Lease Schedule
whether existing now or in the future, to that certain
Master Lease Agreement No. 4326123, and all additions,
attachments, accessions, replacement parts and
substitutions of such products, etc.Spartech Corporation
    
    Sun Microsystems
Finance
    
    DE SOS
    
    12/29/04
    
    50063389
    
    Specific listing of equipment, and all additions,
attachments, accessions, replacement parts and
substitutions thereof, whether now or hereafter affixed
thereto and installed therein, and all proceeds of the
foregoing, including insurance proceeds. Lease
Agreement Number 4326123-001Spartech Corporation
    
    Citicapital
Commercial
Corporation
    
    DE SOS
    
    1/24/05
    
    50255738
    
    In Lieu of Continuation Filing  migrated: File No.
4068533, Filed 7/19/00, Filed with MO SOS: File NO.
093617, Filed 7/21/00; Filed with Cape Girardeau, MO;
Collateral  Two Nissan Forklifts Model JC30LP S/N
9N2364 and 9N2387, together with all present and future
attachments, accessories, replacement parts, additions
and all cash and non-cash proceeds thereof.Spartech Corporation
    
    Citicapital
Commercial
Corporation
    
    DE SOS
    
    1/25/05
    
    50263476
    
    In Lieu of Continuation Filing  migrated: File No.
4068535, Filed 7/19/00; Filed with MO SOS; File No.
093616; Filed 8/21/00; Filed with Cape Girardeau, MO;
Collateral  One Nissan Forklift Model JC30LP S/N
9N2365, together with all present and future
attachments, accessories, replacement parts, additions
and all cash and non-cash proceeds thereof.
 3




---



##### 



SECUREDDEBTOR
    
    PARTY
    
    JURIS
    
    DATE
    
    FILE NO.
    
    COMMENTSSpartech Corporation
    
    Citicapital
Commercial
Corporation
    
    DE SOS
    
    1/25/05
    
    50263575
    
    In Lieu of Continuation Filing  migrated: File No.
2337393, Filed 7/19/00, Filed with IN SOS; Collateral 
Two Nissan Forklifts Model JC35LP S/N 9N2274 and 8N2266,
together with all present and future attachments,
accessories, replacement parts, additions and all cash
and non-cash proceeds thereof.Spartech Corporation
    
    Citicapital
Commercial
Corporation
    
    DE SOS
    
    1/25/05
    
    50263757
    
    In Lieu of Continuation Filing  migrated: File No.
20020660210, Filed 7/19/00, Filed with CA SOS;
Collateral  Four Nissan Forklifts Model JC30LP S/N
9N2183, 9N2184, 9N2185 and 9N2186, together with all
present and future attachments, accessories, replacement
parts, additions and all cash and non-cash proceeds
thereof.Spartech Corporation
    
    Citicapital
Commercial
Corporation
    
    DE SOS
    
    1/25/05
    
    50263849
    
    In Lieu of Continuation Filing  migrated: File No.
D675818, Filed 7/19/00, Filed with MI SOS; Collateral 
One Nissan Forklift Model JC30 S/N 9N2180, together with
all present and future attachments, accessories,
replacement parts, additions and all cash and non-cash
proceeds thereof.Spartech Corporation
    
    Citicapital
Commercial
Corporation
    
    DE SOS
    
    1/25/05
    
    50264367
    
    In Lieu of Continuation Filing  migrated: File No.
488303; Filed 11/1/99, Filed with OR SOS; Collateral 
One Nissan Forklift Model JC30LP S/N 9N2182, together
with all present and future attachments, accessories,
replacement parts, additions and all cash and non-cash
proceeds thereof.Spartech Corporation
    
    Citicapital
Commercial
Corporation
    
    DE SOS
    
    6/26/06
    
    62255503
    
    Amendment to above filing  add collateral  In Lieu of
Continuation Filing  migrated: File No. 488303; Filed
11/1/99, Filed with OR SOS, File NO. 488303, Filed
10/11/04, Filed with OR SOS  continuation filing.
 4




---



##### 



SECUREDDEBTOR
    
    PARTY
    
    JURIS
    
    DATE
    
    FILE NO.
    
