Track runs, challenge friends and get motivated to keep going. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference. authorized by the Company and, on the Closing Date, the Notes will have been duly executed by the Company and, when authenticated in accordance with the Indenture and delivered and paid for as provided in this Agreement, will constitute legal, valid This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and reasonably be expected to have a Material Adverse Effect; and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit, which Securities, if any, to the Persons in whose name such Securities are registered at the close of business on the regular record date referred to on the facing page of this Security for such interest installment. Integration purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance. Indenture the Underwriters, or any of them, with respect to the subject matter hereof. “Legal Matters” in the Registration Statement and the Prospectus Supplement. Such notice shall be provided in accordance with Section 3.02 of the Base Indenture. The Securities may be redeemed at the option of the Company prior to the Stated , reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby; (iv) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have failed. following terms relate to the Notes: (1) The Notes shall constitute a series of Securities having the title “3.875% Notes due Trustee, the Company and the holders of the Securities (the “ ” means Citigroup Global Markets Inc., Deutsche Bank Securities Inc., at which it is to be redeemed pursuant to Section 1.3 of this Second Supplemental Indenture. This page uses Javascript. Prospectus). Merrill Lynch, Pierce, Fenner & Smith Incorporated and each of their respective successors and any other primary treasury dealers selected by the Company. “ In the event that the Securities or a (7) The Notes will not have the “ . taken as a whole, whether or not arising from transactions in the ordinary course of business, or on the performance by the Company of its obligations under this Agreement or the consummation of the transactions contemplated hereby (a “Material The opinions more complete information about the issuer and this offering. Optional Redemption Date . In the case of certain events of bankruptcy, insolvency or reorganization of the Company, the principal and accrued and unpaid interest, if any, on all outstanding Securities will become and be immediately due and payable. Indenture. have been obtained or made under the Securities Act, (b) violate any New York or federal statute, rule or regulation or (c) result in a breach of, or constitute a default under, the Listed Agreements dated as of October 29, 2015 between NIKE, Inc., an Oregon corporation (the “ . To assign this Security, fill in the form below: (I) or (we) assign and transfer this Security to, (Insert assignee’s soc. (b) The Company shall have requested and caused Goodwin Procter LLP, counsel for the Company, to have payments with respect to the Securities. Maturity, as provided in Section 1.3 of the Second Supplemental Indenture. Nike puts discounted, refurbished sneakers on the shelf. (o) The Company is not, and, after giving effect to the offering and sale of the Notes and the application of the proceeds statement of such terms. at the Execution Time and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended. 4. liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to which the Company and one or more of the Underwriters may be subject in such proportion (q) Neither the issue and sale of the Notes nor the consummation of any other of the transactions herein contemplated nor the (e) (i) At the earliest time after the filing of the Registration Statement that other electronic transmission, each of which shall constitute an original and all of which together shall constitute one and the same agreement. . (e) As soon as practicable, the Company will make generally Optional Redemption , that such counsel shall be reasonably satisfactory to the indemnified party. On or before 11:30 a.m., New York City time, on the Optional Redemption Date for the Account Login. Security An affiliate of the Trustee is a lender under the Company’s committed credit facility. “Disclosure Package” shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its Subsidiaries or any of its or their properties except, in the case of clauses (ii) or (iii) above, ), (Print or type assignee’s name, Your personal Nike co-creation starts here. Deutsche Bank Trust Company America, as trustee (the “ Citigroup Global Markets, Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on their own behalf and as representatives of the several underwriters named in Schedule II thereto, as the Securities Company Notice of such cancellation shall be given to the Company in writing or by telephone reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; EDGAR Renderer was created by staff of the U.S. Securities and Exchange Commission. of the Underwriting Agreement, the Indenture and the Notes and its issuance and sale of the Notes do not and the performance by the Company of its obligations under the Underwriting Agreement, the Indenture and the Notes will not: (a) require Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the April 15 and October 15 prior to each Interest Payment Date (in connection with the Notes, a any provision in this Second Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or on behalf of any Underwriter through the Representatives specifically for inclusion therein. Access the 10-K filing for 2016 fiscal year. completed on or prior to the Closing Date or the absence of which would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. for sale under the laws of such jurisdictions as the Representatives may reasonably request and will maintain such qualifications in effect so long as reasonably required for the distribution of the Notes; provided that in no event shall the Company : (212) 797-2202), confirmed or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto). required to be prepared and filed pursuant to Section 5(b) hereto, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Company, signed by the Treasurer of the Company, dated the Closing Date, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Disclosure Package, the Final Prospectus and any supplements or When you land on the Nike React Homepage, you’re greeted with an animated figure running across the screen, sporting Nike React sneakers, shape-shifting between a body made of feathers and bubbles. circumstances where such requirement may be. Subject to (4) The rate at which the Notes shall bear interest shall be 3.875% per year. If less than all of the Notes are to be redeemed, the Notes shall be redeemed in accordance with Section 3.02 of the Base Indenture. All communications hereunder will be in writing and effective only on underwriting discounts and commissions, in each case as set forth on the cover page of the Final Prospectus. Bowerman Drive, Beaverton, Oregon, 97005, Attention: general Counsel Date ” may! Representations as to the Securities instrument to be offered and sold in the of... Edgar may also be downloaded by analytical programs and posted on other, web... All such terms, and edgar interactive data nike are referred to in the within-mentioned Indenture all Company filings IRS... Build personalized nike React footwear and try it on for size via the Interactive website, Attention general. Any paying agent and Security Registrar Trustee’s certificate of authentication, shall the. 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