Amendment No. 2 to Credit Agreement
This Amendment No. 2 to Credit Agreement dated as of June 1,
1991, (the "Amendment") is dated as of November 7, 1994, and is
among NIKE, Inc. (the "Company"), The First National Bank of
Chicago, as agent for the Company (the "Agent") and the Banks
party thereto (the "Banks").
WITNESSETH:
WHEREAS, the Company, the Agent and the Banks are parties to
that certain Credit Agreement dated as of June 1, 1991 (the
"Agreement"); and
WHEREAS, the Company desires to extend the Revolving Credit
Termination Date (as defined in the Agreement); and
WHEREAS, the Company desires to remove a Bank from the
Agreement and change the Commitments of the remaining Banks; and
WHEREAS, the Banks are willing to grant the request on the
terms and subject to the conditions hereinafter set forth; and
NOW, THEREFORE, in consideration of the premises herein
contained, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto hereby
agree as follows:
1. Defined Terms. Capitalized terms used herein and not
otherwise defined shall have their meanings as attributed to
such terms in the Agreement.
2. Amendments to the Agreement.
2.1 The Revolving Credit Termination Date, which was
previously extended to November 30, 1995, is hereby extended to
November 30, 1996. The definition of Revolving Credit Termination
Date is amended by deleting the date "November 30, 1995" contained
therein substituting therefor the date "November 30, 1996".
2.2 The Commitments of the Lenders listed on the signature
pages of the Agreement is amended by deleting the Commitments
listed thereon and substituting therefor the Commitments listed
opposite each such Lender's name on the signature pages to this
Amendment No. 2.
2.3 The Agreement is amended by deleting Canadian Imperial
Bank of Commerce ("CIBC") as a party to the Agreement, effective
as of the effective date of this Amendment No. 2.
3. Representations and Warranties. In order to induce the Agent
and the undersigned Banks to enter into this Amendment, the
Company represents and warrants that:
3.1 The representations and warranties set forth in Article
V of the Agreement are true, correct and complete on the date
hereof as if made on and as of the date hereof and that there
exists no Default or Unmatured Default on the date hereof.
3.2 The execution and delivery by the Company of this
Amendment has been duly authorized by proper corporate proceedings
of the Company and this Amendment, and the Agreement, as amended
by this Amendment, constitute the valid and binding obligations of
the Company, enforceable against the Company in accordance with
their terms, except as enforceability may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement
of creditors' rights generally and subject also to the availability
of equitable remedies if equitable remedies are sought.
3.3 Neither the execution and delivery by the Company of
this Amendment, nor the consummation of the transactions herein
contemplated, nor compliance with the provisions hereof will
violate any law, rule, regulation, order, writ, judgment,
injunction, decree or award binding on the Company or any
Subsidiary of the Company's or any Subsidiary's articles of
incorporation or by-laws or the provisions of any indenture,
instrument or agreement to which the Company or any Subsidiary is
a party or is subject, or by which it or its property, is bound,
or conflict with or constitute a default thereunder.
4. Effective Date. This Amendment shall become effective as of
the date first above written upon receipt by the Agent of copies
hereof executed by the Company, executed by the Agent, the Company
and each Bank and evidence satisfactory to the Agent that CIBC has
been paid in full for all Obligations owing to it under the
Agreement.
5. Ratification. The Agreement, as amended hereby, remains in
full force and effect.
6. Reference to Agreement. From and after the effective date
hereof, each reference in the Agreement to "this Agreement",
"hereof", or "hereunder" or words of like import, and all
references to the Agreement in any and all agreements,
instruments, documents, notes, certificates and other writings of
every kind and nature shall be deemed to mean the Agreement, as
amended by this Amendment.
7. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall
constitute one and the same agreement.
8. Choice of Law. THIS AMENDMENT SHALL BEhjgb CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS)
OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.
9. OREGON LEGAL NOTICE. UNDER OREGON LAW, MOST AGREEMENTS,
PROMISES AND COMMITMENTS MADE BY US AFTER THE EFFECTIVE DATE OF
THIS ACT CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE
NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY
BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS
CONSIDERATION AND BE SIGNED BY US TO BE ENFORCEABLE. THE TERM
"THIS ACT" MEANS CHAPTER 967 OREGON LAWS 1989. THE TERM "US"
MEANS THE BANKS. THE EFFECTIVE DATE OF THIS ACT IS OCTOBER 3,
1989.
IN WITNESS WHEREOF, the Borrower, the Agent and the
undersigned Lenders have executed this Agreement as of the date
first above written.
NIKE, INC.
/s/ Marcia A. Stilwell
Treasurer
Commitments
$ 20,000,000 THE FIRST NATIONAL BANK OF CHICAGO,
individually and as Agent
By ___________________________
$ 20,000 000 ABN AMRO BANK N.V.
By ___________________________
$ 20,000,000 BANK BRUSSELS LAMBERT, NEW YORK
BRANCH
By ___________________________
$ 20,000,000 BANQUE NATIONAL DE PARIS
By ___________________________
$ 20,000,000 CITIBANK, N.A.
By ___________________________
$ 20,000,000 COMMERZBANK AKTIENGESELLSCHAFT,
GRAND CAYMAN BRANCH
By ___________________________
$ 20,000,000 CREDIT LYONNAIS
SAN FRANCISCO BRANCH
By ___________________________
$ 20,000,000 SEATTLE-FIRST NATIONAL BANK
By ___________________________
$ 20,000,000 BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION (As
successor to SECURITY PACIFIC
BANK OF OREGON)
By ___________________________
$ 20,000,000 SOCIETE GENERAL
By ___________________________
$ 20,000,000 SWISS BANK CORPORATION,
SAN FRANCISCO BRANCH
By ___________________________
$ 20,000,000 THE BANK OF NOVA SCOTIA
By ___________________________
$ 20,000,000 THE BANK OF TOKYO, LTD.,
PORTLAND BRANCH
By ___________________________
$ 20,000,000 THE HONGKONG AND SHANGHAI BANKING
CORPORATION LIMITED
By ___________________________
$ 20,000,000 UNITED STATES NATIONAL BANK OF
OREGON
By ___________________________
_______________
$300,000,000
================