    COMMENTSSpartech Corporation
    
    Citicapital
Commercial Leasing
Corporation
    
    DE SOS
    
    1/25/05
    
    50264540
    
    In Lieu of Continuation Filing  migrated: File No.
2530048, Filed 2/10/99, File No. 573790, Filed 2/4/04,
Filed with KS SOS; Collateral  One Nissan Forklift
CPJ02a25pv, sn 9p3489, together with all present and
future attachments, accessories, replacement parts,
additions and all cash and non-cash proceeds thereof.Spartech Corporation
    
    Citicapital
Commercial Leasing
Corporation
    
    DE SOS
    
    1/25/05
    
    50264698
    
    In Lieu of Continuation Filing  migrated: File No.
AP286341, Filed 6/12/00; File No. 20043630320, Filed
12/27/04, Filed with OH SOS; Collateral  One Nissan
Forklift Model JC30LP S/N 9N2179; One Nissan Forklift
Model JC60LP, S/N 9R1126, together with all present and
future attachments, accessories, replacement parts,
additions and all cash and non-cash proceeds thereof.Spartech Corporation
    
    Citicapital
Commercial Leasing
Corporation
    
    DE SOS
    
    1/25/05
    
    50264854
    
    In Lieu of Continuation Filing  migrated: File No.
2337393, Filed 7/19/00, Filed with IN SOS; Collateral 
One Nissan Forklift Model JC30LP S/N 9N2266; One Nissan
Forklift Model JC30LP S/N 9N2274, together with all
present and future attachments, accessories, replacement
parts, additions and all cash and non-cash proceeds
thereof.Spartech Corporation
    
    Citicapital
Commercial Leasing
Corporation
    
    DE SOS
    
    6/29/06
    
    62256683
    
    Amendment to above filing added collateral: In Lieu of
continuation filing  File No. 50264854, Filed 1/25/05,
Filed with DE SOSSpartech Corporation
    
    Citicapital
Commercial Leasing
Corporation
    
    DE SOS
    
    2/17/05
    
    50542168
    
    In Lieu of Continuation Filing  migrated: File No.
4067783, Filed 7/18/00, Filed with MO SOS; File No.
200009150, Filed 7/21/00, Filed with St. Louis, MO;
Collateral  One Nissan Forklift Model JC80LP, S/N
9R1453, together with all present and future
attachments, accessories, replacement parts, additions
and all cash and non-cash proceeds thereof.
 5




---



##### 



SECUREDDEBTOR
    
    PARTY
    
    JURIS
    
    DATE
    
    FILE NO.
    
    COMMENTSSpartech Corporation
    
    Citicapital
Commercial Leasing
Corporation
    
    DE SOS
    
    2/17/05
    
    50542556
    
    In Lieu of Continuation Filing  migrated: File No.
3814662, Filed 7/18/00, Filed with KS SOS; Collateral 
One Nissan Forklift Model JC50LP S/N 9P6241; One Nissan
Forklift Model JC50LP S/N 9P6242, together with all
present and future attachments, accessories, replacement
parts, additions and all cash and non-cash proceeds
thereof.Spartech Corporation
    
    Citicapital
Commercial Leasing
Corporation
    
    DE SOS
    
    2/17/05
    
    50542754
    
    In Lieu of Continuation Filing  migrated: File No.
3574977, Filed 5/4/00, Filed with KS SOS; Collateral 
One Nissan Forklift Model JC40LP, S/N 9Q0533; One Nissan
Forklift Model JC40LP, S/N 9Q5034, together with all
present and future attachments, accessories, replacement
parts, additions and all cash and non-cash proceeds
thereof.Spartech Corporation
    
    Citicapital
Commercial Leasing
Corporation
    
    DE SOS
    
    2/17/05
    
    50543133
    
    In Lieu of Continuation Filing  migrated: File No.
4206523, Filed 5/8/00, Filed with IL SOS; Collateral 
One Nissan Forklift Model JC40LP, S/N 9Q0535, together
with all present and future attachments, accessories,
replacement parts, additions and all cash and non-cash
proceeds thereof.Spartech Corporation
    
    Citicapital
Commercial Leasing
Corporation
    
    DE SOS
    
    2/17/05
    
    50543398
    
    In Lieu of Continuation Filing  migrated; File No.
004206533, Filed 5/3/00, Filed with IL SOS; Collateral
 One Nissan Forklift Model JC40LP S/N 900535, together
with all present and future attachments, accessories,
replacement parts, additions and all cash and non-cash
proceeds thereof.Spartech Corporation
    
    Citicapital
Commercial Leasing
Corporation
    
    DE SOS
    
    2/18/05
    
    50550823
    
    In Lieu of Continuation Filing  migrated: File No.
3727104, File 6/19/00, Filed with KS SOS; Collateral 
One Nissan Forklift Model JC50LP, S/N 9P6731, together
with all present and future attachments, accessories,
replacement parts, additions and all cash and non-cash
proceeds thereof.
 6




---



##### 



SECUREDDEBTOR
    
    PARTY
    
    JURIS
    
    DATE
    
    FILE NO.
    
