EXHIBIT 4.1
NIKE, INC. OFFICERS' CERTIFICATE PURSUANT TO
SECTIONS 2.2 AND 10.4 OF THE INDENTURE
Robert S. Falcone and Lindsay D. Stewart do hereby certify that they are
the Vice President and Chief Financial Officer, and Vice President and Assistant
Secretary, respectively, of NIKE, Inc., an Oregon corporation (the "Company")
and do further certify, pursuant to resolutions of the Board of Directors of the
Company 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 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 of the Company's Fixed Rate Medium-Term Notes (the "Fixed Rate
Notes"); and attached hereto as Annex B is a true and correct copy of a
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specimen of the Company's Floating Rate Medium-Term Notes (the "Floating
Rate Notes", and together with the Fixed Rate Notes, the "Notes").
(b) The Specified Currency, Authorized Denomination, Index Currency,
Principal Amount, Default Rate, Original Issue Date, Stated Maturity,
Redemption Commencement Date, if any, Initial Redemption Percentage, if
any, Annual Redemption Percentage Reduction, if any, and Optional Repayment
Date or Dates, if any, Original Issue Discount, if applicable, and, in the
case of Fixed Rate Notes and Floating Rate/Fixed Rate Notes, the Interest
Rate, the Interest Payment Date or Dates (if other than March 1 and
September 1 of each year), the Record Date or Dates (if other than February
15 and August 15 of each year), the Exchange Rate Agent (if other than the
Trustee) and any other applicable terms that may be specified with respect
to any Fixed Rate Note or any Floating Rate/Fixed Rate Note pursuant to the
terms thereof, and, in the case of Floating Rate Notes and Floating
Rate/Fixed Rate Notes, the Interest Rate Basis or Bases, the Index Maturity
(if applicable), the Initial Interest Rate, the Maximum Interest Rate, if
any, the Minimum Interest Rate, if any, the Interest Payment Date or Dates,
the Regular Record Date or Dates, the Initial Interest Reset Date, the
Interest Reset Date or Dates, the Interest Reset Period, the Interest
Determination Date, the Spread and/or Spread Multiplier, if any, the
Interest Category, the Day Count Covention, the Calculation Agent and the
Exchange Rate Agent (if other than the Trustee) and any other applicable
terms that may be specified with respect to any Floating Rate Note or any
Floating Rate/Fixed Rate Note, shall be determined by any one of the
officers of the Company listed in Attachment A hereto (each a "Designated
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Officer"), and such terms shall be set forth in the applicable Note.
(c) Each of the Designated Officers and the persons listed in
Attachment B hereto is hereby authorized to communicate, from time to time
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through the use of facsimile transmission or by telephone (immediately
confirmed in writing at any time
on the same date), the foregoing terms of any Note and any additional terms
of forms of Notes permissible under the Indenture and any other
instructions related thereto to the Trustee or any authenticating agent or
paying agent regarding the completion and delivery of such Note.
(d) The Trustee and any authenticating agent and paying agent shall
be entitled to rely on the information provided to it or them in accordance
with paragraphs (b) and (c) above until such time as the Trustee and such
authenticating agent and paying agent receive a subsequent certificate from
the Company deleting or amending any of the information set forth therein.
(e) The Fixed Rate Notes and the Floating Rate Notes, when completed
as contemplated by paragraphs (b) and (c) above, will set 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.
(f) Attached hereto as Annex C are true and correct copies of the
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Resolutions.
(g) Attached hereto as Annex D 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.
(h) Each of the undersigned has reviewed the provisions of the
Indenture, including the covenants and conditions precedent pertaining to
the issuance of the Notes.
(i) 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.
(j) 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.
(k) 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.
2
IN WITNESS WHEREOF, each of the undersigned officers has executed
this certificate this 23rd day of April 1997.
_____________________________________
Name: Robert S. Falcone
Title: Vice President and
Chief Financial Officer
_____________________________________
Name: Lindsay D. Stewart
Title: Vice President and
Assistant Secretary
ATTACHMENT A
TO OFFICERS' CERTIFICATE
PURSUANT TO SECTIONS 2.2 AND 10.4 OF THE INDENTURE
The Designated Officers referred to in paragraph (b) of the above-
referenced Officers' Certificate shall be as follows:
Title Specimen Signature
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Robert S. Falcone Vice President and Chief
Financial Officer _____________________
Lindsay D. Stewart Vice President and
Assistant Secretary _____________________
Marcia A. Stilwell Treasurer _____________________
ATTACHMENT B
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TO OFFICERS' CERTIFICATE
PURSUANT TO SECTIONS 2.2 AND 10.4 OF THE INDENTURE
Title Specimen Signature
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Marcia A. Stilwell Treasurer _____________________
Bob W. Woodruff Director, Global Cash
and Banking _____________________