EXHIBIT 10.2
EXTENSION AND SECOND AMENDMENT
This
EXTENSION AND SECOND AMENDMENT, dated as of November 1, 2007
(this
"Agreement"), is among NIKE, INC., an Oregon corporation with its
principal
place of business at One Bowerman Drive, Beaverton, Oregon
97005-6453 (the
"Borrower"), the Banks (defined below) party hereto and BANK OF
AMERICA, N.A.,
as administrative agent for the Banks (the "Administrative
Agent").
RECITALS:
A. The Borrower is a
party to that certain Credit Agreement dated as
of
December 1, 2006 (as amended by that certain First Amendment and
as
otherwise
amended, restated or modified from time to time, the "Existing
Credit
Agreement"), among the Borrower, the lenders from time to time
party
thereto (the "Banks"), the Administrative Agent and the other
agents,
joint lead arrangers and joint book managers party thereto;
B. Pursuant to Section
2.6 of the Credit Agreement, the Borrower has
requested,
and the Administrative Agent hereby notifies each Bank of the
Borrower's
request, that each Bank extend such Bank's Termination Date
from
December 1, 2011 to December 3, 2012 (the "Requested
Extension");
C. In addition, the
Borrower has requested that the Administrative
Agent and
Majority Banks amend Section 2.2.3 to the Credit Agreement as
set forth
herein (the "Amendment"); and
D. Certain parties
hereto have agreed, subject to the terms and
conditions
hereof, to the Requested Extension, the Amendment or both, as
indicated
on each signature page hereto.
NOW,
THEREFORE, in consideration of the foregoing and the mutual
promises
contained herein, and other good and valuable consideration, the
receipt and
sufficiency of which are hereby acknowledged, the undersigned
hereby agree as
follows:
SECTION 1. Definitions. Capitalized terms used herein but not
defined
herein shall have the meanings set forth in the Existing Credit
Agreement, as
amended hereby (the "Credit Agreement").
SECTION 2. Amendment. Clause (a) of the first paragraph of Section
2.2.3
of the Existing Credit Agreement is amended by replacing "on the
Business Day
preceding the Borrowing Date" with "on the Business Day of the
Borrowing Date"
SECTION 3. Extension. Each undersigned Bank, acting in its sole
and
individual discretion, subject to the satisfaction or waiver of the
conditions
to effectiveness set forth in Section 5 hereof, hereby agrees to
the Requested
Extension. Any Bank that does not agree to the Requested Extension
shall so
notify the Administrative Agent by written notice; provided, that
any Bank that
does not execute this Agreement or otherwise provide notice to
the
Administrative Agent of such Bank's acceptance or rejection of the
Extension
Request on or before November 1, 2007 shall be deemed to be a
Non-Extending
Bank.
SECTION 4. Representations and Warranties. The Borrower hereby
represents
and warrants to the Administrative Agent and the Banks, as
follows:
(a) The representations and warranties of the Borrower contained
in
Article V
of the Credit Agreement and in any other Loan Document or which
are
contained in any document furnished at any time under or in
connection
therewith
are true and correct in all material respects on and as of the
date
hereof and on and as of the Agreement Effective Date (defined
below)
with the
same effect as if made on and as of the date hereof or the
Agreement
Effective Date, as the case may be, except to the extent such
representations and warranties specifically refer to an earlier
date, in
which case
they are true and correct in all material respects as of such
earlier
date.
(b) After giving effect to this Agreement, the Borrower is in
compliance
with all the terms and conditions of the Credit Agreement and
the other
Loan Documents on its part to be observed or performed and no
Unmatured
Default or Default has occurred or is continuing under the
Credit
Agreement.
(c) The execution, delivery and performance by the Borrower of
this
Agreement
have been duly authorized by the Borrower.
(d) Each of this Agreement and the Credit Agreement constitutes
the
legal,
valid and binding obligation of the Borrower, enforceable
against
the
Borrower in accordance with its terms.
(e) Since the date of the financial statements most recently
delivered
in
accordance with Section 6.1(a) of the Existing Credit Agreement,
no
event,
circumstance or development has occurred that constitutes, has
had
or could
reasonably be expected to have a Material Adverse Effect.
(f) Neither the execution and delivery by the Borrower of this
Agreement,
nor the consummation of the transactions therein contemplated,
nor
compliance with the provisions thereof will violate any Law,
order,
writ,
judgment, injunction, decree or award binding on the Borrower or
any
Subsidiary
or the Borrower's or any Subsidiary's articles of incorporation
or bylaws
or the provisions of any indenture, instrument or agreement to
which the
Borrower 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, or result in the creation or imposition of any Lien in,
of or
on the
property of the Borrower or a Subsidiary pursuant to the terms
of
any such
indenture, instrument or agreement.
SECTION 5. Effectiveness. This Agreement shall become effective
only upon
satisfaction of the following conditions precedent (the first date
upon which
each such condition has been satisfied being herein called (the
"Agreement
Effective Date"):
(a) The Administrative Agent shall have received duly executed
counterparts of this Agreement which, when taken together, bear
the
authorized
signatures of the Borrower, the Administrative Agent and at
least the
Majority Banks; provided, that if the signature of the Majority
Banks is
received with respect to the Amendment but not the Requested
Extension,
this Agreement shall be effective only with respect to the
Amendment
and if the signatures of the Majority Banks is received with
respect to
the Requested Extension but not the Amendment, this Agreement
shall be
effective only with respect to the Requested Extension.
(b) The representations and warranties set forth in Section 4
hereof
shall be
true and correct on and as of the Agreement Effective Date.
(c) There is no litigation, arbitration, governmental
investigation,
proceeding
or inquiry pending o