    COMMENTSSpartech Corporation
    
    Citicapital
Commercial Leasing
Corporation
    
    DE SOS
    
    2/18/05
    
    50551151
    
    In Lieu of Continuation Filing  migrated: File No.
4059964, Filed 6/21/00, Filed with MO SOS; File No.
200007977, Filed 6/23/00; Filed with St. Louis, MO;
Collateral  Contract 111-93417; One Nissan Forklift
Model JC30LP S/N 9N2182 contract 111-93886 Two Nissan
Forklifts Model JC60LP S/N 9R1126 and Model JC30LP S/N
9N2182, together with all present and future
attachments, accessories, replacement parts, additions
and all cash and non-cash proceeds thereof.Spartech Corporation
    
    Citicapital
Commercial Leasing
Corporation
    
    DE SOS
    
    2/18/05
    
    50551235
    
    In Lieu of Continuation Filing  migrated: File No.
0023660486, Filed 8/16/00, Filed with CA SOS; Collateral
 One Nissan Forklift Model JC50 S/N 9P7276, together
with all present and future attachments, accessories,
replacement parts, additions and all cash and non-cash
proceeds thereof.Spartech Corporation
    
    Citicapital
Commercial Leasing
Corporation
    
    DE SOS
    
    2/18/05
    
    50551391
    
    In Lieu of Continuation Filing  migrated: File No.
517187; Filed 6/22/00; Filed with OR SOS; Collateral 
One Nissan Forklift Model JC30LP S/N 9N2182, together
with all present and future attachments, accessories,
replacement parts, additions and all cash and non-cash
proceeds thereof.Spartech Corporation
    
    Citicapital
Commercial Leasing
Corporation
    
    DE SOS
    
    2/18/05
    
    50551458
    
    In Lieu of Continuation Filing  migrated: File No.
4068527, Filed 7/19/00;Filed with MO SOS; File No.
200009152,Filed 7/21/00; Filed with St. Louis, MO;
Collateral  Contract 111-93885; One Nissan Forklift
Model JC30LP S/N 9N2180 Contract 111-93483 Four Nissan
Forklifts Model JC30LP S/N 9N2180, 9N2183, 9N2184,
9N2185 and 9N2186, together with all present and future
attachments, accessories, replacement parts, additions
and all cash and non-cash proceeds thereof.Spartech Corporation
    
    Citicapital
Commercial Leasing
Corporation
    
    DE SOS
    
    2/18/05
    
    50551516
    
    In Lie of Continuation Filing  migrated: File No.
3819356; Filed 7/19/00, Filed with KS SOS; Collateral 
One Nissan Forklift Model CPJ02A25 S/N 9p618, together
with all present and future attachments, accessories,
replacement parts, additions and all cash and non-cash
proceeds thereof.
 7




---



##### 



SECUREDDEBTOR
    
    PARTY
    
    JURIS
    
    DATE
    
    FILE NO.
    
    COMMENTSSpartech Corporation
    
    Citicapital
Commercial Leasing
Corporation
    
    DE SOS
    
    2/18/05
    
    50551573
    
    In Lieu of Continuation Filing  migrated: File No.
3588597; Filed 5/8/00; Filed with KS SOS; Collateral 
Two Nissan Forklifts Model JC40LP S/N 9Q0531 & 9Q0533,
together with all present and future attachments,
accessories, replacement parts, additions and all cash
and non-cash proceeds thereof.Spartech Corporation
    
    Citicapital
Commercial Leasing
Corporation
    
    DE SOS
    
    2/23/05
    
    50588971
    
    In Lieu of Continuation Filing  migrated: File No.
0023660486, Filed 8/16/00, Filed with CA SOS; Collateral
 One Nissan Forklift Model JC50 S/N 9P7276, together
with all present and future attachments, accessories,
replacement parts, additions and all cash and non-cash
proceeds thereof.Spartech Corporation
    
    Citicapital
Commercial Leasing
Corporation
    
    DE SOS
    
    6/29/06
    
    62256600
    
    Amendment to above filing  add collateral; In Lieu of
Continuation Filing: File NO. 50588971, Filed 2/23/05,
Filed with DE SOSSpartech Corporation
    
    The CIT
Group/Equipment
Financing, Inc.
    
    DE SOS
    
    9/26/05
    
    52977776
    
    In Lieu of Continuation Filing  migrated: File No.
01-0030233, Filed 1/5/01, Filed with TX SOS, File No.
D730294, Filed 1/5/01, Filed with MI SOS; Collateral 
One Nissan Model JC80LP S/N 9R1801, and all additions,
substitutions, attachments, replacements and accessions
thereof, plus the proceeds of all the foregoing.Spartech Corporation
    
    NMHG Financial
Services, Inc.
    
    DE SOS
    
    5/19/06
    
    61701713
    
    All of the equipment now or hereafter leased by Lessor
to Lessee; and all accessions, additions, replacements,
and substitutions thereto and therefore, and all
proceeds including insurance proceeds thereof.
 8




---



##### 



SECUREDDEBTOR
    
    PARTY
    
    JURIS
    
    DATE
    
    FILE NO.
    
