AMENDED AND RESTATED INTERCREDITOR
AND COLLATERAL AGENCY AGREEMENT
 Agreement PNC BANK, NATIONAL
ASSOCIATION Collateral Agent PNC BANK, NATIONAL
ASSOCIATION,
 Recitals:
 Existing Intercreditor Agreement Borrower
 Bank Credit Agreement Administrative Agent Lenders Bank Notes Bank
Loans Existing Credit Agreement
 Note Agreement Noteholders Senior Notes




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Subsidiary Guarantor Subsidiary Guarantors Lender Guaranty Agreements
 Noteholder Subsidiary Guarantors Noteholder Guaranty Agreements
 Section 5.10 Security Agreement Existing Security Agreement pari passu Section 5.10
 Now, therefore
 SECTION 1. Definitions.
 Section 1.1 Definitions . Section 1.1
 Administrative Agent
 Affiliate Control Controlling Controlled
 2




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Agent-Related Person
 Agreement
 Aggregate Commitments
 Bank Credit Agreement
 Bank Loan Documents
 Bank Loans
 Bank Notes
 Bank Obligations
 Bankruptcy Code
 Bankruptcy Event of Default
 Bankruptcy Proceeding
 3




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Borrower
 Business Day
 Cash Equivalent Investments
 Collateral
 Collateral Agent
 Commitment
 Creditor
 Debtor
 Default
 Equity Interest
 Event of Default
 Existing Credit Agreement
 4




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Existing Intercreditor Agreement
 Existing Security Agreement
 Governmental Authority
 Guarantors
 Guaranty Agreements
 Interest Rate Hedge
 L/C Exposure plus
 L/C Issuer Issuing Lender
 Lender Affiliate
 Lender Exposure
 5




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Lender Guaranty Agreements
 Lender Provided Interest Rate Hedge
 Lender Provided Interest Rate Hedge Obligations
 Lenders
 Letters of Credit
 Letters of Credit Collateral Account Section 5.10
 Lien
 Liquidity Event
 Majority Creditors
 Make-Whole Amount
 6




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Net Proceeds
 Note Agreement
 Noteholder Guaranty Agreements
 Noteholder Subsidiary Guarantors
 Noteholders
 Noteholders Obligations
 Notice of Default Section 5.2
 Notice of Special Default Section
5.11(a)
 Other Lender Provided Financial Service Product
 Other Lender Provided Financial Service Product Obligations
 7




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Person
 Required Holders
 Required Lenders
 Security Agreement
 Security Documents
 Senior Note Documents
 Senior Notes
 Senior Preferential Payment
 Senior Secured Documents
 Senior Secured Obligations
 Sharing Percentage
 8




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Special Collateral Account
 Subsidiary Subsidiary Subsidiaries
 Subsidiary Guarantors
 Voting Equity Interests
 Section 1.2 Other Interpretive Provisions
    9




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Section 1.3 Effectiveness of this Agreement .
 SECTION 2. Relationships Among Secured Parties.
 Section 2.1 Restrictions on Actions .
    provided however provided Section 5.10
 10




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Section 2.2 Representations and Warranties .
   Section 2.3 Cooperation; Accountings .
 Section 2.4 Termination of Bank Credit Agreement or the Note Agreement . provided however
 Section 2.5 Application of Mandatory Prepayments, Proceeds of Disposition of Collateral,
other Property and Insurance Proceeds . Section 5.10
 Section 2.6 Priority of Liens .
 11




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Section 2.7 Prohibition on Contesting Liens .
 Section 2.8 Restrictions on Material Amendments . provided however
      12




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SECTION 3. Appointment and Authorization of Collateral Agent; Appointment of Co-Agents.
 Section 3.1 Appointment and Authorization of Collateral Agent .
 Section 3.1(a)
   Section 3.2 Appointment of Co-Agents .
 Section 3.3 Collateral Agents Fees and Expenses .
 13




