Exhibit10.11
  Intercreditor and Collateral Agency Agreement
   Bank of America, N.A.,
  Bank of America, N.A.,




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Table of Contents
 Section
    
    
    Heading
    
    PageSECTION 1.
    
    Definitions
    
    
    3Section 1.1.
    
    Definitions
    
    
    3Section 1.2.
    
    Other Interpretive Provisions
    
    
    11Section 1.3.
    
    Effectiveness of this Agreement
    
    
    12SECTION 2.
    
    Relationships Among Secured Parties
    
    
    12Section 2.1.
    
    Restrictions on Actions
    
    
    12Section 2.2.
    
    Representations and Warranties
    
    
    13Section 2.3.
    
    Cooperation; Accountings
    
    
    13Section 2.4.
    
    Termination of Bank Credit Agreement, the Term
Loan Agreement or the
Note Agreements
    
    
    13Section 2.5.
    
    Application of Mandatory Prepayments, Proceeds of
Disposition of Collateral, other Property and Insurance
Proceeds
    
    
    13Section 2.6.
    
    Priority of Liens
    
    
    13Section 2.7.
    
    Prohibition on Contesting Liens
    
    
    14Section 2.8.
    
    Restrictions on Material Amendments
    
    
    14SECTION 3.
    
    Appointment and Authorization of Collateral Agent;
Appointment of Co-Agents
    
    
    15Section 3.1.
    
    Appointment and Authorization of Collateral Agent
    
    
    15Section 3.2.
    
    Appointment of Co-Agents
    
    
    15Section 3.3.
    
    Collateral Agents Fees and Expenses
    
    
    15Section 3.4.
    
    Indemnification by Borrower
    
    
    16SECTION 4.
    
    Agency Provisions
    
    
    16Section 4.1.
    
    Delegation of Duties
    
    
    16Section 4.2.
    
    Exculpatory Provisions
    
    
    16Section 4.3.
    
    Reliance by Collateral Agent
    
    
    16Section 4.4.
    
    Knowledge or Notice of Default, Event of Default,
Bankruptcy Event of
Default or Acceleration
    
    
    17Section 4.5.
    
    Non-Reliance on Collateral Agent and Other Creditors
    
    
    17Section 4.6.
    
    INDEMNIFICATION
    
    
    18Section 4.7.
    
    Collateral Agent in Its Individual Capacity
    
    
    18Section 4.8.
    
    Successor Collateral Agent
    
    
    19Section 4.9.
    
    Determination of Amounts of Senior Secured Obligations
    
    
    20SECTION 5.
    
    Actions by the Collateral Agent
    
    
    20Section 5.1.
    
    Duties and Obligations
    
    
    20Section 5.2.
    
    Notification of Default or Acceleration
    
    
    20Section 5.3.
    
    Actions of Collateral Agent; Exercise of Remedies
    
    
    21Section 5.4.
    
    Instructions from Creditors
    
    
    21Section 5.5.
    
    Protective Advances
    
    
    21Section 5.6.
    
    Changes to Security Documents
    
    
    21
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Section
    
    
    Heading
    
    PageSection 5.7.
    
    Release of Collateral
    
    
    22Section 5.8.
    
    Other Actions
    
    
    22Section 5.9.
    
    Cooperation
    
    
    22Section 5.10.
    
    Distribution of Proceeds
    
    
    22Section 5.11.
    
    Senior Preferential Payments and Special Collateral Account
    
    
    24Section 5.12.
    
    Authorized Investments
    
    
    24Section 5.13.
    
    Restoration of Obligations
    
    
    24Section 5.14.
    
    Bankruptcy Preferences
    
    
    25SECTION 6.
    
    Bankruptcy Proceedings
    
    
    25SECTION 7.
    
    Miscellaneous
    
    
    26Section 7.1.
    
    Creditors; Other Collateral
    
    
    26Section 7.2.
    
    Marshalling
    
    
    26Section 7.3.
    
    Consents, Amendments, Waivers
    
    
    27Section 7.4.
    
    Governing Law: Jurisdiction, etc.
    
    
    27Section 7.5.
    