    COMMENTSSpartech Corporation
    
    Pacific Rim
Capital, Inc.
    
    DE SOS
    
    8/28/06
    
    62984599
    
    All present and future goods including, but not limited
to various Hitachi equipment, peripherals, and software,
and any replacement, substitutions, additions,
attachment, modification, update, revision, new version,
enhancement, accessory, insurance proceeds and the cash
proceeds of an goods, wherever located leaded by Pacific
Rim Capital, Inc. (Lessor) to Spartech Corporation
(Lessee) pursuant to Equipment Schedule No. 1
(Lease) incorporating the terms of Master Equipment
Lease Agreement dated 7/10/06 between Lessor and Lessee.
UCC filing intended to be for informational and
precautionary purposes only and to give notice of
Lessors ownership of the goods and the existence of a
true lease.Spartech Corporation
    
    Pacific Rim
Capital, Inc.
    
    DE SOS
    
    11/10/06
    
    63932027
    
    All present and future goods including, but not limited
to One Nissan Forklift BX50EE Truck and other related
equipment, and any replacement, substitutions,
additions, attachment, modification, update, revision,
new version, enhancement, accessory, insurance proceeds
and the cash proceeds of an goods, wherever located
leaded by Pacific Rim Capital, Inc. (Lessor) to
Spartech Corporation (Lessee) pursuant to Equipment
Schedule No. 2 (Lease) incorporating the terms of
Master Equipment Lease Agreement dated 7/10/06 between
Lessor and Lessee. UCC filing intended to be for
informational and precautionary purposes only and to
give notice of Lessors ownership of the goods and the
existence of a true lease.
 9




---



##### 



SECUREDDEBTOR
    
    PARTY
    
    JURIS
    
    DATE
    
    FILE NO.
    
    COMMENTSSpartech Corporation
    
    Alpha Systems, Inc.
    
    DE SOS
    
    4/2/07
    
    20071211985
    
    The diamond plate roll is jointly owned by Alpha
Systems, Inc., (Alpha Systems) and Spartech
Corporation dba Spartech Plastics (Spartech). Spartech
will not extruded sheet or roll stock for anyone other
that Alpha Systems, in markets that are served by Alpha
Systems, without Alpha Systems prior written consent.
The coin pattern roll is not transacted, but is to be
owned solely by Alpha Systems. When the transaction for
the coin pattern roll is complete, Alpha Systems will
have exclusivity for the coin patter roll. Spartech
will not extruded sheet or roll stock from the coin
pattern roll for anyone other than Alpha Systems without
Alpha Systems prior written consent. The diamond plate
and coin pattern embossing rolls are described as
follows: One Embossed extrusion roller with diamond
plate pattern; One Embossed extrusion roller with coin
pattern.Additional debtor  Spartech PlasticsSpartech Corporation
    
    Pacific Rim
Capital, Inc.
    
    DE SOS
    
    9/7/07
    
    20073405718
    
    All present and future goods including, but not limited
to One Nissan BX60 Forklift Truck; One Nissan CF60LP
Truck; One 770 Cab to fit PF60LP Nissan Forklift; One
Nissan PF60LP Fork Truck and One Nissan PF50LP Fork
Truck and other related equipment, and any replacement,
substitutions, additions, attachment, modification,
update, revision, new version, enhancement, accessory,
insurance proceeds and the cash proceeds of an goods,
wherever located leaded by Pacific Rim Capital, Inc.
(Lessor) to Spartech Corporation (Lessee) pursuant
to Equipment Schedule No. 3 (Lease) incorporating the
terms of Master Equipment Lease Agreement dated 7/10/06
between Lessor and Lessee. UCC filing intended to be f
or informational and precautionary purposes only and to
give notice of Lessors ownership of the goods and the
existence of a true lease.
 10




---



##### 



SECUREDDEBTOR
    
    PARTY
    
    JURIS
    
    DATE
    
    FILE NO.
    
    COMMENTSSpartech Corporation
    
    MB Financial Bank,
N.A.
    
    DE SOS
    
    10/26/07
    
    20074075270
    
    Assignment of above filingSpartech Corporation
    
    NMHG Financial
Services, Inc.
    
    DE SOS
    
    6/10/08
    
    20081976800
    
    All of the equipment now or hereafter leased by Lessor
to Lessee; and all accessions, additions, replacements,
and substitutions thereto and therefore; and all
proceeds including insurance proceeds thereof.Spartech 
Corporation 
Defendant
    
    Michael B. Conway 
Plaintiff
    
    St. Louis County, MO
    
    3/27/97
    
    2197CC-00954
    
    Case Type: CC Person Injury  Other; judgment entered
against defendant 8/14/98 in the amount of $100,000.00
 not satisfiedAlchem Plastics,
Inc.
    
