EX-10.1(A)



 





Exhibit 10.1(a)




Credit Agreement



This agreement dated as of March 12, 2007, between JPMorgan Chase Bank, N.A. (together with
its successors and assigns, the “Bank”), having an office at 120 South La Salle Street, 6th Floor,
Chicago, IL 60603-3403, and Park National Corporation, an Ohio corporation, with its headquarters
office located at 50 North Third Street, Newark, OH 43055 (the “Borrower”).





	1.	 	Credit Facilities.






	 	1.1	 	Scope. This agreement governs Facilities A and, unless otherwise agreed to in
writing by the Bank and the Borrower or prohibited by applicable law, governs all the
Credit Facilities as defined below.
	 
	 	1.2	 	Facility A (Line of Credit). The Bank has approved a credit facility to the
Borrower in the principal sum not to exceed $40,000,000.00 in the aggregate at any one
time outstanding (“Facility A”). Credit under Facility A shall be repayable as set
forth in a Line of Credit Note executed concurrently with this agreement, and any
renewals, modifications, extensions, rearrangements, restatements thereof and
replacements or substitutions therefor. The proceeds of Facility A shall be used for
refinancing Borrower’s existing indebtedness and for Borrower’s working corporate
purposes.






	2.	 	Definitions. As used in this agreement, the following terms have the following respective
meanings:






	 	2.1	 	“Affiliate” means, as to any Person, any other Person: (1) that directly or
indirectly, through one or more intermediaries, controls or is controlled by, or is
under common control with, such Person; (2) that directly or indirectly beneficially
owns or holds five percent (5%) or more of any class of voting stock of such Person; or
(3) five percent (5%) or more of the voting stock of which is directly or indirectly
beneficially owned or held by the Person in question. The term “control” means to
possess, directly or indirectly, the power to direct the management and policies of a
Person, whether through the ownership of voting securities, by contract, or otherwise.
The Bank is not under any circumstances to be deemed an Affiliate of Borrower or any of
its Subsidiaries.
	 
	 	2.2	 	“Authority Documents” means certificates of authority to transact business,
certificates of good standing, borrowing resolutions (with secretary’s certificate),
secretary’s certificates of incumbency, and other documents, which empower and enable
the Parties or their representatives to enter into the Related Documents or evidence
such authority.
	 
	 	2.3	 	“Business Day” means a day when the main office of the Bank is open for the
conduct of commercial lending business.





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	 	2.4	 	“Credit Facilities” means all extensions of credit from the Bank to the
Borrower, whether now existing or hereafter arising, including but not limited to those
described in Section 1 and those extended contemporaneously with this agreement,
including any and all renewals, modifications, extensions, rearrangements, restatements
thereof and replacements or substitutions therefor.
	 
	 	2.5	 	“Company” means a corporation, partnership, limited liability company, joint
venture, joint stock association, association, bank, business trust or other business
entity.
	 
	 	2.6	 	“GAAP” means generally accepted accounting principles in effect in the United
States of America, consistently applied.
	 
	 	2.7	 	“Governmental Authority” means any foreign governmental authority, the United
States of America, any state of the United States and any political subdivision of any
of the foregoing, and any agency, department, commission, board, bureau, court or other
tribunal having jurisdiction over the Bank, the Borrower or any other Obligor, or any
Subsidiary of the Borrower, or their respective properties. Governmental Authority
includes but is not limited to the Board of Governors of the Federal Reserve System
(“FRB”), the Federal Deposit Insurance Corporation (the “FDIC”), any state banking
regulatory or supervisory authority (a “State Authority"), the Office of Thrift
Supervision (the “OTS”), the Office of the Comptroller of the Currency (the “OCC”) and
the Securities and Exchange Commission (the “SEC”).
	 
	 	2.8	 	“Indebtedness” means and includes (without duplication) (i) all items arising
from the borrowing of money, which according to GAAP, would be included in determining
total liabilities as shown on the balance sheet; (ii) all indebtedness secured by any
Lien on property owned by the Borrower or the Subsidiaries of the Borrower whether or
not such indebtedness shall have been assumed; (iii) all guarantees and similar
contingent liabilities in respect to indebtedness of others; and (iv) all other
interest-bearing obligations evidencing indebtedness to others for borrowed money.
	 
