Exhibit 10.2


 


EXECUTION COPY


TERMINATION AND
AMENDMENT AGREEMENT


This Termination
and Amendment Agreement (this “Agreement”) is made and entered into as
of August 2, 2006 by and among AEP Industries Inc., a Delaware corporation (the
“Company”), J. Brendan Barba (“Mr. Barba”), Bradley Louis Radoff
(“Mr. Radoff”) and Third Point Partners Qualified L.P., a Delaware
limited partnership, Third Point Partners L.P., a Delaware limited partnership,
Third Point Resources L.P. (formerly Banzai Partners L.P.), a Delaware limited
partnership, Third Point Offshore Fund, Ltd., a Cayman Islands limited
liability exempted company, Third Point Ultra Ltd. (formerly Points West
International Investments Ltd.), a British Virgin Islands limited liability
company, Third Point Resources Ltd. (formerly Banzai Offshore Fund, Ltd.), a
Cayman Islands limited liability exempted company (together with Mr. Radoff, “Sellers”),
and Third Point LLC, a Delaware limited liability company (“Third Point”).


W I T N E S S E T
H


WHEREAS, the
Company, Sellers (other than Mr. Radoff) and Third Point have entered into a
Purchase Agreement (the “Purchase Agreement”), made and entered into as
of August 1, 2006, by and among the Company, AEP Industries Finance Inc. (“Buyer”),
a Delaware corporation and a wholly owned subsidiary of the Company, Sellers
(other than Mr. Radoff), Third Point and Daniel S. Loeb, managing member of
Third Point, pursuant to which Sellers (other than Mr. Radoff) will sell, and Buyer
and the Company will purchase, an aggregate number of shares of common stock,
par value $0.01 per share, of the Company having an aggregate purchase price of
$30,600,000 as determined therein;


WHEREAS, the
Purchase Agreement requires that the Company, Buyer and Sellers (other than Mr.
Radoff) effect the termination of certain governance related rights of Sellers
and Third Point and obligations of the Company and Mr. Barba under Article II
of the Agreement (the “Third Point Agreement”), dated as of February 4,
2005, by and among the Company, Sellers and Mr. Barba; and


WHEREAS, the
Company, Mr. Barba, Sellers and Third Point each desire to effect such
termination in accordance with Section 6.2(a) of the Third Point Agreement.


NOW, THEREFORE, in consideration of the foregoing premises
and the agreements contained herein, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


Section 1.               Termination and Amendment.  The Third Point Agreement is hereby amended
by deleting Article II in its entirety. 
Each of Sellers and Third Point (for itself and each of its Affiliates)
hereby unconditionally, irrevocably and forever (a) waives any and all of its
rights, interests and claims that it ever had, now has or ever may have or
claim to have against Mr. Barba and the Company (including its successors and
assigns and any of its present or former directors, officers, employees or
agents) pursuant to such Article and (b) releases and discharges Mr. Barba and
the Company (including its successors and assigns and any of its present or
former directors, officers, employees or


 















 


agents) from any and all
obligations of any kind or character whatsoever thereunder.  Except as expressly amended hereby, the Third
Point Agreement shall remain in full force and effect.  For the avoidance of doubt, the parties
hereto do not intend that this Agreement should limit or otherwise affect the
registration rights set forth in Article III of the Third Point Agreement in
respect of the Registrable Securities (as defined therein) that are not
Purchased Shares (as defined in the Purchase Agreement), which registration
rights shall remain in effect in accordance with the terms of the Third Point
Agreement.


Section 2.               Governing Law; Submission to
Jurisdiction.  This Agreement shall
be governed by and construed and enforced in accordance with the laws of the
State of Delaware, without giving effect to choice of law principles thereof
that would cause the application of the laws of any other jurisdiction.  Each of the parties irrevocably submits to
the exclusive jurisdiction and service and venue in any federal or state court
sitting in the State of Delaware for the purposes of any action, suit or
proceeding arising out of or with respect to this Agreement.  Each of the parties irrevocably and
unconditionally waives any objections to the laying of venue of any action,
suit or proceeding relating to this Agreement in any federal or state court
sitting in the State of Delaware, and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum.  EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY.


[SIGNATURE PAGES FOLLOW]


 



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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first written above.


 


	
  

  	
  AEP INDUSTRIES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PAUL M.
  FEENEY

  	
   

  
	
   

  	
  Name:

  	
  Paul M. Feeney

  
	
   

  	
  Title:

  	
  Executive Vice President, Finance and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  THIRD POINT LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KEITH
  WALLER

  	
   

  
	
   

  	
  Name:

  	
  Keith Waller

  
	
   

  	
  Title:

  	
  Managing Director Operations

  
	
   

  	
   

  	
  Third Point LLC

  
	
   

  	
   

  
	
   

  	
  THIRD POINT PARTNERS QUALIFIED L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Third Point Advisors LLC, its general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KEITH
  WALLER

  	
   

  
	
   

  	
  Name:

  	
  Keith Waller

  
	
   

  	
  Title:

  	
  Managing Director Operations

  
	
   

  	
   

  	
  Third Point LLC

  
	
   

  	
   

  
	
   

  	
  THIRD POINT PARTNERS L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Third Point Advisors LLC, its general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KEITH
  WALLER

  	
   

  
	
   

  	
  Name:

  	
  Keith Waller

  
	
   

  	
  Title:

  	
  Managing Director Operations

  
	
   

  	
   

  	
  Third Point LLC

  
					



 


 


[Termination and
Amendment Agreement]









 



 


	
  

  	
  THIRD POINT RESOURCES L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Third Point Advisors LLC, its general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KEITH WALLER

  	
   

  
	
   

  	
  Name:

  	
  Keith Waller

  
	
   

  	
  Title:

  	
  Managing Director Operations

  
	
   

  	
   

  	
  Third Point LLC

  
	
   

  	
   

  
	
   

  	
  THIRD POINT OFFSHORE FUND, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KEITH
  WALLER

  	
   

  
	
   

  	
  Name:

  	
  Keith Waller

  
	
   

  	
  Title:

  	
  Managing Director Operations

  
	
   

  	
   

  	
  Third Point LLC

  
	
   

  	
   

  
	
   

  	
  THIRD POINT ULTRA LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KEITH
  WALLER

  	
   

  
	
   

  	
  Name:

  	
  Keith Waller

  
	
   

  	
  Title:

  	
  Managing Director Operations

  
	
   

  	
   

  	
  Third Point LLC

  
	
   

  	
   

  
	
   

  	
  THIRD POINT RESOURCES LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KEITH
  WALLER

  	
   

  
	
   

  	
  Name:

  	
  Keith Waller

  
	
   

  	
  Title:

  	
  Managing Director Operations

  
	
   

  	
   

  	
  Third Point LLC

  
	
   

  	
   

  
	
   

  	
  BRADLEY LOUIS RADOFF

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ BRADLEY
  LOUIS RADOFF

  	
   

  
	
   

  	
  Name:  Bradley
  Louis Radoff

  
						



 


 


[Termination and
Amendment Agreement]









 



 


	
  

  	
  J. BRENDAN BARBA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ J. BRENDAN
  BARBA

  	
   

  
	
   

  	
  Name:  J.
  Brendan Barba

  



 


 


[Termination and Amendment
Agreement]