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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 23, 1997
NIKE, INC.
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(Exact Name of Registrant as Specified in Charter)
Oregon 1-10635 93-0584541
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(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
One Bowerman Drive, Beaverton, Oregon 97005
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(Address of Principal Executive Offices) (Zip Code)
(503) 671-6453
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(Registrant's telephone number, including area code)
____________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
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On April 24, 1997, NIKE, Inc. (the "Company") filed a prospectus
supplement dated April 23, 1997 and base prospectus dated November 29, 1996
relating to its Registration Statement on Form S-3, File No. 333-15953 (as
amended, the "Registration Statement") relating to the offering and sale, from
time to time, of up to $300,000,000 aggregate offering price of its Medium-Term
Notes (the "Notes").
On April 23, 1997, the Company entered into a Distribution Agreement
(the form of which is attached hereto as Exhibit 1.1) with Goldman, Sachs & Co.,
Lehman Brothers Inc., Merrill Lynch, Pierce Fenner & Smith Incorporated and
Salomon Brothers Inc (collectively, the "Agents") pursuant to which the Company
appointed each Agent as an agent of the Company for the purpose of soliciting
and receiving offers to purchase the Notes from the Company.
In connection with the commencement of its Medium-Term Note Program on
April 23, 1997, pursuant to an Indenture among the Company and The First
National Bank of Chicago (the form of which was filed as an exhibit to the
Registration Statement), the Company delivered an Officers' Certificate (the
form of which is attached hereto as Exhibit 4.1) to The First National Bank of
Chicago, setting forth the terms of the Notes.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) The following exhibits are filed as part of this Report:
1.1 Form of Distribution Agreement dated April 23, 1997 among NIKE,
Inc. and Goldman, Sachs & Co., Lehman Brothers Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Salomon Brothers
Inc, together with Annex I and Annex II but excluding Annex III.
4.1 Form of Officers' Certificate pursuant to the Indenture, dated as
of December 13, 1996, between NIKE, Inc. and The First National
Bank of Chicago, as Trustee, setting forth the terms of NIKE,
Inc.'s Fixed Rate Medium-Term Note and Floating Rate Medium-Term
Note, without annexes.
4.2 Form of Fixed Rate Medium-Term Note.
4.3 Form of Floating Rate Medium-Term Note.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: April 23, 1997
NIKE, Inc.
By: /s/ Robert S. Falcone
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Name: Robert S. Falcone
Title: Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
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1.1 Form of Distribution Agreement dated April 23, 1997 among NIKE, Inc.
and Goldman, Sachs & Co., Lehman Brothers Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Salomon Brothers Inc, together with
Annex I and Annex II but excluding Annex III.
4.1 Form of Officers' Certificate pursuant to the Indenture, dated as of
December 13, 1996, between NIKE, Inc. and The First National Bank of
Chicago, as Trustee, setting forth the terms of NIKE, Inc.'s Fixed
Rate Medium-Term Note and Floating Rate Medium-Term Note, without
annexes.
4.2 Form of Fixed Rate Medium-Term Note.
4.3 Form of Floating Rate Medium-Term Note.
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EXHIBIT 1.1
NIKE, INC.
$300,000,000
MEDIUM-TERM NOTES
Distribution Agreement
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April 23, 1997
Goldman, Sachs & Co.,
Lehman Brothers Inc.,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated,
Salomon Brothers Inc,
c/o Goldman, Sachs & Co.,
555 California Street, Suite 4500,
San Francisco, California 94104.
Ladies and Gentlemen:
NIKE, Inc., an Oregon corporation (the "Company"), proposes to issue and
sell from time to time its Medium-Term Notes Due Nine Months or More From Date
of Issue (the "Securities") in an aggregate initial public offering price up to
$300,000,000 (or the equivalent thereof in foreign currencies or composite
currencies) and agrees with each of you (individually, an "Agent", and
collectively, the "Agents") as set forth in this Agreement.
Subject to the terms and conditions stated herein and to the reservation by
the Company of the right to sell Securities directly on its own behalf, the
Company hereby (i) appoints each Agent as an agent of the Company for the
purpose of soliciting and receiving offers to purchase Securities from the
Company pursuant to Section 2(a) hereof and (ii) agrees that, except as
otherwise contemplated herein, whenever it determines to sell Securities
directly to any Agent as principal, it will enter into a separate agreement
(each a "Terms Agreement"), substantially in the form of Annex I hereto,
relating to such sale in accordance with Section 2(b) hereof. This Distribution
Agreement shall not be construed to create either an obligation on the part of
the Company to sell any Securities or an obligation of any of the Agents to
purchase Securities as principal.
The Company reserves the right to sell Securities through one or more
additional agents or directly to certain investment banking firms as
underwriters for resale to the public on terms substantially identical to the
terms contained herein. No commission will be payable to the Agents on any
Securities sold through other agents or directly by the Company to underwriters.
The Company has additionally reserved the right to sell Securities to investors
on its own behalf in those
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jurisdictions where it is authorized to do so. These provisions shall not limit
Section 4(f) hereof or any similar provision included in any Terms Agreement.
The Securities will be issued under an indenture, dated as of December 13,
1996 (the "Indenture"), between the Company and The First National Bank of
Chicago, as Trustee (the "Trustee"). The Securities shall have the maturity
ranges, interest rates, if any, redemption provisions and other terms set forth
in the Prospectus referred to below as it may be amended or supplemented from
time to time. The Securities will be issued, and the terms and rights thereof
established, from time to time by the Company in accordance with the Indenture.
1. The Company represents and warrants to, and agrees with, each Agent
that:
(a) A registration statement on Form S-3 (File No. 333-15953) (the
"Initial Registration Statement") in respect of the Securities has been
filed with the Securities and Exchange Commission (the "Commission"); the
Initial Registration Statement, as amended, and any post-effective
amendment thereto, each in the form heretofore delivered or to be delivered
to such Agent, excluding exhibits to such registration statement, but
including all documents incorporated by reference in the prospectus
included therein, have been declared effective by the Commission in such
form; other than a registration statement, if any, increasing the size of
the offering (a "Rule 462(b) Registration Statement"), filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended (the "Securities
Act"), which became effective upon filing, and other than those documents
referred to above in this Section 1(a), no other document with respect to
the Initial Registration Statement or documents incorporated by reference
therein has heretofore been filed or transmitted for filing with the
Commission (other than the prospectuses filed pursuant to Rule 424(b) of
the rules and regulations of the Commission under the Securities Act, each
in the form heretofore delivered to the Agents); and no stop order
suspending the effectiveness of the Initial Registration Statement and the
Rule 462(b) Registration Statement, if any, has been issued and no
proceeding for that purpose has been initiated or threatened by the
Commission (any preliminary prospectus included in the Initial Registration
Statement or filed with the Commission pursuant to Rule 424(a) of the rules
and regulations of the Commission under the Securities Act is hereinafter
called a "Preliminary Prospectus"; the various parts of the Initial
Registration Statement, including all exhibits thereto and the documents
incorporated by reference in the prospectus contained in the registration
statement at the time such part of the registration statement became
effective but excluding the statement of eligibility of the trustee on Form
T-1, each as amended at the time such part of the registration statement
became effective or such part of the Rule 462(b) Registration Statement, if
any, became or hereafter becomes effective, are hereinafter collectively
called the "Registration Statement"; the prospectus (including, if
applicable, any prospectus supplement) relating to the Securities, in the
form in which it has most recently been filed, or transmitted for filing,
with the Commission on or prior to the date of this Agreement, is
hereinafter called the "Prospectus"; any reference herein to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to the
applicable form under the Securities Act, as of the date of such
Preliminary Prospectus or Prospectus, as the case may be; any reference to
any amendment or supplement to any Preliminary Prospectus or the
Prospectus, including any supplement to the Prospectus that sets forth only
the terms of a particular issue of the Securities (a "Pricing Supplement"),
shall be deemed to refer to and include any documents filed after the date
of such Preliminary Prospectus or Prospectus, as the case may be, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in such Preliminary Prospectus or Prospectus, as
the case may be, as of the date of such amendment or supplement; any
reference to any
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amendment to the Registration Statement shall be deemed to refer to and
include any annual report of the Company filed pursuant to Section 13(a) or
15(d) of the Exchange Act after the effective date of the Initial
Registration Statement that is incorporated by reference in the
Registration Statement; and any reference to the Prospectus as amended or
supplemented shall be deemed to refer to and include the Prospectus as
amended or supplemented (including by the applicable Pricing Supplement
filed in accordance with Section 4(a) hereof) in relation to Securities to
be sold pursuant to this Agreement, in the form in which it is filed with
the Commission pursuant to Rule 424(b) of the rules and regulations of the
Commission under the Securities Act and in accordance with Section 4(a)
hereof, including any documents incorporated by reference therein as of the
date of such filing);
(b) The documents incorporated by reference in the Prospectus, when
they were filed with the Commission, conformed in all material respects to
the requirements of the Exchange Act and the rules and regulations of the
Commission thereunder;
(c) The Registration Statement and the Prospectus conform in all
material respects to the requirements of the Securities Act and the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the
rules and regulations of the Commission thereunder; the Registration
Statement, as amended, does not and will not contain an untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, and the
Prospectus does not and will not contain an untrue statement of a material
fact or omit to state a material fact necessary to make the statements
therein, in the light of circumstances under which they were made, not
misleading; provided, however, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by any
Agent expressly for use in the Prospectus as amended or supplemented to
relate to a particular issuance of Securities;
(d) Neither the Company nor any of its significant subsidiaries (as
such term is defined in Rule 1-02 of Regulation S-X under the Exchange Act
(each, a "Significant Subsidiary")) has sustained since the date of the
latest audited financial statements included or incorporated by reference
in the Prospectus any material loss or interference with its business from
fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order
or decree, otherwise than as set forth in or contemplated by the
Prospectus; and, since the respective dates as of which information is
given in the Registration Statement and the Prospectus, there has not been
any decrease in the capital stock of the Company or any of its Significant
Subsidiaries (other than as required pursuant to any stock repurchase plan
that has been disclosed or incorporated by reference in the Prospectus) or
an increase in the consolidated long-term debt of the Company in excess of
$100 million (excluding Securities issued under the Medium-Term Note
Program established by this Agreement) or any material adverse change, or
any development involving a prospective material adverse change, in the
general affairs, management, financial position, shareholders' equity or
results of operations of the Company and its subsidiaries (a "Material
Adverse Change"), otherwise than as set forth in or contemplated by the
Prospectus;
(e) The Company has been duly incorporated and is validly existing as
a corporation under the laws of the State of Oregon, with power and
authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus;
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(f) The Company has an authorized capitalization as set forth or
incorporated by reference in the Prospectus, and all of the issued shares
of capital stock of the Company have been duly and validly authorized and
issued and are fully paid and non-assessable;
(g) The Securities have been duly authorized, and, when issued and
delivered pursuant to this Agreement and any Terms Agreement, will have
been duly executed, authenticated, issued and delivered and will constitute
valid and legally binding obligations of the Company entitled to the
benefits provided by the Indenture, which will be substantially in the form
filed as an exhibit to the Registration Statement; the Indenture has been
duly authorized and duly qualified under the Trust Indenture Act and
constitutes a valid and legally binding instrument, enforceable in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability relating
to or affecting creditors' rights and to general equity principles; and the
Indenture conforms and the Securities of any particular issuance of
Securities will conform in all material respects to the descriptions
thereof contained in the Prospectus as amended or supplemented to relate to
such issuance of Securities;
(h) The issue and sale of the Securities, the compliance by the
Company with all of the provisions of the Securities, the Indenture, this
Agreement and any Terms Agreement, and the consummation of the transactions
herein and therein contemplated will not (i) conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which the Company is a party or by which
the Company is bound or to which any of the property or assets of the
Company is subject, (ii) result in any violation of the provisions of the
Articles of Incorporation or By-laws of the Company or (iii) result in the
violation of any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any of
its properties, in each case (i) or (iii) above other than such breaches,
conflicts, violations or defaults which, individually or in the aggregate,
(x) would not have a material adverse effect on the Company and its
subsidiaries taken as a whole and (y) would not affect the validity,
performance or consummation of the transactions contemplated by this
Agreement; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required for the solicitation of offers to purchase Securities, the issue
and sale of the Securities or the consummation by the Company of the
transactions contemplated by this Agreement, any Terms Agreement or the
Indenture, except (x) such as have been, or will have been prior to the
Commencement Date (as defined in Section 3 hereof), obtained under the
Securities Act and the Trust Indenture Act, (y) such consents, approvals,
authorizations, registrations or qualifications as may be required under
state securities or Blue Sky laws in connection with the solicitation by
such Agent of offers to purchase Securities from the Company and with
purchases of Securities by such Agent as principal, as the case may be, in
each case in the manner contemplated hereby and (z) such consents,
approvals, authorizations, orders, registrations or qualifications which
(individually or in the aggregate) the failure to make, obtain or comply
with (a) would not have a material adverse effect on the Company and its
subsidiaries taken as a whole and (b) would not affect the validity,
performance or consummation of the transactions contemplated by this
Agreement, any Terms Agreement or the Indenture;
(i) The statements set forth in the Prospectus under the captions
"Description of Debt Securities" and "Description of the Notes", insofar as
they purport to constitute a summary of
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the terms of the Securities, conform in all material respects to the rights
set forth in the instruments defining the same;
(j) Neither the Company nor any of its Significant Subsidiaries is in
violation of its Certificate or Articles of Incorporation, as applicable,
or By-laws or in default in the performance or observance of any material
obligation, agreement, covenant or condition contained in any indenture,
mortgage, deed of trust, loan agreement, lease or other agreement or
instrument to which it is a party or by which it or any of its properties
may be bound, except for such defaults that would not reasonably be
expected to result in a Material Adverse Change to the Company or such
Significant Subsidiary, as the case may be;
(k) Other than as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its
Significant Subsidiaries is a party or of which any property of the Company
or any of its Significant Subsidiaries is the subject which, if determined
adversely to the Company or any of its Significant Subsidiaries, would
individually or in the aggregate reasonably be expected to result in a
Material Adverse Change to the Company and its subsidiaries taken as a
whole; and, to the best of the Company's knowledge, no such proceedings are
threatened or contemplated by governmental authorities or threatened by
others;
(l) The Company is not and, after giving effect to each offering and
sale of the Securities, will not be an "investment company" or an entity
"controlled" by an "investment company", as such terms are defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act");
(m) Immediately after any sale of Securities by the Company hereunder
or under any Terms Agreement, the aggregate amount of Securities which
shall have been issued and sold by the Company hereunder or under any Terms
Agreement and of any debt securities of the Company (other than such
Securities) that shall have been issued and sold pursuant to the
Registration Statement will not exceed the amount of debt securities
registered under the Registration Statement;
(n) Price Waterhouse LLP, who have certified certain financial
statements of the Company and its subsidiaries, are independent public
accountants as required by the Securities Act and the rules and regulations
of the Commission thereunder;
(o) Other than as set forth in the Prospectus, the Company and its
subsidiaries own or have valid, binding, enforceable licenses or other
rights to use any patents, trademarks, trade names, service marks, service
names, copyrights, and other proprietary intellectual property rights
("Intellectual Property") necessary to conduct the business of the Company
and its subsidiaries in the manner in which it has been and is being
conducted, without any conflict with the rights of others, except for such
conflicts as do not and would not reasonably be expected to result in a
Material Adverse Change to the Company and its subsidiaries, taken as a
whole; the information contained or incorporated by reference in the
Registration Statement and Prospectus concerning patents issued to, or
patent applications filed on behalf of, the Company and its subsidiaries is
accurate in all material respects; and, except as described in the
Prospectus, neither the Company nor any of its subsidiaries has received
any notice from any other person of infringement of or conflict with (and
knows of no such infringement of or conflict with) asserted rights of
others with respect to any Intellectual Property or any trade secrets,
proprietary information, know-how, processes and procedures
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owned or used by or licensed to the Company or any of its subsidiaries,
which if determined adversely to the Company or any of its subsidiaries
would, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Change to the Company and its subsidiaries, taken as
a whole; and
(p) The Medium-Term Note Program under which the Securities are
issued, as well as the Securities, are rated A1 by Moody's Investors
Service, Inc. and A+ by Standard & Poor's Ratings Service, or such other
rating as specified in the applicable Terms Agreement or that shall have
otherwise been publicly disclosed.
2. (a) On the basis of the representations and warranties herein
contained, and subject to the terms and conditions herein set forth, each
of the Agents hereby severally and not jointly agrees, as agent of the
Company, to use its reasonable efforts to solicit and receive offers to
purchase the Securities from the Company upon the terms and conditions set
forth in the Prospectus as amended or supplemented from time to time.
Procedural details relating to the issue and delivery of Securities,
the solicitation of offers to purchase Securities and the payment in each
case therefor shall be as set forth in the Administrative Procedure
attached hereto as Annex II as it may be amended from time to time by
written agreement between the Agents and the Company (the "Administrative
Procedure"). The provisions of the Administrative Procedure shall apply to
all transactions contemplated hereunder other than those made pursuant to a
Terms Agreement. Each Agent and the Company agree to perform the
respective duties and obligations specifically provided to be performed by
each of them in the Administrative Procedure. The Company will furnish to
the Trustee a copy of the Administrative Procedure as from time to time in
effect.
The Company reserves the right, in its sole discretion, to instruct
the Agents to suspend at any time, for any period of time or permanently,
the solicitation of offers to purchase the Securities. As soon as
practicable, but in any event not later than one business day in New York
City, after receipt of notice from the Company, the Agents will suspend
solicitation of offers to purchase Securities from the Company until such
time as the Company has advised the Agents that such solicitation may be
resumed. During such period, the Company shall not be required to comply
with the provisions of Sections 4(h), 4(i), 4(j), 4(k) and 4(l), provided
that no Agent then holds any Securities purchased from the Company as
principal. Upon advising the Agents that such solicitation may be resumed,
however, the Company shall simultaneously provide the documents required to
be delivered by Sections 4(h), 4(i), 4(j), 4(k) and 4(l), and the Agents
shall have no obligation to solicit offers to purchase the Securities until
such documents have been received by the Agents. In addition, any failure
by the Company to comply with its obligations hereunder, including without
limitation its obligations to deliver the documents required by Sections
4(h), 4(i), 4(j), 4(k) and 4(l), shall automatically terminate the Agents'
obligations hereunder, including without limitation its obligations to
solicit offers to purchase the Securities hereunder as agent or to purchase
Securities hereunder as principal.
The Company agrees to pay each Agent a commission, at the time of
settlement of any sale of a Security by the Company as a result of a
solicitation made by such Agent, which may be an amount equal to the
following applicable percentage of the principal amount of such Security
sold:
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<TABLE>
<CAPTION>
Commission (percentage of
aggregate principal amount
Range of Maturities of Securities sold)
------------------- ----------------------------
<S> <C>
From 9 months to less than 1 year .125%
From 1 year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .675%
From 20 years to less than 30 years .750%
30 years and more *
</TABLE>
* To be determined at the time of issuance.
(b) Each sale of Securities to any Agent as principal shall be made
in accordance with the terms of this Agreement and (unless the Company and
such Agent shall otherwise agree) a Terms Agreement which will provide for
the sale of such Securities to, and the purchase thereof by, such Agent; a
Terms Agreement may also specify certain provisions relating to the
reoffering of such Securities by such Agent; the commitment of any Agent to
purchase Securities as principal, whether pursuant to any Terms Agreement
or otherwise, shall be deemed to have been made on the basis of the
representations and warranties of the Company herein contained and shall be
subject to the terms and conditions herein set forth; each Terms Agreement
shall specify the principal amount of Securities to be purchased by any
Agent pursuant thereto, the price to be paid to the Company for such
Securities, any provisions relating to rights of, and default by,
underwriters acting together with such Agent in the reoffering of the
Securities and the time and date and place of delivery of and payment for
such Securities; and such Terms Agreement shall also specify any
requirements for opinions of counsel, accountants' letters and officers'
certificates pursuant to Section 4 hereof. Each Agent proposes to offer
Securities purchased by it as principal for sale at prevailing market
prices or prices related thereto at the time of sale, which may be equal
to, greater than or less than the price at which such Securities are
purchased by such Agent from the Company.
For each sale of Securities to an Agent as principal that is not made
pursuant to a Terms Agreement, the procedural details relating to the issue
and delivery of such Securities and payment therefor shall be as set forth
in the Administrative Procedure. For each such sale of Securities to an
Agent as principal that is not made pursuant to a Terms Agreement, the
Company agrees to pay such Agent a commission (or grant an equivalent
discount) as provided in Section 2(a) hereof and in accordance with the
schedule set forth therein.
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Each time and date of delivery of and payment for Securities to be
purchased by an Agent as principal, whether set forth in a Terms Agreement
or in accordance with the Administrative Procedure, is referred to herein
as a "Time of Delivery".
(c) Each Agent agrees, with respect to any Security denominated in a
currency other than U.S. dollars, as agent, directly or indirectly, not to
solicit offers to purchase, and as principal under any Terms Agreement or
otherwise, directly or indirectly, not to offer, sell or deliver, such
Security in, or to residents of, the country issuing such currency, except
as permitted by applicable law.
3. The documents required to be delivered pursuant to Section 6 hereof on
the Commencement Date (as defined below) shall be delivered to the Agents at the
offices of Latham & Watkins, 505 Montgomery Street, San Francisco, California
94111 at 8:00 a.m., San Francisco time, on the date of this Agreement (such time
and date being referred to herein as the "Commencement Date"), which time and
date of such delivery may be postponed by agreement between the Agents and the
Company but in no event shall be later than the day prior to the date on which
solicitation of offers to purchase Securities is commenced or on which any Terms
Agreement is executed.
