Exhibit D
Alamo Group Inc.
000 X. Xxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
February 23, 1999
WEC Company
c/o Madison Dearborn Partners, Inc.
Three First Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Gentleman:
Reference is made to that certain Amended and Restated Agreement and Plan
of Merger dated as of September 4, 1998 by and among Alamo Group Inc., a
Delaware corporation ("Alamo"), WEC Company, a Delaware corporation ("WEC") and
AGI Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
WEC ("AGI") (the "Merger Agreement"). Alamo, WEC and AGI hereby terminate the
Merger Agreement pursuant to, and in accordance with Section 8(a)(i) thereof
effective as of the date hereof.
Alamo Group Inc.
A Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Chairman and Chief
Executive Officer
Agreed and Accepted as of
the date written above.
WEC Company, AGI Acquisition Corp.
A Delaware corporation a Delaware corporation
By: /s/ Xxxx Xxxx By: /s/ Xxxx Xxxx
------------- -------------
Name: Xxxx Xxxx Name: Xxxx Xxxx
Title: Chairman Title: Chairman
