Exhibit 4.1
NIKE, INC. OFFICERS' CERTIFICATE PURSUANT TO
SECTIONS 2.2 AND 10.4 OF THE INDENTURE
Each of Robert S. Falcone and Lindsay D. Stewart does hereby certify
that he is the Vice President and Chief Financial Officer, and Vice President
and Assistant Secretary, respectively, of NIKE, Inc., an Oregon corporation (the
"Company") and further certify, pursuant to resolutions of the Board of
Directors of the Company duly adopted on June 14, 1996 (the "June Board
Resolutions") and September 16, 1996 (the "September Board Resolutions") and
resolutions of the Executive Committee of the Company duly adopted by written
consent on November 8, 1996 (the "Executive Committee Resolutions")
(collectively, the "Resolutions"), pursuant to Sections 2.2 and 10.4 of the
Indenture (the "Indenture") dated as of December 13, 1996 between the Company
and The First National Bank of Chicago, as trustee (the "Trustee"), as follows:
(a) Attached hereto as Annex A is a true and correct copy of a
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specimen Note (the "Form of Note") representing the Company's 6-3/8%
Notes Due December 1, 2003 (the "Notes"), which Notes constitute a separate
series of Securities under the Indenture.
(b) The Form of Note sets forth the terms required to be set forth in
this certificate pursuant to Section 2.2 of the Indenture, and said terms
are incorporated herein by reference.
(c) Each of the undersigned is authorized to approve the terms and
conditions of the Notes pursuant to the Resolutions.
(d) Attached hereto as Annex B are true and correct copies of the June
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Board Resolutions, the September Board Resolutions and the Executive
Committee Resolutions.
(e) Attached hereto as Annex C are true copies of the letters
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addressed to the Trustee entitling the Trustee to rely on the Opinions of
Counsel attached thereto, which Opinions relate to the Notes and comply
with Section 10.4(b) of the Indenture.
(f) Each of the undersigned has reviewed the provisions of the
Indenture, including the covenants and conditions precedent pertaining to
the issuance of the Notes.
(g) In connection with this certificate each of the undersigned has
examined documents, corporate records and certificates and has spoken with
other officers of the Company.
(h) Each of the undersigned has made such examination and
investigation as is necessary to enable him to express an informed opinion
as to whether or not the covenants and conditions precedent of the
Indenture pertaining to the issuance of the Notes have been complied with.
(i) In our opinion all of the covenants and conditions precedent
provided for in the Indenture for the issuance of the Notes have been
complied with.
Capitalized terms used herein that are not otherwise defined shall
have the meanings ascribed thereto in the Indenture or the Notes, as the case
may be.
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IN WITNESS WHEREOF, each of the undersigned officers has executed this
certificate this 13th day of December 1996.
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Name: Robert S. Falcone
Title: Vice President and
Chief Financial Officer
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Name: Lindsay D. Stewart
Title: Vice President and
Assistant Secretary