CREDIT AGREEMENT dated as of July 31, 1997 among GLEASON CORPORATION THE GLEASON WORKS GLEASON INTERNATIONAL MARKETING CORPORATION GW ACQUISITION CORP. GLEASON GERMANY (HOLDINGS) GMBH GLEASON MASCHINENFABRIK GMBH GLEASON-HURTH MASCHINEN UND WERKZEUGE...Credit Agreement • August 14th, 1997 • Gleason Corp /De/ • Machine tools, metal cutting types • London
amongCredit Agreement • November 13th, 1995 • Gleason Corp /De/ • Machine tools, metal cutting types • New York
Exhibit 99.1 CREDIT AGREEMENTCredit Agreement • February 23rd, 2000 • Gleason Corp /De/ • Machine tools, metal cutting types
andRights Agreement • October 3rd, 1997 • Gleason Corp /De/ • Machine tools, metal cutting types • Delaware
COMMON STOCK (PAR VALUE $1.00 PER SHARE)Underwriting Agreement • December 3rd, 1997 • Gleason Corp /De/ • Machine tools, metal cutting types • New York
VARIOUS BANKS,Credit Agreement • February 23rd, 2000 • Gleason Corp /De/ • Machine tools, metal cutting types • New York
PURCHASE AGREEMENT AGREEMENT dated as of June 30, 1997 by and between GW ACQUISITION CORP., a Delaware corporation with its principal office at 1209 Orange Street, Wilmington, Delaware ("Purchaser") and DAVID W. GOODFELLOW, BRIAN W. CLUFF, HANS GRASS,...Purchase Agreement Agreement • August 14th, 1997 • Gleason Corp /De/ • Machine tools, metal cutting types • New York
andRights Agreement • May 18th, 1999 • Gleason Corp /De/ • Machine tools, metal cutting types • New York
EXECUTIVE AGREEMENT AGREEMENT dated _________________, 19__ , between Gleason Corporation, a Delaware corporation ("Corporation") and _________________ ("Executive"). WHEREAS, the Executive has been employed by the Corporation and/or one or more of...Executive Agreement • August 13th, 1998 • Gleason Corp /De/ • Machine tools, metal cutting types
TRUST FOR GLEASON CORPORATION EXECUTIVE COMPENSATION ARRANGEMENTS This Agreement made this 28th day of July, 1998 by and between Gleason Corporation (Company) and M&T Bank (Trustee);Gleason Corp /De/ • August 13th, 1998 • Machine tools, metal cutting types • New York
English Version SHARE PURCHASE AGREEMENT betweenVersion Share Purchase Agreement • August 14th, 1997 • Gleason Corp /De/ • Machine tools, metal cutting types
LOGO]Gleason Corp /De/ • December 15th, 1999 • Machine tools, metal cutting types
On behalf of the Board of Directors of Gleason Corporation (the "Company"), I am pleased to inform you that the Company has entered into an Agreement and Plan of Merger, dated as of December 8, 1999 (the "Merger Agreement"), with Torque Acquisition Co., L.L.C. ("Acquisition Company"), a wholly-owned subsidiary of Vestar Capital Partners IV, L.P., and Torque Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of Acquisition Company. Pursuant to the Merger Agreement, the Company and Acquisition Company have today commenced a joint tender offer (the "Offer") to purchase all outstanding shares of common stock of the Company (the "Shares") at a price of $23.00 per Share, net to the seller in cash, without interest.