4. The Company covenants and agrees with each Agent:
(a) (i) To make no amendment or supplement to the Registration
Statement or the Prospectus (other than through the filing of reports under
the Exchange Act) (A) prior to the Commencement Date which shall be
reasonably disapproved by any Agent promptly after reasonable notice
thereof or (B) after the date of any Terms Agreement or other agreement by
an Agent to purchase Securities as principal and prior to the related Time
of Delivery which shall be reasonably disapproved by any Agent party to
such Terms Agreement or so purchasing as principal promptly after
reasonable notice thereof; (ii) to prepare, with respect to any Securities
to be sold through or to such Agent pursuant to this Agreement, a Pricing
Supplement with respect to such Securities in a form previously approved by
such Agent and to file such Pricing Supplement pursuant to Rule 424(b)(3)
under the Securities Act not later than the close of business of the
Commission on the fifth business day after the date on which such Pricing
Supplement is first used; (iii) to make no amendment or supplement to the
Registration Statement or Prospectus, other than through the filing of
reports under the Exchange Act and other than any Pricing Supplement, at
any time prior to having afforded each Agent a reasonable opportunity to
review and comment thereon; (iv) to file promptly all reports and any
definitive proxy or information statements required to be filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act for so long as the delivery of a prospectus is required
in connection with the offering or sale of the Securities, and during such
same period to advise such Agent, promptly after the Company receives
notice thereof, of the time when any amendment to the Registration
Statement has been filed or has become effective or any supplement to the
Prospectus or any amended Prospectus (other than any Pricing Supplement
that relates to Securities not purchased through or by such Agent) has been
filed with the Commission, of the issuance by the Commission of any stop
order or of any order preventing or suspending the use of any prospectus
relating to the Securities, of the suspension of the qualification of the
Securities for offering or sale in any jurisdiction, of the initiation or,
to the best knowledge of the Company, threatening of any proceeding for any
such purpose, or of any request by the Commission for the amendment or
supplement of the Registration Statement or Prospectus or for additional
information; and (v) in the event of the issuance of any such stop order or
of any such order preventing or suspending the use of any prospectus
relating to the Securities or suspending any such qualification, to use
promptly its reasonable best efforts to obtain its withdrawal;
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(b) Promptly from time to time to take such action as such Agent may
reasonably request to qualify the Securities for offering and sale under
the securities laws of such jurisdictions as such Agent may request and to
comply with such laws so as to permit the continuance of sales and dealings
therein in such jurisdictions for as long as may be necessary to complete
the distribution or sale of the Securities; provided, however, that in
connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in
any jurisdiction;
(c) To furnish such Agent with copies of the Registration Statement
and each amendment thereto, with copies of the Prospectus as each time
amended or supplemented, other than any Pricing Supplement (except as
provided in the Administrative Procedure), in the form in which it is filed
with the Commission pursuant to Rule 424 under the Securities Act, and with
copies of the documents incorporated by reference therein, all in such
quantities as such Agent may reasonably request from time to time; and, if
the delivery of a prospectus is required at any time in connection with the
offering or sale of the Securities (including Securities purchased from the
Company by such Agent as principal) and if at such time any event shall
have occurred as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or, if for any other reason it shall be necessary during such
same period to amend or supplement the Prospectus or to file under the
Exchange Act any document incorporated by reference in the Prospectus in
order to comply with the Securities Act, the Exchange Act or the Trust
Indenture Act, to notify such Agent and request such Agent, in its capacity
as agent of the Company, to suspend solicitation of offers to purchase
Securities from the Company (and, if so notified, such Agent shall cease
such solicitations as soon as practicable, but in any event not later than
one business day later); and if the Company shall decide to amend or
supplement the Registration Statement or the Prospectus as then amended or
supplemented, to so advise such Agent promptly by telephone (with
confirmation in writing) and to prepare and cause to be filed promptly with
the Commission an amendment or supplement to the Registration Statement or
the Prospectus as then amended or supplemented that will correct such
statement or omission or effect such compliance; provided, however, that if
during such same period such Agent continues to own Securities purchased
from the Company by such Agent as principal or such Agent is otherwise
required to deliver a prospectus in respect of transactions in the
Securities, the Company shall promptly prepare and file with the Commission
such an amendment or supplement;
(d) To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement (as defined in Rule 158(c)
under the Securities Act), an earning statement of the Company and its
subsidiaries (which need not be audited) complying with Section 11(a) of
the Securities Act and the rules and regulations of the Commission
thereunder (including, at the option of the Company, Rule 158);
(e) So long as any Securities are outstanding, to furnish to such
Agent copies of all reports or other communications (financial or other)
furnished to stockholders, and deliver to such Agent (i) copies of any
reports and financial statements furnished to or filed with the Commission
or any national securities exchange on which any class of securities of the
Company is listed promptly after such reports and financial statements are
so furnished or filed; and (ii) such additional information concerning the
business and financial condition of the Company as such Agent may from time
to time reasonably request (such financial statements to be on a
consolidated basis to the extent the accounts of the Company and its
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subsidiaries are consolidated in reports furnished to its stockholders
generally or to the Commission);
(f) That during the period beginning from the date of any Terms
Agreement with such Agent or other agreement by such Agent to purchase
Securities as principal and continuing to and including the related Time of
Delivery or, if such Agent has notified the Company in writing prior to
such Time of Delivery that the trading restrictions for the Securities
purchased under such agreement have not terminated, such later date as such
Agent shall notify the Company in writing of the termination of such
trading restrictions, not to offer, sell, contract to sell or otherwise
dispose of any debt securities of the Company which both mature more than 9
months after such Time of Delivery and are substantially similar to the
Securities, without the prior written consent of such Agent;
(g) That each acceptance by the Company of an offer to purchase
Securities hereunder (including any purchase by such Agent as principal not
pursuant to a Terms Agreement), and each execution and delivery by the
Company of a Terms Agreement with such Agent, shall be deemed to be an
affirmation to such Agent that the representations and warranties of the
Company contained in or made pursuant to this Agreement are true and
correct as of the date of such acceptance or of such Terms Agreement, as
the case may be, as though made at and as of such date, and an undertaking
that such representations and warranties will be true and correct as of the
settlement date for the Securities relating to such acceptance or as of the
Time of Delivery relating to such sale, as the case may be, as though made
at and as of such date (except that such representations and warranties
shall be deemed to relate to the Registration Statement and the Prospectus
as amended and supplemented relating to such Securities);
(h) That reasonably in advance of each time the Registration
Statement or the Prospectus shall be amended or supplemented (other than by
a Pricing Supplement), each time a report on Form 10-K filed by the Company
under the Exchange Act is incorporated by reference into the Prospectus,
and each time the Company sells Securities to such Agent as principal
pursuant to a Terms Agreement and such Terms Agreement specifies the
delivery of an opinion or opinions by Sullivan & Cromwell, counsel to the
Agents, as a condition to the purchase of Securities pursuant to such Terms
Agreement, the Company shall furnish to such counsel such papers and
information as they may reasonably request to enable them to furnish to
such Agent the opinion or opinions referred to in Section 6(b) hereof;
(i) That each time the Registration Statement or the Prospectus shall
be amended or supplemented (other than by a Pricing Supplement), each time
a report on Form 10-Q or a report on Form 10-K filed by the Company under
the Exchange Act is incorporated by reference into the Prospectus and each
time the Company sells Securities to such Agent as principal pursuant to a
Terms Agreement and such Terms Agreement specifies the delivery of an
opinion under this Section 4(i) as a condition to the purchase of
Securities pursuant to such Terms Agreement, the Company shall furnish or
cause to be furnished forthwith to such Agent a written opinion of Paul J.
Kelly, Jr., General Counsel for the Company, or other counsel for the
Company satisfactory to such Agent, dated the date of such amendment,
supplement, incorporation or Time of Delivery relating to such sale, as the
case may be, in form satisfactory to such Agent, to the effect that such
Agent may rely on the opinion of such counsel referred to in Section 6(d)
hereof which was last furnished to such Agent to the same extent as though
it were dated the date of such letter authorizing reliance (except that the
statements in such last opinion shall be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented to
such date) or, in lieu of such opinion, an opinion of the same tenor as the
opinion of such counsel referred to in Section 6(d) hereof
10
<PAGE>
but modified to relate to the Registration Statement and the Prospectus as
amended and supplemented to such date; provided, that if on the date any
such opinion is required to be delivered under this Section 4(i) an opinion
of other counsel to the Company is not required to be delivered under
Section 4(j) of this Agreement, the opinion to be delivered under this
Section 4(i) shall be of the same tenor as the opinions referred to in
Section 6(d) and in paragraphs (v) and (vi) and the paragraph of text
following paragraph (vi) of Section 6(c) hereof;
(j) That each time a report on Form 10-K filed by the Company under
the Exchange Act is incorporated by reference into the Prospectus, and each
time the Company sells Securities to such Agent as principal pursuant to a
Terms Agreement and such Terms Agreement specifies the delivery of an
opinion under this Section 4(j) as a condition to the purchase of
Securities pursuant to such Terms Agreement, the Company shall furnish or
cause to be furnished forthwith to such Agent a written opinion of Latham &
Watkins or other counsel for the Company satisfactory to such Agent, dated
the date of such incorporation, in form satisfactory to such Agent, to the
effect that such Agent may rely on the opinion of such counsel referred to
in Section 6(c) hereof which was last furnished to such Agent to the same
extent as though it were dated the date of such letter authorizing reliance
(except that the statements in such last opinion shall be deemed to relate
to the Registration Statement and the Prospectus as amended and
supplemented to such date) or, in lieu of such opinion, an opinion of the
same tenor as the opinion of such counsel referred to in Section 6(c)
hereof but modified to relate to the Registration Statement and the
Prospectus as amended and supplemented to such date;
(k) That each time the Registration Statement or the Prospectus shall
be amended or supplemented and each time that a report on Form 10-Q or a
report on Form 10-K filed by the Company under the Exchange Act is
incorporated by reference into the Prospectus, in either case to set forth
financial information included in or derived from the Company's
consolidated financial statements or accounting records, and each time the
Company sells Securities to such Agent as principal pursuant to a Terms
Agreement and such Terms Agreement specifies the delivery of a letter under
this Section 4(k) as a condition to the purchase of Securities pursuant to
such Terms Agreement, the Company shall cause the independent certified
public accountants who have certified the financial statements of the
Company and its subsidiaries included or incorporated by reference in the
Registration Statement forthwith to furnish such Agent a letter, dated the
date of such amendment, supplement, incorporation or Time of Delivery
relating to such sale, as the case may be, in form satisfactory to such
Agent, of the same tenor as the letter referred to in Section 6(e) hereof
but modified to relate to the Registration Statement and the Prospectus as
amended or supplemented to the date of such letter, with such changes as
may be necessary to reflect changes in the financial statements and other
information derived from the accounting records of the Company, to the
extent such financial statements and other information are available as of
a date not more than five business days prior to the date of such letter;
provided, however, that, with respect to any financial information or other
matter, such letter may reconfirm as true and correct at such date as
though made at and as of such date, rather than repeat, statements with
respect to such financial information or other matter made in the letter
referred to in Section 6(e) hereof which was last furnished to such Agent;
and
(l) That each time the Registration Statement or the Prospectus shall
be amended or supplemented (other than by a Pricing Supplement), each time
a document filed under the Securities Act or the Exchange Act is
incorporated by reference into the Prospectus and each time the Company
sells Securities to such Agent as principal and the applicable Terms
Agreement specifies the delivery of a certificate under this Section 4(l)
as a condition to the
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<PAGE>
purchase of Securities pursuant to such Terms Agreement, the Company shall
furnish or cause to be furnished forthwith to such Agent a certificate,
dated the date of such supplement, amendment, incorporation or Time of
Delivery relating to such sale, as the case may be, in such form and
executed by such officers of the Company as shall be satisfactory to such
Agent, to the effect that the statements contained in the certificates
referred to in Section 6(j) hereof which was last furnished to such Agent
are true and correct at such date as though made at and as of such date
(except that such statements shall be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented to such date) or,
in lieu of such certificate, certificates of the same tenor as the
certificates referred to in said Section 6(j) but modified to relate to the
Registration Statement and the Prospectus as amended and supplemented to
such date.
5. The Company covenants and agrees with each Agent that the Company will
pay or cause to be paid the following: (i) the fees, disbursements and expenses
of the Company's counsel and accountants in connection with the registration of
the Securities under the Securities Act and all other expenses in connection
with the preparation, printing and filing of the Registration Statement, any
Preliminary Prospectus, the Prospectus and any Pricing Supplements and all other
amendments and supplements thereto and the mailing and delivering of copies
thereof to such Agent; (ii) the fees, disbursements and expenses of counsel for
the Agents in connection with the establishment of the program contemplated
hereby, any opinions to be rendered by such counsel hereunder and under any
Terms Agreement and the transactions contemplated hereunder and under any Terms
Agreement; (iii) the cost of printing, producing or reproducing this Agreement,
any Terms Agreement, the Indenture, any Blue Sky survey, closing documents and
any other documents in connection with the offering, purchase, sale and delivery
of the Securities; (iv) all expenses in connection with the qualification of the
Securities for offering and sale under state securities laws as provided in
Section 4(b) hereof, including any reasonable fees and disbursements in
connection with such qualification and in connection with any Blue Sky surveys;
(v) any fees charged by securities rating services for rating the Securities;
(vi) the cost of preparing the Securities; (vii) the fees and expenses of any
Trustee and any agent of any Trustee and any transfer or paying agent of the
Company and the fees and disbursements of counsel for any Trustee or such agent
in connection with any Indenture and the Securities; (viii) any advertising
expenses connected with the solicitation of offers to purchase and the sale of
Securities so long as such advertising expenses have been approved in writing by
the Company; and (ix) all other costs and expenses incident to the performance
of its obligations hereunder which are not otherwise specifically provided for
in this Section. Except as provided in Sections 7 and 8 hereof, each Agent shall
pay all other expenses it incurs.
6. The obligation of any Agent, as agent of the Company, at any time
("Solicitation Time") to solicit offers to purchase the Securities, the
obligation of any Agent to purchase Securities as principal, pursuant to any
Terms Agreement or otherwise, and the obligation of any purchaser of Securities
sold through an Agent, as Agent, to purchase and pay for Securities as a result
of any such accepted offer shall in each case be subject to the condition that
all representations and warranties and other statements of the Company herein
(and, in the case of an obligation of an Agent under a Terms Agreement, in or
incorporated by reference in such Terms Agreement) are true and correct at and
as of the Commencement Date and any applicable date referred to in Section 4(l)
hereof that is prior to such Solicitation Time or Time of Delivery, as the case
may be, and at and as of such Solicitation Time or Time of Delivery, as the case
may be, the condition that prior to such Solicitation Time or Time of Delivery,
as the case may be, the Company shall have performed all of its obligations
hereunder theretofore to be performed, and the following additional conditions:
(a) (i) With respect to any Securities sold at or prior to such
Solicitation Time or Time of Delivery, as the case may be, the Prospectus
as amended or supplemented (including the Pricing Supplement) with respect
to such Securities shall have been filed with the Commission
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<PAGE>
pursuant to Rule 424(b) of the rules and regulations of the Commission
under the Securities Act within the applicable time period prescribed for
such filing by the rules and regulations under the Securities Act and in
accordance with Section 4(a) hereof; (ii) no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceeding for that purpose shall have been initiated or to the best of the
Company's knowledge threatened by the Commission; and (iii) all requests
for additional information on the part of the Commission shall have been
complied with to the reasonable satisfaction of such Agent;
(b) Sullivan & Cromwell, counsel to the Agents, shall have furnished
to such Agent (i) such opinion or opinions, dated the Commencement Date,
with respect to the incorporation of the Company, the Indenture, the
Securities, the Registration Statement, the Prospectus as amended or
supplemented and such other related matters as such Agent may reasonably
request and (ii) if and to the extent requested by such Agent, with respect
to each applicable date referred to in Section 4(h) hereof that is on or
prior to such Solicitation Time or Time of Delivery, as the case may be, an
opinion or opinions, dated such applicable date, to the effect that such
Agent may rely on the opinion or opinions which were last furnished to such
Agent pursuant to this Section 6(b) to the same extent as though it or they
were dated the date of such letter authorizing reliance (except that the
statements in such last opinion or opinions shall be deemed to relate to
the Registration Statement and the Prospectus as amended and supplemented
to such date) or, in any case, in lieu of such an opinion or opinions, an
opinion or opinions of the same tenor as the opinion or opinions referred
to in clause (i) but modified to relate to the Registration Statement and
the Prospectus as amended and supplemented to such date; and in each case
such counsel shall have received such papers and information as they may
reasonably request to enable them to pass upon such matters;
(c) Latham & Watkins, counsel for the Company, shall have furnished
to such Agent their written opinion, dated the Commencement Date and each
applicable date referred to in Section 4(j) hereof that is on or prior to
such Solicitation Time or Time of Delivery, as the case may be, in form and
substance satisfactory to such Agent, to the effect that:
(i) The Indenture is the legally valid and binding agreement
of the Company, enforceable against the Company in accordance with its
terms.
(ii) The Securities, in the forms certified by the Company as
of the date of such opinion, when duly completed, executed and issued
by the Company in accordance with the terms of the Indenture and the
officers' certificate establishing the terms of such Securities and
authenticated and delivered by the Trustee in accordance with the
terms of the Indenture and this Agreement against payment of the
consideration therefor, will be legally valid and binding obligations
of the Company, enforceable against the Company in accordance with
their terms.
(iii) The Indenture has been duly qualified under the Trust
Indenture Act.
(iv) The issuance and sale of the Securities by the Company
pursuant to this Agreement will not result in the violation by the
Company of any federal or New York statute, rule or regulation known
to such counsel to be applicable to the Company (other than federal or
New York securities laws).
(v) The Registration Statement and the Prospectus (excluding
the documents incorporated by reference therein) comply as to form in
all material respects with the requirements for registration
statements on Form S-3 under the Securities Act, the Trust Indenture
Act and the respective rules and regulations of the Commission
thereunder; it being understood, however, that such counsel need
express no opinion with respect
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<PAGE>
to the financial statements, schedules and other financial data
included or incorporated by reference in the Registration Statement or
the Prospectus or with respect to the Form T-1. In passing upon the
compliance as to form of the Registration Statement and the
Prospectus, such counsel may assume that the statements made and
incorporated by reference therein are correct and complete.
(vi) The statements set forth in the Prospectus under the
headings "Description of Debt Securities" and "Description of the
Notes", insofar as such statements constitute a summary of legal
matters, are accurate in all material respects.
In addition, such counsel shall state that it has participated in
conferences with officers and other representatives of the Company,
representatives of the independent public accountants for the Company,
and your representatives, at which the contents of the Registration
Statement and the Prospectus and related matters were discussed and,
although such counsel did not participate in the preparation of the
documents incorporated by reference into the Prospectus (the
"Incorporated Documents"), and need not pass upon, and need not assume
any responsibility for, the accuracy, completeness or fairness of the
statements contained in the Registration Statement and the Prospectus,
except for those referred to in the opinion in subsection (vi) of this
Section 6(c), and need not have made any independent check or
verification thereof, during the course of such participation (relying
as to materiality to the extent such counsel deemed appropriate upon
the statements of officers and other representatives of the Company),
no facts came to such counsel's attention that caused such counsel to
believe that the Registration Statement, at the time it became
effective, contained an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or that the Prospectus, as
of its date and as of the date of such opinion contained or contains
an untrue statement of a material fact or omitted or omits to state a
material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; it
being understood that such counsel need express no belief with respect
to the financial statements, schedules and other financial data
included in the Registration Statement or the Prospectus or
incorporated therein or with respect to the Form T-1.
Such counsel shall also be permitted to state that the opinions
rendered in paragraphs (i) and (ii) relating to the enforceability of
the Securities and the Indenture are subject to the following
exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to or affecting the rights
and remedies of creditors; (ii) the effect of general principles of
equity, whether enforcement is considered in a proceeding in equity or
law, and the discretion of the court before which any proceeding
therefor may be brought; (iii) the unenforceability under certain
circumstances under law or court decisions of provisions providing for
the indemnification of or contribution to a party with respect to a
liability where such indemnification or contribution is contrary to
public policy; (iv) such counsel need express no opinion concerning
the enforceability of the waiver of rights or defenses contained in
Section 4.4 of the Indenture; and (v) such counsel need express no
opinion with respect to whether acceleration of the Securities may
affect the collectibility of that portion of the stated principal
amount thereof which might be determined to constitute unearned
interest thereon. Further, the enforcement of the Securities and the
Indenture may be limited by (a) requirements that a claim with respect
to any Securities denominated other than in United States dollars (or
a foreign currency or composite currency judgment in respect of such
claim) be converted into United States
14
<PAGE>
dollars at a rate of exchange prevailing on the date determined
pursuant to applicable law or (b) governmental authority to limit,
delay or prohibit the making of payments in foreign currencies or
currency units outside of the United States.
Such counsel shall also be permitted to state that such counsel has
assumed for purposes of the opinion that (i) the Company has been duly
incorporated and is validly existing as a corporation under the laws of the
State of Oregon, and has the corporate power and authority to consummate
the transactions contemplated hereunder; (ii) the Securities have been duly
authorized by all necessary corporate action by the Company; (iii) the
Indenture has been duly authorized by all necessary corporate action by the
Company and has been duly executed and delivered by the Company; (iv) the
Trustee is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; (v) the Trustee is duly qualified
to engage in the activities contemplated by the Indenture; (vi) the
Indenture has been duly authorized, executed and delivered by the Trustee
and constitutes the legally valid, binding and enforceable obligation of
the Trustee enforceable against the Trustee in accordance with its terms;
(vii) the Trustee is in compliance, generally and with respect to acting as
a trustee under the Indenture, with all applicable laws and regulations;
(viii) the Trustee has the requisite organizational and legal power and
authority to perform its obligations under the Indenture; and (ix) the
aggregate principal amount of Securities that may be validly issued will be
reduced dollar for dollar for any other debt securities issued and sold
under the Registration Statement after the date hereof.