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Section 3.4 Indemnification by Borrower .
 SECTION 4. Agency Provisions.
 Section 4.1 Delegation of Duties . Section 3.2 Section 3.2 Section 3.2
 Section 4.2 Exculpatory Provisions .
 Section 4.3 Reliance by Collateral Agent .
 14




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Section 5 Section 5.5 Section 5.3
 Section 4.4 Knowledge or Notice of Default, Event of Default, Bankruptcy Event of Default
or Acceleration .
 Section 4.5 Non-Reliance on Collateral Agent and Other Creditors .
 15




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Section 4.6 INDEMNIFICATION . EACH CREDITOR SHALL INDEMNIFY EACH AGENT-RELATED PERSON
(TO THE EXTENT NOT REIMBURSED BY THE BORROWER AND WITHOUT LIMITING THE OBLIGATION OF THE BORROWER
TO DO SO), RATABLY ACCORDING TO ITS RESPECTIVE SHARE, IF ANY, AS OF THE DATE ON WHICH SUCH ALLEGED
ACTIONS OR OMISSIONS AS DESCRIBED BELOW IN THIS SECTION 4.6 OCCUR OR ARE ALLEGED TO HAVE OCCURRED,
OF THE SUM OF (A) THE AGGREGATE AMOUNT OF LENDER EXPOSURE AND (B) THE AGGREGATE PRINCIPAL AMOUNT
OF INDEBTEDNESS EVIDENCED BY THE SENIOR NOTES, FROM AND AGAINST ANY AND ALL LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR
DISBURSEMENTS OF ANY KIND WHATSOEVER WHICH MAY AT ANY TIME (INCLUDING, WITHOUT LIMITATION, AT ANY
TIME FOLLOWING AN EVENT OF DEFAULT OR THE PAYMENT OF THE SENIOR SECURED OBLIGATIONS) BE IMPOSED ON,
INCURRED BY OR ASSERTED AGAINST ANY AGENT-RELATED PERSON ARISING OUT OF ACTIONS OR OMISSIONS OF ANY
AGENT-RELATED PERSON SPECIFICALLY REQUIRED OR PERMITTED BY THIS AGREEMENT OR BY THE EXERCISE OF
REMEDIES PURSUANT TO WRITTEN INSTRUCTIONS OF THE MAJORITY CREDITORS PURSUANT TO SECTION 5.3 HEREOF (INCLUDING WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE,
CONTRIBUTORY OR SOLE NEGLIGENCE OF ANY AGENT-RELATED PERSON); PROVIDED THAT NO CREDITOR SHALL BE
LIABLE FOR THE PAYMENT OF ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING SOLELY FROM ANY AGENT-RELATED
PERSONS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE AGREEMENTS IN THIS SECTION 4.6 SHALL
SURVIVE THE PAYMENT OF THE SENIOR SECURED OBLIGATIONS.
 Section 4.7 Collateral Agent in Its Individual Capacity .
 Section 4.8 Successor Collateral Agent .
  16




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Section 4
 provided however Section 4.8(b) Section 4.8(b) Section 4.8(b) Section 4.8(b)
 Section 4.8(a) provided however Section 4.8(b)
  17




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Section 4.9 Determination of Amounts of Senior Secured Obligations .
 SECTION 5. Actions by the Collateral Agent.
 Section 5.1 Duties and Obligations .
 Section 5.2 Notification of Default or Acceleration . Section 4.4 Section 4.4 Section 7.9 Notice of
Default Section 5.4
 Section 5.3 Actions of Collateral Agent; Exercise of Remedies .
 18




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Section 5.8
 Section 5.4 Instructions from Creditors .
 Section 5.5 Protective Advances .
 Section 5.6 Changes to Security Documents . provided Majority Creditors
  Section 5.7 Release of Collateral . Section 5.6
 19




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Section 5.8 Other Actions . Section 5.3
 Section 5.9 Cooperation .
 Section 5.10 Distribution of Proceeds . Section 5.11 first second third fourth fifth
 20