	 	2.9	 	“Legal Requirement” means any law, ordinance, decree, requirement, order,
judgment, rule, regulation (or interpretation of any of the foregoing) of, and the
terms of any list, license or permit issued by, any Governmental Authority.
	 
	 	2.10	 	“Liabilities” means all debts, obligations, indebtedness and liabilities of
every kind and character of the Borrower to the Bank, its successors and assigns, now
existing or later arising, whether individual, joint and several, contingent or
otherwise, including, without limitation, all liabilities, interest, costs and fees,
arising under or from any note, open account, overdraft, credit card, lease, Rate
Management Transaction, letter of credit application, endorsement, surety agreement,
guaranty, acceptance, foreign exchange contract or depository service contract, whether
payable to the Bank or to a third party and subsequently acquired by the Bank, any
monetary obligations (including interest) incurred or




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	 	 	 	accrued during the pendency of any bankruptcy, insolvency, receivership or other
similar proceedings, regardless of whether allowed or allowable in such proceeding,
and all renewals, extensions, modifications, consolidations, rearrangements,
restatements, replacements, restatements or substitutions of any of the foregoing.






	 	2.11	 	“Lien” means any mortgage, deed of trust, pledge, charge, encumbrance, security
interest, collateral assignment or other lien or restriction of any kind, whether based
on common law, constitutional provision, statute or contract.
	 
	 	2.12	 	“Notes” means each and all promissory notes, instruments and/or other
agreements evidencing the terms and conditions of any of the Credit Facilities.
	 
	 	2.13	 	“Obligor” means each Borrower and any guarantor, surety, co-signer, general
partner or other Person who may now or hereafter be obligated to pay all or any part of
the Liabilities.
	 
	 	2.14	 	“Organizational Documents” means, with respect to a corporation, the
certificate of incorporation or formation, articles of incorporation and bylaws of such
corporation; with respect to a limited liability company, the articles of organization,
regulations, operating agreement and other documents establishing or governing such
entity, with respect to a partnership, joint venture, or trust, the agreement,
certificate or instrument establishing or governing such entity; in each case including
all modifications and supplements thereof as of the date of the Related Document
referring to such Organizational Document and any and all future modifications thereof
which are consented to by the Bank.
	 
	 	2.15	 	“Parties” mean all Persons other than the Bank executing any Related Document.
	 
	 	2.16	 	“Person” means any individual, Company, trust, unincorporated organization,
Governmental Authority or any other form of entity.
	 
	 	2.17	 	“Proper Form” means in form and substance satisfactory to the Bank.
	 
	 	2.18	 	“Rate Management Transaction” means any transaction (including an agreement
with respect thereto) that is a rate swap, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap, equity or equity index
option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, forward transaction, currency swap
transaction, cross-currency rate swap transaction, currency option, derivative
transaction or any other similar transaction (including any option with respect to any
of these transactions) or any combination thereof, whether linked to one or more
interest rates, foreign currencies, commodity prices, equity prices or other financial
measures.
	 
	 	2.19	 	“Related Documents” means this agreement, the Notes, all loan agreements,
credit agreements, reimbursement agreements, security agreements, mortgages, deeds of
trust, pledge agreements, assignments, guaranties, and any other





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	 	 	 	instrument or document executed in connection with this agreement or in connection
with any of the Liabilities.






	 	2.20	 	“Subordinated Debt” means any Indebtedness subordinated to Indebtedness due the
Bank pursuant to a written subordination agreement in Proper Form by and among the
Bank, subordinated creditor and the Borrower which at a minimum must prohibit: (a) any
action by subordinated creditor which will result in an occurrence of an Event of
Default or default under this agreement, the subordination agreement or the
subordinated Indebtedness; and (b) upon the happening of any Event of Default or
default under any Related Documents, the subordination agreement, or any instrument
evidencing the subordinated Indebtedness: (i) any payment of principal and interest on
the subordinated Indebtedness; (ii) any act to compel payment of principal or interest
on subordinated Indebtedness; and (iii) any action to realize upon any collateral
securing the subordinated Indebtedness.
	 
	 	2.21	 	“Subsidiary” means, as to a particular parent Company, any Company of which 50%
or more of the indicia of equity rights is at the time directly or indirectly owned by
such parent Company or by one or more Persons controlled by, controlling or under
common control with such parent Company. For purposes of this agreement, the
Borrower’s Subsidiaries include but are not limited to each of those listed on Annex I.






