Exhibit 10.3


AMENDMENT
NO. 8 TO

LOAN AND SECURITY AGREEMENT


AMENDMENT NO. 8 TO LOAN AND SECURITY AGREEMENT (“Amendment
No. 8”) dated July 31, 2006, by and among AEP Industries Inc. (“Borrower”), the
parties from time to time to the Loan Agreement (as hereinafter defined) as
lenders (each individually, a “Lender” and collectively, “Lenders”) and
Wachovia Bank, National Association, successor by merger to Congress Financial
Corporation, in its capacity as agent for Lenders (in such capacity, “Agent”).


W I  T  N  E  S  S
E  T  H


WHEREAS, Agent, Lenders and Borrower have entered into
financing arrangements pursuant to which Agent and Lenders have made and may
make loans and advances and provide other financial accommodations to Borrower
as set forth in the Loan and Security Agreement, dated November 20, 2001, by
and among Agent, Lenders and Borrower, as amended by Amendment No. 1 to Loan
and Security Agreement dated December 9, 2001, Amendment No. 2 to Loan and
Security Agreement dated July 10, 2002, Amendment No. 3 to Loan and Security
Agreement dated October 16, 2002, Amendment No. 4 to Loan and Security
Agreement dated February 3, 2005, Consent and Amendment No. 5 to Loan and
Security Agreement dated as of February 25, 2005, Amendment No. 6 to Loan and
Security Agreement dated May 12, 2005 and Amendment No. 7 to Loan and Security
Agreement dated October 28, 2005 (as amended hereby and as the same may
hereafter be further amended, modified, supplemented, extended, renewed,
restated or replaced, the “Loan Agreement”) and the agreements, documents and
instruments at any time executed and/or delivered in connection therewith or
related thereto (collectively, together with the Loan Agreement, the “Financing
Agreements”); and


WHEREAS, Borrower has requested that Agent and Lenders
agree to make certain amendments to the Loan Agreement in connection with the
proposed purchase by Borrower or its subsidiaries of certain shares of
Borrower;


NOW, THEREFORE, in consideration of the mutual
conditions and agreements and covenants set forth herein, and for other good
and valuable consideration, the adequacy and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


1.     Definitions.


(a)   Additional
Definitions.  As used herein, each of
the following terms shall have the meaning given to it below and the Loan
Agreement shall be deemed and is hereby amended to include, in addition and not
in limitation, the following definitions:


“Amendment No. 8” shall
mean Amendment No. 8 to Loan and Security Agreement by and among Agent, Lenders
and Borrower as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced.















 


“Finance Co.” shall mean
AEP Industries Finance Inc., a Delaware corporation and newly-formed,
wholly-owned Subsidiary of Borrower.


“Finance Co. Investment”
shall mean any loan or advance to, or other investment in (by capital
contribution, dividend or otherwise), Finance Co. by Borrower, provided,
that, as to any such loan, advance or other investment, each of the
following conditions is satisfied: 
(i)  as of the date of any such
loan, advance or other investment and after giving effect thereto, no Default
or Event of Default shall exist or have occurred, (ii)  as of the date of any such loan, advance or
other investment, and after giving effect thereto, if there are any Loans or
Letter of Credit Accommodations outstanding as of such date and after giving effect
to any such loan, advance or investment, (A) as of the date of any such
payment, and after giving effect thereto, Excess Availability shall be not less
than $20,000,000 and (B) as of the date of any such payment and after giving
effect thereto, the aggregate amount of all payments in respect of Permitted
Transactions shall not exceed $75,000,000 in the fiscal year of Borrower ending
October 31, 2006 or $50,000,000 in any fiscal year thereafter, and (iii) all of
the proceeds of any such loan, advance or other investment shall be used by
Finance Co. to make a substantially contemporaneous payment to redeem, retire,
defease, purchase or otherwise acquire any shares of any class of Capital Stock
of Borrower permitted under Section 9.11(c) hereof.


