NIKE, INC.
SECOND AMENDMENT
TO CREDIT AGREEMENT
(364-Day Facility)
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated as
of November 15, 2002 and entered into by and among NIKE, Inc. (the "BORROWER"),
the financial institutions listed on the signature pages hereof (the "FACILITY
B BANKS"), Bank of America, N.A., as Administrative Agent, Citicorp USA, Inc.,
as Syndication Agent, Bank One, N.A., HSBC Bank USA, and The Bank of Tokyo-
Mitsubishi, Ltd., as Co-Documentation Agents, and is made with reference to
that certain Credit Agreement dated as of November 17, 2000 by and among the
parties thereto, as amended by that certain First Amendment to Credit
Agreement, dated as of November 16, 2001 (as amended or otherwise modified up
to the date hereof, the "CREDIT AGREEMENT"). Capitalized terms used herein
without definition shall have the same meanings herein as set forth in the
Credit Agreement.
RECITALS
WHEREAS, the Borrower and the Facility B Banks desire to amend the Credit
Agreement (a) to extend the Facility B Termination Date for an additional 364
day period, (b) to adjust the Facility B Commitments, and (c) to amend the
definition of "Applicable Margin" with respect to the Facility B Loans;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 AMENDMENTS.
A. Section 1.1 of the Credit Agreement is hereby amended by
adding in the definition of "Applicable Margin" the following
at the end of such definition:
"Notwithstanding anything to the contrary set forth in this
definition, if the Facility B Term Loans are made, the
Applicable Margin for all Advances comprising the Facility B
Term Loans shall be the rate per annum for the Applicable
Rating Level in the Facility B Loan column above plus 12.5
basis points.
B. Section 1.1 of the Credit Agreement is hereby amended by
deleting, in the definition of Facility B Termination Date the date "November
15, 2002" and substituting in lieu thereof the date "November 14, 2003".
C. Section 2.4.1 of the Credit Agreement is hereby amended
by deleting the language "October 5, 2000, and the letter agreement dated
October 8, 2001" and substituting in lieu thereof the date "October 8, 2002".
D. Section 2.4.4 of the Credit Agreement is hereby amended
by deleting clause (b) in its entirety and substituting the following therefor:
"(b) FACILITY B. The Borrower shall pay to the
Administrative Agent for the account of each Facility B Bank in accordance with
its Facility B Pro Rata Share, a utilization fee of 0.10% TIMES the actual
daily aggregate outstanding Facility B Loans (i) on each day that the aggregate
outstanding amount of the Facility A Loans and the Facility B Loans exceeds
33.0% of the Facility A Commitments and the Facility B Commitments and (ii) at
all times after the Facility B Term Loan is made. The utilization fee shall be
due and payable quarterly in arrears on each Payment Date, commencing with the
first Payment Date to occur after the Effective Date, and on the Facility B
Termination Date (or if the Facility B Term Loans are made, the Facility B Term
Loan Maturity Date)."
1.2 SUBSTITUTION OF SCHEDULE.
SCHEDULE 3 to the Credit Agreement is hereby amended by deleting the
page providing Facility B Commitments in said SCHEDULE 3 in its entirety and
substituting in place thereof Facility B Commitments in the form of Annex I to
this Amendment.
SECTION 2. CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective on November 15, 2002 upon receipt
by the Administrative Agent of all of the following, in form and substance
satisfactory to the Administrative Agent (the date of satisfaction of such
condition being referred to herein as the "SECOND AMENDMENT EFFECTIVE DATE"):
A. AMENDMENT. This Amendment executed by each party hereto.
B. INCUMBENCY CERTIFICATE. A certificate of the Secretary
or Assistant Secretary of the Borrower, certifying the names and true
signatures of the officers of the Borrower authorized to execute, deliver and
perform, as applicable, this Amendment, and all other Loan Documents to be
delivered by it hereunder.
C. PAYMENT OF FEES. Evidence of payment by the Borrower of
all accrued and unpaid fees, costs and expenses to the extent then due and
payable on the Second Amendment Effective Date, together with Attorney Costs of
Bank of America to the extent invoiced prior to or on the Second Amendment
Effective Date; PROVIDED THAT, notwithstanding the above, such payment by the
Borrower shall include all accrued and unpaid facility fees with respect to the
Facility B Commitments through the Second Amendment Effective Date.
▇. ▇▇▇▇▇' PARTICIPATION FEE. Payment by the Borrower to the
Administrative Agent, for the account of each of the Facility B Banks as set
forth on SCHEDULE 3 to the Credit Agreement, the Facility B Commitments of
which are attached as ANNEX I to this Amendment, in accordance with their
respective pro rata shares, a participation fee ("the Participation Fee") in an
amount set forth in the letter agreement between the Borrower, Bank of America
and Banc of America Securities LLC.