    Waiver of Jury Trial
    
    
    28Section 7.6.
    
    Parties in Interest
    
    
    28Section 7.7.
    
    Counterparts
    
    
    29Section 7.8.
    
    Termination
    
    
    29Section 7.9.
    
    Notices
    
    
    29
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Attachments to Intercreditor and Collateral agency agreement:
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Intercreditor and Collateral Agency Agreement
 Intercreditor and Collateral Agency Agreement Agreement Bank of America, N.A. Collateral Agent Bank of America,
 Recitals
 Borrower Bank
Credit Agreement Administrative
Agent Lenders Bank Notes Bank Loans
 2004 Note
Agreement 2004 Noteholders 2006 Note Agreement Note
Agreements 2006 Noteholders Noteholders 2004 Senior Notes 2006 Senior Notes Senior Notes
 Term Loan Agreement Term Loan
Lender  Term Loan




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Term Loan Note
 Subsidiary Guarantor Subsidiary Guarantors Lender Guaranty Agreements
 Noteholder Subsidiary Guarantors Noteholder Guaranty Agreements
 Term Loan Guarantors Term Loan Guaranty Agreement
 Third Amendment to Credit Agreement Amendment to 2004 Note Agreement Amendment to 2006 Note Agreement Amendments to Note Agreements Third Amendment to Term Loan Agreement
 Section 5.10 Security Agreement
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pari passu Section 5.10
 Now, therefore
 Definitions.
 Definitions . Section 1.1
 2004 Required Holders
 2004 Senior Notes
 2006 Required Holders
 2006 Senior Notes
 Actual Outstanding Percentage
 Administrative Agent
 Affiliate Control Controlling Controlled
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Agent-Related Person
 Agreement
 Aggregate Commitments
 Bank Credit Agreement
 Bank Loan Documents
 Bank Loans
 Bank Notes
 Bank Obligations
 Bankruptcy Event of Default
 Bankruptcy Proceeding
 Borrower
 Business Day
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Cash Equivalent Investments
 Cash Management Document
 Cash Management Obligations
 Collateral
 Collateral Agent
 Commitment
 Creditor
 Debtor
 Default
 EMU Legislation
 Equity Interest
 - 5 -