(b)   Amendment
to Definition.  The term “Permitted
Transactions” in Section 1.80 of the Loan Agreement is hereby amended to delete
the reference to “Senior Subordinated Notes” in Section 1.80(b) thereof and
replace it with the following:  “New
Senior Notes”. The term “Permitted Transactions” in Section 1.80 is also hereby
amended by adding the following new Sections 1.80(e) and 1.80(f) at the
end  thereof:


“(e) any payment
by any Subsidiary of Borrower in respect of the repurchase or redemption of the
Capital Stock of Borrower; and


(f) any Finance
Co. Investment (without duplication of any amounts paid to redeem, retire,
defease, purchase or otherwise acquire any shares of any class of Capital Stock
of Borrower permitted under Section 9.11(c) using the proceeds of such Finance
Co. Investment that constitutes a Permitted Transaction).”


(c)   Interpretation.  For purposes of this Amendment No. 8, all
terms used herein, including but not limited to, those terms used and/or
defined herein or in the recitals hereto shall have the respective meanings
assigned thereto in the Loan Agreement as amended by this Amendment No. 8.


2.     Amendments to Loan Agreement.


(a)   Use
of Proceeds.  Section 6.7 of the Loan
Agreement is hereby amended by deleting the last sentence thereof in its
entirety and replacing it with the following:


“None of the
proceeds will be used, directly or indirectly, for the purpose of purchasing or
carrying any margin security or for the purposes of reducing or retiring any
indebtedness which was originally incurred to purchase or carry any margin
security or for any other purpose which might cause any of the Loans to be
considered a “purpose credit” within the meaning of Regulation U of the Board
of Governors of the Federal Reserve System, as amended, in violation of such
Regulation U.”



 2
 






 



(b)   Sale
of Assets, Consolidation, Mergers, Dissolution, etc.  Section 9.7(b) of the Loan Agreement is
hereby amended by adding the following new Section 9.7(b)(ix) at the end  thereof:


“(ix) the issuance
and sale by any Subsidiary of Borrower of its Capital Stock to Borrower or any
Subsidiary of Borrower in a transaction not otherwise prohibited by this
Agreement; or”


(c)    Encumbrances.  Notwithstanding anything to the contrary
contained in Section 9.8 of the Loan Agreement, the terms thereof shall not
apply to the right of any Subsidiary of Borrower to create, incur, assume or
suffer to exist any security interest, mortgage, pledge, lien, charge or other
encumbrance with respect to Capital Stock of Borrower owned by such Subsidiary.


(d)   Indebtedness.  Section 9.9 of the Loan Agreement is hereby
amended by adding the following new Section 9.9(p) at the end thereof:


“(p) to the extent not otherwise permitted by Section
9.9 hereof, any Indebtedness of a Subsidiary of Borrower to Borrower arising
pursuant to loans or advances by Borrower to such Subsidiary permitted under
Sections 9.10(g), 9.10(h), 9.10(j) or 9.10(l) hereof”.


(e)   Loans,
Investments, Etc.


(i)        Notwithstanding
anything to the contrary contained in Section 9.10(g) of the Loan Agreement,
Section 9.10(g) shall not apply to any Finance Co. Investment.


(ii)       Section
9.10 of the Loan Agreement is hereby amended by adding the following new
Section 9.10(l) at the end thereof:


“(l) any
Finance Co. Investment.”


(f)    Dividends
and Redemptions.


