EXHIBIT 10.3
COMMERCIAL PAPER
DEALER AGREEMENT
between
NIKE, Inc., as Issuer
and
Goldman, Sachs & Co., as Dealer
Concerning Notes to be issued pursuant to an Issuing and Paying
Agent
Agreement dated as of March 17, 2004, between the Issuer and
Deutsche
Bank Trust Company Americas, as Issuing and Paying Agent, as
amended
Dated as of
January 24, 2007
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COMMERCIAL PAPER DEALER AGREEMENT
This
agreement (the "Agreement") sets forth the understanding
between the Issuer and the Dealer, each named on the cover page of
this
Agreement, in connection with the issuance and sale by the Issuer
of
its short-term promissory notes (the "Notes") through the
Dealer.
Certain terms used in this Agreement are defined in Section 6
of
this Agreement.
The
Addendum and Exhibits to this Agreement are hereby
incorporated into this Agreement and made fully a part hereof.
Section 1.
Offers, Sales and Resales of Notes.
1.1
While (i) the Issuer has and shall have no obligation to
sell the Notes to the Dealer or to permit the Dealer to arrange
any
sale of the Notes for the account of the Issuer, and (ii) the
Dealer
has and shall have no obligation to purchase the Notes from the
Issuer
or to arrange any sale of the Notes for the account of the Issuer,
the
parties hereto agree that in any case where the Dealer purchases
Notes
from the Issuer, or arranges for the sale of Notes by the Issuer,
such
Notes will be purchased or sold by the Dealer in reliance on
the
representations, warranties, covenants and agreements of the
Issuer
contained herein or made pursuant hereto and on the terms and
conditions and in the manner provided herein.
1.2
So
long as this Agreement shall remain in effect, and in
addition to the limitations contained in Section 1.7 hereof, the
Issuer
shall not, without the consent of the Dealer, offer, solicit or
accept
offers to purchase, or sell, any Notes except (a) in transactions
with
one or more dealers which may from time to time after the date
hereof
become dealers with respect to the Notes by executing with the
Issuer
one or more agreements which contain provisions substantially
identical
to those contained in Section 1 of this Agreement, of which the
Issuer
hereby undertakes to provide the Dealer prompt notice or (b) in
transactions with the other dealers listed on the Addendum
hereto,
which are executing agreements with the Issuer which contain
provisions
substantially identical to Section 1 of this Agreement
contemporaneously herewith. In no event shall the Issuer
offer,
solicit or accept offers to purchase, or sell, any Notes directly
on
its own behalf in transactions with persons other than
broker-dealers
as specifically permitted in this Section 1.2.
1.3
The
Notes shall be in a minimum denomination of $250,000
or integral multiples of $1,000 in excess thereof, will bear
such
interest rates, if interest bearing, or will be sold at such
discount
from their face amounts, as shall be agreed upon by the Dealer and
the
Issuer, shall have a maturity not exceeding 364 days from the date
of
issuance and may have such terms as are specified in Exhibit C
hereto
or the Private Placement Memorandum. The Notes shall not contain
any
provision for extension, renewal or automatic "rollover."
1.4
The
authentication and issuance of, and payment for, the
Notes shall be effected in accordance with the Issuing and Paying
Agent
Agreement, and the Notes shall be either individual physical
certificates or book-entry notes evidenced by one or more master
notes
(each, a "Master Note") registered in the name of The Depository
Trust
Company ("DTC") or its nominee, in the form or forms annexed to
the
Issuing and Paying Agent Agreement.
1.5
If
the Issuer and the Dealer shall agree on the terms of
the purchase of any Note by the Dealer or the sale of any Note
arranged
by the Dealer (including, but not limited to, agreement with
respect to
the date of issue, purchase price, principal amount, maturity
and
interest rate or interest rate index and margin (in the case of
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interest-bearing Notes) or discount thereof (in the case of
Notes
issued on a discount basis), and appropriate compensation for
the
Dealer's services hereunder) pursuant to this Agreement, the
Issuer
shall cause such Note to be issued and delivered in accordance with
the
terms of the Issuing and Paying Agent Agreement and payment for
such
Note shall be made by the purchaser thereof, either directly or
through
the Dealer, to the Issuing and Paying Agent, for the account of
the
Issuer. Except as
otherwise agreed, in the event that the Dealer is
expressly acting as an agent for the Issuer and a purchaser
shall
either fail to accept delivery of or make payment for a Note on
the
date fixed for settlement, the Dealer shall promptly notify the
Issuer,
and if the Dealer has theretofore paid the Issuer for the Note,
the
Issuer will promptly return such funds to the Dealer against its
return
of the Note to the Issuer, in the case of a certificated Note, and
upon
notice of such failure in the case of a book-entry Note.