	3.	 	Conditions Precedent.






	 	3.1	 	Conditions Precedent to Initial Extension of Credit. Before the first
extension of credit governed by this agreement, whether by disbursement of any loan,
issuance of any letter of credit, or otherwise, the Borrower shall deliver to the Bank
in Proper Form:






	 	A.	 	Related Documents. The Notes, and as applicable, the letter of credit
applications, the security agreements, the pledge agreements, financing statements,
mortgages or deeds of trust, the guaranties, the subordination agreements, and any
other loan documents which the Bank may reasonably require to give effect to the
transactions described in this agreement;
	 
	 	B.	 	Organizational and Authority Documents. The Organizational and Authority
Documents of the Borrower and any other Party executing the Related Documents.
	 
	 	C.	 	Payoff Existing Debt/ Release of Liens. Full payment and satisfaction of all
debt of the Borrower and each of its Subsidiaries other than the Indebtedness
permitted by Section 5.1 hereof, and the release and satisfaction of all Liens other
than the Liens permitted by Section 5.2 hereof.
	 
	 	D.	 	Due Diligence Review. Due diligence review by the Bank of matters relating to
the Borrower’s and its Subsidiaries’ operations, risk management,





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	 	 	 	financial reporting, and other matters as the Bank may reasonably request, with the
results of such review satisfactory to the Bank in its sole discretion.






	 	3.2	 	Conditions Precedent to Each Extension of Credit. Before any extension of
credit governed by this agreement, whether by disbursement of a loan, issuance of a
letter of credit or otherwise, the following conditions must be satisfied:






	 	A.	 	Representations. The representations of the Borrower and any other Parties to
the Related Documents are true on and as of the date of the extension of credit;
	 
	 	B.	 	No Event of Default. No default or Event of Default has occurred under this
agreement, the Notes or any other Related Documents and is continuing or would
result from the extension of credit, and no event has occurred which would
constitute the occurrence of any default or any Event of Default but for the lapse
of time until the end of any grace or cure period.






	 	3.3	 	Additional Approvals, Opinions, and Documents. The Bank has received any other
approvals, opinions and documents as it may reasonably request.
	 
	 	3.4	 	Satisfaction of Conditions Precedent. The acceptance of the proceeds and
benefits of the proceeds of any Credit Facility shall constitute a representation and
warranty by the Parties to the Bank that all of the conditions specified in this
Article 3 for that Credit Facility have been satisfied as of that time.






	4.	 	Affirmative Covenants. The Borrower agrees to do, and will cause each of its Subsidiaries to
do, each of the following:






	 	4.1	 	Financial information. Furnish to Bank in Proper Form (1) the financial
statements prepared in conformity with GAAP on consolidated and consolidating bases and
the other information described in, and within the times required by, Exhibit
A, Reporting Requirements, Financial Covenants and Compliance Certificate attached
hereto and incorporated herein by reference; (2) within the time required by
Exhibit A, a certificate in the form of Exhibit A signed or otherwise
authenticated and certified by the chief financial officer or president of the Party
required to submit the information; (3) to the extent permitted by applicable Legal
Requirements, promptly after the same are available, copies of each annual report or
financial statement or other report or communication sent by the Borrower to the
shareholders of the Borrower; each registration statement which the Borrower or any
Subsidiary may file with any Governmental Authority or with any securities exchange;
(4) promptly after a request is submitted to the appropriate Governmental Authority,
any request for waiver of funding standards or extension of amortization periods with
respect to any employee benefit plan; (5) copies of special audits, studies, reports
and analyses prepared for the management of the Borrower, any of its Subsidiaries or
any other Obligor by outside parties as the Bank may reasonably request from time to
time; and (6) such other information relating to the financial condition, prospects and
affairs of




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	 	 	 	the Borrower, each other Obligor and their respective Subsidiaries as the Bank may
reasonably request from time to time. Nothing in this agreement shall require the
Borrower to provide any information to the Bank which the Borrower, any other
Obligor or any of their respective Subsidiaries is prohibited by Legal Requirements
to disclose. All proceeds of any collateral shall be deposited in an account
maintained with Bank.






