SPARTECH CORPORATION
 SECOND AMENDMENT TO AMENDED AND
RESTATED NOTE PURCHASE AGREEMENT
  Annex 1
  Company
 1. PRELIMINARY STATEMENTS.
 1.1. Note Issuances, etc.
 Existing Note Purchase Agreement Note Purchase
Agreement per annum Notes Annex 1 Noteholders Second Amendment
Agreement
 1.2. Refinancing Transactions.
 New Credit Agreement inter alia Refinancing Transactions
 2. DEFINED TERMS.




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3. AMENDMENTS TO THE EXISTING NOTE PURCHASE AGREEMENT.
 Exhibit A Amendments
 4. SUBSIDIARY GUARANTORS
 4.1 Release of Inactive Subsidiaries.
 Inactive Subsidiaries
 Release
 4.2 Joinder of Spartech Research and Development, LLC.
  5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
  5.1. Reaffirmation of Representations and Warranties.
  5.2. Organization, Power and Authority, etc.
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5.3. Legal Validity.
   5.4. No Defaults.
  5.5. Disclosure.
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6. EFFECTIVENESS OF RELEASE AND AMENDMENTS.
 Effective Date
 6.1. Execution and Delivery of this Second Amendment Agreement.
  6.2. Representations and Warranties True.
  6.3. Authorization.
  6.4. Opinion of Company Counsel.
  6.5. Secretarys Certificate.
  6.6. Waiver Regarding Amended and Restated 2006 NPA and Amended and Restated Intercreditor
and Collateral Agency Agreement.
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6.7. New Credit Agreement; Use of Proceeds.
  6.8. Special Counsel Fees.
  6.9. Joinder of Spartech Research and Development, LLC.
  6.10. Proceedings Satisfactory.
  7. EXPENSES.
  8. MISCELLANEOUS.
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8.1. Part of Note Purchase Agreement; Future References, etc.
  8.2. Counterparts, Facsimiles .
  8.3. Governing Law .
  [Remainder of page intentionally left blank. Next page is signature page.]
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SPARTECH CORPORATIONBy:Name:Title:




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GUARANTOR ACKNOWLEDGEMENT
 Second 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 Corporation, 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




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CREATIVE FORMING, INC.
PEPAC HOLDINGS, INC.
SPARTECH RESEARCH AND DEVELOPMENT, LLC
By: Spartech Corporation, its sole memberBy:Name:Title:




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Annex 1
 Noteholders




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EXHIBIT A
 AMENDMENTS
 Section 3.5  Other Agreements.
 3.5. [Reserved].
 Section 5.1  Financial and Business Information.
 Forecasts
 Section 7.9  Total Outstandings under Credit Facility Documents.
 7.9. Outstandings under Credit Facility Documents.
  Section 8.1  Liens.
  Section 8.7  Fixed Charge Coverage Ratio.
 8.7. Fixed Charge Coverage Ratio.
  Section 8.8  Leverage Ratio.
 8.8. Leverage Ratio.




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Section 8.13  Restricted Payments.
 8.13 Restricted Payments.
 provided
 Section 8.18 Capital Expenditures.
 8.18 Capital Expenditures.
  Section 8.21  Amended and Restated 2006 NPA.
 Section 9(c)  EVENTS OF DEFAULT.
 Schedule B  Additions.
 Pro Forma Basis




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Specified Event
 Schedule B  Amendments.
 Amended and Restated 2006 NPA
 Credit Agreement
 Fixed Charge Coverage Ratio
 Leverage Ratio provided however




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Permitted Acquisitions