If such
failure occurred for any reason other than default by the Dealer,
the
Issuer shall reimburse the Dealer on an equitable basis for the
Dealer's loss of the use of such funds for the period such funds
were
credited to the Issuer's account, but only for the period after
the
Note is returned to the Issuer or the Issuer is so notified.
1.6
The
Dealer and the Issuer hereby establish and agree to
observe the following procedures in connection with offers, sales
and
subsequent resales or other transfers of the Notes:
(a)
Offers and sales
of the Notes by or through the Dealer shall
be made only to: (i) investors reasonably believed by the Dealer to
be
Qualified Institutional Buyers, Institutional Accredited Investors
or
Sophisticated Individual Accredited Investors and (ii) non-bank
fiduciaries or agents that will be purchasing Notes for one or
more
accounts, each of which is reasonably believed by the Dealer to be
an
Institutional Accredited Investor or Sophisticated Individual
Accredited Investor.
(b)
Resales and
other transfers of the Notes by the holders
thereof shall be made only in accordance with the restrictions in
the
legend described in clause (e) below.
(c)
No general
solicitation or general advertising shall be used
in connection with the offering of the Notes. Without limiting the
generality of the foregoing, without the prior written approval of
the
Dealer, the Issuer shall not issue any press release or place
or
publish any "tombstone" or other advertisement relating to the
Notes.
(d)
No sale of Notes
to any one purchaser shall be for less than
$250,000 principal or face amount, and no Note shall be issued in
a
smaller principal or face amount. If the purchaser is a non-bank
fiduciary acting on behalf of others, each person for whom such
purchaser is acting must purchase at least $250,000 principal or
face
amount of Notes.
(e)
Offers and sales
of the Notes by the Issuer through the
Dealer acting as agent for the Issuer shall be made in accordance
with
Rule 506 under the Securities Act, and shall be subject to the
restrictions described in the legend appearing on Exhibit A hereto.
A
legend substantially to the effect of such Exhibit A shall appear
as
part of the Private Placement Memorandum used in connection with
offers
and sales of Notes hereunder, as well as on each individual
certificate
representing a Note and each Master Note representing book-entry
Notes
offered and sold pursuant to this Agreement.
(f)
The Dealer shall
furnish or shall have furnished to each
purchaser of Notes for which it has acted as the Dealer a copy of
the
then-current Private Placement Memorandum unless such purchaser
has
previously received a copy of the Private Placement Memorandum as
then
in effect. The Private
Placement Memorandum shall expressly state that
any person to whom Notes are offered shall have an opportunity to
ask
questions of, and receive information from, the Issuer and the
Dealer
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and shall provide the names, addresses and telephone numbers of
the
persons from whom information regarding the Issuer may be
obtained.
(g)
The Issuer
agrees, for the benefit of the Dealer and each of
the holders and prospective purchasers from time to time of the
Notes
that, if at any time the Issuer shall not be subject to Section 13
or
15(d) of the Exchange Act, the Issuer will furnish, upon request
and at
its expense, to the Dealer and to holders and prospective
purchasers of
Notes information required by Rule 144A(d)(4)(i) in compliance
with
Rule 144A(d).
(h)
In the event
that any Note offered or to be offered by the
Dealer would be ineligible for resale under Rule 144A, the Issuer
shall
immediately notify the Dealer (by telephone, confirmed in writing)
of
such fact and shall promptly prepare and deliver to the Dealer
an
amendment or supplement to the Private Placement Memorandum
describing
the Notes that are ineligible, the reason for such ineligibility
and
any other relevant information relating thereto.
