EX-4.1(B)



 





Exhibit 4.1(b)




FIRST SUPPLEMENTAL INDENTURE




     THIS FIRST SUPPLEMENTAL INDENTURE, dated to be effective as of 6:00 p.m., Eastern Standard
Time, on March 9, 2007, is by and among Wilmington Trust Company, a Delaware banking corporation,
as Trustee (herein, together with its successors in interest, the “Trustee”), Park National
Corporation, an Ohio corporation (the “Successor Company”), and Vision Bancshares, Inc., an Alabama
corporation (the “Company”), under the Indenture referred to below.



     NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto,
the Trustee, the Company, and the Successor Company hereby agree as follows:



PRELIMINARY STATEMENTS




     The Trustee and the Company are parties to that certain Junior Subordinated Indenture dated as
of December 5, 2005 (the “Indenture”), pursuant to which the Company issued its Floating Rate
Junior Subordinated Notes due December 30, 2035.



     As permitted by the terms of the Indenture, the Company, simultaneously with the effectiveness
of this First Supplemental Indenture, shall merge (referred to herein for purposes of Article VIII
of the Indenture as the “Merger”) with and into the Successor Company with the Successor Company as
the surviving corporation. The parties hereto are entering into this First Supplemental Indenture
pursuant to, and in accordance with, Articles VIII and IX of the Indenture.



     SECTION 1. Definitions. All capitalized terms used herein that are defined in the
Indenture, either directly or by reference therein, shall have the respective meanings assigned
them in the Indenture except as otherwise provided herein or unless the context otherwise requires.



     SECTION 2. Interpretation.





	 	(a)	 	In this First Supplemental Indenture, unless a clear contrary
intention appears:






	 	(i)	 	the singular number includes the plural number
and vice versa;
	 
	 	(ii)	 	reference to any gender includes the other
gender;
	 
	 	(iii)	 	the words “herein,” “hereof” and “hereunder”
and other words of similar import refer to this First Supplemental
Indenture as a whole and not to any particular Section or other
subdivision;




 









 






	 	(iv)	 	reference to any Person includes such Person’s successors and assigns
but, if applicable, only if such successors and assigns are permitted
by this First Supplemental Indenture or the Indenture, and reference to
a Person in a particular capacity excludes such Person in any other
capacity or individually provided that nothing in this clause (iv) is
intended to authorize any assignment not otherwise permitted by this
First Supplemental Indenture or the Indenture;
	 
	 	(v)	 	reference to any agreement, document or
instrument means such agreement, document or instrument as amended,
supplemented or modified and in effect from time to time in accordance
with the terms thereof and, if applicable, the terms hereof, as well as
any substitution or replacement therefor and reference to any Security
(also referred to as a note in the Trust Agreement defined herein)
includes modifications thereof and any Security issued in extension or
renewal thereof or in substitution or replacement therefor;
	 
	 	(vi)	 	reference to any Section means such Section of
this First Supplemental Indenture; and
	 
	 	(vii)	 	the word “including” (and with correlative
meaning “include”) means including without limiting the generality of
any description preceding such term.






	 	(b)	 	No provision in this First Supplemental Indenture shall be
interpreted or construed against any Person because that Person or its legal
representative drafted such provision.





     SECTION 3. Assumption of Obligations.




	 	(a)	 	Pursuant to, and in compliance and accordance with, Section
8.1(a) of the Indenture, the Successor Company hereby expressly assumes the due
and punctual payment of the principal of and any premium and interest
(including any Additional Interest) on all the Securities and the performance
of every covenant of the Indenture on the part of the Company to be performed
or observed.
	 
	 	(b)	 	Pursuant to, and in compliance and accordance with, Section 8.2
of the Indenture, the Successor Company succeeds to, is substituted for, and
may exercise every right and power of, the Company under the Indenture with the
same effect as if the Successor Company had originally been named in the
Indenture as the Company, and the Company is discharged from all obligations
and covenants under the Indenture and the Securities.




 









 






	 	(c)	 	The Successor Company also succeeds to and is substituted for
the Company with the same effect as if the Successor Company had originally
been named in (i) the Amended and Restated Trust Agreement of the Trust, dated
as of December 5, 2005 (the “Trust Agreement”), as Depositor (as defined in the
Trust Agreement) and (ii) the Guarantee Agreement, dated as of December 5, 2005
(the “Guarantee”), as Guarantor (as defined in the Guarantee). Without
limiting the generality of the foregoing, the Successor Company agrees to
perform the Depositor’s obligations under the Trust Agreement and the
Guarantor’s obligations under the Guarantee Agreement.