	 	4.2	 	Existence. Maintain its existence and business operations as presently in
effect in accordance with all applicable Legal Requirements, pay its debts and
obligations when due under normal terms, and pay on or before their due date, all
taxes, assessments, fees and other governmental monetary obligations, except as they
may be contested in good faith if they have been properly reflected on its books and,
at the Bank’s request, adequate funds or security have been pledged to insure payment.
	 
	 	4.3	 	Financial Records. Maintain proper books and records of account, in accordance
with GAAP, and consistent with financial statements previously submitted to the Bank.
	 
	 	4.4	 	Inspection. Permit the Bank or its representatives, at those times and at the
intervals as the Bank may reasonably require: (1) to inspect, examine, audit and copy
its business records, and to discuss its business, operations, prospects and financial
condition with its officers and accountants; and (2) to inspect its business operations
and sites. Nothing in this agreement shall give the Bank the right to inspect or copy
any records of any examination report of the Borrower’s supervisory Governmental
Authority or other information that the Borrower or any of its Subsidiaries are
prohibited by any Legal Requirement from disclosing without the consent of the
supervising Governmental Authority; provided, however, the Borrower will and will cause
each of its Subsidiaries to, cooperate in obtaining any consent should the Bank request
the disclosure.
	 
	 	4.5	 	Notices of Claims, Litigation, Defaults, etc. Promptly inform the Bank in
writing of (1) all existing and threatened litigation, claims, investigations,
administrative proceedings and similar actions affecting the Borrower or any Subsidiary
of the Borrower which could reasonably be expected to materially affect the business,
property, affairs, prospects or financial condition of Borrower or any of its
Subsidiaries; (2) the occurrence of any default or Event of Default and the
circumstances which give rise to the Bank’s option to terminate the Credit Facilities
to the extent the disclosure does not violate any Legal Requirement; (3) any material
additions to or material changes in its locations or businesses, unless the Borrower
has provided such information in writing to the Bank prior to making such addition or
such change; and (4) any alleged breach of any provision of this agreement or of any
other Related Documents by the Bank.
	 
	 	4.6	 	Title to Assets and Property. Maintain good and marketable title to all of its
assets and properties and defend its assets and properties against all claims and
demands of all Persons at any time claiming any interest in them.





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	 	4.7	 	Additional Assurances. Promptly make, execute and deliver any and all
agreements, documents, instruments and other records that the Bank may reasonably
request to evidence any of the Credit Facilities, cure any defect in the execution and
delivery of any of the Related Documents, perfect any Lien, comply with any Legal
Requirement applicable to the Bank or the Credit Facilities or more fully to describe
particular aspects of the agreements set forth or intended to be set forth in any of
the Related Documents.
	 
	 	4.8	 	Borrower Capitalization Status. Borrower shall maintain at all times its
categorization as ‘Well Capitalized’ as defined by the regulations of the FDIC (or
other primary federal Governmental Authority).
	 
	 	4.9	 	Financial Institution Subsidiary Capitalization Status. Borrower shall cause
each of its financial institution Subsidiaries to maintain at all times its
categorization as ‘Well Capitalized’ as defined by the regulations of the OCC (or other
primary federal Governmental Authority).
	 
	 	4.10	 	Ownership of Financial Institution Subsidiaries. Borrower shall at all times
maintain direct or indirect ownership of one hundred percent (100%) of the capital
stock of each of its financial institution Subsidiaries.






	5.	 	Negative Covenants. Without the prior written consent of the Bank, the Borrower will not and
no Subsidiary of the Borrower will:






	 	5.1	 	Indebtedness. Create, assume, incur, have outstanding, or in any manner become
liable in respect of any Indebtedness, other than (1) Indebtedness incurred in the
ordinary course of business (including, without limitation, Federal Home Loan Bank
borrowings, FRB Discount Window Program borrowings, unsecured Fed Funds lines, and
Reverse Repurchase Agreements) and in accordance with applicable Legal Requirements and
safe and sound banking practices; (2) Indebtedness reflected in the Borrower’s
financial statements dated September 30, 2006; (3) additional Indebtedness contracted
for after the date of this agreement that does not exceed the amounts reflected in
those financial statements described in (2) above; and (4) upon the approval of the
Bank, Subordinated Debt.
	 