    General Electric
Capital Corporation
    
    DE SOS
    
    12/27/02
    
    23242702
    
    In Lieu of Continuation filing  migrated: File No.
0105760958, Filed 2/23/01, Filed with CA SOS 
Collateral: All of Debtors right, title and interest
in, to and under that following (a) that certain
contract dated 12/29/00 involving the equipments: (b)
Two GE Jenbacher JGS 616 version E02 reciprocating gas
gen-sets and related auxiliaries, plus all other
upgrades, attachments, accessories, additions,
replacements and substitutions now or hereafter attached
thereto and made a part thereof, and all proceeds,
including insurance proceeds, of any of the foregoing.Alchem Plastics,
Inc.
    
    General Electric
Capital Corporation
    
    DE SOS
    
    8/10/07
    
    20073056214
    
    Continuation of above filingSpartech
Industries, Inc.
    
    Toyota Motor Credit
Corporation
    
    DE SOS
    
    10/6/06
    
    63468212
    
    Three Forklift Model # 7FBCU25 Serial # 02559, 02513,
02681; Two Toyota Forklift Model 7BCU25, Serial # 68244,
68225; Two Battery Model 18-85F-23 Serial # PL107061188,
PL1070661189; Two Charger Model # PH3M-18-96 Serial #
EH149699. It is the intent of the parties that the
transaction referenced herein constitutes a true lease.
The secured party is the owner of the property. This
filing is made as a precaution should the transaction be
viewed as other than a true lease
 11




---



##### 



SECUREDDEBTOR
    
    PARTY
    
    JURIS
    
    DATE
    
    FILE NO.
    
    COMMENTSSpartech
Industries, Inc.
    
    Toyota Motor Credit
Corporation
    
    DE SOS
    
    10/20/06
    
    63660149
    
    One Toyota Forklift Model # 7FGCU25 Serial # 03661. It
is the intent of the parties that the transaction
referenced herein constitutes a true lease. The secured
party is the owner of the property. This filing is made
as a precaution should the transaction be viewed as
other than a true leaseSpartech
Industries, Inc.
    
    Toyota Motor Credit
Corporation
    
    DE SOS
    
    4/20/07
    
    20071481679
    
    One New Toyota Forklift Model # 7FGCU25 Serial # 04213.
It is the intent of the parties that the transaction
referenced herein constitutes a true lease. The secured
party is the owner of the property. This filing is made
as a precaution should the transaction be viewed as
other than a true leaseSpartech
Industries, Inc.
    
    Toyota Motor Credit
Corporation
    
    DE SOS
    
    4/24/08
    
    20081430279
    
    One Toyota Forklift Model # 7FBCU25 Serial # 71084. It
is the intent of the parties that the transaction
referenced herein constitutes a true lease. The secured
party is the owner of the property. This filing is made
as a precaution should the transaction be viewed as
other than a true leaseSpartech
Industries, Inc.
    
    Indiana Dept. of
Revenue
    
    Kosciusko County, IN
    
    3/31/08
    
    06953412
(08-005349)
    
    State tax lien in the amount of $2,066.98Spartech Polycast,
Inc.
    
    Toyota Motor Credit
Corporation
    
    DE SOS
    
    7/19/07
    
    20072722410
    
    Four Toyota Forklift Model # 8FGCU30 Serial # 10664,
10665, 10666, 10667. It is the intent of the parties
that the transaction referenced herein constitutes a
true lease. The secured party is the owner of the
propertySpartech Polycast,
Inc.
    
    Toyota Motor Credit
Corporation
    
    DE SOS
    
    10/25/07
    
    20074050711
    
    Four Toyota Forklift Model # 8FGU30 Serial # 11681,
11682, 11696, 11721Spartech Polycast,
Inc.
    
    
    
    Bergen County, NJ
    
    
    
    
    
    No state, federal tax liens or judgment liens  county
clerk as of 8/29/08; No state tax liens or judgment
liens  Trenton superior court as of 8/29/08Spartech Polycom,
Inc.
    
    Amano Business
Credit
    
    PA SOS
    
    11/10/03
    
    20031126307
    
    1 Tennant 5700 XP-FAST; as per lease SP1003Spartech Polycom,
Inc.
    
    Prolift, Inc.
    
    PA SOS
    
    4/26/04
    
    20040428998
    
    New Daewoo Model GC25E s/n CV-0272 Note unit is located
at below address: 4921 I.D.A. Park Drive, Lockport NY
14084
 12




---



##### 



SECUREDDEBTOR
    
    PARTY
    
    JURIS
    
    DATE
    
    FILE NO.
    