     SECTION 4. Representations and Warranties.




     (a) The Successor Company represents and warrants that (i) it has all necessary power
and authority to execute and deliver this First Supplemental Indenture and to perform the
Indenture, (ii) that it is the successor of the Company pursuant to the Merger effected in
accordance with applicable law, (iii) that it is a corporation organized and existing under
the laws of the State of Ohio, (iv) immediately after giving effect to the Merger and this
First Supplemental Indenture, no Event of Default, and no event which, after notice or lapse
of time or both, would constitute an Event of Default, has occurred and is continuing, and
(v) that this First Supplemental Indenture is executed and delivered pursuant to Section
9.1(a) and Article VIII of the Indenture and does not require the consent of the Holders of
the Securities.




     (b) The Company represents and warrants that immediately before giving effect to the
Merger and this First Supplemental Indenture, no Event of Default, and no event which, after
notice or lapse of time or both, would constitute an Event of Default, has occurred and is
continuing.



     SECTION 5. Conditions of Effectiveness. This First Supplemental Indenture shall
become effective simultaneously with the effectiveness of the Merger, provided, however, that:




	 	(a)	 	the Trustee shall have executed a counterpart of this First
Supplemental Indenture and shall have received one or more counterparts of this
First Supplemental Indenture executed by the Company and the Successor Company;
	 
	 	(b)	 	the Trustee shall have received an Officers’ Certificate from
the requisite officers of the Company stating that (i) in the opinion of the
signers, all conditions precedent (including covenants compliance with which
constitutes a condition precedent), if any, provided for in the Indenture
relating to the Merger and the First Supplemental Indenture have been complied
with, (ii) the Merger and this First Supplemental Indenture comply with Article
VIII of the Indenture, and (iii) the Trustee’s execution of this First
Supplemental Indenture is authorized or permitted by the Indenture;




 









 






	 	(c)	 	the Trustee shall have received an Opinion of Counsel from
counsel to the Company to the effect that (i) all conditions precedent
(including covenants compliance with which constitutes a condition precedent),
if any, provided for in the Indenture relating to the Merger and the First
Supplemental Indenture have been complied with, (ii) the Merger and this First
Supplemental Indenture comply with Article VIII of the Indenture, and (iii)
the Trustee’s execution of this First Supplemental Indenture is authorized or
permitted by the Indenture; and
	 
	 	(d)	 	the Successor Company and the Company shall have duly executed
and filed in connection with the Merger a certificate of merger with the
Secretary of State of the State of Ohio and articles of merger with
the Secretary of State of the State of Alabama.





     SECTION 6. Reference to the Indenture.




	 	(a)	 	Upon the effectiveness of this First Supplemental Indenture,
each reference in the Indenture to “this Indenture,” “hereunder,” “herein” or
words of like import shall mean and be a reference to the Indenture, as
affected, amended and supplemented hereby.
	 
	 	(b)	 	Upon the effectiveness of this First Supplemental Indenture,
each reference in the Securities to the Indenture including each term defined
by reference to the Indenture shall mean and be a reference to the Indenture or
such term, as the case may be, as affected, amended and supplemented hereby.
	 
	 	(c)	 	The Indenture, as amended and supplemented hereby, shall remain
in full force and effect and is hereby ratified and confirmed.





     SECTION 7. Execution in Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original and all of which
when taken together shall constitute but one and the same instrument.



     SECTION 8. Governing Law; Binding Effect. This First Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York and shall be binding
upon the parties hereto and their respective successors and assigns.



     SECTION 9. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or
the due execution thereof by the Company or the Successor Company. The recitals of fact contained
herein shall be taken as the statements solely of the Company or the Successor Company, and the
Trustee assumes no responsibility for the correctness thereof.



 









 





     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed as of the day and year first written above.



	 	 	 	 	 	 	 
	 	 	VISION BANCSHARES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William E. Blackmon
 

Name:   William E. Blackmon
	 	   
	 

	 	 	 	Title:     Executive Vice President, Chief Financial	 	 
	 

	 	 	 	              Officer and Chief Accounting Officer	 	 





	 	 	 	 	 	 	 
	 	 	PARK NATIONAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ C. Daniel DeLawder
 

Name:  C. Daniel DeLawder
	 	   
	 

	 	 	 	Title:    Chairman of the Board and Chief Executive	 	 
	 

	 	 	 	             Officer	 	 





	 	 	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY, not in its	 	 
	 	 	individual capacity, but solely as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael H. Wass
 

Name:  Michael H. Wass
	 	   
	 

	 	 	 	Title:   Authorized Signer