	 	5.2	 	Liens. Create, assume, incur, suffer or permit to exist any Lien of any kind
or character upon or with respect to any of its assets or properties, whether now owned
at the date hereof or later acquired, or assign or otherwise convey any right to
receive income, other than (1) Liens in favor of the Bank, (2) existing Liens
disclosed in writing to the Bank, (3) Liens incurred in the ordinary course of business
securing current non-delinquent liabilities for taxes, worker’s compensation,
unemployment insurance, social security, and pension liabilities, and (4) existing
mortgage liens on the real estate of the Borrower and the Borrower’s Subsidiaries
securing the existing mortgage debt related thereto and which is presently secured
thereby.





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	 	5.3	 	Disposal of Interests in the Subsidiaries. Dispose of any stock or other
interest in the equity of any of its Subsidiaries, now owned or hereafter acquired, by
sale, assignment, lease or otherwise.
	 
	 	5.4	 	Merger or Consolidations. (1) Dissolve; (2) merge or consolidate with any
Person; (3) lease, sell or otherwise convey a material part of its assets or business
outside the ordinary course of its business; (4) lease, purchase, or otherwise acquire
a material part of the assets of any other Person, except in the ordinary course of its
business; or (5) agree to do any of the foregoing; provided, however, that
notwithstanding the foregoing, any Subsidiary may merge or consolidate with any other
Subsidiary, or with the Borrower, so long as the Borrower is the survivor.
	 
	 	5.5	 	Use of Proceeds. Use, or permit any proceeds of the Credit Facilities to be
used, directly or indirectly, for the purpose of “purchasing or carrying any margin
stock” within the meaning of Federal Reserve Board Regulation U (“Regulation U”). At
the Bank’s request, the Borrower will furnish a completed Federal Reserve Board Form
U-1.
	 
	 	5.6	 	Affiliate Transactions. Enter into any transaction or agreement with any
Affiliate except upon terms substantially similar to those obtainable from wholly
unrelated sources.
	 
	 	5.7	 	Subsidiaries. Form, create or acquire any Subsidiary that is not wholly owned
by the Borrower.
	 
	 	5.8	 	Continuity of Operations. (1) Engage in any business activities substantially
different from those in which it is presently engaged; or (2) cease operations,
liquidate, change its name, dissolve, or sell any assets out of the ordinary course of
business.
	 
	 	5.9	 	Conflicting Agreements. Enter into any agreement containing any provision
which would be violated or breached by the performance of the Borrower’s obligations
under this agreement or any of the other Related Documents.
	 
	 	5.10	 	No Other Negative Pledge. Enter into any agreement with any Person other than
the Bank which prohibits or limits the ability of the Borrower or any of its
Subsidiaries to create or permit to exist any Lien on any of its property, assets or
revenues, whether now owned or hereafter acquired.
	 
	 	5.11	 	Government Regulation. (1) Be or become subject at any time to any Legal
Requirement (including, without limitation, the U.S. Office of Foreign Asset Control
list) that prohibits or limits the Bank from making any advance or extension of credit
to the Borrower or from otherwise conducting business with the Borrower; or (2) fail to
provide documentary and other evidence of the Borrower’s identity as may be requested
by the Bank at any time to enable the Bank to verify the Borrower’s identity or to
comply with any Legal Requirement,




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	 	 	 	including, without limitation, Section 326 of the USA Patriot Act of 2001, 31 U.S.C.
Section 5318.






	6.	 	Representations, Warranties and Covenants by the Borrower. To induce the Bank to enter into
this agreement and to extend credit or other financial accommodations under the Credit
Facilities, the Borrower represents and warrants as of the date of this agreement and as of
the date of each request for credit under the Credit Facilities that each of the following
statements is and shall remain true and correct throughout the term of this agreement and
until all Credit Facilities and all amounts owing under the Notes and other Related Documents
are paid in full:






	 	6.1	 	Organization and Status. (1) The Borrower is an Ohio corporation registered as
a federal bank holding company under the laws of the United States, and the Borrower
and each of its Subsidiaries are each duly organized, validly existing and in good
standing under the laws of its organization and is duly qualified to do business and is
in good standing under the laws of each states in which the ownership of its properties
and the nature and extent of the activities transacted by it makes such qualification
necessary. (2) The Borrower has no Subsidiary other than those listed on Annex I.
	 