    COMMENTSSpartech Polycom,
Inc.
    
    NMHG Financial
Services, Inc.
    
    PA SOS
    
    6/30/04
    
    20040698966
    
    Any and all material handling equipment manufactured by
NACCO Material Handling Company and any and all
attachments to said equipmentSpartech Polycom,
Inc.
    
    De Lage Landen
Financial Services,
Inc.
    
    PA SOS
    
    11/12/04
    
    2004120101706
    
    (1) Nissan CL50 CPL02-9P1267; (2) Nissan CL50
CPL02-9P1218; (3) Nissan CL50 CPL02-9P1219; (4) Nissan
CL50 CPL02-9P1220; (5) Nissan CL50 CPL02-9P1231; (6)
Nissan CL50 CPL02-9P1232; including all components,
additions, upgrades, attachments, accessions,
substitutions, replacement and proceeds of the
foregoing. This filing is for precautionary purposes in
connection with an equipment leasing transaction and is
not to be construed as indicating that the transactions
is other than a true lease.Spartech Polycom,
Inc.
    
    Prolift, Inc.
    
    PA SOS
    
    5/26/05
    
    2005052604939
    
    One new caterpillar model C4000 s/n AT9000908; Note,
unit is located at below address; 4921 I.D.A Park Drive,
Lockport, NY 14094Spartech Polycom,
Inc.
    
    NMHG Financial
Services, Inc.
    
    PA SOS
    
    5/10/06
    
    2006051001487
    
    All of the equipment now or hereafter leased by Lessor
to Lessee, and all accessions, additions, replacements,
and substitutions thereto and therefore; and all
proceeds including insurance proceeds thereof.Spartech Polycom,
Inc.
    
    Toyota Motor Credit
Corporation 
Assignor 
Jamestown
Industrial Trks.
    
    PA SOS
    
    4/18/07
    
    2007041802752
    
    One Toyota Forklift Model #8FGCU20; Serial #10585; It is
the intent of the parties that the transaction
referenced herein constitutes a true lease; The party
designated as the secured party is the owner of the
property described herein. The filing is made as a
precaution should the transaction be viewed as other
than a true lease.Spartech Polycom,
Inc.
    
    Toyota Motor Credit
Corporation 
Assignor 
Forklifts of St.
Louis, Inc.
    
    PA SOS
    
    4/18/07
    
    2007041802815
    
    Three New Toyota Forklifts; Model #8FGCU25; Serial #
11128, 11248, 1186; It is the intent of the parties that
the transaction referenced herein constitutes a true
lease; The party designated as the secured party is the
owner of the property described herein. The filing is
made as a precaution should the transaction be viewed as
other than a true lease.
 13




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##### 



SECUREDDEBTOR
    
    PARTY
    
    JURIS
    
    DATE
    
    FILE NO.
    
    COMMENTSSpartech Polycom,
Inc.
    
    Toyota Motor Credit
Corporation 
Assignor 
Forklifts of St.
Louis, Inc.
    
    PA SOS
    
    1/10/08
    
    2008011101156
    
    One EZ-GO Model #800 Serial 2594511; It is the intent of
the parties that the transaction referenced herein
constitutes a true lease. The filing is made as a
precaution should the transaction be viewed as other
than a true lease.Spartech Polycom,
Inc.
    
    Toyota Motor Credit
Corporation 
Assignor 
Forklifts of St.
Louis, Inc.
    
    PA SOS
    
    2/28/08
    
    2008022803816
    
    Five New 2008 Toyota Forklift; Model #85GCU15; Serial #
12287, 12286, 12348, 12352, 12384; Four New Toyota
Forklift; Model # 85GCU15; Serial # 12385, 12386, 12387,
12388. It is the intent of the parties that the
transaction referenced herein constitutes a true lease;
The party designated as the secured party is the owner
of the property described herein. The filing is made as
a precaution should the transaction be viewed as other
than a true lease.Spartech Polycom,
Inc.
    
    Toyota Motor Credit
Corporation 
Assignor 
Forklifts of St.
Louis, Inc.
    
    PA SOS
    
    5/6/08
    
    2008050608068
    
    One New 2008 Toyota Forklift; Model # 8FGCU30; Serial #
11458; Two New 2008 Toyota Forklift; Model # 8FGCU25;
Serial # 17693, 17641. It is the intent of the parties
that the transaction referenced herein constitutes a
true lease; The party designated as the secured party is
the owner of the property described herein. The filing
is made as a precaution should the transaction be viewed
as other than a true lease.Spartech Polycom,
Inc.
    