(i)
The Issuer
represents that it is not currently issuing
commercial paper in the United States market in reliance upon
the
exemption provided by Section 3(a)(3) of the Securities Act. The
Issuer
agrees that, if it shall issue commercial paper after the date
hereof
in reliance upon such exemption (a) the proceeds from the sale of
the
Notes will be segregated from the proceeds of the sale of any
such
commercial paper by being placed in a separate account; (b) the
Issuer
will institute appropriate corporate procedures to ensure that
the
offers and sales of notes issued by the Issuer pursuant to the
Section
3(a)(3) exemption are not integrated with offerings and sales of
Notes
hereunder; and (c) the Issuer will comply with each of the
requirements
of Section 3(a)(3) of the Securities Act in selling commercial
paper or
other short-term debt securities other than the Notes in the
United
States.
(j)
The Issuer
hereby agrees that, not later than 15 days after
the first sale of Notes as contemplated by this Agreement, it will
file
with the SEC a notice on Form D in accordance with Rule 503 under
the
Securities Act and that it will thereafter file such amendments to
such
notice as Rule 503 may require.
1.7
The
Issuer hereby represents and warrants to the Dealer,
in connection with offers, sales and resales of Notes, as
follows:
(a)
The Issuer
hereby confirms to the Dealer that (except as
permitted by Section 1.6(i)) within the preceding six months
neither
the Issuer nor any person other than the Dealer or the other
dealers
referred to in Section 1.2 hereof acting on behalf of the Issuer
has
offered or sold any Notes, or any substantially similar security of
the
Issuer (including, without limitation, medium-term notes issued by
the
Issuer), to, or solicited offers to buy any such security from,
any
person other than the Dealer or the other dealers referred to
in
Section 1.2 hereof.
The Issuer also agrees that (except as permitted
by Section 1.6(i)), as long as the Notes are being offered for sale
by
the Dealer and the other dealers referred to in Section 1.2 hereof
as
contemplated hereby and until at least six months after the offer
of
Notes hereunder has been terminated, neither the Issuer nor any
person
other than the Dealer or the other dealers referred to in Section
1.2
hereof (except as contemplated by Section 1.2 hereof) will offer
the
Notes or any substantially similar security of the Issuer for sale
to,
or solicit offers to buy any such security from, any person other
than
the Dealer or the other dealers referred to in Section 1.2 hereof,
it
being understood that such agreement is made with a view to
bringing
the offer and sale of the Notes within the exemption provided
by
Section 4(2) of the Securities Act and Rule 506 thereunder and
shall
survive any termination of this Agreement. The Issuer hereby
represents and warrants that it has not taken or omitted to take,
and
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will not take or omit to take, any action that would cause the
offering
and sale of Notes hereunder to be integrated with any other
offering of
securities, whether such offering is made by the Issuer or some
other
party or parties.
(b)
The Issuer
represents and agrees that the proceeds of the
sale of the Notes are not currently contemplated to be used for
the
purpose of buying, carrying or trading securities within the
meaning of
Regulation T and the interpretations thereunder by the Board of
Governors of the Federal Reserve System. In the event that the Issuer
determines to use such proceeds for the purpose of buying, carrying
or
trading securities, whether in connection with an acquisition
of
another company or otherwise, the Issuer shall give the Dealer at
least
five business days' prior written notice to that effect.
The Issuer
shall also give the Dealer prompt notice of the actual date that
it
commences to purchase securities with the proceeds of the Notes.
Thereafter, in the event that the Dealer purchases Notes as
principal
and does not resell such Notes on the day of such purchase, to
the
extent necessary to comply with Regulation T and the
interpretations
thereunder, the Dealer will sell such Notes either (i) only to
offerees
it reasonably believes to be Qualified Institutional Buyers or
to
Qualified Institutional Buyers it reasonably believes are acting
for
other Qualified Institutional Buyers, in each case in accordance
with
Rule 144A or (ii) in a manner which would not cause a violation
of
Regulation T and the interpretations thereunder.
Section 2.
Representations and Warranties of Issuer.
The
Issuer represents and warrants that:
2.1
The
Issuer is a corporation duly organized and validly
existing under the laws of the jurisdiction of its incorporation
and
has all the requisite power and authority to execute, deliver
and
perform its obligations under the Notes, this Agreement and the
Issuing
and Paying Agent Agreement.
2.2
This
Agreement and the Issuing and Paying Agent Agreement
have been duly authorized, executed and delivered by the Issuer
and
constitute legal, valid and binding obligations of the Issuer
enforceable against the Issuer in accordance with their terms,
subject
to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally, and subject, as to enforceability,
to
general principles of equity (regardless of whether enforcement
is
sought in a proceeding in equity or at law).