(d) Paul J. Kelly, Jr., General Counsel to the Company, shall have
furnished to the Representatives his written opinion, dated the
Commencement Date and each applicable date referred to in Section 4(i)
hereof that is on or prior to such Solicitation Time or Time of Delivery,
as the case may be, in form and substance satisfactory to such Agent, to
the effect that:
(i) The Company has been duly incorporated and is validly
existing under the laws of the State of Oregon, with corporate power
and authority to own, lease and operate its properties and conduct its
business as described in the Registration Statement and the
Prospectus;
(ii) The Company has an authorized capitalization as set forth
in the Prospectus as amended or supplemented;
(iii) To the best of such counsel's knowledge, there are no
legal or governmental proceedings pending or threatened to which the
Company is a party or of which any property of the Company is the
subject, required to be described in the Prospectus, which are not
described as required;
(iv) This Agreement and the Indenture have been duly
authorized, executed and delivered by the Company;
(v) The Securities, in the forms certified by the Company, as
of the date of such opinion, have been duly authorized by the Company,
provided, however, that such counsel may assume that the aggregate
principal amount of Securities that may be validly issued will be
reduced dollar for dollar for any other debt securities issued and
sold under the Registration Statement after the date hereof;
(vi) The issuance and sale of the Securities by the Company
pursuant to this Agreement in the forms certified by the Company as of
the date of such opinion and the performance by the Company of its
obligations under the Securities in such forms and the Indenture will
not result in the violation by the Company of its Articles of
Incorporation or Bylaws or any federal or Oregon statute, rule or
regulation (other than federal or state
15
<PAGE>
securities laws) known to such counsel to be applicable to the Company
or any order known to such counsel of any court or governmental agency
or body or in the breach of or a default under any material indenture,
note, loan, agreement, mortgage, deed of trust or other written
agreement creating, evidencing or securing indebtedness of the Company
for borrowed money or any material lease to which the Company is a
party, other than any such violations, breaches or defaults which
would not have a material adverse effect on the Company and its
subsidiaries taken as a whole and would not adversely affect the
validity of the Securities.
(vii) To the best of such counsel's knowledge, no consent,
approval, authorization or order of, or filing with, any Oregon court
or governmental agency or body is required for the solicitation of
offers to purchase Securities or the consummation of the issuance and
sale of the Securities by the Company pursuant to this Agreement and
the performance by the Company of its obligations under the Securities
and the Indenture, except such as may be required under state
securities laws in connection with the solicitation by the Agents of
offers to purchase Securities from the Company and with purchases of
Securities by an Agent as principal, as the case may be.
(viii) The Company is not an "investment company", as such term
is defined in the Investment Company Act.
(ix) The Incorporated Documents, when they were filed with the
Commission, appeared on their face to comply as to form in all
material respects with the requirements of the Exchange Act and the
rules and regulations of the Commission thereunder; it being
understood, however, that such counsel need not express any opinion
with respect to the financial statements, schedules and other
financial data included or incorporated by reference in the
Incorporated Documents. In passing upon the compliance as to form of
the Incorporated Documents, such counsel may assume that the
statements made and incorporated by reference therein are correct and
complete.
No facts came to the attention of such counsel that caused such
counsel to believe that any of the Incorporated Documents, when they
were so filed, contained an untrue statement of a material fact or
omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made when the Incorporated Documents were so filed, not
misleading; it being understood that such counsel need express no
opinion with respect to the financial statements, schedules and other
financial data included or incorporated by reference in the
Incorporated Documents.
(x) To the best of such counsel's knowledge, there are no
contracts or documents of a character required to be described in the
Registration Statement or Prospectus (or required to be filed under
the Exchange Act, if upon such filing they would be incorporated by
reference therein) or to be filed as exhibits to the Registration
Statement that are not described and filed as required.
(e) Not later than 8:00 a.m., San Francisco time, on the Commencement
Date and on each applicable date referred to in Section 4(k) hereof that is
on or prior to such Solicitation Time or Time of Delivery, as the case may
be, the independent certified public accountants who have certified the
financial statements of the Company and its subsidiaries included or
incorporated by reference in the Registration Statement shall have
furnished to such Agent a letter, dated the Commencement Date or such
applicable date, as the case may be, in form and substance satisfactory to
such Agent, to the effect set forth in Annex III hereto;
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(f) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus as amended or
supplemented prior to the date of the Pricing Supplement relating to the
Securities to be delivered at the relevant Settlement Date or Time of
Delivery any loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any
labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Prospectus as amended or
supplemented prior to the date of the Pricing Supplement relating to the
Securities to be delivered at the relevant Settlement Date or Time of
Delivery and (ii) since the respective dates as of which information is
given in the Prospectus as amended or supplemented prior to the date of the
Pricing Supplement relating to the Securities to be delivered at the
relevant Settlement Date or Time of Delivery there shall not have been any
decrease in the capital stock of the Company or any of its Significant
Subsidiaries (other than as required pursuant to any stock repurchase plan
that has been disclosed or incorporated by reference in the Prospectus) or
an increase in the consolidated long-term debt of the Company in excess of
$100 million (excluding Securities issued under the Medium-Term Note
Program established by this Agreement) or any change, or any development
involving a prospective change, in or affecting the general affairs,
management, financial position, shareholders' equity or results of
operations of the Company and its subsidiaries, otherwise than as set forth
in or contemplated by the Prospectus as amended or supplemented prior to
the date of the Pricing Supplement relating to the Securities to be
delivered at the relevant Settlement Date or Time of Delivery, as the case
may be, the effect of which, in any such case described in Clause (i) or
(ii), is in the judgment of such Agent so material and adverse as to make
it impracticable or inadvisable to proceed with the solicitation by such
Agent of offers to purchase Securities from the Company or the purchase by
such Agent of Securities from the Company as principal, as the case may be,
on the terms and in the manner contemplated in the Prospectus as amended or
supplemented prior to the date of the Pricing Supplement relating to the
Securities to be delivered at the relevant Settlement Date or Time of
Delivery;
(g) On or after the date hereof (i) no downgrading shall have
occurred in the rating accorded the Company's debt securities by any
"nationally recognized statistical rating organization", as that term is
defined by the Commission for purposes of Rule 436(g)(2) under the
Securities Act, and (ii) no such organization shall have publicly announced
that it has under surveillance or review, with possible negative
implications, its rating of any of the Company's debt securities;
(h) On or after the date hereof there shall not have occurred any of
the following: (i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange; (ii) a suspension or
material limitation in trading in the Company's securities on the New York
Stock Exchange; (iii) a general moratorium on commercial banking activities
declared by any Federal, New York State or Oregon State authorities; or
(iv) the outbreak or escalation of hostilities involving the United States
or the declaration by the United States of a national emergency or war, if
the effect of any such event specified in this Clause (iv) in the judgment
of such Agent makes it impracticable or inadvisable to proceed with the
solicitation of offers to purchase Securities or the purchase of the
Securities from the Company as principal pursuant to the applicable Terms
Agreement or otherwise, as the case may be, on the terms and in the manner
contemplated in the Prospectus;
(i) With respect to any Security denominated in a currency other than
the U.S. dollar, more than one currency or a composite currency or any
Security the principal or interest of which is indexed to such currency,
currencies or composite currency, there shall not have occurred a
suspension or material limitation in foreign exchange trading in such
currency,
17
<PAGE>
currencies or composite currency by a major international bank, a general
moratorium on commercial banking activities in the country or countries
issuing such currency, currencies or composite currency, the outbreak or
escalation of hostilities involving, the occurrence of any material adverse
change in the existing financial, political or economic conditions of, or
the declaration of war or a national emergency by, the country or countries
issuing such currency, currencies or composite currency or the imposition
or proposal of exchange controls by any governmental authority in the
country or countries issuing such currency, currencies or composite
currency; and
(j) The Company shall have furnished or caused to be furnished to
such Agent certificates of officers of the Company dated the Commencement
Date and each applicable date referred to in Section 4(l) hereof that is on
or prior to such Solicitation Time or Time of Delivery, as the case may be,
in such form and executed by such officers of the Company as shall be
satisfactory to such Agent, as to the accuracy of the representations and
warranties of the Company herein at and as of the Commencement Date or such
applicable date, as the case may be, as to the performance by the Company
of all of its obligations hereunder to be performed at or prior to the
Commencement Date or such applicable date, as the case may be, as to the
matters set forth in subsections (a) and (f) of this Section 6, and as to
such other matters as such Agent may reasonably request.
7. (a) The Company will indemnify and hold harmless each Agent against
any losses, claims, damages or liabilities, joint or several, to which such
Agent may become subject, under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus, the
Registration Statement, the Prospectus as amended or supplemented or any
other prospectus relating to the Securities, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, and will reimburse such
Agent for any legal or other expenses reasonably incurred by it in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that the Company shall not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in any Preliminary
Prospectus, the Registration Statement, the Prospectus as amended or
supplemented or any other prospectus relating to the Securities, or any
such amendment or supplement, in reliance upon and in conformity with
written information furnished to the Company by such Agent expressly for
use in the Prospectus as amended or supplemented relating to such
Securities; and provided, further, that the Company shall not be liable to
any Agent under the indemnity agreement in this subsection (a) with respect
to any Preliminary Prospectus to the extent that any such loss, claim,
damage or liability of such Agent results from the fact that such Agent
sold Securities to a person as to whom it shall be established that there
was not sent or given, at or prior to the written confirmation of such
sale, a copy of the Prospectus (excluding documents incorporated by
reference) or of the Prospectus as then amended or supplemented (excluding
documents incorporated by reference) in any case where such delivery is
required by the Securities Act if the Company has previously furnished
copies thereof in sufficient quantity to such Agent and the loss, claim,
damage or liability of such Agent results from an untrue statement or
omission of a material fact contained in the Preliminary Prospectus which
was identified in writing prior to the date of the applicable Terms
Agreement to such Agent and corrected in the Prospectus (excluding
documents incorporated by reference) or in the Prospectus as then amended
or supplemented (excluding documents incorporated by
18
<PAGE>
reference) and such correction would have cured such untrue statement or
omission of a material fact giving rise to such loss, claim, damage or
liability.
(b) Each Agent will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the Registration
Statement, the Prospectus as amended or supplemented or any other
prospectus relating to the Securities, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, in each case to the extent,
but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any Preliminary
Prospectus, the Registration Statement, the Prospectus as amended or
supplemented or any other prospectus relating to the Securities, or any
such amendment or supplement, in reliance upon and in conformity with
written information furnished to the Company by such Agent expressly for
use therein; and will reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or
defending any such action or claim as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under such subsection, notify the
indemnifying party in writing of the commencement thereof; but the omission
so to notify the indemnifying party shall not relieve it from any liability
which it may have to any indemnified party otherwise than under such
subsection. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying
party shall not be liable to such indemnified party under such subsection
for any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the written consent of the indemnified
party, effect the settlement or compromise of, or consent to the entry of
any judgment with respect to, any pending or threatened action or claim in
respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to
such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to
act, by or on behalf of any indemnified party.
(d) If the indemnification provided for in this Section 7 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the
19
<PAGE>
one hand and each Agent on the other from the offering of the Securities to
which such loss, claim, damage or liability (or action in respect thereof)
relates. If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law or if the indemnified party
failed to give the notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Company on the
one hand and each Agent on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one
hand and each Agent on the other shall be deemed to be in the same
proportion as the total net proceeds from the sale of Securities (before
deducting expenses) received by the Company bear to the total commissions
or discounts received by such Agent in respect thereof. The relative fault
shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading relates to
information supplied by the Company on the one hand or by any Agent on the
other and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The
Company and each Agent agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by per capita
allocation (even if all Agents were treated as one entity for such purpose)
or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to
above in this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), an Agent shall not be required to
contribute any amount in excess of the amount by which the total public
offering price at which the Securities purchased by or through it were sold
exceeds the amount of any damages which such Agent has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The obligations of each of the
Agents under this subsection (d) to contribute are several in proportion to
the respective purchases made by or through it to which such loss, claim,
damage or liability (or action in respect thereof) relates and are not
joint.
(e) The obligations of the Company under this Section 7 shall be in
addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls any Agent within the meaning of the Securities Act; and the
obligations of each Agent under this Section 7 shall be in addition to any
liability which such Agent may otherwise have and shall extend, upon the
same terms and conditions, to each officer and director of the Company and
to each person, if any, who controls the Company within the meaning of the
Securities Act.
8. (a) Each Agent, in soliciting offers to purchase Securities from the
Company and in performing the other obligations of such Agent hereunder
(other than in respect of any purchase by an Agent as principal, pursuant
to a Terms Agreement or otherwise), is acting solely as agent for the
Company and not as principal. Each Agent will make reasonable efforts to
assist the Company in obtaining performance by each purchaser whose offer
to purchase Securities from the Company was solicited by such Agent and has
been accepted
20
<PAGE>
by the Company, but such Agent shall not have any liability to the Company
in the event such purchase is not consummated for any reason.
(b) If the Company shall default on its obligation to deliver
Securities to a purchaser whose offer has been solicited by an Agent on an
agency basis and accepted by the Company, the Company shall (i) hold such
Agent harmless against any loss, claim or damage arising from or as a
result of such default by the Company, and (ii) notwithstanding such
default, pay to such Agent any commission to which it would be entitled in
connection with such sale.
9. The respective indemnities, agreements, representations, warranties
and other statements by any Agent and the Company set forth in or made pursuant
to this Agreement shall remain in full force and effect regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Agent or any controlling person of any Agent, or the Company, or any
officer or director or any controlling person of the Company, and shall survive
each delivery of and payment for any of the Securities.
10. The provisions of this Agreement relating to the solicitation of
offers to purchase Securities from the Company may be suspended or terminated at
any time by the Company as to any Agent or by any Agent as to such Agent upon
the giving of written notice of such suspension or termination to such Agent or
the Company, as the case may be. In the event of such suspension or termination
with respect to any Agent, (x) this Agreement shall remain in full force and
effect with respect to any Agent as to which such suspension or termination has
not occurred, (y) this Agreement shall remain in full force and effect with
respect to the rights and obligations of any party which have previously accrued
or which relate to Securities which are already issued, agreed to be issued or
the subject of a pending offer at the time of such suspension or termination and
(z) in any event, this Agreement shall remain in full force and effect insofar
as the fourth paragraph of Section 2(a), and Sections 4(d), 4(e), 5, 7, 9 and 10
hereof are concerned.
11. Except as otherwise specifically provided herein or in the
Administrative Procedure, all statements, requests, notices and advices
hereunder shall be in writing, or by telephone if promptly confirmed in writing,
and if to Goldman, Sachs & Co. shall be sufficient in all respects when
delivered or sent by facsimile transmission or registered mail to 85 Broad
Street, New York, New York 10004, Facsimile Transmission No. (212) 363-7609,
Attention: Credit Department, if to Lehman Brothers Inc. shall be sufficient in
all respects when delivered or sent by facsimile transmission or registered mail
to 3 World Financial Center, 12th Floor, New York, New York 10285-1200,
Facsimile Transmission No. (212) 528-1718, Attention: Medium-Term Note
Department, if to Merrill Lynch, Pierce, Fenner & Smith Incorporated shall be
sufficient in all respects when delivered or sent by facsimile transmission or
registered mail to World Financial Center, North Tower, New York, New York
10281, Facsimile Transmission No. (212) 449-2234, Attention: Product
Management - MTN, if to Salomon Brothers Inc shall be sufficient in all
respects when delivered or sent by facsimile transmission or registered mail to
Seven World Trade Center, New York, New York 10048, Facsimile Transmission No.
(212) 783-2274, Attention: Martha Bailey, and if to the Company shall be
sufficient in all respects when delivered or sent by facsimile transmission or
registered mail to One Bowerman Drive, Beaverton, Oregon 97005, Facsimile
Transmission No. (503) 671-6300, Attention: Chief Financial Officer, with a copy
to Gregory K. Miller, Latham & Watkins, 505 Montgomery Street, Suite 1900, San
Francisco, California 94111 (which copy shall not constitute notice).
12. This Agreement and any Terms Agreement shall be binding upon, and
inure solely to the benefit of, each Agent and the Company, and to the extent
provided in Sections 7, 8 and 9 hereof, the officers and directors of the
Company and any person who controls any Agent or the Company, and their
respective personal representatives, successors and assigns, and no other person
shall acquire or have any right under or by virtue of this Agreement or any
Terms Agreement. No
21
<PAGE>
purchaser of any of the Securities through or from any Agent hereunder shall be
deemed a successor or assign by reason merely of such purchase.
13. Time shall be of the essence in this Agreement and any Terms
Agreement. As used herein, the term "business day" shall mean any day when the
Commission's office in Washington, D.C. is open for business.
14. THIS AGREEMENT AND ANY TERMS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
15. This Agreement and any Terms Agreement may be executed by any one or
more of the parties hereto and thereto in any number of counterparts, each of
which shall be an original, but all of such respective counterparts shall
together constitute one and the same instrument.
22
<PAGE>
If the foregoing is in accordance with your understanding, please sign and
return to us seven counterparts hereof, whereupon this letter and the acceptance
by each of you thereof shall constitute a binding agreement between the Company
and each of you in accordance with its terms.
Very truly yours,
NIKE, Inc.
By:................................
Name:
Title:
Accepted as of the date hereof:
Goldman, Sachs & Co.
................................
(Goldman, Sachs & Co.)
Lehman Brothers Inc.
By: .........................
Name:
Title:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By: .........................
Name:
Title:
Salomon Brothers Inc
By: .........................
Name:
Title:
23
<PAGE>
ANNEX I
NIKE, INC.
[TITLE OF SECURITY]
TERMS AGREEMENT
---------------
.............., 19..
[GOLDMAN, SACHS & CO.,
555 CALIFORNIA STREET, SUITE 4500,
SAN FRANCISCO, CALIFORNIA 94104.]
[LEHMAN BROTHERS INC.,
WORLD FINANCIAL CENTER,
200 VESEY STREET,
NEW YORK, NEW YORK 10235]
[MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED,
101 CALIFORNIA STREET, SUITE 1200,
SAN FRANCISCO, CALIFORNIA 94111]
[SALOMON BROTHERS INC,
SEVEN WORLD TRADE CENTER,
NEW YORK, NEW YORK 10048]
Ladies and Gentlemen:
NIKE, Inc. (the "Company") proposes, subject to the terms and conditions
stated herein and in the Distribution Agreement, dated April 23, 1997 (the
"Distribution Agreement"), between the Company on the one hand and Goldman,
Sachs & Co., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Salomon Brothers Inc (the "Agents") on the other, to issue and
sell to [GOLDMAN, SACHS & CO.] [LEHMAN BROTHERS INC.] [MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED] [SALOMON BROTHERS INC] the securities specified in
the Schedule hereto (the "Purchased Securities"). Each of the provisions of the
Distribution Agreement not specifically related to the solicitation by the
Agents, as agents of the Company, of offers to purchase Securities is
incorporated herein by reference in its entirety, and shall be deemed to be part
of this Terms Agreement to the same extent as if such provisions had been set
forth in full herein. Nothing contained herein or in the Distribution Agreement
shall make any party hereto an agent of the Company or make such party subject
to the provisions therein relating to the solicitation of offers to purchase
Securities from the Company, solely by virtue of its execution of this Terms
Agreement. Each of the representations and warranties set forth therein shall
be deemed to have been made at and as of the date of this Terms Agreement,
except that each representation and warranty in Section 1 of the Distribution
Agreement which makes reference to the Prospectus shall be deemed to be a
I-1
<PAGE>
representation and warranty as of the date of the Distribution Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Terms Agreement in relation to the Prospectus as
amended and supplemented to relate to the Purchased Securities.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Purchased Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Distribution Agreement incorporated herein by reference, the Company agrees to
issue and sell to [GOLDMAN, SACHS & CO.] [LEHMAN BROTHERS INC.] [MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED] [SALOMON BROTHERS INC] and [GOLDMAN, SACHS
& CO.] [LEHMAN BROTHERS INC.] [MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED] [SALOMON BROTHERS INC] agree[S] [,SEVERALLY AND NOT JOINTLY,] to
purchase from the Company the Purchased Securities, at the time and place, in
the principal amount and at the purchase price set forth in the Schedule hereto.
I-2
<PAGE>
If the foregoing is in accordance with your understanding, please sign and
return to us [seven] counterparts hereof, and upon acceptance hereof by you this
letter and such acceptance hereof, including those provisions of the
Distribution Agreement incorporated herein by reference, shall constitute a
binding agreement between you and the Company.
NIKE, Inc.
By: ...............................
Name:
Title:
Accepted:
[............................
(GOLDMAN, SACHS & CO.)]
[LEHMAN BROTHERS INC.
BY: .........................
NAME:
TITLE: ]
[MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
BY: .........................
NAME:
TITLE: ]
[SALOMON BROTHERS INC
BY: .........................
NAME:
TITLE: ]
I-3
<PAGE>
SCHEDULE TO ANNEX I
Title of Purchased Securities:
[ %] Medium-Term Notes[, SERIES ....]