    Louisiana State
Dept. of Labor
    
    Calcasieu Parish,
    
    LA 8/30/05
    
    2733208
    
    State tax lien in the amount of $522.23Spartech Polycom,
Inc.
    
    Louisiana State
Dept. of Labor
    
    Calcasieu Parish,
    
    LA 12/21/06
    
    2788321
    
    State tax lien in the amount of $865.91Polymer Extruded
Products, Inc.
    
    NMHG Financial
Services, Inc.
    
    NJ SOS
    
    11/1/02
    
    21289576
    
    All of the equipment now or hereafter leased by Lessor
to Lessee; and all accessories, additions, replacements,
and substitutions thereto and therefor and all proceeds
including insurance proceeds thereof; 4132871 NMHGFS
Cost Center 08A24Polymer Extruded
Products, Inc.
    
    NMHG Financial
Services, Inc.
    
    NJ SOS
    
    5/4/07
    
    
    
    Continuation of above filing
 14




---



##### 



SECUREDDEBTOR
    
    PARTY
    
    JURIS
    
    DATE
    
    FILE NO.
    
    COMMENTSSpartech Industries
Florida, Inc.
    
    US Bancorp
    
    DE SOS
    
    10/24/03
    
    32789660
    
    Lease # 164975 DI 551l DI 251; CF 2001. This filing is
for informational purposes onlySpartech Industries
Florida, Inc.
    
    US Bancorp
    
    DE SOS
    
    4/9/08
    
    20081251204
    
    One BH350 31128751; One BH600 57BE03600; One MFX1450D
90066006; One MFX1450D 90026007; For information
purposes onlySpartech Industries
Florida, Inc.
    
    Wells Fargo Bank,
N.A.
    
    DE SOS
    
    6/6/08
    
    20081935996
    
    One Used Clark Forklift C25C s/n C232L-0157-9592. The
equipment described and all equipment parts,
accessories, substitutions, additions, accessions and
replacements thereto and thereof, now or hereafter
installed in, affixed to, or used in conjunction
therewith and the proceeds thereof, together with all
installment payments, insurance proceeds, other proceeds
and payments due and to become due arising from or
relating to said equipmentSpartech Plastics, 
LLC
    
    Citicorp Leasing
    
    DE SOS
    
    5/13/04
    
    41339292
    
    One New Mitsubishi Model #FG25KLPHO Serial # AF17C90128
 188 Mast, 42 Forks and Sideshifter; One New Martin
Cab #126012Additional Debtor  Spartech CorporationSpartech Plastics, 
LLC
    
    Key Equipment
Finance Inc.
    
    DE SOS
    
    5/11/05
    
    51450742
    
    Toshiba 550 w/ multiposition stapler including all
accessories, attachments, replacement parts and
substitutions thereof.
 15




---



##### 



SECUREDDEBTOR
    
    PARTY
    
    JURIS
    
    DATE
    
    FILE NO.
    
    COMMENTSSpartech Plastics, 
LLC
    
    Alpha Systems, Inc.
    
    DE SOS
    
    4/2/07
    
    20071211985
    
    The diamond plate roll is jointly owned by Alpha
Systems, Inc., (Alpha Systems) and Spartech
Corporation dba Spartech Plastics (Spartech). Spartech
will not extruded sheet or roll stock for anyone other
that Alpha Systems, in markets that are served by Alpha
Systems, without Alpha Systems prior written consent.
The coin pattern roll is not transacted, but is to be
owned solely by Alpha Systems. When the transaction for
the coin pattern roll is complete, Alpha Systems will
have exclusivity for the coin patter roll. Spartech
will not extruded sheet or roll stock from the coin
pattern roll for anyone other than Alpha Systems without
Alpha Systems prior written consent. The diamond plate
and coin pattern embossing rolls are described as
follows: One Embossed extrusion roller with diamond
plate pattern; One Embossed extrusion roller with coin
pattern.Additional debtor  Spartech CorporationSpartech Plastics, 
LLC
    
    Toyota Motor Credit
Corporation
    
    DE SOS
    
    6/26/07
    
    20072423787
    
    One New E-Z Go Truck Model # 835 Serial # 2541335Spartech Plastics, 
LLC
    
    Toyota Motor Credit
Corporation
    
    DE SOS
    
    10/1/07
    
    20073692224
    
    Two Toyota Forklifts Model # 8FGCU32 Serial # 10905,
10928; Two Toyota Forklift Model # 7FBCU32, Serial #
62950, 62951; Four Hawker Model # 024-E0975; Serial #
EP107072037, EP107072038, EP107072039; EP107072040
It is the intent of the parties that the transaction
referenced herein constitutes a true lease. The secured
party is the owner of the property
 16




---



##### 



SECUREDDEBTOR
    
    PARTY
    
    JURIS
    
    DATE
    
    FILE NO.
    