	 	6.2	 	Financial Statements. All financial statements delivered to the Bank are
complete and correct and fairly present, in accordance with generally accepted
accounting principles, consistently applied, the financial condition and the results of
operations of the Borrower and each Subsidiary, as at the dates and for the periods
indicated. No material adverse change has occurred in the assets, liabilities,
financial condition, business or affairs of the Borrower or any of its Subsidiaries
since the dates of the Borrower’s financial statements dated September 30, 2006.
Neither the Borrower nor any of its Subsidiaries is subject to any instrument or
agreement materially and adversely affecting its financial condition, business or
affairs.
	 
	 	6.3	 	Enforceability. This agreement, the Notes, and the other Related Documents
have been duly authorized, executed and delivered by the Parties thereto and are valid
and binding agreements of the Parties, enforceable according to their terms, except as
the enforceability may be limited by bankruptcy, insolvency, reorganization or similar
laws affecting creditors’ rights generally and subject to general principles of equity.
The execution, delivery and performance of this agreement, the Notes and the other
Related Documents and the obligations that they impose, do not violate any Legal
Requirement, conflict with any agreement by which any Party is bound, or require the
consent or approval of any Governmental Authority or other third party which has not
been promptly obtained in connection with the execution and delivery of this agreement
and the other Related Documents.
	 
	 	6.4	 	Litigation. There is no litigation, claim, investigation, administrative
proceeding or similar action (including those for unpaid taxes) against the Borrower,
any of its Subsidiaries or any other Obligor pending or threatened, and no other event
has




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	 	 	 	occurred which may in any one case or in the aggregate materially adversely affect
the Borrower, any of its Subsidiaries, any other Obligor or any of their respective
financial condition and properties, other than litigation, claims, or other events,
if any, that have been disclosed to and acknowledged by the Bank in writing or
disclosed in the Borrower’s September 30, 2006, financial statements.






	 	6.5	 	Title and Rights. The Borrower and each of its Subsidiaries have good and
marketable title to its properties, free and clear of any Lien except for Liens
disclosed in writing to the Bank prior to the date of this agreement, and those
permitted by this agreement and the other Related Documents, including, without
limitation, existing mortgage liens on the real estate of the Borrower and the
Borrower’s Subsidiaries securing the existing mortgage debt related thereto and which
is presently secured thereby. The Borrower and each of its Subsidiaries possess all
permits, licenses, patents, trademarks and copyrights required to conduct their
respective businesses.
	 
	 	6.6	 	Regulation U; Business Purpose. None of the proceeds of any of the Credit
Facilities will be used to purchase or carry, directly or indirectly, any margin stock
or for any other purpose which would make this credit a “purpose credit” within the
meaning of Regulation U or not an exempt transaction under Regulation U. All Credit
Facilities will be used for business purposes and for the express purposes that the
Borrower has informed the Bank that it will use the credit. None of the stock of the
Borrower’s Subsidiaries is margin stock as defined in Regulation U
	 
	 	6.7	 	Capital Stock of the Borrower’s Subsidiaries. (1) All of the issued and
outstanding capital stock of each of the Borrower’s Subsidiaries (the “Borrower’s
Current Subsidiaries’ Shares") has been duly authorized, legally and validly issued,
fully paid and nonassessable, and the Borrower’s Current Subsidiaries’ Shares are owned
by the Borrower, free and clear of all Liens, except as may exist for the benefit of
the Bank; (2) none of the Borrower’s Current Subsidiaries’ Shares have been issued in
violation of any shareholder’s preemptive rights; and (3) there are, as of the date of
this agreement, no outstanding options, rights, warrants, plans, understandings or
other agreements or instruments obligating the Borrower to issue, deliver or sell, or
cause to be issued, delivered or sold, or contemplating or providing for the issuance
of, additional shares of the capital stock of the Borrower’s Subsidiaries, or
obligating the Borrower or the Borrower’s Subsidiaries to grant, extend or enter into
any such agreement or commitment.
	 
	 	6.8	 	Regulatory Enforcement Actions. Except as disclosed by the Borrower to the
Bank, none of the Borrower, or any of its Subsidiaries, or any of their respective
officers or directors, is now operating under any effective written restrictions
agreed to by the Borrower or by any of its Subsidiaries, or agreements, memoranda, or
written commitments by the Borrower or by any of its Subsidiaries (other than
restrictions of general application) imposed or required by any Governmental Authority
nor are any such restrictions threatened or




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	 	 	 	agreements, memoranda or commitments being sought by any Governmental Authority.






