0000950131-99-001187 Sample Contracts

Alamo Group Inc. 750 E. Mulberry, Suite 401 San Antonio, TX 78212
Madison Dearborn Capital Partners L P • March 1st, 1999 • Farm machinery & equipment

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.

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