PRINCIPAL AMOUNT:
<TABLE>
<S> <C> <C>
ORIGINAL ISSUE DATE: [INTEREST RATE ____%] STATED MATURITY DATE:
INTEREST PAYMENT DATE(S) DEFAULT RATE: % RECORD DATE(S):
[_] March 1 and September 1 [_] February 15 and August
15
[_] Other: [_] Other:
REDEMPTION COMMENCEMENT INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: % PERCENTAGE
REDUCTION: %
OPTIONAL REPAYMENT [_] CHECK IF AN ORIGINAL
DATE(S): ISSUE DISCOUNT NOTE
Issue Price: %
SPECIFIED CURRENCY: AUTHORIZED DENOMINATION: EXCHANGE RATE
[_] United States dollars [_] $1,000 and integral AGENT (if other than The
First [_] Other: multiples thereof National Bank of Chicago):
[_] Other:
ADDENDUM ATTACHED OTHER/ADDITIONAL PROVISIONS:
[_] Yes
[_] No
MINIMUM INTEREST RATE: MAXIMUM INTEREST RATE: INITIAL INTEREST RESET
DATE:
INTEREST RESET PERIOD: INTEREST DETERMINATION DATE: INITIAL INTEREST RATE:
INTEREST RESET DATE(S):
SPREAD (plus or minus): SPREAD MULTIPLIER: CALCULATION AGENT (if
other than The First
National Bank of
Chicago):
</TABLE>
INTEREST CATEGORY: DAY COUNT CONVENTION:
[_] Regular Floating Rate Note [_] Actual/360 for the period
[_] Floating Rate/Fixed Rate Note from to
Fixed Rate Commencement Date: [_] Actual/Actual for the period
Fixed Interest Rate: % from to
[_] Inverse Floating Rate Note [_] 30/360 for the period
Fixed Interest Rate: % from to
I-4
<PAGE>
INTEREST RATE BASIS OR BASES:
[_] CD Rate
[_] Prime Rate
[_] Federal Funds Rate
[_] Commercial Paper Rate
[_] LIBOR:
Designated LIBOR Page
[_] Reuters Page:
[_] Telerate Page:
Index Currency:
[_] Treasury Rate
[_] CMT Rate
[_] Designated CMT Telerate Page:
[_] Designated CMT Maturity Index:
[_] Other: ]
Method of and Specified Funds for Payment of Purchase Price:
By wire transfer to a bank account specified by the Company in immediately
available funds
Time of Delivery:
Closing Location for Delivery of Securities:
Documents to be Delivered:
The following documents referred to in the Distribution Agreement shall be
delivered as a condition to the Closing:
[(1) THE OPINION OR OPINIONS OF COUNSEL TO THE AGENTS REFERRED TO IN
SECTION 4(h).]
[(2) THE OPINION OF COUNSEL TO THE COMPANY REFERRED TO IN SECTION 4(i).]
[(3) THE OPINION OF COUNSEL TO THE COMPANY REFERRED TO IN SECTION 4(j).]
[(4) THE ACCOUNTANTS' LETTER REFERRED TO IN SECTION 4(k).]
[(5) THE OFFICERS' CERTIFICATE REFERRED TO IN SECTION 4(l).]
Other Provisions (including Syndicate Provisions, if applicable):
[INSERT IF MULTIPLE AGENTS -- [1.] (a) IF ANY AGENT SHALL DEFAULT IN
ITS OBLIGATION TO PURCHASE THE SECURITIES WHICH IT HAS AGREED TO PURCHASE
PURSUANT TO THIS TERMS AGREEMENT, THE OTHER AGENTS PARTIES HERETO MAY IN
THEIR DISCRETION ARRANGE FOR THEMSELVES OR ANOTHER PARTY OR OTHER PARTIES
TO PURCHASE SUCH SECURITIES ON THE TERMS CONTAINED HEREIN AND IN THIS TERMS
AGREEMENT. IF WITHIN THIRTY-SIX HOURS AFTER SUCH DEFAULT BY ANY AGENT SUCH
OTHER AGENTS DO NOT ARRANGE FOR THE PURCHASE OF SUCH SECURITIES, THEN THE
COMPANY SHALL BE ENTITLED TO A FURTHER PERIOD OF THIRTY-SIX HOURS WITHIN
WHICH TO PROCURE ANOTHER PARTY OR OTHER PARTIES SATISFACTORY TO SUCH AGENTS
TO PURCHASE SUCH SECURITIES ON SUCH TERMS. IN THE EVENT THAT, WITHIN THE
RESPECTIVE PRESCRIBED PERIOD, SUCH AGENTS NOTIFY THE COMPANY THAT THEY HAVE
SO ARRANGED FOR THE PURCHASE OF SUCH SECURITIES, OR THE COMPANY NOTIFIES
SUCH AGENTS THAT IT HAS SO ARRANGED FOR THE PURCHASE OF SUCH SECURITIES,
THE AGENTS OR THE COMPANY SHALL HAVE THE RIGHT TO POSTPONE THE TIME OF
DELIVERY FOR SUCH SECURITIES FOR A PERIOD OF NOT MORE THAN SEVEN DAYS, IN
ORDER TO EFFECT WHATEVER CHANGES MAY THEREBY BE MADE NECESSARY IN THE
REGISTRATION STATEMENT OR THE PROSPECTUS AS AMENDED OR SUPPLEMENTED, OR IN
ANY OTHER DOCUMENTS OR ARRANGEMENTS, AND THE COMPANY AGREES TO FILE
PROMPTLY ANY AMENDMENTS OR SUPPLEMENTS TO THE
I-5
<PAGE>
REGISTRATION STATEMENT OR THE PROSPECTUS WHICH IN THE OPINION OF THE AGENTS
MAY THEREBY BE MADE NECESSARY. THE TERM "AGENT" AS USED IN THIS TERMS
AGREEMENT SHALL INCLUDE ANY PERSON SUBSTITUTED UNDER THIS SECTION WITH LIKE
EFFECT AS IF SUCH PERSON HAD ORIGINALLY BEEN A PARTY TO THIS TERMS
AGREEMENT.
(b) IF, AFTER GIVING EFFECT TO ANY ARRANGEMENTS FOR THE PURCHASE OF
THE SECURITIES OF A DEFAULTING AGENT OR AGENTS AS PROVIDED IN SUBSECTION
(a) ABOVE, THE AGGREGATE PRINCIPAL AMOUNT OF SUCH SECURITIES WHICH REMAINS
UNPURCHASED DOES NOT EXCEED ONE-ELEVENTH OF THE AGGREGATE PRINCIPAL AMOUNT
OF THE PURCHASED SECURITIES, THEN THE COMPANY SHALL HAVE THE RIGHT TO
REQUIRE EACH NON-DEFAULTING AGENT, IF ANY, TO PURCHASE THE PRINCIPAL AMOUNT
OF SECURITIES WHICH SUCH AGENT AGREED TO PURCHASE UNDER THIS TERMS
AGREEMENT AND, IN ADDITION, TO REQUIRE EACH NON-DEFAULTING AGENT HEREUNDER
TO PURCHASE ITS PRO RATA SHARE (BASED ON THE PRINCIPAL AMOUNT OF PURCHASED
SECURITIES WHICH SUCH AGENT AGREED TO PURCHASE UNDER THIS TERMS AGREEMENT)
OF THE PURCHASED SECURITIES OF SUCH DEFAULTING AGENT OR AGENTS FOR WHICH
SUCH ARRANGEMENTS HAVE NOT BEEN MADE; BUT NOTHING HEREIN SHALL RELIEVE A
DEFAULTING AGENT FROM LIABILITY FOR ITS DEFAULT.
(c) IF, AFTER GIVING EFFECT TO ANY ARRANGEMENTS FOR THE PURCHASE OF
THE SECURITIES OF A DEFAULTING AGENT OR AGENTS AS PROVIDED IN SUBSECTION
(a) ABOVE, THE AGGREGATE PRINCIPAL AMOUNT OF PURCHASED SECURITIES WHICH
REMAINS UNPURCHASED EXCEEDS ONE-ELEVENTH OF THE AGGREGATE PRINCIPAL AMOUNT
OF SUCH PURCHASED SECURITIES, AS REFERRED TO IN SUBSECTION (b) ABOVE, OR IF
THE COMPANY SHALL NOT EXERCISE THE RIGHT DESCRIBED IN SUBSECTION (b) ABOVE
TO REQUIRE NON-DEFAULTING AGENTS TO PURCHASE SECURITIES OF A DEFAULTING
AGENT OR AGENTS, THEN THIS TERMS AGREEMENT SHALL THEREUPON TERMINATE,
WITHOUT LIABILITY ON THE PART OF ANY NON-DEFAULTING AGENT OR THE COMPANY,
EXCEPT FOR THE EXPENSES TO BE BORNE BY THE COMPANY AND THE AGENTS AS
PROVIDED IN SECTION 5 OF THE DISTRIBUTION AGREEMENT AND THE INDEMNITY AND
CONTRIBUTION AGREEMENTS IN SECTION 7 THEREOF; BUT NOTHING HEREIN SHALL
RELIEVE A DEFAULTING AGENT FROM LIABILITY FOR ITS DEFAULT.]
I-6
<PAGE>
ANNEX II
NIKE, INC.
ADMINISTRATIVE PROCEDURE
------------------------
This Administrative Procedure relates to the Securities defined in the
Distribution Agreement, dated April 23, 1997 (the "Distribution Agreement"),
between NIKE, Inc. (the "Company") and Goldman, Sachs & Co., Lehman Brothers
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Brothers
Inc (together, the "Agents"), to which this Administrative Procedure is attached
as Annex II. Defined terms used herein and not defined herein shall have the
meanings given such terms in the Distribution Agreement, the Prospectus as
amended or supplemented or the Indenture.
The procedures to be followed with respect to the settlement of sales of
Securities directly by the Company to purchasers solicited by an Agent, as
agent, are set forth below. The terms and settlement details related to a
purchase of Securities by an Agent, as principal, from the Company will be set
forth in a Terms Agreement pursuant to the Distribution Agreement, unless the
Company and such Agent otherwise agree as provided in Section 2(b) of the
Distribution Agreement, in which case the procedures to be followed in respect
of the settlement of such sale will be as set forth below. An Agent, in
relation to a purchase of a Security by a purchaser solicited by such Agent, is
referred to herein as the "Selling Agent" and, in relation to a purchase of a
Security by such Agent as principal other than pursuant to a Terms Agreement, as
the "Purchasing Agent".
The Company will advise each Agent in writing of those persons with whom
such Agent is to communicate regarding offers to purchase Securities and the
related settlement details.
Each Security will be issued only in fully registered form and will be
represented by either a global security (a "Global Security") delivered to the
Trustee, as agent for The Depository Trust Company (the "Depositary") and
recorded in the book-entry system maintained by the Depositary (a "Book-Entry
Security") or a certificate issued in definitive form (a "Certificated
Security") delivered to a person designated by an Agent, as set forth in the
applicable Pricing Supplement. An owner of a Book-Entry Security will not be
entitled to receive a certificate representing such a Security, except as
provided in the Indenture.
Book-Entry Securities will be issued in accordance with the Administrative
Procedure set forth in Part I hereof, and Certificated Securities will be issued
in accordance with the Administrative Procedure set forth in Part II hereof.
PART I: ADMINISTRATIVE PROCEDURE FOR BOOK-ENTRY SECURITIES
- ------------------------------------------------------------
In connection with the qualification of the Book-Entry Securities for
eligibility in the book-entry system maintained by the Depositary, the Trustee
will perform the custodial, document control and administrative functions
described below, in accordance with its respective obligations under a Letter of
Representation from the Company and the Trustee to the Depositary, and a Medium-
Term Note Certificate Agreement between the Trustee and the Depositary (the
"Certificate Agreement"), and its obligations as a participant in the
Depositary, including the Depositary's Same-Day Funds Settlement System
("SDFS").
II-1
<PAGE>
Posting Rates by the Company:
The Company and the Agents will discuss from time to time the rates of
interest per annum to be borne by and the maturity of Book-Entry Securities that
may be sold as a result of the solicitation of offers by an Agent. The Company
may establish a fixed set of interest rates and maturities for an offering
period ("posting"). If the Company decides to change already posted rates, it
will promptly advise the Agents to suspend solicitation of offers until the new
posted rates have been established with the Agents.
Acceptance of Offers by the Company:
Each Agent will promptly advise the Company by telephone or other
appropriate means of all reasonable offers to purchase Book-Entry Securities,
other than those rejected by such Agent. Each Agent may, in its discretion
reasonably exercised, reject any offer received by it in whole or in part. Each
Agent also may make offers to the Company to purchase Book-Entry Securities as a
Purchasing Agent. The Company will have the sole right to accept offers to
purchase Book-Entry Securities and may reject any such offer in whole or in
part.
The Company will promptly notify the Agent or Purchasing Agent, as the case
may be, of its acceptance or rejection of an offer to purchase Book-Entry
Securities. If the Company accepts an offer to purchase Book-Entry Securities,
it will confirm such acceptance in writing to the Selling Agent or Purchasing
Agent, as the case may be, and the Trustee.
Communication of Sale Information to the Company by Agent and Settlement
Procedures:
A. After the acceptance of an offer by the Company, the Selling Agent or
Purchasing Agent, as the case may be, will communicate promptly, but in no event
later than the time set forth under "Settlement Procedure Timetable" below, the
following details of the terms of such offer (the "Sale Information") to the
Company by telephone (confirmed in writing) or by facsimile transmission or
other acceptable written means:
(1) Principal Amount of Book-Entry Securities to be purchased;
(2) Original Issue Date;
(3) If a Fixed Rate Book-Entry Security, the interest rate;
(4) Stated Maturity;
(5) Interest Payment Date(s);
(6) Default Rate;
(7) Record Date(s);
(8) If a redeemable Book-Entry Security, such of the following as are
applicable:
(i) Redemption Commencement Date,
(ii) Initial Redemption Percentage, and
(iii) Annual Redemption Percentage Reduction;
(9) Optional Repayment Dates, if any;
(10) If such Securities are to be issued as Original Issue Discount
Securities, the Issue Price;
(11) Specified Currency and, if the Specified Currency is other than
U.S. dollars, the Exchange Rate Agent (it being understood that
currently the Depositary accepts deposits of Global Securities
denominated in U.S. dollars only);
(12) Authorized Denominations;
II-2
<PAGE>
(13) If a Floating Rate Book-Entry Security, such of the following as
are applicable:
(i) Minimum Interest Rate,
(ii) Maximum Interest Rate,
(iii) Initial Interest Reset Date,
(iv) Interest Reset Period,
(v) Interest Determination Date,
(vi) Interest Reset Date(s),
(vii) Initial Interest Rate,
(viii) Spread and/or Spread Multiplier,
(ix) Calculation Agent,
(x) Interest Category, indicating whether such Securities are:
(a) Regular Floating Rate Securities,
(b) Floating Rate/Fixed Rate Securities (in which case
the Fixed Rate Commencement Date and the Fixed
Interest Rate shall be specified, or
(c) Inverse Floating Rate Securities (in which case the
Fixed Interest Rate shall be specified);
(xi) Day Count Convention, indicating one of the following
(including the applicable period):
(a) Actual/360,
(b) Actual/Actual, or
(c) 30/360;
(xii) Interest Rate Basis or Bases, which may include:
(a) CD Rate,
(b) Prime Rate,
(c) Federal Funds Rate,
(d) Commercial Paper Rate,
(e) LIBOR, in which case either Reuters Page or Telerate
Page shall be indicated, as well as the Index
Currency,
(f) Treasury Rate,
(g) CMT Rate, in which case the Designated CMT Telerate
Page or the Designated CMT Maturity Index shall be
indicated, or
(h) Other;
(14) Name, address and taxpayer identification number of the
registered owner(s);
(15) Denomination of certificates to be delivered at settlement;
(16) Selling Agent or Purchasing Agent.
(17) Selling Agent's commission or Purchasing Agent's discount, as the
case may be;
II-3
<PAGE>
(18) Net Proceeds to the Company.
B. After receiving the Sale Information from the Selling Agent or
Purchasing Agent, as the case may be, the Company will communicate such Sale
Information to the Trustee by facsimile transmission or other acceptable written
means. The Trustee will assign a CUSIP number to the Global Security from a
list of CUSIP numbers previously delivered to the Trustee by the Company
representing such Book-Entry Security and then advise the Company and the
Selling Agent or Purchasing Agent, as the case may be, of such CUSIP number.
C. The Trustee will enter a pending deposit message through the
Depositary's Participant Terminal System, providing the following settlement
information to the Depositary, and the Depositary shall forward such information
to such Agent and Standard & Poor's Corporation:
(14) The applicable Sale Information;
(15) CUSIP number of the Global Security representing such Book-Entry
Security;
(16) Whether such Global Security will represent any other Book-Entry
Security (to the extent known at such time);
(17) Number of the participant account maintained by the Depositary
on behalf of the Selling Agent or Purchasing Agent, as the case
may be;
(18) The interest payment period; and
(19) Initial Interest Payment Date for such Book-Entry Security,
number of days by which such date succeeds the record date for
the Depositary's purposes (which in the case of Floating Rate
Securities which reset weekly shall be the date five calendar
days immediately preceding the applicable Interest Payment Date
and in the case of all other Book-Entry Securities shall be the
Regular Record Date, as defined in the Security) and, if
calculable at that time, the amount of interest payable on such
Interest Payment Date.
D. The Trustee will complete and authenticate the Global Security
previously delivered by the Company representing such Book-Entry Security.
E. The Depositary will credit such Book-Entry Security to the Trustee's
participant account at the Depositary.
F. The Trustee will enter an SDFS deliver order through the Depositary's
Participant Terminal System instructing the Depositary to (i) debit such Book-
Entry Security to the Trustee's participant account and credit such Book-Entry
Security to such Agent's participant account and (ii) debit such Agent's
settlement account and credit the Trustee's settlement account for an amount
equal to the price of such Book-Entry Security less such Agent's commission.
The entry of such a deliver order shall constitute a representation and warranty
by the Trustee to the Depositary that (a) the Global Security representing such
Book-Entry Security has been issued and authenticated and (b) the Trustee is
holding such Global Security pursuant to the Certificate Agreement.
G. Such Agent will enter an SDFS deliver order through the Depositary's
Participant Terminal System instructing the Depositary (i) to debit such Book-
Entry Security to such Agent's participant account and credit such Book-Entry
Security to the participant accounts of the Participants with respect to such
Book-Entry Security and (ii) to debit the settlement accounts of such
Participants and credit the settlement account of such Agent for an amount equal
to the price of such Book-Entry Security.
II-4
<PAGE>
H. Transfers of funds in accordance with SDFS deliver orders described in
Settlement Procedures "F" and "G" will be settled in accordance with SDFS
operating procedures in effect on the settlement date.
I. Upon confirmation of receipt of funds, the Trustee will transfer to
such account as the Company may have previously specified to the Trustee, funds
available for immediate use in the amount transferred to the Trustee in
accordance with Settlement Procedure "F".
J. Upon request, the Trustee will send to the Company a statement setting
forth the principal amount of Book-Entry Securities outstanding as of that date
under the Indenture.
K. Such Agent will confirm the purchase of such Book-Entry Security to
the purchaser either by transmitting to the Participants with respect to such
Book-Entry Security a confirmation order or orders through the Depositary's
institutional delivery system or by mailing a written confirmation to such
purchaser.
L. The Depositary will, at any time, upon request of the Company or the
Trustee, promptly furnish to the Company or the Trustee a list of the names and
addresses of the participants for whom the Depositary has credited Book-Entry
Securities.
Preparation of Pricing Supplement:
If the Company accepts an offer to purchase a Book-Entry Security, it will
prepare a Pricing Supplement reflecting the terms of such Book-Entry Security
and arrange to have delivered to the Selling Agent or Purchasing Agent, as the
case may be, at least ten copies of such Pricing Supplement, not later than
10:00 a.m., New York City time, on the Business Day following the Trade Date (as
defined below), or if the Company and the purchaser agree to settlement on the
Business Day following the date of acceptance of such offer, not later than
noon, New York City time, on such date. The Company will arrange to have the
Pricing Supplement filed with the Commission not later than the close of
business of the Commission on the fifth Business Day following the date on which
such Pricing Supplement is first used.
Delivery of Confirmation and Prospectus to Purchaser by Selling Agent:
The Selling Agent will deliver to the purchaser of a Book-Entry Security a
written confirmation of the sale and delivery and payment instructions. In
addition, the Selling Agent will deliver to such purchaser or its agent the
Prospectus as amended or supplemented (including the Pricing Supplement) in
relation to such Book-Entry Security prior to or together with the earlier of
the delivery to such purchaser or its agent of (a) the confirmation of sale or
(b) the Book-Entry Security.
Date of Settlement:
The receipt by the Company of immediately available funds in payment for a
Book-Entry Security and the authentication and issuance of the Global Security
representing such Book-Entry Security shall constitute "settlement" with respect
to such Book-Entry Security. All orders of Book-Entry Securities solicited by a
Selling Agent or made by a Purchasing Agent and accepted by the Company on a
particular date (the "Trade Date") will be settled on a date (the "Settlement
Date") which is the third Business Day after the Trade Date pursuant to the
"Settlement Procedure Timetable" set forth below, unless the Company and the
purchaser agree to settlement on another Business Day which shall be no earlier
than the next Business Day after the Trade Date.
II-5
<PAGE>
Settlement Procedure Timetable:
For orders of Book-Entry Securities solicited by a Selling Agent and
accepted by the Company for settlement on the third Business Day after the Trade
Date, Settlement Procedures "A" through "I" set forth above shall be completed
as soon as possible but not later than the respective times (New York City time)
set forth below:
SETTLEMENT
PROCEDURE TIME
- ---------- ----
A 10:00 a.m. on the Business Day following the Trade Date
B 12:00 noon on the second Business Day immediately preceding
the Settlement Date
C 2:00 p.m. on the second Business Day immediately preceding
the Settlement Date
D 9:00 a.m. on the Settlement Date
E 10:00 a.m. on the Settlement Date
F-G 2:00 p.m. on the Settlement Date
H 4:45 p.m. on the Settlement Date
I 5:00 p.m. on the Settlement Date
If the initial interest rate for a Floating Rate Book-Entry Security has
not been determined at the time that Settlement Procedure "A" is completed,
Settlement Procedures "B" and "C" shall be completed as soon as such rate has
been determined but no later than 2:00 p.m. on the second Business Day
immediately preceding the Settlement Date. Settlement Procedure "H" is subject
to extension in accordance with any extension of Fedwire closing deadlines and
in the other events specified in the SDFS operating procedures in effect on the
Settlement Date.