(i)        Section
9.11(b) of the Loan Agreement is hereby deleted in its entirety and replaced
with the following:


“(b)    any Subsidiary of Borrower may make payments
to Borrower in respect of: (i)  dividends
(including dividends made in shares of Capital Stock) or (ii) the redemption or
repurchase of any of the Capital Stock of such Subsidiary;”


(ii)       Section
9.11(c) of the Loan Agreement is hereby deleted in its entirety and replaced
with the following:


“(c)     Borrower may pay dividends or Borrower or
any Subsidiary of Borrower may redeem or repurchase any of the Capital Stock of
Borrower, provided, that, as to any payment of such dividend or for such
redemption or repurchase each of the following conditions is satisfied:



 3
 






 



(i)  such payment shall be made with funds legally
available therefor,


(ii) such dividend
or redemption or repurchase shall not violate any law or regulation or the
terms of any indenture, agreement or undertaking to which Borrower or such
Subsidiary is a party or by which Borrower or such Subsidiary or either of
their properties are bound,


(iii)  as of the date of the payment of such
dividend or redemption or repurchase and after giving effect thereto, no
Default or Event of Default shall exist or have occurred,


(iv)  as of the date of any payment in respect of
such dividend or redemption or repurchase and after giving effect thereto, if
there are any Loans or Letter of Credit Accommodations outstanding as of such
date after giving effect to any such payment, (A) as of the date of any such
payment, and after giving effect thereto, Excess Availability shall be not less
than $20,000,000 and (B) as of the date of any such payment and after giving
effect thereto, the aggregate amount of all payments in respect of Permitted
Transactions shall not exceed $75,000,000 in the fiscal year of Borrower ending
October 31, 2006 or $50,000,000 in any fiscal year thereafter,”


(g)   Transactions
with Affiliates.  Section 9.12(a) of
the Loan Agreement is hereby deleted in its entirety and replaced with the
following:


“(a)  purchase, acquire or lease any property from,
or sell, transfer or lease any property to, any officer, director or other
Affiliate of Borrower, except (i) in the ordinary course of and pursuant to the
reasonable requirements of Borrower’s business (as the case may be) and upon
fair and reasonable terms no less favorable to Borrower than Borrower  would obtain in a comparable arm’s length
transaction with an unaffiliated person; or (ii) to the extent not otherwise
permitted by clause (i) hereof, the purchase or other acquisition by Borrower
or Finance Co. from Third Point Partners Qualified L.P., Third Point Partners
L.P., Third Point Offshore Fund, Ltd., Third Point Ultra Ltd., Third Point
Resources L.P., and Third Point Resources Ltd. of Capital Stock of Borrower in
an aggregate amount not to exceed the aggregate amount permitted for
redemptions, retirements, purchases or other acquisitions of such Capital Stock
under Section 9.11(c) hereof, upon fair and reasonable terms no less favorable
to Borrower than Borrower would obtain in a comparable arm’s length transaction
with an unaffiliated person; or”


(h)   Permitted
Transactions.


(i)           Sections
9.9(e)(v)(B)(2) and 9.9(o)(vi)(B)(2) of the Loan Agreement are each hereby
deleted in their entirety and replaced with the following:  “as of the date of any such payment and after
giving effect thereto, the aggregate amount of all payments in respect of
Permitted Transactions shall not exceed $75,000,000 in the fiscal year of
Borrower ending October 31, 2006 or $50,000,000 in any fiscal year
thereafter,”.


(ii)          Section
9.9(o)(vi)(B)(3) of the Loan Agreement is hereby amended to delete the words
“at any time the aggregate amount of all such payments together with the
aggregate amount of all payments in respect of Permitted Transactions exceed
$50,000,000 in any fiscal year” in such section and replace them with the
following:  “at any time the aggregate
amount of all such payments together with the aggregate amount of all payments
in respect of Permitted Transactions exceed $75,000,000 in the fiscal year of
Borrower ending October 31, 2006 or $50,000,000 in any fiscal year
thereafter,”.


3.     Consent.  Agent and Lenders hereby consent and agree
that, notwithstanding anything to the contrary in Section 5 of the Loan
Agreement or otherwise, neither Agent nor any of the Lenders shall be entitled
to (i) a pledge of, or a security interest or other lien in, the Capital Stock
of Finance Co. or any assets of Finance Co. or (ii) a guaranty by Finance Co.
of any of the Obligations.