    COMMENTSSpartech Plastics, 
LLC
    
    Toyota Motor Credit
Corporation
    
    DE SOS
    
    10/26/07
    
    20074076955
    
    Five Toyota Forklift Model #7FBCU25 Serial # 70192,
70193, 70194, 70228, 70229; Fourteen Batteries; Model
#24-85F-17, Serial # PL106071373/374/375/376/377/378/379/380/381/471/472/473;
Six chargers Model # PH3M-24-680B Serial #
FG15962/63/64/65/66, FI18481. It is the intent of the
parties that the transaction referenced herein
constitutes a true lease. The secured party is the owner
of the propertySpartech Plastics, 
LLC
    
    Toyota Motor Credit
Corporation
    
    DE SOS
    
    10/29/07
    
    20074086723
    
    Five Toyota Forklift Model #7FBCU25 Serial # 70192,
70193, 70194, 70228, 70229; Fourteen Batteries; Model
#24-85F-17, Serial #
PL106071373/374/375/376/377/378/379/380/381/471/472/473;
Six chargers Model # PH3M-24-680B Serial #
FG15962/63/64/65/66, FI18481. It is the intent of the
parties that the transaction referenced herein
constitutes a true lease. The secured party is the owner
of the propertySpartech Plastics, 
LLC
    
    Toyota Motor Credit
Corporation
    
    DE SOS
    
    11/14/07
    
    20074334651
    
    One MTC Battery Handling System Model #BHS. It is the
intent of the parties that the transaction referenced
herein constitutes a true lease. The secured party is
the owner of the propertySpartech Plastics, 
LLC
    
    Toyota Motor Credit
Corporation
    
    DE SOS
    
    1/8/08
    
    20080081420
    
    One New 2007 Toyota Forklift Model #7FGCU45 Serial #
64577; One 49 100F 209487/94 Model # 100F-FPS-B149
Serial # 826206-1R1. It is the intent of the parties
that the transaction referenced herein constitutes a
true lease. The secured party is the owner of the
propertySpartech Plastics, 
LLC
    
    Toyota Motor Credit
Corporation
    
    DE SOS
    
    4/1/08
    
    20081133881
    
    One New 2008 Forklift Model # 8FGCU25 Serial # 356977;
Five New 2008 Toyota Forklift Model # 8FGCU15 Serial #
12408, 12446, 12411, 12392, 12433. It is the intent of
the parties that the transaction referenced herein
constitutes a true lease. The secured party is the owner
of the property
 17




---



##### 



SECUREDDEBTOR
    
    PARTY
    
    JURIS
    
    DATE
    
    FILE NO.
    
    COMMENTSSpartech Plastics, 
LLC
    
    Toyota Motor Credit
Corporation
    
    DE SOS
    
    4/1/08
    
    20081138393
    
    Amendment to above filing to restate collateral: One New
2008 Forklift Model # 8FGCU25 Serial # 18324; Five New
2008 Toyota Forklift Model # 8FGCU15 Serial # 12408,
12446, 12411, 12392, 12433. It is the intent of the
parties that the transaction referenced herein
constitutes a true lease. The secured party is the owner
of the property. This filing is made as a precaution
should the transaction be view as other than a true
lease.Spartech Plastics, 
LLC
    
    Toyota Motor Credit
Corporation 
Assignor  Toyota
Material Handling
Midwest, Inc.
    
    DE SOS
    
    6/4/08
    
    20081999901
    
    Six New Toyota Forklifts Model #
8FGCSU20 Serial # 12634, 12651 Model # 8FGCU15 Serial # 12648, 12665 Model # 8FGCU30 Serial # 11896, 11907Spartech FCD, LLC
    
    NMHG Financial
Services, Inc.
    
    DE SOS
    
    4/11/06
    
    61215250
    
    In Lieu of Continuation Filing  migrated filing: Filed
with MD SOS; File No. 0000000181250758; Filed 11/30/05;
Collateral: All of the equipment now or hereafter
leased by Lessor to Lessee; and all accessions,
additions, replacements, and substitutions thereto and
therefore; and all proceeds including insurance proceeds
thereof.Spartech SPD, LLC
    
    Toyota Motor Credit
Corporation
    
    DE SOS
    
    11/11/06
    
    63937570
    
    Specific listing of forklifts and equipment; It is the
intent of the parties that the transaction referenced
therein constitutes a true lease. The party designated
as the secured party is the owner of the property. This
filing is made as a precaution should the transaction be
view as other than a true lease.Spartech SPD, LLC
    
    Toyota Motor Credit
Corporation
    
    DE SOS
    
    11/20/06
    
    64043543
    
    Amendment to above filing to restate collateral.
Specific listing of forklifts and equipment.
 18