If settlement of a Book-Entry Security is rescheduled or canceled, the
Trustee, upon obtaining knowledge thereof, will deliver to the Depositary,
through the Depositary's Participation Terminal System, a cancellation message
to such effect by no later than 2:00 p.m. on the Business Day immediately
preceding the scheduled Settlement Date.
Failure to Settle:
If the Trustee fails to enter an SDFS deliver order with respect to a Book-
Entry Security pursuant to Settlement Procedure "F", the Trustee may deliver to
the Depositary, through the Depositary's Participant Terminal System, as soon as
practicable a withdrawal message instructing the Depositary to debit such Book-
Entry Security to the Trustee's participant account, provided that the Trustee's
participant account contains a principal amount of the Global Security
representing such Book-Entry Security that is at least equal to the principal
amount to be debited. If a withdrawal message is processed with respect to all
the Book-Entry Securities represented by a Global Security, the Trustee will
mark such Global Security "canceled", make appropriate entries in the Trustee's
records and send such canceled Global Security to the Company. The CUSIP number
assigned to such Global Security shall, in accordance with CUSIP Service Bureau
procedures, be canceled and not immediately reassigned. If a withdrawal message
is processed with respect to one or more, but not all, of the Book-Entry
Securities represented by a Global Security, the Trustee will exchange such
Global Security for two Global Securities, one of which shall represent such
Book-Entry Security or Securities and shall be canceled immediately after
issuance and the other of which shall represent
II-6
<PAGE>
the remaining Book-Entry Securities previously represented by the surrendered
Global Security and shall bear the CUSIP number of the surrendered Global
Security.
If the purchase price for any Book-Entry Security is not timely paid to the
participants with respect to such Book-Entry Security by the beneficial
purchaser thereof (or a person, including an indirect participant in the
Depositary, acting on behalf of such purchaser), such participants and, in turn,
the Agent for such Book-Entry Security may enter deliver orders through the
Depositary's Participant Terminal System debiting such Book-Entry Security to
such participant's account and crediting such Book-Entry Security to such
Agent's account and then debiting such Book-Entry Security to such Agent's
participant account and crediting such Book-Entry Security to the Trustee's
participant account and shall notify the Company and the Trustee thereof.
Thereafter, the Trustee will (i) immediately notify the Company of such order
and the Company shall transfer to such Agent funds available for immediate use
in an amount equal to the price of such Book-Entry Security which was credited
to the account of the Company maintained at the Trustee in accordance with
Settlement Procedure I, and (ii) deliver the withdrawal message and take the
related actions described in the preceding paragraph. If such failure shall
have occurred for any reason other than default by the applicable Agent to
perform its obligations hereunder or under the Distribution Agreement, the
Company will reimburse such Agent on an equitable basis for the loss of its use
of funds during the period when the funds were credited to the account of the
Company.
Notwithstanding the foregoing, upon any failure to settle with respect to a
Book-Entry Security, the Depositary may take any actions in accordance with its
SDFS operating procedures then in effect. In the event of a failure to settle
with respect to one or more, but not all, of the Book-Entry Securities to have
been represented by a Global Security, the Trustee will provide, in accordance
with Settlement Procedure "D", for the authentication and issuance of a Global
Security representing the other Book-Entry Securities to have been represented
by such Global Security and will make appropriate entries in its records. The
Company will, from time to time, furnish the Trustee with a sufficient quantity
of Securities.
PART II: ADMINISTRATIVE PROCEDURE FOR CERTIFICATED SECURITIES
- --------------------------------------------------------------
Posting Rates by Company:
The Company and the Agents will discuss from time to time the rates of
interest per annum to be borne by and the maturity of Certificated Securities
that may be sold as a result of the solicitation of offers by an Agent. The
Company may establish a fixed set of interest rates and maturities for an
offering period ("posting"). If the Company decides to change already posted
rates, it will promptly advise the Agents to suspend solicitation of offers
until the new posted rates have been established with the Agents.
Acceptance of Offers by Company:
Each Agent will promptly advise the Company by telephone or other
appropriate means of all reasonable offers to purchase Certificated Securities,
other than those rejected by such Agent. Each Agent may, in its discretion
reasonably exercised, reject any offer received by it in whole or in part. Each
Agent also may make offers to the Company to purchase Certificated Securities as
a Purchasing Agent. The Company will have the sole right to accept offers to
purchase Certificated Securities and may reject any such offer in whole or in
part.
The Company will promptly notify the Selling Agent or Purchasing
Agent, as the case may be, of its acceptance or rejection of an
offer to purchase Certificated Securities. If the Company accepts an
offer to purchase Certificated Securities, it will confirm such
acceptance in writing to the Selling Agent or Purchasing Agent, as the case may
be, and the Trustee.
II-7
<PAGE>
Communication of Sale Information to Company by Agent:
After the acceptance of an offer by the Company, the Selling Agent or
Purchasing Agent, as the case may be, will communicate the following details of
the terms of such offer (the "Sale Information") to the Company by telephone
(confirmed in writing) or by facsimile transmission or other acceptable written
means:
(20) Principal Amount of Certificated Securities to be purchased;
(21) Original Issue Date;
(22) If a Fixed Rate Certificated Security, the interest rate;
(23) Stated Maturity;
(24) Interest Payment Date(s);
(25) Default Rate;
(26) Record Date(s);
(27) If a redeemable Certificated Security, such of the following as are
applicable:
(i) Redemption Commencement Date,
(ii) Initial Redemption Percentage, and
(iii) Annual Redemption Percentage Reduction;
(28) Optional Repayment Dates, if any;
(29) If such Securities are to be issued as Original Issue Discount
Securities, the Issue Price;
(30) Specified Currency and, if the Specified Currency is other than U.S.
dollars, the Exchange Rate Agent (it being understood that currently
the Depositary accepts deposits of Global Securities denominated in
U.S. dollars only);
(31) Authorized Denominations;
(32) If a Floating Rate Certificated Security, such of the following as are
applicable:
(i) Minimum Interest Rate,
(ii) Maximum Interest Rate,
(iii) Initial Interest Reset Date,
(iv) Interest Reset Period,
(v) Interest Determination Date,
(vi) Interest Reset Date(s),
(vii) Initial Interest Rate,
(viii) Spread and/or Spread Multiplier,
(ix) Calculation Agent,
(x) Interest Category, indicating whether such Securities are:
(a) Regular Floating Rate Securities,
(b) Floating Rate/Fixed Rate Securities (in which case the
Fixed Rate Commencement Date and the Fixed Interest Rate
shall be specified) or
II-8
<PAGE>
(c) Inverse Floating Rate Securities (in which case the Fixed
Interest Rate shall be specified);
(xi) Day Count Convention, indicating one of the following
(including the applicable period):
(a) Actual/360,
(b) Actual/Actual, or
(c) 30/360;
(xii) Interest Rate Basis or Bases, which may include:
(a) CD Rate,
(b) Prime Rate,
(c) Federal Funds Rate,
(d) Commercial Paper Rate,
(e) LIBOR, in which case either Reuters Page or Telerate Page
shall be indicated, as well as the Index Currency,
(f) Treasury Rate,
(g) CMT Rate, in which case the Designated CMT Telerate Page
or the Designated CMT Maturity Index shall be indicated,
or
(h) Other;
(14) Name, address and taxpayer identification number of the registered
owner(s);
(15) Denomination of certificates to be delivered at settlement;
(16) Selling Agent or Purchasing Agent.
(17) Selling Agent's commission or Purchasing Agent's discount, as
the case may be;
(18) Net Proceeds to the Company.
Preparation of Pricing Supplement by Company:
If the Company accepts an offer to purchase a Certificated Security,
it will prepare a Pricing Supplement reflecting the terms of such Certificated
Security and arrange to have delivered to the Selling Agent or Purchasing Agent,
as the case may be, at least ten copies of such Pricing Supplement, not later
than 10:00 a.m., New York City time, on the Business Day following the Trade
Date, or if the Company and the purchaser agree to settlement on the date of
acceptance of such offer, not later than noon, New York City time, on such date.
The Company will arrange to have the Pricing Supplement filed with the
Commission not later than the close of business of the Commission on the fifth
Business Day following the date on which such Pricing Supplement is first used.
Delivery of Confirmation and Prospectus to Purchaser by Selling Agent:
The Selling Agent will deliver to the purchaser of a Certificated Security
a written confirmation of the sale and delivery and payment instructions. In
addition, the Selling Agent will deliver to such purchaser or its agent the
Prospectus as amended or supplemented (including the Pricing Supplement) in
relation to such Certificated Security prior to or together with the earlier of
the delivery to such purchaser or its agent of (a) the confirmation of sale or
(b) the Certificated Security.
II-9
<PAGE>
Date of Settlement:
All offers of Certificated Securities solicited by a Selling Agent or made
by a Purchasing Agent and accepted by the Company will be settled on a date (the
"Settlement Date") which is the third Business Day after the date of acceptance
of such offer, unless the Company and the purchaser agree to settlement (a) on
another Business Day after the acceptance of such offer or (b) with respect to
an offer accepted by the Company prior to 10:00 a.m., New York City time, on the
date of such acceptance.
Instruction from Company to Trustee for Preparation of Certificated Securities:
After receiving the Sale Information from the Selling Agent or Purchasing
Agent, as the case may be, the Company will communicate such Sale Information to
the Trustee by telephone (confirmed in writing) or by facsimile transmission or
other acceptable written means.
The Company will instruct the Trustee by facsimile transmission or other
acceptable written means to authenticate and deliver the Certificated Securities
no later than 2:15 p.m., New York City time, on the Settlement Date. Such
instruction will be given by the Company prior to 3:00 p.m., New York City time,
on the Business Day immediately preceding the Settlement Date unless the
Settlement Date is the date of acceptance by the Company of the offer to
purchase Certificated Securities in which case such instruction will be given by
the Company by 11:00 a.m., New York City time.
Preparation and Delivery of Certificated Securities by Trustee and Receipt of
Payment Therefor:
The Trustee will prepare each Certificated Security and appropriate
receipts that will serve as the documentary control of the transaction.
In the case of a sale of Certificated Securities to a purchaser solicited
by a Selling Agent, the Trustee will, by 2:15 p.m., New York City time, on the
Settlement Date, deliver the Certificated Securities to the Selling Agent for
the benefit of the purchaser of such Certificated Securities against delivery by
the Selling Agent of a receipt therefor. On the Settlement Date the Selling
Agent will deliver payment for such Certificated Securities in immediately
available funds to the Company in an amount equal to the issue price of the
Certificated Securities less the Selling Agent's commission; provided that the
Selling Agent reserves the right to withhold payment for which it has not
received funds from the purchaser. The Company shall not use any proceeds
advanced by a Selling Agent to acquire securities.
In the case of a sale of Certificated Securities to a Purchasing Agent, the
Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver
the Certificated Securities to the Purchasing Agent against delivery of payment
for such Certificated Securities in immediately available funds to the Company
in an amount equal to the issue price of the Certificated Securities less the
Purchasing Agent's discount.
Failure of Purchaser to Pay Selling Agent:
If a purchaser (other than a Purchasing Agent) fails to make payment to the
Selling Agent for a Certificated Security, the Selling Agent will promptly
notify the Trustee and the Company thereof by telephone (confirmed in writing)
or by facsimile transmission or other acceptable written means. The Selling
Agent will immediately return the Certificated Security to the Trustee.
Immediately upon receipt of such Certificated Security by the Trustee, the
Company will return to the Selling Agent an amount equal to the amount
previously paid to the Company in respect of such Certificated Security. The
Company will reimburse the Selling Agent on an equitable basis for its loss of
the use of funds during the period when they were credited to the account of the
Company.
II-10
<PAGE>
The Trustee will cancel the Certificated Security in respect of which the
failure occurred, make appropriate entries in its records and, unless otherwise
instructed by the Company, destroy the Certificated Security.
II-11
<PAGE>
EXHIBIT 4.1
NIKE, INC. OFFICERS' CERTIFICATE PURSUANT TO
SECTIONS 2.2 AND 10.4 OF THE INDENTURE
Robert S. Falcone and Lindsay D. Stewart do hereby certify that they are
the Vice President and Chief Financial Officer, and Vice President and Assistant
Secretary, respectively, of NIKE, Inc., an Oregon corporation (the "Company")
and do further certify, pursuant to resolutions of the Board of Directors of the
Company adopted on June 14, 1996 (the "June Board Resolutions") and September
16, 1996 (the "September Board Resolutions") and resolutions of the Executive
Committee of the Company adopted by written consent on November 8, 1996 (the
"Executive Committee Resolutions") (collectively, the "Resolutions"), pursuant
to Sections 2.2 and 10.4 of the Indenture (the "Indenture") dated as of December
13, 1996 between the Company and The First National Bank of Chicago, as trustee
(the "Trustee"), as follows:
(a) Attached hereto as Annex A is a true and correct copy of a
-------
specimen of the Company's Fixed Rate Medium-Term Notes (the "Fixed Rate
Notes"); and attached hereto as Annex B is a true and correct copy of a
-------
specimen of the Company's Floating Rate Medium-Term Notes (the "Floating
Rate Notes", and together with the Fixed Rate Notes, the "Notes").
(b) The Specified Currency, Authorized Denomination, Index Currency,
Principal Amount, Default Rate, Original Issue Date, Stated Maturity,
Redemption Commencement Date, if any, Initial Redemption Percentage, if
any, Annual Redemption Percentage Reduction, if any, and Optional Repayment
Date or Dates, if any, Original Issue Discount, if applicable, and, in the
case of Fixed Rate Notes and Floating Rate/Fixed Rate Notes, the Interest
Rate, the Interest Payment Date or Dates (if other than March 1 and
September 1 of each year), the Record Date or Dates (if other than February
15 and August 15 of each year), the Exchange Rate Agent (if other than the
Trustee) and any other applicable terms that may be specified with respect
to any Fixed Rate Note or any Floating Rate/Fixed Rate Note pursuant to the
terms thereof, and, in the case of Floating Rate Notes and Floating
Rate/Fixed Rate Notes, the Interest Rate Basis or Bases, the Index Maturity
(if applicable), the Initial Interest Rate, the Maximum Interest Rate, if
any, the Minimum Interest Rate, if any, the Interest Payment Date or Dates,
the Regular Record Date or Dates, the Initial Interest Reset Date, the
Interest Reset Date or Dates, the Interest Reset Period, the Interest
Determination Date, the Spread and/or Spread Multiplier, if any, the
Interest Category, the Day Count Covention, the Calculation Agent and the
Exchange Rate Agent (if other than the Trustee) and any other applicable
terms that may be specified with respect to any Floating Rate Note or any
Floating Rate/Fixed Rate Note, shall be determined by any one of the
officers of the Company listed in Attachment A hereto (each a "Designated
------------
Officer"), and such terms shall be set forth in the applicable Note.
(c) Each of the Designated Officers and the persons listed in
Attachment B hereto is hereby authorized to communicate, from time to time
------------
through the use of facsimile transmission or by telephone (immediately
confirmed in writing at any time
<PAGE>
on the same date), the foregoing terms of any Note and any additional terms
of forms of Notes permissible under the Indenture and any other
instructions related thereto to the Trustee or any authenticating agent or
paying agent regarding the completion and delivery of such Note.
(d) The Trustee and any authenticating agent and paying agent shall
be entitled to rely on the information provided to it or them in accordance
with paragraphs (b) and (c) above until such time as the Trustee and such
authenticating agent and paying agent receive a subsequent certificate from
the Company deleting or amending any of the information set forth therein.
(e) The Fixed Rate Notes and the Floating Rate Notes, when completed
as contemplated by paragraphs (b) and (c) above, will set forth the terms
required to be set forth in this certificate pursuant to Section 2.2 of the
Indenture, and said terms are incorporated herein by reference.
(f) Attached hereto as Annex C are true and correct copies of the
-------
Resolutions.
(g) Attached hereto as Annex D are true copies of the letters
-------
addressed to the Trustee entitling the Trustee to rely on the Opinions of
Counsel attached thereto, which Opinions relate to the Notes and comply
with Section 10.4(b) of the Indenture.
(h) Each of the undersigned has reviewed the provisions of the
Indenture, including the covenants and conditions precedent pertaining to
the issuance of the Notes.
(i) In connection with this certificate each of the undersigned has
examined documents, corporate records and certificates and has spoken with
other officers of the Company.
(j) Each of the undersigned has made such examination and
investigation as is necessary to enable him to express an informed opinion
as to whether or not the covenants and conditions precedent of the
Indenture pertaining to the issuance of the Notes have been complied with.
(k) In our opinion all of the covenants and conditions precedent
provided for in the Indenture for the issuance of the Notes have been
complied with.
Capitalized terms used herein that are not otherwise defined shall
have the meanings ascribed thereto in the Indenture or the Notes, as the case
may be.
2
<PAGE>
IN WITNESS WHEREOF, each of the undersigned officers has executed
this certificate this 23rd day of April 1997.
_____________________________________
Name: Robert S. Falcone
Title: Vice President and
Chief Financial Officer
_____________________________________
Name: Lindsay D. Stewart
Title: Vice President and
Assistant Secretary
<PAGE>
ATTACHMENT A
TO OFFICERS' CERTIFICATE
PURSUANT TO SECTIONS 2.2 AND 10.4 OF THE INDENTURE
The Designated Officers referred to in paragraph (b) of the above-
referenced Officers' Certificate shall be as follows:
Title Specimen Signature
----- ------------------
Robert S. Falcone Vice President and Chief
Financial Officer _____________________
Lindsay D. Stewart Vice President and
Assistant Secretary _____________________
Marcia A. Stilwell Treasurer _____________________
<PAGE>
ATTACHMENT B
------------
TO OFFICERS' CERTIFICATE
PURSUANT TO SECTIONS 2.2 AND 10.4 OF THE INDENTURE
Title Specimen Signature
----- ------------------
Marcia A. Stilwell Treasurer _____________________
Bob W. Woodruff Director, Global Cash
and Banking _____________________
<PAGE>
EXHIBIT 4.2
[FACE OF NOTE]
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (THE "DEPOSITARY") OR A NOMINEE THEREOF. THIS NOTE IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY./1/
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN./2/
REGISTERED CUSIP No.: PRINCIPAL AMOUNT:
No. FXR-___ ________ ________________
NIKE, INC.
MEDIUM-TERM NOTE
(Fixed Rate)
<TABLE>
<S> <C> <C>
ORIGINAL ISSUE DATE: INTEREST RATE: % STATED MATURITY:
INTEREST PAYMENT DATE(S): RECORD DATE(S): DEFAULT RATE: %
[_] March 1 and September 1 [_] February 15 and August 15
[_] Other: [_] Other:
REDEMPTION COMMENCEMENT INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: % PERCENTAGE
REDUCTION: %
OPTIONAL REPAYMENT [_] CHECK IF AN ORIGINAL
DATE(S): ISSUE DISCOUNT NOTE
Issue Price: %
SPECIFIED CURRENCY: AUTHORIZED DENOMINATION: EXCHANGE RATE
[_] United States dollars [_] $1,000 and integral AGENT (if other than The First
multiples thereof National Bank of Chicago):
[_] Other: [_] Other:
</TABLE>
- ------------
/1/ This paragraph applies to global Notes only.
/2/ This paragraph applies to global Notes only.
<PAGE>
ADDENDUM ATTACHED: OTHER/ADDITIONAL PROVISIONS:
[_] Yes
[_] No
<PAGE>
NIKE, INC., an Oregon corporation (the "Company", which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to , or
registered assigns, the principal sum of , on the Stated
Maturity specified above (or any Redemption Date or Repayment Date, each as
defined on the reverse hereof) (each such Stated Maturity, Redemption Date or
Repayment Date being hereinafter referred to as the "Maturity Date" with respect
to the principal repayable on such date) and to pay interest thereon, at the
Interest Rate per annum specified above, until the principal hereof is paid or
duly made available for payment, and (to the extent that the payment of such
interest shall be legally enforceable) at the Default Rate per annum specified
above on any overdue principal, premium and/or interest. The Company will pay
interest in arrears on each Interest Payment Date, if any, specified above
(each, an "Interest Payment Date"), commencing with the first Interest Payment
Date next succeeding the Original Issue Date specified above, and on the
Maturity Date; provided, however, that if the Original Issue Date occurs between
a Record Date (as defined below) and the next succeeding Interest Payment Date,
interest payments will commence on the second Interest Payment Date next
succeeding the Original Issue Date to the registered holder of this Note (the
"Holder") on the Record Date with respect to such second Interest Payment Date.
Interest on this Note will be computed on the basis of a 360-day year of twelve
30-day months.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions".
Interest on this Note will accrue from and including the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from and including the Original Issue Date if no interest has been paid
or duly provided for) to but excluding the applicable Interest Payment Date or
the Maturity Date, as the case may be (each, an "Interest Period"). The
interest so payable and punctually paid or duly provided for on any Interest
Payment Date will, subject to certain exceptions described herein, be paid to
the person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the fifteenth day (whether or not a
Business Day, as defined below) of the month immediately preceding such Interest
Payment Date (the "Record Date"); provided, however, that interest payable on
the Maturity Date will be payable to the person to whom the principal hereof and
premium, if any, hereon shall be payable. Any such interest not so punctually
paid or duly provided for ("Defaulted Interest") will forthwith cease to be
payable to the Holder on any Record Date, and shall be paid to the person in
whose name this Note is registered at the close of business on a special record
date (the "Special Record Date") for the payment of such Defaulted Interest to
be fixed by the Trustee (as defined on the reverse hereof), notice whereof shall
be given to the Holder of this Note by the Trustee not less than 10 calendar
days prior to such Special Record Date or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which this Note may be listed, and upon such notice as may be required by
such exchange, all as more fully provided for in the Indenture.