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sixth second seventh
 Section 5.10 Letters of Credit Collateral Account Section 5.10 Section 5.10
 Section 5.11 Senior Preferential Payments and Special Collateral Account .
 Notice of Special
Default
   21




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Section 5.10
 Section 5.12 Authorized Investments . Section 5.10 Section 5.11 Section 5.12 provided however Section 5.12
 Section 5.13 Restoration of Obligations . Section 5.10 Section 5.13
 Section 5.14 Bankruptcy Preferences . Section 5.11 Section 5.11(c)
 22




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SECTION 6. Bankruptcy Proceedings.
  provided
  Section 5.10
  SECTION 7. Miscellaneous.
 Section 7.1 Creditors; Other Collateral .
 23




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Section 7.2 Marshalling .
 Section 7.3 Consents, Amendments, Waivers . provided however Sections 2.1 2.5 4.6 4.8 5.3 5.6 5.7 5.10 5.11 6 Section
7.3 Collateral Majority Creditors Senior
Preferential Payment Bankruptcy Event of Default Lender Exposure
 Section 7.4 Governing Law: Jurisdiction, etc .
 GOVERNING LAW
 SUBMISSION TO JURISDICTION
 24




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WAIVER OF VENUE
 SERVICE OF PROCESS
 Section 7.5 Waiver of Jury Trial .
 Section 7.6 Parties in Interest .
 provided
 25




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##### 



Section 7.6(a)
 Section 7.7 Counterparts .
 Section 7.8 Termination .
 Section 7.9 Notices .
 If to the Collateral Agent, at:
    
    PNC Bank, National Association120 S. Central Avenue, Clayton, MO 63105Attention: Thomas ShermanTelephone: 314-898-1205Telecopy: 314-898-1401with a copy to:
    
    PNC Bank, National Association
Mail Stop: P7   PFSC-04-1
500 First Avenue
Pittsburgh, PA 15219Phone: 412-762-6442Facsimile: 412-762-8672Attn.: Agency ServicesIf to any Creditor, at:
    
    Such address as set forth on Exhibit A hereto
 provided
 26




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27




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In witness whereof
 PNC BANK, NATIONAL ASSOCIATION, as Collateral AgentBy:Name:Title:




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PNC BANK, NATIONAL ASSOCIATION, as Administrative
Agent on behalf of the LendersBy:Name:Title:




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PNC BANK, NATIONAL ASSOCIATION, as the L/C IssuerBy:Name:Title:




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METROPOLITAN LIFE INSURANCE COMPANY
METLIFE INSURANCE COMPANY OF CONNECTICUTBY:
    METROPOLITAN LIFE INSURANCE COMPANY,ITS INVESTMENT MANAGERBy:Name:Title: TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICABy:Name:Title: AXA EQUITABLE LIFE INSURANCE COMPANYBy:Name:Title: MONY LIFE INSURANCE COMPANYBy:Name:Title:




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THE VARIABLE ANNUITY LIFE INSURANCE COMPANYBy:
    AIG Global Investment Corp., investment adviserBy:Name:Title: THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICABy:Name:Title: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANYBy:
    Babson Capital Management LLCas Investment AdviserBy:Name:Title: C.M. LIFE INSURANCE COMPANYBy:
    Babson Capital Management LLCas Investment Sub-AdviserBy:Name:Title: PRIMERICA LIFE INSURANCE COMPANYBy:
    Conning Asset Management  Company,as Investment ManagerBy:Name:
    John H. DeMallieTitle:
    Director




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##### 



pari passu
 SPARTECH CORPORATIONBy:Name:Title:




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##### 



[SIGNATURE PAGE TO AMENDED AND RESTATED INTERCREDITOR
AND COLLATERAL AGENCY 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, its sole member
CREATIVE FORMING, INC.
PEPAC HOLDINGS, INC.
SPARTECH RESEARCH AND      DEVELOPMENT, LLC
By: Spartech Corporation, its sole memberBy:Randy C. MartinVice President for all of the above