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Euro 
 Event of Default
 Governmental Authority
 Guarantors
 Guaranty Agreements
 L/C Exposure
 L/C Issuer L/C Issuer
 Lender Affiliate
 Lender Exposure
 Lender Guaranty Agreements
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Lender Sharing Exposure
 Lender Swap Contract
 Lenders
 Letters of Credit
 Letters of Credit Collateral Account Section 5.10
 Lien
 Liquidity Event
 Majority Creditors
 Make-Whole Amount
 Net Proceeds
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Note Agreements
 Noteholder Guaranty Agreements
 Noteholder Subsidiary Guarantors
 Noteholders
 Noteholders Obligations
 Notice of Default Section 5.2
 Notice of Special Default Section 5.11(a)
 Outstanding Threshold Amount
 Parity Sharing Percentage
 Person
 Required Bank Lenders
 Required Noteholders
 Required Lenders
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Security Agreement
 Security Documents
 Senior Note Documents
 Senior Notes
 Senior Preferential Payment Section 5.11(c)
 Senior Secured Documents
 Senior Secured Obligations
 Sharing Percentage
 Special Collateral Account
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Subsidiary Subsidiary Subsidiaries
 Subsidiary Guarantors
 Superpriority Amount
 Swap Contract Master Agreement
 Swap Obligations
 Term Loan Agreement
 Term Loan Documents
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Term Loan Guarantors
 Term Loan Guaranty Agreement
 Term Loan Lender
 Term Loan Note
 Term Loan Obligations
 Voting Equity Interests
 Other Interpretive Provisions
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Effectiveness of this Agreement
 Relationships Among Secured Parties.
 Restrictions on Actions
    provided however provided Section 5.10
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Representations and Warranties
   Cooperation; Accountings .
 Termination of Bank Credit Agreement, the Term Loan Agreement or the Note
Agreements . provided however
 Application of Mandatory Prepayments, Proceeds of Disposition of Collateral,
other Property and Insurance Proceeds Section 5.10
 Priority of Liens
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Prohibition on Contesting Liens
 Restrictions on Material Amendments provided however
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Appointment and Authorization of Collateral Agent; Appointment of Co-Agents.
 Appointment and Authorization of Collateral Agent
 Section 3.1(a)
   Appointment of Co-Agents
 Collateral Agents Fees and Expenses
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Indemnification by Borrower.
 Agency Provisions.
 Delegation of Duties Section 3.2 Section 3.2 Section 3.2
 Exculpatory Provisions
 Reliance by Collateral Agent
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Section 5 Section 5.5 Section 5.3
 Knowledge or Notice of Default, Event of Default, Bankruptcy Event of Default
or Acceleration
 Non-Reliance on Collateral Agent and Other Creditors
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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, (B) THE AGGREGATE PRINCIPAL AMOUNT OF
THE TERM LOAN, AND (C) 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.
 Collateral Agent in Its Individual Capacity
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Successor Collateral Agent
 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)
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Determination of Amounts of Senior Secured Obligations
 Actions by the Collateral Agent.
 Duties and Obligations
 Notification of Default or Acceleration Section 4.4
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Section 4.4 Section 7.9 Notice of
Default Section 5.4
 Actions of Collateral Agent; Exercise of Remedies Section 5.8
 Instructions from Creditors
 Protective Advances
 Changes to Security Documents provided Majority Creditors
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Release of Collateral Section 5.6
 Other Actions Section 5.3
 Cooperation
 Distribution of Proceeds Section 5.11 first
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second third fourth fifth sixth seventh eighth second ninth
 Section 5.10 Letters of Credit Collateral Account
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Section 5.10 Section 5.10
 Senior Preferential Payments and Special Collateral Account
 Notice of
Special Default
  Section 5.10
 Authorized Investments Section 5.10 Section 5.11 Section 5.12 provided however Section 5.12
 Restoration of Obligations
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Section 5.10 Section 5.13
 Bankruptcy Preferences Section 5.11 Section 5.11(c)
 Bankruptcy Proceedings.
  provided
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Section 5.10
  Miscellaneous.
 Creditors; Other Collateral
 Marshalling
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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 Lender Sharing Exposure Superpriority Amount provided Outstanding Threshold Amount provided Section 7.3
 Governing Law: Jurisdiction, etc
 GOVERNING LAW
 SUBMISSION TO JURISDICTION
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WAIVER OF VENUE
 SERVICE OF PROCESS
 Waiver of Jury Trial
 Parties in Interest
 provided
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Section 7.6(a)
 Counterparts
 Termination
 Notices
 If to the Collateral Agent, at:
    
    Bank of America, N.A., as Collateral AgentMail Code: TX1-492-14-11901 Main StreetDallas, TX 75202Phone: (214) 209-1162Facsimile: (877) 511-6124Attn.: Ronaldo Navalwith a copy to:
    
    Bank of America, N.A.,as Collateral AgentMail Code TX1-492-14-06901 Main StreetDallas, Texas 75202Phone: (214) 209-9256Facsimile: (214) 290-9459Attn.: Ida JonesIf to any Creditor, at:
    
    Such address as set forth on Exhibit A hereto
 provided
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In witness whereof
 BANK OF AMERICA, N.A., as Collateral AgentBy:Name: Ronaldo NavalTitle: Vice President




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BANK OF AMERICA, N.A., as Administrative Agent on
behalf of the LendersBy:Name:Title:




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BANK OF AMERICA, N.A., as the L/C IssuerBy:Name:Title:




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CALYON NEW YORK BRANCH, as the Term Loan LenderBy:Name:Title:




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[NEED NOTEHOLDER SIGNATURE PAGES]




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pari passu
 SPARTECH CORPORATIONBy: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 CORPORATION
X-CORE, LLCBy:
    
    Spartech Industries, Inc.,its sole member
 PEPAC HOLDINGS, INC.By:Randy C. MartinVice President for all of the above




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EXHIBIT A
 Addresses of Creditors