Payment of principal, premium, if any, and interest in respect of this
Note due on the Maturity Date will be made in immediately available funds upon
presentation and surrender of this Note (and, with respect to any applicable
repayment of this Note, a duly completed election form as contemplated on the
reverse hereof) at the corporate trust office of the Trustee ("Corporate Trust
Office") at One First National Plaza, Suite 0126, Chicago, Illinois 60670-0126
or at its trust office maintained for that purpose ("New York Window") in the
Borough of Manhattan, The City of New York, currently located at c/o First
Chicago Trust Company of New York, 14 Wall Street, 8th Floor, New York, N.Y.
10005, or at such other paying agency in the Borough of Manhattan, The City of
New York, as the Company may determine; provided, however, that if such payment
is to be made in a Specified Currency other than United States dollars as set
forth below, such payment will be made by wire transfer of immediately available
funds to an account with a bank designated by the Holder hereof at least 15
calendar days prior to the Maturity Date, provided that such bank has
appropriate facilities therefor and that this Note (and, if applicable, a duly
completed repayment election form) is presented and surrendered at the
aforementioned office of the Trustee in time for the Trustee to make such
payment in such funds in accordance with its normal procedures. Payment of
interest due on any
2
<PAGE>
Interest Payment Date other than the Maturity Date will be made by check mailed
to the address of the person entitled thereto as such address shall appear in
the Security Register maintained at the aforementioned office of the Trustee;
provided, however, that a holder of U.S.$10,000,000 (or, if the Specified
Currency specified above is other than United States dollars, the equivalent
thereof in the Specified Currency) or more in aggregate principal amount of
Notes (whether having identical or different terms and provisions) will be
entitled to receive interest payments on such Interest Payment Date by wire
transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not less than 15
calendar days prior to such Interest Payment Date. Any such wire transfer
instructions received by the Trustee shall remain in effect until revoked by
such Holder.
If any Interest Payment Date or the Maturity Date falls on a day that
is not a Business Day, the required payment of principal, premium, if any,
and/or interest shall be made on the next succeeding Business Day with the same
force and effect as if made on the date such payment was due, and no interest
shall accrue with respect to such payment for the period from and after such
Interest Payment Date or the Maturity Date, as the case may be, to the date of
such payment on the next succeeding Business Day.
As used herein, "Business Day" means any day except a Saturday, Sunday
or a legal holiday in The City of New York, the City of Portland, Oregon or the
City of Chicago on which banking institutions are authorized or required by law,
regulation or executive order to close; provided, however, that if the Specified
Currency is other than United States dollars and any payment is to be made in
the Specified Currency in accordance with the provisions hereof, such day is
also not a day on which banking institutions are authorized or required by law,
regulation or executive order to close in the Principal Financial Center (as
defined below) of the country issuing the Specified Currency (or, in the case of
European Currency Units ("ECU"), is not a day that appears as an ECU non-
settlement day on the display designated as "ISDE" on the Reuter Monitor Money
Rates Service (or a day so designated by the ECU Banking Association) or, if ECU
non-settlement days do not appear on that page (and are not so designated), is
not a day on which payments in ECU cannot be settled in the international
interbank market). "Principal Financial Center" means the capital city of the
country issuing the Specified Currency, except that with respect to United
States dollars, Australian dollars, Deutsche marks, Dutch guilders, Italian
lire, Swiss francs and ECU, the "Principal Financial Center" shall be The City
of New York, Sydney, Frankfurt, Amsterdam, Milan, Zurich and Luxembourg,
respectively.
The Company is obligated to make payment of principal, premium, if
any, and interest in respect of this Note in the Specified Currency (or, if the
Specified Currency is not at the time of such payment legal tender for the
payment of public and private debts, in such other coin or currency of the
country which issued the Specified Currency as at the time of such payment is
legal tender for the payment of such debts). If the Specified Currency is other
than United States dollars, any such amounts so payable by the Company will be
converted by the Exchange Rate Agent specified above into United States dollars
for payment to the Holder of this Note; provided, however, that the Holder of
this Note may elect to receive such amounts in such Specified Currency pursuant
to the provisions set forth below.
If the Specified Currency is other than United States dollars and the
Holder of this Note shall not have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in the Specified Currency, any United States dollar
amount to be received by the Holder of this Note will be based on the highest
bid quotation in The City of New York received by the Exchange Rate Agent at
approximately 11:00 A.M., New York City time, on the second Business Day
preceding the applicable payment date from three recognized foreign exchange
dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange
Rate Agent and approved by the Company for the purchase by the quoting dealer of
the Specified Currency for United States dollars for settlement on such payment
date in the aggregate amount of the Specified Currency payable to all holders of
Notes scheduled to receive United States dollar payments and at which the
applicable dealer commits to execute a contract. All currency exchange costs
will be borne by the Holder of this Note by deductions from
3
<PAGE>
such payments. If three such bid quotations are not available, payments on this
Note will be made in the Specified Currency.
If the Specified Currency is other than United States dollars, the
Holder of this Note may elect to receive all or a specified portion of any
payment of principal, premium, if any, and/or interest in respect of this Note
in the Specified Currency by submitting a written request for such payment to
the Trustee at its Corporate Trust Office in the City of Chicago or at its New
York Window in the Borough of Manhattan, The City of New York on or prior to the
applicable Record Date or at least 15 calendar days prior to the Maturity Date,
as the case may be. Such written request may be mailed or hand delivered or
sent by cable, telex or other form of facsimile transmission. The Holder of
this Note may elect to receive all or a specified portion of all future payments
in the Specified Currency in respect of such principal, premium, if any, and/or
interest and need not file a separate election for each payment. Such election
will remain in effect until revoked by written notice to the Trustee, but
written notice of any such revocation must be received by the Trustee on or
prior to the applicable Record Date or at least 15 calendar days prior to the
Maturity Date, as the case may be.
If the Specified Currency is other than United States dollars or a
composite currency and the Holder of this Note shall have duly made an election
to receive all or a specified portion of any payment of principal, premium, if
any, and/or interest, if any, in respect of this Note in the Specified Currency
and if the Specified Currency is not available due to the imposition of exchange
controls or other circumstances beyond the control of the Company, or is no
longer used by the government of the country issuing such currency or for the
settlement of transactions by public institutions within the international
banking community, then the Company will be entitled to satisfy its obligations
to the Holder of this Note by making such payment in United States dollars on
the basis of the Market Exchange Rate (as defined below) on the second Business
Day prior to such payment date or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate;
provided, however, that if such Specified Currency is replaced by a single
European currency, the payment of principal of, premium, if any, or interest, if
any, on this Note denominated in such currency shall be effected in the new
single European currency in conformity with legally applicable measures taken
pursuant to, or by virtue of, the treaty establishing the European Community, as
amended by the treaty on European Unity. The "Market Exchange Rate" for the
Specified Currency means the noon dollar buying rate in The City of New York for
cable transfers for the Specified Currency as certified for customs purposes by
(or if not so certified, as otherwise determined by) the Federal Reserve Bank of
New York. Any payment made under such circumstances in United States dollars or
a new single European currency where the required payment is in a Specified
Currency other than United States dollars or such single European currency,
respectively, will not constitute an Event of Default (as defined in the
Indenture).
If the Specified Currency is a composite currency and the Holder of
this Note shall have duly made an election to receive all or a specified portion
of any payment of principal, premium, if any, and/or interest, if any, in
respect of this Note in the Specified Currency and if such composite currency is
unavailable due to the imposition of exchange controls or other circumstances
beyond the control of the Company, then the Company will be entitled to satisfy
its obligations to the Holder of this Note by making such payment in United
States dollars. The amount of each payment in United States dollars shall be
computed by the Exchange Rate Agent on the basis of the equivalent of the
composite currency in United States dollars. The component currencies of the
composite currency for this purpose (collectively, the "Component Currencies"
and each, a "Component Currency") shall be the currency amounts that were
components of the composite currency as of the last day on which the composite
currency was used. The equivalent of the composite currency in United States
dollars shall be calculated by aggregating the United States dollar equivalents
of the Component Currencies. The United States dollar equivalent of each of the
Component Currencies shall be determined by the Exchange Rate Agent on the basis
of the most recently available Market Exchange Rate for each such Component
Currency, or as otherwise specified on the face hereof.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
4
<PAGE>
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and, if so specified above, in the Addendum hereto,
which further provisions shall have the same force and effect as if set forth on
the face hereof.
Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
5
<PAGE>
IN WITNESS WHEREOF, NIKE, Inc. has caused this Note to be duly
executed.
NIKE, INC.
By________________________________
Title:
By________________________________
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Debt Securities of the
series designated as Medium-Term Notes
referred to in the within-mentioned
Indenture.
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By____________________________
Authorized Signatory
<PAGE>
[REVERSE OF NOTE]
NIKE, INC.
MEDIUM-TERM NOTE
(Fixed Rate)
This Note is one of a duly authorized series of Debt Securities (the
"Debt Securities") of the Company issued and to be issued under an Indenture,
dated as of December 13, 1996, as amended, modified or supplemented from time to
time (the "Indenture"), between the Company and The First National Bank of
Chicago, as Trustee (the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
holders of the Debt Securities, and of the terms upon which the Debt Securities
are, and are to be, authenticated and delivered. This Note is one of the series
of Debt Securities designated as "Medium-Term Notes" (the "Notes"). All terms
used but not defined in this Note specified on the face hereof or in an Addendum
hereto shall have the meanings assigned to such terms in the Indenture.
This Note is issuable only in registered form without coupons in
minimum denominations of U.S.$1,000 and integral multiples thereof or the
minimum Authorized Denomination specified on the face hereof.
This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or repayable prior to the
Stated Maturity.
This Note will be subject to redemption at the option of the Company
on any date on or after the Redemption Commencement Date, if any, specified on
the face hereof, in whole or from time to time in part in increments of
U.S.$1,000 or the minimum Authorized Denomination (provided that any remaining
principal amount hereof shall be at least U.S.$1,000 or such minimum Authorized
Denomination), at the Redemption Price (as defined below), together with unpaid
interest accrued thereon to the date fixed for redemption (each, a "Redemption
Date"), on notice given not more than 60 nor less than 30 calendar days prior to
the Redemption Date and in accordance with the provisions of the Indenture. The
"Redemption Price" shall initially be the Initial Redemption Percentage
specified on the face hereof multiplied by the unpaid principal amount of this
Note to be redeemed. The Initial Redemption Percentage shall decline at each
anniversary of the Redemption Commencement Date by an amount equal to the Annual
Redemption Percentage Reduction, if any, specified on the face hereof until the
Redemption Price is equal to 100% of the unpaid principal amount to be redeemed.
In the event of redemption of this Note in part only, a new Note of like tenor
for the unredeemed portion hereof and otherwise having the same terms as this
Note shall be issued in the name of the Holder hereof upon the presentation and
surrender hereof.
This Note will be subject to repayment by the Company at the option of
the Holder hereof on the Optional Repayment Date(s), if any, specified on the
face hereof, in whole or in part in increments of U.S.$1,000 or the minimum
Authorized Denomination (provided that any remaining principal amount hereof
shall be at least U.S.$1,000 or such minimum Authorized Denomination), at a
repayment price equal to 100% of the unpaid principal amount to be repaid,
together with unpaid interest accrued hereon to the date fixed for repayment
(each, a "Repayment Date"). For this Note to be repaid, this Note must be
received, together with the form hereon entitled "Option to Elect Repayment"
duly completed, by the Trustee at its Corporate Trust Office in the City of
Chicago or at its New York Window in the Borough of Manhattan, The City of New
York (or at such other address of which the Company shall from time to time
designate and notify holders of the Notes) not more than 60 nor less than 30
calendar days prior to the Repayment Date. Exercise of such repayment option by
the Holder hereof will be irrevocable. In the event of repayment of this Note
in part only, a new Note of like tenor for the unrepaid portion hereof and
otherwise having the same terms as this Note shall be issued in the name of the
Holder hereof upon the presentation and surrender hereof.
1
<PAGE>
If this is a Global Security representing Book-Entry Notes, only the
Depositary may exercise the repayment option in respect of this Note.
Accordingly, if this is a Global Security representing Book-Entry Notes and the
beneficial owner desires to have all or any portion of the Book-Entry Note
represented by this Global Security repaid, the beneficial owner must instruct
the Participant through which he owns his interest to direct the Depositary to
exercise the repayment option on his behalf by delivering this Note and duly
completed election form to the Trustee as aforesaid.
If this Note is an Original Issue Discount Note as specified on the
face hereof, the amount payable to the Holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to the sum of
(i) the Issue Price specified on the face hereof (increased by any accruals of
the Discount, as defined below) and, in the event of any redemption of this Note
(if applicable), multiplied by the Initial Redemption Percentage (as adjusted by
the Annual Redemption Percentage Reduction, if applicable) and (ii) any unpaid
interest on this Note accrued from the Original Issue Date to the Redemption
Date, Repayment Date or date of acceleration of maturity, as the case may be.
The difference between the Issue Price and 100% of the principal amount of this
Note is referred to herein as the "Discount".
For purposes of determining the amount of Discount that has accrued as
of any Redemption Date, Repayment Date or date of acceleration of maturity of
this Note, such Discount will be accrued so as to cause the yield on the Note to
be constant. The constant yield will be calculated using a 30-day month, 360-
day year convention, a compounding period that, except for the Initial Period
(as defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption that
the maturity of this Note will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the "Initial Period")
is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial
Period is longer than the compounding period, then such period will be divided
into a regular compounding period and a short period, with the short period
being treated as provided in the preceding sentence.
If an Event of Default, as defined in the Indenture, shall occur and
be continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Debt Securities at any time by the
Company and the Trustee with the consent of the holders of not less than a
majority of the aggregate principal amount of all Debt Securities at the time
outstanding and affected thereby. The Indenture also contains provisions
permitting the holders of not less than a majority of the aggregate principal
amount of the outstanding Debt Securities of any series, on behalf of the
holders of all such Debt Securities, to waive compliance by the Company with
certain provisions of the Indenture. Furthermore, provisions in the Indenture
permit the holders of not less than a majority of the aggregate principal amount
of the outstanding Debt Securities of any series, in certain instances, to
waive, on behalf of all of the holders of Debt Securities of such series,
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and other Notes issued
upon the registration of transfer hereof or in exchange heretofore or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.
2
<PAGE>
As provided in the Indenture and subject to certain limitations
therein and herein set forth, the transfer of this Note is registrable in the
Security Register of the Company upon surrender of this Note for registration of
transfer at the office or agency of the Company in any place where the principal
hereof and any premium or interest hereon are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or by his
attorney duly authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations
therein and herein set forth, this Note is exchangeable for a like aggregate
principal amount of Notes of different authorized denominations but otherwise
having the same terms and conditions, as requested by the Holder hereof
surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Holder in whose name this Note is registered as the owner thereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The internal laws of the State of New York shall govern the Indenture
and the Notes.
3
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ____ Custodian ___
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act_____________________
in common (State)
Additional abbreviations may also be used though not in the above
list.
__________________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------
| |
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
______________________________________________________________________________
this Note and all rights thereunder hereby irrevocably constituting and
appointing
____________________________________________________________________, Attorney,
to transfer this Note on the books of the Trustee, with full power of
substitution in the premises.
Dated:_____________________ _______________________________________
_______________________________________
Notice: The signature(s) on this
Assignment must correspond with the
name(s) as written upon the face of this
Note in every particular, without
alteration or enlargement or any change
whatsoever.
4
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to its
terms at a price equal to _____% of the principal amount to be repaid, together
with unpaid interest accrued hereon to the Repayment Date, to the undersigned,
at _____________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office in the City of Chicago, currently located at One First National
Plaza, Suite 206, Chicago, Illinois 60670-0126 or at its New York Window in the
Borough of Manhattan, The City of New York, currently located at c/o First
Chicago Trust Company of New York, 14 Wall Street, 8th Floor, New York, N.Y.
10005, not more than 60 nor less than 30 calendar days prior to the Repayment
Date, this Note with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion thereof (which shall be increments of U.S.$1,000 (or, if the
Specified Currency is other than United States dollars, the minimum Authorized
Denomination specified on the face hereof)) which the Holder elects to have
repaid and specify the denomination or denominations (which shall be an
Authorized Denomination) of the Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).
Principal Amount
to be Repaid: $__________
_______________________________________
Notice: The signature(s) on this
Date: ________________ Option to Elect Repayment must
correspond with the name(s) as
written upon the face of this Note in
every particular, without alteration
or enlargement or any change
whatsoever.
5
<PAGE>
EXHIBIT 4.3
[FACE OF NOTE]
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (THE "DEPOSITARY") OR A NOMINEE THEREOF. THIS NOTE IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY./1/
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN./2/
REGISTERED CUSIP No.: PRINCIPAL AMOUNT:
No. FLR-___ ________ ________________
NIKE, INC.
MEDIUM-TERM NOTE
(Floating Rate)
<TABLE>
<S> <C> <C>
ORIGINAL ISSUE DATE: STATED MATURITY:
INTEREST PAYMENT DATE(S): INITIAL INTEREST RATE: RECORD DATE(S):
REDEMPTION COMMENCEMENT INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: % PERCENTAGE
REDUCTION: %
OPTIONAL REPAYMENT [_] CHECK IF AN ORIGINAL
DATE(S): ISSUE DISCOUNT NOTE
Issue Price: %
SPECIFIED CURRENCY: AUTHORIZED DENOMINATION: CALCULATION RATE
[_] United States dollars [_] $1,000 and integral (if other than The
[_] Other: multiples thereof First National Bank of
[_] Other: Chicago):
</TABLE>
- ---------------
/1/ This paragraph applies to global Notes only.
/2/ This paragraph applies to global Notes only.
<PAGE>
<TABLE>
<S> <C> <C>
MINIMUM INTEREST RATE: MAXIMUM INTEREST RATE: INITIAL INTEREST RESET
DATE:
INTEREST RESET PERIOD: INTEREST DETERMINATION INTEREST RESET DATE(S):
DATE:
INDEX MATURITY: DEFAULT RATE: %
SPREAD (plus or minus): SPREAD MULTIPLIER: EXCHANGE RATE AGENT:
(if other than The First
National Bank of Chicago)
</TABLE>
INTEREST CATEGORY: DAY COUNT CONVENTION:
[_] Regular Floating Rate Note [_] Actual/360 for the period
[_] Floating Rate/Fixed Rate Note from to
Fixed Rate Commencement Date: [_] Actual/Actual for the period
Fixed Interest Rate: % from to
[_] Inverse Floating Rate Note [_] 30/360 for the period
Fixed Interest Rate: % from to
INTEREST RATE BASIS OR BASES:
[_] CD Rate
[_] Prime Rate
[_] Federal Funds Rate
[_] Commercial Paper Rate
[_] LIBOR:
Designated LIBOR Page
[_] Reuters Page: _____
[_] Telerate Page: ____
Index Currency:
[_] Treasury Rate
[_] CMT Rate
[_] Designated CMT Telerate Page:
[_] Designated CMT Maturity Index:
[_] Other:
ADDENDUM ATTACHED:
[_] Yes
[_] No
OTHER/ADDITIONAL PROVISIONS:
<PAGE>
NIKE, INC., an Oregon corporation (the "Company", which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to , or
registered assigns, the principal sum of , on the Stated
Maturity specified above (or any Redemption Date or Repayment Date, each as
defined on the reverse hereof) (each such Stated Maturity, Redemption Date or
Repayment Date being hereinafter referred to as the "Maturity Date" with respect
to the principal repayable on such date) and to pay interest thereon, at the
Interest Rate to be determined in accordance with the provisions below,
depending on the Interest Rate Basis shown above (the "Floating Interest Rate"),
until the principal hereof is paid or duly made available for payment, and (to
the extent that the payment of such interest shall be legally enforceable) at
the Default Rate per annum specified above on any overdue principal, premium
and/or interest. The Company will pay interest in arrears on each Interest
Payment Date, if any, specified above (each, an "Interest Payment Date"),
commencing with the first Interest Payment Date next succeeding the Original
Issue Date specified above, and on the Maturity Date; provided, however, that if
the Original Issue Date occurs between a Record Date (as defined below) and the
next succeeding Interest Payment Date, interest payments will commence on the
second Interest Payment Date next succeeding the Original Issue Date to the
registered holder of this Note (the "Holder") on the Record Date with respect to
such second Interest Payment Date.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions".
