Exhibit 4.2
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of The Depository or a
nominee thereof. This Security is exchangeable for securities registered in the
name of a person other than the Depository or its nominee only in the limited
circumstances described in the Indenture, and may not be transferred except as a
whole by the Depository to a nominee of the Depository, by a nominee of the
Depository to the Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor Depository or a nominee of such
successor Depository.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), 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 DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), 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.
NIKE, INC.
6-3/8% Notes Due December 1, 2003
No. 1 $200,000,000
CUSIP No. 654106 AA 1
NIKE, Inc., a corporation duly organized and existing under the laws
of Oregon (herein called the "Company", which term includes any successor person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of Two
Hundred Million Dollars ($200,000,000) on December 1, 2003, and to pay interest
thereon from December 1, 1996 or from the most recent interest payment date to
which interest has been paid or duly provided for, semi-annually on June 1 and
December 1 in each year, commencing June 1, 1997 at the rate of 6-3/8% per
annum, until the principal hereof is paid or made available for payment, and (to
the extent that the payment of such interest is permitted by law) at the rate of
6-3/8% per annum on any overdue principal and on any overdue installment of
interest until paid. The interest so payable, and punctually paid or duly
provided for, on any interest payment date will be paid to the person in whose
name this Security (or one or more predecessor Securities) is registered at the
close of business on the regular record date for such interest, which shall be
the May 15 or November 15 (whether or not a Business Day), as the case may be,
next preceding such interest payment date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such regular record date and may either be paid to the person in whose name this
Security (or one or more predecessor Securities) is registered at the close of
business on a special record date for the payment of such defaulted interest to
be fixed by the Company, notice whereof shall be given to Trustee and the
Holders of Securities not less than 30 days prior to such special record date,
or be
paid at any time in any other lawful manner. Interest on the Securities shall
be computed on the basis of a 360-day year of twelve 30-day months.
Payment of the principal of and interest on this Security will be made
(i) if this Security is a Global Security registered in the name of the
Depository or its nominee, to such Depository or such nominee, by wire transfer
of immediately available funds on each of the applicable interest payment dates
and (ii) if this Security is in definitive registered form, at the offices or
agencies of the Company maintained for that purpose in The Borough of Manhattan,
The City of New York, and in Chicago, Illinois, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that except with respect to a
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Global Security, at the option of the Company payment of interest may be made by
check mailed to the address of the person entitled thereto as such address shall
appear in the register with respect to the Securities.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
In Witness Whereof, the Company has caused this instrument to be duly
executed.
NIKE, Inc.
By: ________________________________
Robert S. Falcone
Vice President and Chief
Financial Officer
Attest:
_________________________________________
Certificate of Authentication
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE FIRST NATIONAL BANK
OF CHICAGO, As Trustee
Dated: December 13, 1996 By:_________________________________
Authorized Signatory
Reverse of Security
This Security is one of a duly authorized series of securities of the
Company issued and to be issued under an Indenture, dated as of December 13,
1996 (herein called the "Indenture", which term shall have the meaning assigned
to it in such instrument), between the Company and The First National Bank of
Chicago, as Trustee (herein called the "Trustee", which term includes any
successor Trustee under the Indenture), and reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to $200,000,000 (herein
called the "Securities").
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
The Securities are subject to redemption, in whole or in part, at the
option of the Company, at any time, at a redemption price equal to the greater
of (i) 100% of the principal amount of such Securities or (ii) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon, discounted to the redemption date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate
(determined on the third Business Day preceding such redemption date), plus, in
each case, accrued and unpaid interest thereon to the redemption date.
"Adjusted Treasury Rate" means the arithmetic mean of the yields under
the heading "Week Ending" published in the Statistical Release most recently
published prior to the date of determination under the caption "Treasury
Constant Maturities" for the maturity (rounded to the nearest month)
corresponding to the remaining life to maturity, as of the redemption date, of
the principal being redeemed. If no maturity set forth under such heading
exactly corresponds to the maturity of such principal, yields for the two
published maturities most closely corresponding to the maturity of such
principal shall be calculated pursuant to the immediately preceding sentence,
and the Adjusted Treasury Rate shall be interpolated or extrapolated from such
yields on a straight-line basis, rounding in each of the relevant periods to the
nearest month.
"Statistical Release" means the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which establishes yields on actively-traded United
States government securities adjusted to constant maturities, or, if such
statistical release is not published at the time of any determination hereunder,
then such other reasonably comparable index which shall be designated by the
Company.
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each Holder of the Securities to be
redeemed. Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Securities
called for redemption.
In the event of redemption of this Security in part only, upon surrender of such
Security, a new Security of the same maturity equal in principal amount to the
unredeemed portion of the Security surrendered will be issued in the name of the
Holder hereof.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or certain restrictive covenants and Events
of Default with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.
If an Event of Default with respect to the Securities shall occur and
be continuing, the principal of the Securities may be declared due and payable
in the manner and with the effect provided in the Indenture.
Subject to certain limitations described in the Indenture, the
Indenture permits the Company and the Trustee to enter into a supplemental
indenture with the written consent of the Holders of at least a majority in
principal amount of the outstanding Securities (including consents obtained in
connection with a tender offer or exchange offer for the Securities), for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Securityholders. Except with respect
to a Default in the payment of the principal of or interest on any Security, the
Holders of at least a majority in principal amount of the outstanding Securities
by notice to the Trustee (including consents obtained in connection with a
tender offer or exchange offer for the Securities) may waive compliance by the
Company with any provision of the Indenture or the Securities. Any such consent
or waiver by the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding,
judicial or otherwise, with respect to the Indenture, or for the appointment of
a receiver or trustee, or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities, the Holders of not less than 25% in
principal amount of the Securities at the time outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee, offered the Trustee reasonable indemnity, the Trustee for
60 days after its receipt of such notice, request and offer of indemnity has
failed to institute any such proceeding and the Trustee shall not have received
from the Holders of a majority in principal amount of Securities at the time
outstanding a direction inconsistent with such request. The foregoing shall not
apply to any suit instituted by the Holder of this Security for the enforcement
of any payment of the principal hereof or any interest hereon on or after the
respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and
unconditional, to pay the principal of and interest on this Security at the
times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer or the exchange for an equal principal amount of
the Securities is registrable with the Registrar, upon surrender of the
Securities at the office or agency of the Registrar, duly endorsed by, or
accompanied by a written instrument of transfer or exchange in form satisfactory
to the Registrar duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon the Trustee shall, at the Registrar's
request, authenticate one or more new Securities and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued for exchange or to the designated transferee or transferees.
The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof.
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 transfer tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the person in whose name this Security is registered as the owner
hereof for all purposes, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
The Indenture and the Securities shall be governed by and construed in
accordance with the internal laws of the State of New York.