2.3
The
Notes have been duly authorized, and when issued as
provided in the Issuing and Paying Agent Agreement, and when
the
consideration therefor is received by the Issuer, will be duly
and
validly issued and will constitute legal, valid and binding
obligations
of the Issuer enforceable against the Issuer in accordance with
their
terms, subject to applicable bankruptcy, insolvency and similar
laws
affecting creditors' rights generally, and subject, as to
enforceability, to general principles of equity (regardless of
whether
enforcement is sought in a proceeding in equity or at law).
2.4
The
offer and sale of the Notes in the manner contemplated
hereby do not require registration of the Notes under the
Securities
Act, pursuant to the exemption from registration contained in
Section
4(2) thereof and Regulation D thereunder, and no indenture in
respect
of the Notes is required to be qualified under the Trust Indenture
Act
of 1939, as amended.
2.5
The
Notes will rank at least pari passu with all other
unsecured and unsubordinated indebtedness of the Issuer.
2.6
Except as provided in Section 1.6(j) hereof, no consent
or action of, or filing or registration with, any governmental
or
public regulatory body or authority, including the SEC, is required
to
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authorize, or is otherwise required in connection with the
execution,
delivery or performance of, this Agreement, the Notes or the
Issuing
and Paying Agent Agreement, except as may be required by the
securities
or Blue Sky laws of the various states in connection with the offer
and
sale of the Notes.
2.7
Neither the execution and delivery of this Agreement and
the Issuing and Paying Agent Agreement, nor the issuance of the
Notes
in accordance with the Issuing and Paying Agent Agreement, nor
the
fulfillment of or compliance with the terms and provisions hereof
or
thereof by the Issuer, will (i) result in the creation or
imposition of
any mortgage, lien, charge or encumbrance of any nature whatsoever
upon
any of the properties or assets of the Issuer, or (ii) violate
or
result in a breach or a default under any of the terms of the
Issuer's
charter documents or by-laws, any contract or instrument to which
the
Issuer is a party or by which it or its property is bound, or any
law
or regulation, or any order, writ, injunction or decree of any
court or
government instrumentality, to which the Issuer is subject or by
which
it or its property is bound, which breach or default would have
a
material adverse effect on the condition (financial or
otherwise),
operations or business prospects of the Issuer or the ability of
the
Issuer to perform its obligations under this Agreement, the Notes
or
the Issuing and Paying Agent Agreement.
2.8
There is no litigation or governmental proceeding pending,
or to the knowledge of the Issuer threatened, against or affecting
the
Issuer or any of its subsidiaries which would result in a
material
adverse change in the condition (financial or otherwise),
operations or
business prospects of the Issuer or the ability of the Issuer
to
perform its obligations under this Agreement, the Notes or the
Issuing
and Paying Agent Agreement.
2.9
The
Issuer is not an "investment company" within the
meaning of the Investment Company Act of 1940, as amended.
2.10
Neither
the Private Placement Memorandum nor the Company
Information contains any untrue statement of a material fact or
omits
to state a material fact required to be stated therein or necessary
to
make the statements therein, in light of the circumstances under
which
they were made, not misleading.
2.11
Each (a)
issuance of Notes by the Issuer hereunder and (b)
amendment or supplement of the Private Placement Memorandum shall
be
deemed a representation and warranty by the Issuer to the Dealer,
as of
the date thereof, that, both before and after giving effect to
such
issuance and after giving effect to such amendment or supplement,
(i)
the representations and warranties given by the Issuer set forth
in
this Section 2 remain true and correct on and as of such date as
if
made on and as of such date, (ii) in the case of an issuance of
Notes,
the Notes being issued on such date have been duly and validly
issued
and constitute legal, valid and binding obligations of the
Issuer,
enforceable against the Issuer in accordance with their terms,
subject
to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and subject, as to enforceability,
to
general principles of equity (regardless of whether enforcement
is
sought in a proceeding in equity or at law) and (iii) in the case
of an
issuance of Notes, since the date of the most recent Private
Placement
Memorandum, there has been no material adverse change in the
condition
(financial or otherwise), operations or business prospects of
the
Issuer which has not been disclosed to the Dealer in writing.
Section 3.
Covenants and Agreements of Issuer.
The
Issuer covenants and agrees that:
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3.1.