Interest on this Note will accrue from and including the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from and including the Original Issue Date if no interest has been paid
or duly provided for) to but excluding the applicable Interest Payment Date or
the Maturity Date, as the case may be (each, an "Interest Period"). However, in
case the interest rate on this Note is reset daily or weekly, unless otherwise
specified on the face hereof, the interest payments will include interest
accrued only from but excluding the Record Date through which interest has been
paid (or from and including the Original Issue Date, if no interest has been
paid with respect to this Note) through and including the Record Date next
preceding the applicable Interest Payment Date, except that the interest payment
on Maturity will include interest accrued to but excluding such date. Accrued
interest is calculated by multiplying the face amount of this Note by an accrued
interest factor. Such accrued interest factor is computed by adding the
interest factor calculated for each day from the Original Issue Date, or from
the last date to which interest has been paid or duly provided for, to the date
for which accrued interest is being calculated. The interest factor for each
day is computed by dividing the interest rate applicable to such day by 360 in
the case of CD Rate Notes, Commercial Paper Rate Notes, CMT Rate Notes, Federal
Funds Rate Notes, LIBOR Notes or Prime Rate Notes, or by the actual number of
days in the year in the case of Treasury Rate Notes. The interest factor for
Notes for which the interest rate is calculated with reference to two or more
Interest Rate Bases will be calculated in each period in the same manner as if
only the lowest of the applicable Interest Rates Bases applied. If any Interest
Payment Date other than the Maturity Date for this Note falls on a day that is
not a Business Day with respect to this Note, such Interest Payment Date for
this Note will be postponed to the next succeeding Business Day for this Note,
except that, in the case of a LIBOR Note (or a Note for which LIBOR is an
applicable Interest Rate Basis), if such Business Day is in the next succeeding
calendar month, such Interest Payment Date will be the immediately preceding day
that is a Business Day for this Note. If the Maturity Date of this Note falls
on a day that is not a Business Day, the payment of principal, premium, if any,
and interest will be made on the next succeeding Business Day, as if made on the
date such payment was due, and no interest on such payment shall accrue on such
payment for the period from and after Maturity Date to the date of such payment
on the next succeeding Business Day.
The interest so payable and punctually paid or duly provided for on
any Interest Payment Date will, subject to certain exceptions described herein,
be paid to the person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the fifteenth calendar day (whether or
not a Business Day, as defined below) immediately preceding such Interest
Payment Date (the "Record Date"); provided, however, that interest payable on
the Maturity Date will be payable to the person to whom the principal hereof and
premium, if any, hereon shall be payable. Any such interest not so punctually
paid or
2
<PAGE>
duly provided for ("Defaulted Interest") will forthwith cease to be payable to
the Holder on any Record Date, and shall be paid to the person in whose name
this Note is registered at the close of business on a special record date (the
"Special Record Date") for the payment of such Defaulted Interest to be fixed by
the Trustee (as defined on the reverse hereof), notice whereof shall be given to
the Holder of this Note by the Trustee not less than 10 calendar days prior to
such Special Record Date or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which this
Note may be listed, and upon such notice as may be required by such exchange,
all as more fully provided for in the Indenture.
Payment of principal, premium, if any, and interest in respect of this
Note due on the Maturity Date will be made in immediately available funds upon
presentation and surrender of this Note (and, with respect to any applicable
repayment of this Note, a duly completed election form as contemplated on the
reverse hereof) at the corporate trust office of the Trustee ("Corporate Trust
Office") at One First National Plaza, Suite 0126, Chicago, Illinois 60670-0126
or at its trust office maintained for that purpose ("New York Window") in the
Borough of Manhattan, The City of New York, currently located at c/o First
Chicago Trust Company of New York, 14 Wall Street, 8th Floor, New York, N.Y.
10005, or at such other paying agency in the Borough of Manhattan, The City of
New York, as the Company may determine; provided, however, that if such payment
is to be made in a Specified Currency other than United States dollars as set
forth below, such payment will be made by wire transfer of immediately available
funds to an account with a bank designated by the Holder hereof at least 15
calendar days prior to the Maturity Date, provided that such bank has
appropriate facilities therefor and that this Note (and, if applicable, a duly
completed repayment election form) is presented and surrendered at the
aforementioned office of the Trustee in time for the Trustee to make such
payment in such funds in accordance with its normal procedures. Payment of
interest due on any Interest Payment Date other than the Maturity Date will be
made by check mailed to the address of the person entitled thereto as such
address shall appear in the Security Register maintained at the aforementioned
office of the Trustee; provided, however, that a holder of U.S.$10,000,000 (or,
if the Specified Currency specified above is other than United States dollars,
the equivalent thereof in the Specified Currency) or more in aggregate principal
amount of Notes (whether having identical or different terms and provisions)
will be entitled to receive interest payments on such Interest Payment Date by
wire transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not less than 15
calendar days prior to such Interest Payment Date. Any such wire transfer
instructions received by the Trustee shall remain in effect until revoked by
such Holder.
As used herein, "Business Day" means any day except a Saturday, Sunday
or a legal holiday in The City of New York, the City of Portland, Oregon or the
City of Chicago on which banking institutions are authorized or required by law,
regulation or executive order to close; provided, however, that if the Specified
Currency is other than United States dollars and any payment is to be made in
the Specified Currency in accordance with the provisions hereof, such day is
also not a day on which banking institutions are authorized or required by law,
regulation or executive order to close in the Principal Financial Center (as
defined below) of the country issuing the Specified Currency (or, in the case of
European Currency Units ("ECU"), is not a day that appears as an ECU non-
settlement day on the display designated as "ISDE" on the Reuter Monitor Money
Rates Service (or a day so designated by the ECU Banking Association) or, if ECU
non-settlement days do not appear on that page (and are not so designated), is
not a day on which payments in ECU cannot be settled in the international
interbank market); provided, further, that, if this is a LIBOR Note, such day is
also a London Business Day. "London Business Day" means (i) if the Index
Currency is other than ECU, any day on which dealings in such Index Currency are
transacted in the London interbank market or (ii) if the Index Currency is ECU,
any day that does not appear as an ECU non-settlement day on the display
designated as "ISDE" on the Reuter Monitor Money Rates Service (or a day so
designated by the ECU Banking Association) or, if ECU non-settlement days do not
appear on that page (and are not so designated), is not a day on which payments
in ECU cannot be settled in the international interbank market. "Principal
Financial Center" means the capital city of the country issuing the Specified
Currency or, solely with respect to the calculation of LIBOR, the Index
Currency, except that with respect to United States dollars, Australian dollars,
Deutsche marks, Dutch guilders, Italian lire, Swiss francs and ECU, the
"Principal Financial Center" shall be The City of New York, Sydney, Frankfurt,
Amsterdam, Milan, Zurich and Luxembourg, respectively.
3
<PAGE>
The "Floating Interest Rate" on this Note will be calculated by
reference to the Interest Rate Basis or Bases, as specified on the first page
hereof, (a) plus or minus the Spread, if any, and/or (b) multiplied by the
Spread Multiplier, if any. The Interest Rate Basis may be one or more of: (a)
the CD Rate, (b) the CMT Rate, (c) the Commercial Paper Rate, (d) the Federal
Funds Rate, (e) LIBOR, (f) the Treasury Rate, (g) the Prime Rate or (h) such
other Interest Rate Basis or interest rate formula as is set forth on the first
page hereof. The "Index Maturity" is the period to maturity of the instrument
or obligation with respect to which the related Interest Rate Basis or Bases are
calculated. In addition, this Note may bear interest at the lowest of two or
more Interest Rate Basis or Bases determined in the same manner as the Floating
Interest Rates described above (except the interest rate for such Notes will not
be determined with reference to the Treasury Rate). Except as otherwise
provided herein, all percentages resulting from any calculation will be rounded,
if necessary, to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or
.09876545) would be rounded to 9.87655% (or .0987655)), and all amounts used in
or resulting from such calculation with be rounded to the nearest cent or, in
the case of a foreign currency or composite currency, to the nearest unit (with
one-half cent being rounded upward).
Notwithstanding the foregoing, if this Note is designated above as
having an Addendum attached, this Note shall bear interest in accordance with
the terms described in such Addendum.
Unless otherwise specified on the face hereof, the "Regular Record
Date" with respect to this Note shall be the fifteenth calendar day immediately
preceding the related Interest Payment Date or Dates, whether or not such date
shall be a Business Day, and interest will be payable, in the case of Notes
which reset daily, weekly or monthly, on the third Wednesday of each month or on
the third Wednesday of each March, June, September and December of each year, as
specified on the face hereof; in the case of Notes which reset quarterly, on the
third Wednesday of March, June, September and December of each year; in the case
of Notes which reset semi-annually, on the third Wednesday of the two months of
each year specified on the face hereof; and in the case of Notes which reset
annually, on the third Wednesday of the month specified on the face hereof (each
an "Interest Payment Date"), and in each case, on the Maturity Date.
Except as provided on the face hereof, the rate of interest on this
Note will be reset daily, weekly, monthly, quarterly, semi-annually or annually
(each an "Interest Reset Period"), as specified on the face hereof. Except as
provided on the face hereof, if this Note resets daily, the Interest Reset Date
will be each Business Day; if this Note resets weekly, the Interest Reset Date
will be the Wednesday of each week (with the exception of weekly reset Treasury
Rate Notes, which reset Tuesday of each week except as provided below); if this
Note resets monthly, the Interest Reset Date will be the third Wednesday of each
month; if this Note resets quarterly, the Interest Reset Date will be the third
Wednesday of each March, June, September and December of each year; if this Note
resets semi-annually, the Interest Reset Date will be the third Wednesday of
each of the two months of each year specified on the face hereof; and if this
Note resets annually, the Interest Reset Date will be the third Wednesday of the
month of each year as specified on the face hereof. The interest rate in effect
on each day that is not an Interest Reset Date will be the interest rate
determined as of the Interest Determination Date pertaining to the immediately
preceding Interest Reset Date and the interest rate in effect on any day that is
an Interest Reset Date will be the interest rate determined as of the Interest
Determination Date pertaining to such Interest Reset Date; provided, however,
that the interest rate in effect for the period, if any, from the date of issue
to the Initial Interest Reset Date will be the Initial Interest Rate; provided,
further, that if this Note is a Floating Rate/Fixed Rate Note the interest rate
in effect for the period commencing on the Fixed Rate Commencement Date to the
Maturity Date shall be the Fixed Interest Rate specified on the face hereof or,
if no interest rate is specified, the interest rate in effect on the day
immediately preceding the Fixed Rate Commencement Date. If any Interest Reset
Date would otherwise be a day that is not a Business Day, the Interest Reset
Date shall be postponed to the next succeeding day that is a Business Day,
except that in the case of a LIBOR Note or a Note for which LIBOR is an
applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, such Interest Reset Date will be the immediately
preceding Business Day. In addition, if the Treasury Rate is an applicable
4
<PAGE>
Interest Rate Basis and the Interest Determination Date would otherwise fall on
an Interest Reset Date, then such Interest Reset Date will be postponed to the
next succeeding Business Day.
The interest rate applicable to each Interest Reset Period commencing
on the related Interest Reset Date will be the rate determined as of the
applicable Interest Determination Date on or prior to the Calculation Date (as
defined below). The Interest Determination Date with respect to the CD Rate,
the CMT Rate, the Commercial Paper Rate, the Federal Funds Rate and the Prime
Rate will be the second Business Day preceding the applicable Interest Reset
Date; and the Interest Determination Date with respect to LIBOR will be the
second London Business Day preceding the applicable Interest Reset Date, unless
the Index Currency (as defined below) is British pounds sterling, in which case
the Interest Determination Date will be the applicable Interest Reset Date. The
Interest Determination Date with respect to the Treasury Rate will be the day in
the week in which the applicable Interest Reset Date falls on which day Treasury
Bills (as defined below) are normally auctioned (Treasury Bills are normally
sold at an auction held on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
except that such auction may be held on the preceding Friday); provided,
however, that if an auction is held on the Friday of the week preceding the
applicable Interest Reset Date, the Interest Determination Date shall be such
preceding Friday. If the interest rate of this Note is determined with reference
to two or more Interest Rate Bases the Interest Determination Date will be the
first Business Day which is a least two Business Days prior to the applicable
Interest Reset Date on which each Interest Rate Basis shall be determinable.
Each Interest Rate Basis shall be determined and compared on such date, and the
applicable interest rate shall take effect on the applicable Interest Reset
Date.
The Calculation Agent (which shall be The First National Bank of
Chicago unless otherwise specified on the face hereof and which may be changed
by the Company from time to time) shall calculate the Floating Interest Rate on
this Note on or before each Calculation Date and, upon request, provide the
holders of the Notes the Floating Interest Rate then in effect and, if
different, the interest rate which will become effective as a result of a
determination made for the next Interest Reset Date with respect to this Note.
The Calculation Agent's determination of any Floating Interest Rate will be
final and binding in the absence of manifest error. Unless otherwise specified
on the face hereof or in an Addendum hereto, the "Calculation Date", where
applicable, pertaining to any Interest Determination Date will be the earlier of
(a) the tenth calendar day after such Determination Date, or if any such day is
not a Business Day, the next succeeding Business Day, or (b) the Business Day
immediately preceding the applicable Interest Payment Date or Maturity Date, as
the case may be.
Notwithstanding the other provisions herein, the Floating Interest
Rate hereon which may accrue during any interest period shall not be greater
than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate,
if any, shown on the first page hereof and, in addition, the Floating Interest
Rate shall in no event be higher than the maximum rate permitted by New York
law, as the same may be modified by United States law of general application.
The interest rate borne by this Note will be determined as follows:
(i) Unless the Interest Category of this Note is specified on the
face hereof as a "Floating Rate/Fixed Rate Note" or an "Inverse Floating Rate
Note", this Note shall be designated as a "Regular Floating Rate Note" and,
except as set forth below or on the face hereof, shall bear interest at the rate
determined by reference to the applicable Interest Rate Basis or Bases (a) plus
or minus the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if
any, in each case as specified on the face hereof. Commencing on the Initial
Interest Reset Date, the rate at which interest on this Note shall be payable
shall be reset as of each Interest Rate Date specified on the face hereof;
provided, however, that the interest rate in effect for the period, if any, from
the Original Issue Date to the Initial Interest Reset Date shall be the Initial
Interest Rate.
(ii) If the Interest Category of this Note is specified on the face
hereof as a "Floating Rate/Fixed Rate Note", then, except as set forth below or
on the face hereof, this Note shall bear interest at the rate
5
<PAGE>
determined by reference to the applicable Interest Rate Basis or Bases (a) plus
or minus the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if
any. Commencing on the Initial Interest Reset Date, the rate at which interest
on this Note shall be payable shall be reset as of each Interest Reset Date;
provided, however, that (y) the interest rate in effect for the period, if any,
from the Original Issue Date to the Initial Interest Reset Date shall be the
Initial Interest Rate and (z) the interest rate in effect for the period
commencing on the Fixed Rate Commencement Date specified on the face hereof to
the Maturity Date shall be the Fixed Interest Rate specified on the face hereof
or, if no such Fixed Interest Rate is specified, the interest rate in effect
hereon on the day immediately preceding the Fixed Rate Commencement Date.
(iii) If the Interest Category of this Note is specified on the face
hereof as an "Inverse Floating Rate Note", then, except as set forth below or on
the face hereof, this Note shall bear interest at the Fixed Interest Rate minus
the rate determined by reference to the applicable Interest Rate Basis or Bases
(a) plus or minus the Spread, if any, and/or (b) multiplied by the Spread
Multiplier, if any; provided, however, that, unless otherwise specified on the
face hereof, the interest rate hereon shall not be less than zero. Commencing
on the Initial Reset Date, the rate at which interest on this Note shall be
payable shall be reset as of each Interest Reset Date; provided, however, that
the interest rate in effect for the period, if any, from the Original Issue Date
to the Initial Interest Reset Date shall be the Initial Interest Rate.
Determination of CD Rate.
- ------------------------
The "CD Rate" will be determined by the Calculation Agent in
accordance with the following provisions:
"CD Rate" means, with respect to any Interest Determination Date
relating to a CD Rate Note or any Floating Rate Note for which the interest rate
is determined with reference to the CD Rate (a "CD Rate Interest Determination
Date"), the rate on such date for negotiable United States dollar certificates
of deposit having the Index Maturity specified on the face hereof as published
by the Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates", or any successor publication ("H.15(519)"),
under the heading "CDs (Secondary Market)," or, if not so published by 3:00
P.M., New York City time, on the Calculation Date pertaining to such CD Rate
Interest Determination Date, the CD Rate will be the rate on such CD Rate
Interest Determination Date for negotiable United States dollar certificates of
deposit of the specified Index Maturity as published by the Federal Reserve Bank
of New York in its daily statistical release "Composite 3:30 P.M. Quotations for
U.S. Government Securities" or any successor publication ("Composite
Quotations") under the heading "Certificates of Deposit". If such rate is not
published in either H.15(519) or the Composite Quotations by 3:00 P.M., New York
time, on such related Calculation Date, then the CD Rate on such CD Rate
Interest Determination Date will be calculated by the Calculation Agent and will
be the arithmetic mean of the secondary market offered rates as of 10:00 A.M.,
New York City time, on such CD Rate Interest Determination Date, of three
leading nonbank dealers in negotiable United States dollar certificates of
deposit in The City of New York selected by the Calculation Agent for United
States dollar negotiable certificates of deposit of major United States money
market banks with a remaining maturity closest to the Index Maturity specified
on the face hereof in an amount that is representative for a single transaction
in that market at that time; provided, however, that if the dealers so selected
by the Calculation Agent are not quoting as mentioned in this sentence, the CD
Rate determined as of such CD Interest Rate Determination Date will be the CD
Rate in effect on such CD Rate Interest Determination Date.
Determination of CMT Rate.
- -------------------------
The "CMT Rate" will be determined by the Calculation Agent in
accordance with the following provisions:
Unless otherwise specified on the face hereof, "CMT Rate" means, with
respect to any Interest Determination Date relating to a Floating Rate Note for
which the interest rate is determined with reference to the CMT Rate (a "CMT
Rate Interest Determination Date"), the rate displayed on the Designated CMT
Telerate Page under the caption "...Treasury Constant Maturities...Federal
Reserve Board Release
6
<PAGE>
H.15...Mondays Approximately 3:45 P.M.", under the column for the Designated CMT
Maturity Index for (i) if the Designated CMT Telerate Page is 7055, the rate on
such CMT Rate Interest Determination Date and (ii) if the Designated CMT
Telerate Page is 7052, the week, or the month, as applicable, ended immediately
preceding the week in which the related CMT Rate Interest Determination Date
occurs. If such rate is no longer displayed on the relevant page or is not
displayed by 3:00 P.M., New York City time, on the related Calculation Date,
then the CMT Rate for such CMT Rate Interest Determination Date will be such
treasury constant maturity rate for the Designated CMT Maturity Index (as
defined below) as published in the relevant H.15(519). If such rate is no longer
published or is not published by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate on such CMT Rate Interest Determination Date
will be such treasury constant maturity rate for the Designated CMT Maturity
Index (or other United States Treasury rate for the Designated CMT Maturity
Index) for the CMT Rate Interest Determination Date with respect to such
Interest Reset Date as may then be published by either the Board of Governors of
the Federal Reserve System or the United States Department of the Treasury that
the Calculation Agent determines to be comparable to the rate formerly displayed
on the Designated CMT Telerate Page and published in the relevant H.15(519). If
such information is not provided by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate on the CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity, based on the arithmetic mean of the secondary market closing
offer side prices as of approximately 3:30 P.M., New York City time, on such CMT
Rate Interest Determination Date reported, according to their written records,
by three leading primary United States government securities dealers (each, a
"Reference Dealer") in The City of New York selected by the Calculation Agent
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest), for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than such Designated CMT Maturity Index minus one year. If the
Calculation Agent is unable to obtain three such Treasury Note quotations, the
CMT Rate on such CMT Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity based on the arithmetic mean
of the secondary market offer side prices as of approximately 3:30 P.M., New
York City time, on such CMT Rate Interest Determination Date of three Reference
Dealers in The City of New York (from five such Reference Dealers selected by
the Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an original maturity of
the number of years that is the next highest to the Designated CMT Maturity
Index and a remaining term to maturity closest to the Designated CMT Maturity
Index and in an amount of at least $100 million. If three or four (and not five)
of such Reference Dealers are quoting as described above, then the CMT Rate will
be based on the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of such quotes will be eliminated; provided however, that
if fewer than three Reference Dealers so selected by the Calculation Agent are
quoting as mentioned herein, the CMT Rate determined as of such CMT Rate
Interest Determination Date will be the CMT Rate in effect on such CMT Rate
Interest Determination Date. If two Treasury Notes with an original maturity as
described in the second preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the Calculation Agent will
obtain from five Reference Dealers quotations for the Treasury Note with the
shorter remaining term to maturity.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page specified on the face hereof (or any other page as
may replace such page on that service for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519)). If no such page is specified on
the face hereof, the Designated CMT Telerate Page shall be 7052 for the most
recent week.
"Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified on the face hereof with respect to which the CMT Rate will be
calculated. If no such maturity is specified on the face hereof, the Designated
CMT Maturity Index shall be 2 years.
7
<PAGE>
Determination of Commercial Paper Rate.
- --------------------------------------
The "Commercial Paper Rate" will be determined by the Calculation
Agent in accordance with the following provisions:
"Commercial Paper Rate" means, with respect to any Interest
Determination Date relating to a Floating Rate Note for which the interest rate
is determined with reference to the Commercial Paper Rate (a "Commercial Paper
Rate Interest Determination Date"), the Money Market Yield (as defined below) on
such date of the rate for commercial paper having the Index Maturity specified
on the first page hereof as published in H.15(519) under the heading "Commercial
Paper". In the event such rate is not published by 3:00 P.M., New York City
time, on the related Calculation Date, then the Commercial Paper Rate on such
Commercial Paper Rate Interest Determination Date shall be the Money Market
Yield of the rate for commercial paper having the Index Maturity specified on
the face hereof as published in Composite Quotations under the heading
"Commercial Paper" (with an Index Maturity of one month or three months being
deemed to be equivalent to the Index Maturity of 30 days or 90 days,
respectively). If such rate is not yet published in either H.15(519) or
Composite Quotations by 3:00 P.M., New York City time, on the related
Calculation Date, then the Commercial Paper Rate on such Commercial Paper Rate
Interest Determination Date shall be calculated by the Calculation Agent and
shall be the Money Market Yield of the arithmetic mean of the offered rates at
approximately 11:00 A.M., New York City time, on such Commercial Paper Rate
Interest Determination Date, of three leading dealers of commercial paper in The
City of New York selected by the Calculation Agent for commercial paper of the
specified Index Maturity placed for an industrial issuer whose bond rating is
"Aa," or the equivalent, from a nationally recognized statistical rating
organization; provided, however, that if the dealers so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the Commercial
Paper Rate determined as of such Commercial Paper Rate Interest Determination
Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate
Interest Determination Date.