E. BORROWER CERTIFICATE. A certificate signed by an
authorized officer of the Borrower, dated as of the Second Amendment Effective
Date, stating that:
(i) the representations and warranties contained in
Section 3 hereof and in Article V of the Credit Agreement are true and
correct on and as of such date, as though made on and as of such date,
except for changes in the Schedules hereto reflecting transactions
permitted by this Agreement;
(ii) no Default or Unmatured Default exists; and
(iii) since May 31, 2002, there has been no change in
the business, properties, condition (financial or otherwise) or results
of operations of the Borrower and its Subsidiaries which could have a
Material Adverse Effect.
SECTION 3. BORROWER'S REPRESENTATIONS AND WARRANTIES
In order to induce the Facility B Banks to enter into this Amendment and
to amend the Credit Agreement in the manner provided herein, the Borrower
represents and warrants to each Facility B Bank that the following statements
are true, correct and complete:
A. AUTHORIZATION OF AGREEMENTS. The execution and delivery
of this Amendment and the performance of the Credit Agreement as amended by
this Amendment (the "AMENDED AGREEMENT") have been duly authorized by all
necessary corporate action on the part of the Borrower.
B. BINDING OBLIGATION. This Amendment has been duly
executed and delivered by the Borrower and this Amendment and the Amended
Agreement are the legally valid and binding obligations of the Borrower,
enforceable against the Borrower in accordance with their respective terms,
except as enforceability may be limited by bankruptcy, insolvency or similar
laws affecting the enforcement of creditors' rights generally.
C. NO OUTSTANDING FACILITY B ADVANCES. No Facility B
Advances are outstanding as of the Second Amendment Effective Date.
SECTION 4. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
(i) On and after the Second Amendment Effective Date,
each reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import referring to
the Credit Agreement, and each reference in the other Loan Documents
to the "Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement shall mean and be a reference
to the Amended Agreement.
(ii) Except as specifically amended by this Amendment,
the Credit Agreement and the other Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein, constitute a
waiver of any provision of, or operate as a waiver of any right, power
or remedy of the Administrative Agent or any Bank under, the Credit
Agreement or any of the other Loan Documents.
(iv) The Credit Agreement, as amended hereby, together
with the other Loan Documents, embodies the entire agreement and
understanding among the Borrower, the Banks and the Administrative
Agent, and supersedes all prior or contemporaneous agreements and
understandings of such Persons, verbal or written, relating to the
subject matter hereof and thereof.
B. FEES AND EXPENSES. The Borrower acknowledges that all
costs, fees and expenses incurred by the Administrative Agent and its counsel
with respect to this Amendment and the documents and transactions contemplated
hereby shall be for the account of the Borrower.
C. HEADINGS. Section and subsection headings in this
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.
D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH (AND NOT THE LAW OF CONFLICTS) OF THE
STATE OF OREGON BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
E. 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 and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
NIKE, INC., AS THE BORROWER
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
_______________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Treasurer
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Treasurer
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
SEE SEPARATE DOCUMENT FOR REMAINDER OF THE SIGNATURE PAGES
ANNEX I
FACILITY B COMMITMENTS
______________________
FACILITY B
BANK FACILITY B COMMITMENT PRO RATA SHARE
__________________________ _________________________ _______________
Bank of America, N.A. $ 43,000,000.00 8.6%
Citicorp USA, Inc. 43,000,000.00 8.6%
Bank of Tokyo-Mitsubishi, Ltd. 38,000,000.00 7.6%
Bank One, NA 38,000,000.00 7.6%
HSBC Bank USA 38,000,000.00 7.6%
Bank of Nova Scotia 35,000,000.00 7.0%
Fleet National Bank 35,000,000.00 7.0%
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co Inc 35,000,000.00 7.0%
U.S. Bank National Association 35,000,000.00 7.0%
Deutsche Bank AG 35,000,000.00 7.0%
Royal Bank of Scotland 24,000,000.00 4.8%
Danske 24,000,000.00 4.8%
The Northern Trust Co. 21,000,000.00 4.2%
▇▇▇▇▇ Fargo Bank, N.A. 21,000,000.00 4.2%
Royal Bank of Canada 20,000,000.00 4.0%
WestPac Banking Corporation 15,000,000.00 3.0%
_________________________ _______________
$ 500,000,000.00 100.0%
SECOND AMENDMENT TO CREDIT AGREEMENT
Dated as of November 15, 2002
among
NIKE, INC.,
as the Borrower,
BANK OF AMERICA, N.A.,
as Administrative Agent,
CITICORP USA, INC.,
as Syndication Agent,
BANK ONE, NA,
HSBC BANK USA,
and
THE BANK OF TOKYO-MITSUBISHI, LTD.
as Co-Documentation Agents,
and
THE BANKS PARTY HERETO
JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS:
BANC OF AMERICA SECURITIES LLC
and
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ INC.