The
Issuer will give the Dealer prompt notice (but in any
event prior to any subsequent issuance of Notes hereunder) of
any
amendment to, modification of or waiver with respect to, the Notes
or
the Issuing and Paying Agent Agreement, including a complete copy
of
any such amendment, modification or waiver.
3.2.
The
Issuer shall, whenever there shall occur any material
change in the Issuer's condition (financial or otherwise),
operations
or business prospects or any development or occurrence in relation
to
the Issuer that would be material to holders of the Notes or
potential
holders of the Notes (including any downgrading or receipt of
any
notice of intended or potential downgrading or any review for
potential
change in the rating accorded any of the Issuer's securities by
any
nationally recognized statistical rating organization which has
published a rating of the Notes), promptly, and in any event prior
to
any subsequent issuance of Notes hereunder, notify the Dealer
(by
telephone, confirmed in writing) of such change, development or
occurrence.
3.3.
The
Issuer shall from time to time furnish to the Dealer
such information as the Dealer may reasonably request,
including,
without limitation, any press releases or material provided by
the
Issuer to any national securities exchange or rating agency,
regarding
(i) the Issuer's operations and financial condition, (ii) the
due
authorization and execution of the Notes and (iii) the Issuer's
ability
to pay the Notes as they mature.
3.4.
The
Issuer will take all such action as the Dealer may
reasonably request to ensure that each offer and each sale of the
Notes
will comply with any applicable state Blue Sky laws; provided,
however,
that the Issuer shall not be obligated to file any general consent
to
service of process or to qualify as a foreign corporation in
any
jurisdiction in which it is not so qualified or subject itself
to
taxation in respect of doing business in any jurisdiction in which
it
is not otherwise so subject.
3.5.
The
Issuer will not be in default of any of its material
obligations hereunder, under the Notes or under the Issuing and
Paying
Agent Agreement, at any time that any of the Notes are
outstanding.
3.6.
The
Issuer shall not issue Notes hereunder until the
Dealer shall have received (a) an opinion of counsel to the
Issuer,
addressed to the Dealer, satisfactory in form and substance to
the
Dealer, (b) a copy of the executed Issuing and Paying Agent
Agreement
as then in effect, (c) a copy of resolutions adopted by the Board
of
Directors of the Issuer, satisfactory in form and substance to
the
Dealer and certified by the Secretary or similar officer of the
Issuer,
authorizing execution and delivery by the Issuer of this Agreement,
the
Issuing and Paying Agent Agreement and the Notes and consummation
by
the Issuer of the transactions contemplated hereby and thereby, (d)
if
required by the Dealer, prior to the issuance of any book-entry
Notes
represented by a master note registered in the name of DTC or
its
nominee, a copy of the executed Letter of Representations among
the
Issuer, the Issuing and Paying Agent and DTC and of the executed
master
note, (e) prior to the issuance of any Notes in physical form, a
copy
of such form (unless attached to this Agreement or the Issuing
and
Paying Agent Agreement) and (f) such other certificates, letters
and
documents as the Dealer shall have reasonably requested.
Section 4.
Disclosure.
4.1.
The
Private Placement Memorandum and its contents (other
than the Dealer Information) shall be the sole responsibility of
the
Issuer, provided that prior to any distribution by the Dealer,
the
Dealer submits the Private Placement Memorandum to the Issuer
for
review, and the Issuer approves of the Private Placement Memorandum
in
writing. The Private
Placement Memorandum shall contain a statement
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expressly offering an opportunity for each prospective purchaser to
ask
questions of, and receive answers from, the Issuer concerning
the
offering of Notes and to obtain relevant additional information
which
the Issuer possesses or can acquire without unreasonable effort
or
expense.
4.2.
The
Issuer agrees to promptly furnish the Dealer the
Company Information as it becomes available. The Issuer shall be
deemed
to have furnished Company Information when such information has
been
posted on the Internet website of the Securities and Exchange
Commission (http://www.sec.gov) or on its own Internet website
as
previously identified to the Dealer or if the Dealer or its
affiliate
shall have been furnished such information pursuant to other
contractual arrangements with the Issuer.
4.3.
(a)
The Issuer further
agrees to notify the Dealer
promptly upon the occurrence of any event relating to or affecting
the
Issuer that would cause the Company Information then in existence
to
include an untrue statement of a material fact or to omit to state
a
material fact necessary in order to make the statements
contained
therein, in light of the circumstances under which they are made,
not
misleading.