"Money Market Yield" shall be the yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = 100 x 360 x D
-------------
360 - (D x M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the period for which interest is being calculated.
Determination of Federal Funds Rate.
- -----------------------------------
The "Federal Funds Rate" will be determined by the Calculation Agent
in accordance with the following provisions:
"Federal Funds Rate" means, with respect to any Interest Determination
Date relating to a Floating Rate Note for which the interest rate is determined
with reference to the Federal Funds Rate (a "Federal Funds Rate Interest
Determination Date"), the rate on that date for United States dollar federal
funds as published in H.15(519) under the heading "Federal Funds (Effective)"
or, if not so published by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Federal Funds Rate Interest Determination Date, as
published in Composite Quotations under the heading "Federal Funds/Effective
Rate". If such rate is not published in either H.15(519) or Composite
Quotations by 3:00 P.M., New York City time, on the related Calculation Date,
then the Federal Funds Rate on such Federal Funds Rate Interest Determination
Date will be calculated by the Calculation Agent and will be the arithmetic mean
of the rates for the last transaction in overnight United States dollar federal
funds arranged by three leading brokers of federal funds transactions in The
City of New York selected by the Calculation Agent prior to 9:00 A.M., New York
City time, on such Federal Funds Rate Interest Determination Date; provided,
however, that if the brokers so selected by the Calculation Agent are not
quoting as mentioned in this sentence, the Federal Funds Rate
8
<PAGE>
determined as of such Federal Funds Rate Interest Determination Date will be the
Federal Funds Rate then in effect on such Federal Funds Rate Interest
Determination Date.
Determination of LIBOR.
- ----------------------
"LIBOR" will be determined by the Calculation Agent in accordance with
the following provisions:
(i) With respect to any Interest Determination Date relating to a
Floating Rate Note for which the interest rate is determined with reference to
LIBOR (a "LIBOR Interest Determination Date"), LIBOR will be either: (a) if
"LIBOR Reuters" is specified on the face hereof, the arithmetic mean of the
offered rates (unless the Designated LIBOR Page by its terms provides only for a
single rate, in which case such single rate shall be used) for deposits in the
Index Currency having the Index Maturity specified on the face hereof,
commencing on the applicable Interest Reset Date, that appear (or, if only a
single rate is required as aforesaid, appears) on the Designated LIBOR Page as
of 11:00 A.M., London time, on such LIBOR Interest Determination Date, or (b) if
"LIBOR Telerate" is specified on the face page hereof or if neither "LIBOR
Reuters" nor "LIBOR Telerate" is specified on the face hereof as the method for
calculating LIBOR, the rate for deposits in the Index Currency having the Index
Maturity specified on the face hereof, commencing on such Interest Reset Date,
that appears on the Designated LIBOR Page as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date. If fewer than two such offered rates appear,
or if no such rate appears, as applicable, LIBOR in respect on such LIBOR
Interest Determination Date will be determined as if the parties had specified
the rate described in (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which
fewer than two offered rates appear, or no rate appears, as the case may be, on
the Designated LIBOR Page, as specified in (i) above, the Calculation Agent will
request the principal London offices of each of four major reference banks in
the London interbank market, as selected by the Calculation Agent, to provide
the Calculation Agent with its offered quotation for deposits in the Index
Currency for the period of the Index Maturity specified on the face hereof,
commencing on the applicable Interest Reset Date, to prime banks in the London
interbank market at approximately 11:00 A.M., London time, on such LIBOR
Interest Determination Date and in a principal amount that is representative for
a single transaction in such Index Currency in such market at such time. If at
least two such quotations are so provided, then LIBOR on such LIBOR Interest
Determination Date will be the arithmetic mean of such quotations. If fewer
than two such quotations are so provided, then LIBOR on such LIBOR Interest
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., in the applicable Principal Financial Center (as
defined above), on such LIBOR Interest Determination Date by three major banks
in such Principal Financial Center selected by the Calculation Agent for loans
in the Index Currency to leading European banks, having the Index Maturity
specified on the face hereof and in a principal amount that is representative
for a single transaction in such Index Currency in such market at such time;
provided, however, that if the banks so selected by the Calculation Agent are
not quoting as mentioned in this sentence, LIBOR determined as of such LIBOR
Interest Determination Date will be LIBOR in effect on such LIBOR Interest
Determination Date.
"Index Currency" means the currency or composite currency specified on the
face hereof as to which LIBOR shall be calculated. If no such currency or
composite currency is specified on the face hereof, the Index Currency shall be
United States dollars.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified on the
face hereof, the display on the Reuter Monitor Money Rates Service (or any
successor service) for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency, or (b) if "LIBOR Telerate" is
specified on the face hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified on the face hereof as the method for calculating LIBOR, the display on
the Dow Jones Telerate Service (or any successor service) for the purpose of
displaying the London interbank rates of major banks for the applicable Index
Currency.
9
<PAGE>
Determination of Prime Rate.
- ---------------------------
The "Prime Rate" will be determined by the Calculation Agent in accordance
with the following provisions:
"Prime Rate" means, with respect to any Interest Determination Date
relating to a Floating Rate Note for which the interest rate is determined with
reference to the Prime Rate (a "Prime Rate Interest Determination Date"), the
rate on such date as such rate is published in H.15(519) under the heading "Bank
Prime Loan". If such rate is not published prior to 3:00 P.M., New York City
time, on the related Calculation Date, then the Prime Rate will be the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the Reuters Screen USPRIME1 (as defined below) as such bank's prime
rate or base lending rate as in effect for such Prime Rate Interest
Determination Date. If fewer than four such rates appear on the Reuters Screen
USPRIME1 for the Prime Rate Interest Determination Date, then the Prime Rate
will be determined by the Calculation Agent and will be the arithmetic mean of
the prime rates quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on such Prime Rate
Interest Determination Date by four major money center banks in The City of New
York selected by the Calculation Agent. If fewer than four such quotations are
so provided, then the Prime Rate shall be the arithmatic mean of four prime
rates quoted on the basis of the actual number of days in the year divided by a
360-day year as of the close of business on such Prime Rate Interest
Determination Date as furnished in The City of New York by the major money
center banks, if any, that have provided such quotations and by as many
substitute banks or trust companies as necessary in order to obtain four such
prime rate quotations, provided such substitute banks or trust companies are
organized and doing business under the laws of the United States, or any State
thereof, each having total equity capital of at least $500 million and being
subject to supervision or examination by Federal or State authority, selected by
the Calculation Agent to provide such rate or rates; provided, however, that if
the banks or trust companies so selected by the Calculation Agent are not
quoting as mentioned in this sentence, the Prime Rate determined as of such
Prime Rate Interest Determination Date will be the Prime Rate in effect on such
Prime Rate Interest Determination Date.
"Reuters Screen USPRIME1" means the display designated as page "USPRIME1"
on the Reuter Monitor Money Rates Service (or such other page as may replace the
USPRIME1 page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks).
Determination of Treasury Rate.
- ------------------------------
The "Treasury Rate" will be determined by the Calculation Agent in
accordance with the following provisions:
"Treasury Rate" means, with respect to any Interest Determination Date
relating to a Floating Rate Note for which the interest rate is determined by
reference to the Treasury Rate (a "Treasury Rate Interest Determination Date"),
the rate from the auction held on such Treasury Rate Interest Determination Date
(the "Auction") of direct obligations of the United States ("Treasury Bills")
having the Index Maturity specified on the face hereof, as such rate is
published in H.15(519) under the heading "Treasury Bills-auction average
(investment)" or, if not published by 3:00 P.M., New York City time, on the
related Calculation Date, the auction average rate of such Treasury Bills
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as otherwise announced by the United
States Department of the Treasury. In the event that the results of the Auction
of Treasury Bills having the Index Maturity specified in the applicable Pricing
Supplement are not reported as provided by 3:00 P.M., New York City time, on the
related Calculation Date, or if no such Auction is held, then the Treasury Rate
will be calculated by the Calculation Agent and will be a yield to maturity
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 P.M., New York City time,
on such Treasury Rate Interest Determination Date, of three leading primary
United States government securities dealers selected by the Calculation Agent,
for the issue of Treasury Bills with a remaining maturity closest to the Index
Maturity
10
<PAGE>
specified in the applicable Pricing Supplement; provided, however, that if the
dealers so selected by the Calculation Agent are not quoting as mentioned in
this sentence, the Treasury Rate determined as of such Treasury Rate Interest
Determination Date will be the Treasury Rate in effect on such Treasury Rate
Interest Determination Date.
The Company is obligated to make payment of principal, premium, if any, and
interest in respect of this Note in the Specified Currency (or, if the Specified
Currency is not at the time of such payment legal tender for the payment of
public and private debts, in such other coin or currency of the country which
issued the Specified Currency as at the time of such payment is legal tender for
the payment of such debts). If the Specified Currency is other than United
States dollars, any such amounts so payable by the Company will be converted by
the Exchange Rate Agent specified above into United States dollars for payment
to the Holder of this Note; provided, however, that the Holder of this Note may
elect to receive such amounts in such Specified Currency pursuant to the
provisions set forth below.
If the Specified Currency is other than United States dollars and the
Holder of this Note shall not have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in the Specified Currency, any United States dollar
amount to be received by the Holder of this Note will be based on the highest
bid quotation in The City of New York received by the Exchange Rate Agent at
approximately 11:00 A.M., New York City time, on the second Business Day
preceding the applicable payment date from three recognized foreign exchange
dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange
Rate Agent and approved by the Company for the purchase by the quoting dealer of
the Specified Currency for United States dollars for settlement on such payment
date in the aggregate amount of the Specified Currency payable to all holders of
Notes scheduled to receive United States dollar payments and at which the
applicable dealer commits to execute a contract. All currency exchange costs
will be borne by the Holder of this Note by deductions from such payments. If
three such bid quotations are not available, payments on this Note will be made
in the Specified Currency.
If the Specified Currency is other than United States dollars, the Holder
of this Note may elect to receive all or a specified portion of any payment of
principal, premium, if any, and/or interest in respect of this Note in the
Specified Currency by submitting a written request for such payment to the
Trustee at its Corporate Trust Office in the City of Chicago or at its New York
Window in the Borough of Manhattan, The City of New York on or prior to the
applicable Record Date or at least 15 calendar days prior to the Maturity Date,
as the case may be. Such written request may be mailed or hand delivered or
sent by cable, telex or other form of facsimile transmission. The Holder of
this Note may elect to receive all or a specified portion of all future payments
in the Specified Currency in respect of such principal, premium, if any, and/or
interest and need not file a separate election for each payment. Such election
will remain in effect until revoked by written notice to the Trustee, but
written notice of any such revocation must be received by the Trustee on or
prior to the applicable Record Date or at least 15 calendar days prior to the
Maturity Date, as the case may be.
If the Specified Currency is other than United States dollars or a
composite currency and the Holder of this Note shall have duly made an election
to receive all or a specified portion of any payment of principal, premium, if
any, and/or interest, if any, in respect of this Note in the Specified Currency
and if the Specified Currency is not available due to the imposition of exchange
controls or other circumstances beyond the control of the Company, or is no
longer used by the government of the country issuing such currency or for the
settlement of transactions by public institutions within the international
banking community, then the Company will be entitled to satisfy its obligations
to the Holder of this Note by making such payment in United States dollars on
the basis of the Market Exchange Rate (as defined below) on the second Business
Day prior to such payment date or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate;
provided, however, that if such Specified Currency is replaced by a single
European currency, the payment of principal of, premium, if any, or interest, if
any, on this Note denominated in such currency shall be effected in the new
single European currency in conformity with legally applicable measures taken
pursuant to, or by virtue of, the treaty establishing the European Community, as
amended by the treaty on European Unity. The "Market Exchange Rate" for the
Specified Currency means the noon dollar buying rate in The City of New York for
cable transfers for the Specified Currency as certified for customs purposes by
(or if not so certified, as otherwise determined by) the Federal Reserve Bank of
New York. Any payment made under such circumstances in United States dollars
or a new single European currency where the required payment is in a Specified
Currency other than United States dollars or such single European currency,
respectively, will not constitute an Event of Default (as defined in the
Indenture).
11
<PAGE>
If the Specified Currency is a composite currency and the Holder of this
Note shall have duly made an election to receive all or a specified portion of
any payment of principal, premium, if any, and/or interest, if any, in respect
of this Note in the Specified Currency and if such composite currency is
unavailable due to the imposition of exchange controls or other circumstances
beyond the control of the Company, then the Company will be entitled to satisfy
its obligations to the Holder of this Note by making such payment in United
States dollars. The amount of each payment in United States dollars shall be
computed by the Exchange Rate Agent on the basis of the equivalent of the
composite currency in United States dollars. The component currencies of the
composite currency for this purpose (collectively, the "Component Currencies"
and each, a "Component Currency") shall be the currency amounts that were
components of the composite currency as of the last day on which the composite
currency was used. The equivalent of the composite currency in United States
dollars shall be calculated by aggregating the United States dollar equivalents
of the Component Currencies. The United States dollar equivalent of each of the
Component Currencies shall be determined by the Exchange Rate Agent on the basis
of the most recently available Market Exchange Rate for each such Component
Currency, or as otherwise specified on the face hereof.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified above, in the Addendum hereto, which
further provisions shall have the same force and effect as if set forth on the
face hereof.
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
12
<PAGE>
IN WITNESS WHEREOF, NIKE, Inc. has caused this Note to be duly executed.
NIKE, INC.
By________________________________
Title:
By________________________________
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Debt Securities of the
series designated as Medium-Term Notes
referred to in the within-mentioned
Indenture.
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By____________________________
Authorized Signatory
<PAGE>
[REVERSE OF NOTE]
NIKE, INC.
MEDIUM-TERM NOTE
(Floating Rate)
This Note is one of a duly authorized series of Debt Securities (the
"Debt Securities") of the Company issued and to be issued under an Indenture,
dated as of December 13, 1996, as amended, modified or supplemented from time to
time (the "Indenture"), between the Company and The First National Bank of
Chicago, as Trustee (the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
holders of the Debt Securities, and of the terms upon which the Debt Securities
are, and are to be, authenticated and delivered. This Note is one of the series
of Debt Securities designated as "Medium-Term Notes" (the "Notes"). All terms
used but not defined in this Note specified on the face hereof or in an Addendum
hereto shall have the meanings assigned to such terms in the Indenture.
This Note is issuable only in registered form without coupons in
minimum denominations of U.S.$1,000 and integral multiples thereof or the
minimum Authorized Denomination specified on the face hereof.
This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or repayable prior to the
Stated Maturity.
This Note will be subject to redemption at the option of the Company
on any date on or after the Redemption Commencement Date, if any, specified on
the face hereof, in whole or from time to time in part in increments of
U.S.$1,000 or the minimum Authorized Denomination (provided that any remaining
principal amount hereof shall be at least U.S.$1,000 or such minimum Authorized
Denomination), at the Redemption Price (as defined below), together with unpaid
interest accrued thereon to the date fixed for redemption (each, a "Redemption
Date"), on notice given not more than 60 nor less than 30 calendar days prior to
the Redemption Date and in accordance with the provisions of the Indenture. The
"Redemption Price" shall initially be the Initial Redemption Percentage
specified on the face hereof multiplied by the unpaid principal amount of this
Note to be redeemed. The Initial Redemption Percentage shall decline at each
anniversary of the Redemption Commencement Date by an amount equal to the Annual
Redemption Percentage Reduction, if any, specified on the face hereof until the
Redemption Price is equal to 100% of the unpaid principal amount to be redeemed.
In the event of redemption of this Note in part only, a new Note of like tenor
for the unredeemed portion hereof and otherwise having the same terms as this
Note shall be issued in the name of the Holder hereof upon the presentation and
surrender hereof.
This Note will be subject to repayment by the Company at the option of
the Holder hereof on the Optional Repayment Date(s), if any, specified on the
face hereof, in whole or in part in increments of U.S.$1,000 or the minimum
Authorized Denomination (provided that any remaining principal amount hereof
shall be at least U.S.$1,000 or such minimum Authorized Denomination), at a
repayment price equal to 100% of the unpaid principal amount to be repaid,
together with unpaid interest accrued hereon to the date fixed for repayment
(each, a "Repayment Date"). For this Note to be repaid, this Note must be
received, together with the form hereon entitled "Option to Elect Repayment"
duly completed, by the Trustee at its Corporate Trust Office in the City of
Chicago or at its New York Window in the Borough of Manhattan, The City of New
York (or at such other address of which the Company shall from time to time
designate and notify holders of the Notes) not more than 60 nor less than 30
calendar days prior to the Repayment Date. Exercise of such repayment option by
the Holder hereof will be irrevocable. In the event of repayment of this Note
in part only, a new Note of like tenor for the unrepaid portion hereof and
otherwise having the same terms as this Note shall be issued in the name of the
Holder hereof upon the presentation and surrender hereof.
1
<PAGE>
If this is a Global Security representing Book-Entry Notes, only the
Depositary may exercise the repayment option in respect of this Note.
Accordingly, if this is a Global Security representing Book-Entry Notes and the
beneficial owner desires to have all or any portion of the Book-Entry Note
represented by this Global Security repaid, the beneficial owner must instruct
the Participant through which he owns his interest to direct the Depositary to
exercise the repayment option on his behalf by delivering this Note and duly
completed election form to the Trustee as aforesaid.
If this Note is an Original Issue Discount Note as specified on the
face hereof, the amount payable to the Holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to the sum of
(i) the Issue Price specified on the face hereof (increased by any accruals of
the Discount, as defined below) and, in the event of any redemption of this Note
(if applicable), multiplied by the Initial Redemption Percentage (as adjusted by
the Annual Redemption Percentage Reduction, if applicable) and (ii) any unpaid
interest on this Note accrued from the Original Issue Date to the Redemption
Date, Repayment Date or date of acceleration of maturity, as the case may be.
The difference between the Issue Price and 100% of the principal amount of this
Note is referred to herein as the "Discount".
For purposes of determining the amount of Discount that has accrued as
of any Redemption Date, Repayment Date or date of acceleration of maturity of
this Note, such Discount will be accrued so as to cause the yield on the Note to
be constant. The constant yield will be calculated using a 30-day month, 360-
day year convention, a compounding period that, except for the Initial Period
(as defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption that
the maturity of this Note will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the "Initial Period")
is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial
Period is longer than the compounding period, then such period will be divided
into a regular compounding period and a short period, with the short period
being treated as provided in the preceding sentence.
If an Event of Default, as defined in the Indenture, shall occur and
be continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Debt Securities at any time by the
Company and the Trustee with the consent of the holders of not less than a
majority of the aggregate principal amount of all Debt Securities at the time
outstanding and affected thereby. The Indenture also contains provisions
permitting the holders of not less than a majority of the aggregate principal
amount of the outstanding Debt Securities of any series, on behalf of the
holders of all such Debt Securities, to waive compliance by the Company with
certain provisions of the Indenture. Furthermore, provisions in the Indenture
permit the holders of not less than a majority of the aggregate principal amount
of the outstanding Debt Securities of any series, in certain instances, to
waive, on behalf of all of the holders of Debt Securities of such series,
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and other Notes issued
upon the registration of transfer hereof or in exchange heretofore or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein and herein set forth, the transfer of this Note is registrable in the
Security Register of the Company upon surrender of this Note for
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registration of transfer at the office or agency of the Company in any place
where the principal hereof and any premium or interest hereon are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or by his attorney duly authorized in writing, and thereupon one
or more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations
therein and herein set forth, this Note is exchangeable for a like aggregate
principal amount of Notes of different authorized denominations but otherwise
having the same terms and conditions, as requested by the Holder hereof
surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Holder in whose name this Note is registered as the owner thereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The internal laws of the State of New York shall govern the Indenture
and the Notes.
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ____ Custodian ___
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors Act
survivorship and not as tenants _____________________
in common (State)
Additional abbreviations may also be used though not in the above
list.
__________________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------
| |
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
______________________________________________________________________________
this Note and all rights thereunder hereby irrevocably constituting and
appointing
____________________________________________________________________, Attorney,
to transfer this Note on the books of the Trustee, with full power of
substitution in the premises.
Dated:_____________________ _______________________________________
_______________________________________
Notice: The signature(s) on this
Assignment must correspond with the
name(s) as written upon the face of this
Note in every particular, without
alteration or enlargement or any change
whatsoever.
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<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to its
terms at a price equal to _____% of the principal amount to be repaid, together
with unpaid interest accrued hereon to the Repayment Date, to the undersigned,
at______________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office in the City of Chicago, currently located at One First National
Plaza, Suite 206, Chicago, Illinois 60670-0126 or at its New York Window in the
Borough of Manhattan, The City of New York, currently located at c/o First
Chicago Trust Company of New York, 14 Wall Street, 8th Floor, New York, N.Y.
10005, not more than 60 nor less than 30 calendar days prior to the Repayment
Date, this Note with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion thereof (which shall be increments of U.S.$1,000 (or, if the
Specified Currency is other than United States dollars, the minimum Authorized
Denomination specified on the face hereof)) which the Holder elects to have
repaid and specify the denomination or denominations (which shall be an
Authorized Denomination) of the Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).
Principal Amount
to be Repaid: $_____________
---------------------------------------
Notice: The signature(s) on this
Date: ______________ Option to Elect Repayment must
correspond with the name(s) as
written upon the face of this Note in
every particular, without alteration
or enlargement or any change
whatsoever.
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