FIVE YEAR CREDIT AGREEMENTFive Year Credit Agreement • August 8th, 2005 • St Paul Travelers Companies Inc • Fire, marine & casualty insurance • New York
THE ST. PAUL TRAVELERS COMPANIES, INC., a Minnesota corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) and issuers of letters of credit (“Initial Issuing Banks”) listed on Schedule I hereto, JPMORGAN CHASE BANK, N.A., as syndication agent, BANK OF AMERICA, N.A., THE BANK OF NEW YORK and WELLS FARGO BANK, NATIONAL ASSOCIATION, as documentation agents, CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC., as joint lead arrangers, and CITICORP USA, INC. (“Citicorp”), as agent (the “Agent”) for the Lenders (as hereinafter defined), agree as follows:
3,471,010 Shares NUVEEN INVESTMENTS, INC. CLASS A COMMON STOCK (Par Value $0.01 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • August 8th, 2005 • St Paul Travelers Companies Inc • Fire, marine & casualty insurance • New York
The St. Paul Travelers Companies, Inc., a Minnesota corporation (“St. Paul Travelers”), and its wholly-owned subsidiary, United States Fidelity and Guaranty Company, a Maryland corporation, as the selling stockholders (the “Selling Stockholders”), propose to sell to Morgan Stanley & Co. Incorporated (the “Underwriter”) an aggregate of 3,471,010 shares of the Class A common stock, par value $0.01 per share (the “Shares”) of Nuveen Investments, Inc., a Delaware corporation (the “Company”), each Selling Stockholder to sell the amount of Shares set forth opposite such Selling Stockholder’s name in Schedule I hereto.