4.     Representations and Warranties.  Borrower represents and warrants with and to
Agent and Lenders as follows, which representations and warranties shall
survive the execution and delivery hereof, the truth and accuracy of, or
compliance with each, together with the



 4
 






 



representations,
warranties and covenants in the other Financing Agreements, being a continuing
condition of the making of any Loans by Agent (or Agent on behalf of Lenders)
to Borrower:


(a)   As
of the date hereof and after giving effect to the consents provided for herein,
no Default or Event of Default exists or has occurred and is continuing.


(b)   This
Amendment No. 8 and each other agreement or instrument to be executed and
delivered by Borrower in connection herewith have been duly authorized,
executed and delivered by all necessary action on the part of Borrower and the
agreements and obligations of Borrower contained herein constitute legal, valid
and binding obligations of Borrower enforceable against Borrower in accordance
with their respective terms.


5.     Conditions Precedent.  The effectiveness of the consents contained
herein shall only be effective upon the satisfaction of each of the following
conditions precedent in a manner satisfactory to Agent:


(a)   Agent
shall have received an executed original or executed original counterparts of
this Amendment No. 8 (as the case may be), duly authorized, executed and
delivered by Borrower;


(b)   Agent
shall have received such approvals of the Lenders to the terms of this
Amendment No. 8 as may be required in the determination of Agent under the
terms of the Loan Agreement; and


(c)   Agent
shall have received a true and correct copy of any consent, waiver or approval
to or of this Amendment No. 8 which Borrower is required to obtain from any
other Person, and such consent, waiver or approval shall be in form and
substance satisfactory to Agent.


6.     Provisions of General Application.


(a)   Effect
of this Amendment.  Except as
modified pursuant hereto, no other changes or modifications to the Financing
Agreements are intended or implied and in all other respects the Financing
Agreements are hereby specifically ratified, restated and confirmed by all
parties hereto as of the effective date hereof. 
To the extent of conflict between the terms of this Amendment No. 8 and
the other Financing Agreements, the terms of this Amendment No. 8 shall
control.  The Loan Agreement and this
Amendment No. 8 shall be read and construed as one agreement.


(b)   Further
Assurances.  Each party hereto agrees
that, if reasonably requested by any other party hereto, it will enter into
such additional documents and take such additional actions as may be necessary
to effectuate the purposes of this Amendment No. 8.


(c)   Governing
Law.  The rights and obligations hereunder
of each of the parties hereto shall be governed by and interpreted and
determined in accordance with the laws of the State of New York, but excluding
any principles of conflicts of law or other rule of law that would result in
the application of the law of any jurisdiction other than the laws of the State
of New York.



 5
 






 



(d)   Binding
Effect.  This Amendment No. 8 shall
be binding upon and inure to the benefit of each of the parties hereto and
their respective successors and assigns.


(e)   Counterparts.  This Amendment No. 8 may be executed in any
number of counterparts, but all of such counterparts shall together constitute
but one and the same agreement.  In
making proof of this Amendment No. 8, it shall not be necessary to produce or
account for more than one counterpart thereof signed by each of the parties
hereto.  Delivery of an executed
counterpart of this Amendments No. 8 by telefacsimile shall have the same force
and effect as delivery of an original manually executed counterpart of this
Amendment No. 8.  Any party delivering
any executed counterpart of this Amendment No. 8 by telefacsimile shall also
deliver an original manually executed counterpart, but the failure to do so
shall not affect the validity, enforceability and binding effect of this Amendment
No. 8 as to such party or any other party.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



 6














 


IN WITNESS WHEREOF, the parties hereto
have caused this Amendment No. 8 to be duly executed and delivered by their
authorized officers as of the date and year first above written.


	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  successor by merger to Congress Financial
  Corporation,

  
	
   

  	
   as Agent and
  as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Grabosky

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AEP INDUSTRIES INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James B. Rafferty

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  	
   

  
					



 









 



 


	
  

  	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca A. Ford

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Duly Authorized Signatory