(b)
In the event
that the Issuer gives the Dealer notice
pursuant to Section 4.3(a) and the Dealer notifies the Issuer that
it
then has Notes it is holding in inventory, the Issuer agrees
promptly
to supplement or amend the Private Placement Memorandum so that
the
Private Placement Memorandum, as amended or supplemented, shall
not
contain an untrue statement of a material fact or omit to state
a
material fact necessary in order to make the statements therein,
in
light of the circumstances under which they were made, not
misleading,
and the Issuer shall make such supplement or amendment available to
the
Dealer.
(c)
In the event
that (i) the Issuer gives the Dealer notice
pursuant to Section 4.3(a), (ii) the Dealer does not notify the
Issuer
that it is then holding Notes in inventory and (iii) the Issuer
chooses
not to promptly amend or supplement the Private Placement
Memorandum in
the manner described in clause (b) above, then all solicitations
and
sales of Notes shall be suspended until such time as the Issuer has
so
amended or supplemented the Private Placement Memorandum, and made
such
amendment or supplement available to the Dealer.
(d)
Without limiting
the generality of Section 4.3(a), the
Issuer shall review, amend and supplement the Private Placement
Memorandum on a periodic basis, but no less than at least once
annually,
to incorporate current financial information of the Issuer to
the
extent necessary to ensure that the information provided in the
Private
Placement Memorandum is accurate and complete.
Section 5.
Indemnification and Contribution.
5.1
The Issuer
will indemnify and hold harmless the Dealer,
each individual, corporation, partnership, trust, association or
other
entity controlling the Dealer, any affiliate of the Dealer or any
such
controlling entity and their respective directors, officers,
employees,
partners, incorporators, shareholders, servants, trustees and
agents
(hereinafter the "Indemnitees") against any and all
liabilities,
penalties, suits, causes of action, losses, damages, claims, costs
and
expenses (including, without limitation, fees and disbursements
of
counsel) or judgments of whatever kind or nature (each a
"Claim"),
imposed upon, incurred by or asserted against the Indemnitees
arising
out of or based upon (i) any allegation that the Private
Placement
Memorandum (provided that prior to any distribution by the Dealer,
the
Dealer shall have submitted the Private Placement Memorandum to
the
Issuer for review, and the Issuer shall have approved of the
Private
Placement Memorandum in writing), the Company Information or
any
information provided by the Issuer to the Dealer included (as of
any
relevant time) or includes an untrue statement of a material fact
or
omitted (as of any relevant time) or omits to state any material
fact
necessary to make the statements therein, in light of the
circumstances
under which they were made, not misleading or (ii) arising out of
or
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based upon the breach by the Issuer of any agreement, covenant
or
representation made in or pursuant to this Agreement. This
indemnification shall not apply to the extent that the Claim arises
out
of or is based upon Dealer Information or the gross negligence
or
willful misconduct of the Dealer in the performance of, or the
failure
to perform, its obligations under this Agreement.
5.2
Provisions
relating to claims made for indemnification
under this Section 5 are set forth on Exhibit B to this
Agreement.
5.3
In order
to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this
Section
5 is held to be unavailable or insufficient to hold harmless
the
Indemnitees, although applicable in accordance with the terms of
this
Section 5, the Issuer shall contribute to the aggregate costs
incurred
by the Dealer in connection with any Claim in the proportion of
the
respective economic interests of the Issuer and the Dealer;
provided,
however, that such contribution by the Issuer shall be in an
amount
such that the aggregate costs incurred by the Dealer do not exceed
the
aggregate of the commissions and fees earned by the Dealer
hereunder
with respect to the issue or issues of Notes to which such
Claim
relates. The
respective economic interests shall be calculated by
reference to the aggregate proceeds to the Issuer of the Notes
issued
hereunder and the aggregate commissions and fees earned by the
Dealer
hereunder.
Section 6.
Definitions.
6.1
"Business
Day" shall mean each Monday, Tuesday, Wednesday,
____________
Thursday and Friday which is not a day on which banking
institutions in
New York are generally authorized or obligated by law or
executive
order to close.
6.2
"Claim"
shall have the meaning set forth in Section 5.1.
_____
6.3
"Company
Information" at any given time shall mean the
___________________
Private Placement Memorandum together with, to the extent ap