	 	6.9	 	No Liens. The Borrower is not a party to any agreement, instrument of
undertaking or subject to any other restriction pursuant to which the Borrower has
placed, or will be required to place (or under which any other Person may place), a
Lien upon any of its properties securing Indebtedness, either upon demand or upon the
happening of a condition, with or without any demand.
	 
	 	6.10	 	Compliance. The Borrower and each of its Subsidiaries has filed all
applicable tax returns and paid all taxes shown thereon to be due, except those for
which extensions have been obtained and those which are being contested in good faith
and for which adequate reserves have been established. The Borrower and each of its
Subsidiaries is in compliance with all applicable material Legal Requirements and
manages and operates (and will continue to manage and operate) its business in
accordance with good industry practices. Neither the Borrower nor any of its
Subsidiaries is in default in the payment of any other Indebtedness or under any
agreement to which it is a party.
	 
	 	6.11	 	No Claims Against the Bank. There are no defenses or counterclaims, offsets
or adverse claims, demands or actions of any kind, personal or otherwise, that the
Borrower or any other Obligor could assert against the Bank, whether in connection
with this agreement, any of the Credit Facilities, or otherwise.
	 
	 	6.12	 	Statements by Others. All statements made by or on behalf of the Borrower,
any of its Subsidiaries or any other of the Parties in connection with any Related
Document constitute the joint and several representations and warranties of the
Borrower under this agreement.
	 
	 	6.13	 	Environment. The Borrower and each of its Subsidiaries have complied with
applicable Legal Requirements in each instance in which any of them have generated,
handled, used, stored or disposed of any hazardous or toxic waste or substance, on or
off its premises (whether or not owned by any of them). Neither the Borrower nor any
of its Subsidiaries has any material contingent liability for non-compliance with
environmental or hazardous waste laws. Neither the Borrower nor any of its
Subsidiaries has received any notice that it or any of its property or operations does
not comply with, or that any Governmental Authority is investigating its compliance
with, any environmental or hazardous waste laws.
	 
	 	6.14	 	Continuing Representations. Each request for an advance or conversion or
continuation of an advance under any of the Credit Facilities shall constitute a
representation and warranty by the Borrower that all of the representations and
warranties set forth in this agreement shall be true and correct on and as of such
date with the same effect as though such representations and warranties had been made
on such date, except to the extent that such representations and warranties are stated
to expressly relate solely to an earlier date.





-11-









 






	7	 	Default/Remedies/Cure Periods.






	 	7.1	 	Events of Default. Each of the following is an “Event of Default”:






	 	A.	 	The Borrower, any of its Subsidiaries or any other Obligor
fails to pay within ten (10) days of the date when due any amount payable (1)
under the Notes or with respect to any of the other Liabilities; or (2) under
any agreement or instrument evidencing Indebtedness to any creditor other than
the Bank.
	 
	 	B.	 	The Borrower, any of its Subsidiaries or any other Obligor (1)
within five (5) days of the date to be performed, fails to observe or perform
or otherwise violates, or is in default of, any other term, covenant, condition
or agreement of any of the Notes or other Related Documents; (2) makes any
materially incorrect or misleading representation, warranty, or certificate to
the Bank; (3) makes any materially incorrect or misleading representation in
any financial statement or other information delivered to the Bank; or (4)
defaults under the terms of any agreement or instrument relating to any
Indebtedness (other than the Indebtedness evidenced by the Notes) in a
principal amount of over $1,000,000.00, and the effect of such default will
allow the creditor to declare such Indebtedness due before its maturity.
	 
	 	C.	 	In the event (1) there is a default under the terms of any
Related Document that is not cured within any cure period specified therein; or
(2) the Borrower fails to comply with, or pay, or perform under any agreement,
now or hereafter in effect, between the Borrower and JPMorgan Chase & Co., or
any of its Subsidiaries or Affiliates or their successors and assigns and the
failure to comply with, pay or perform is not cured within any cure period
specified in such agreement.
	 
	 	D.	 	The Borrower, any of its Subsidiaries or any other Obligor
becomes insolvent or unable to pay its debts as they become due.
	 
	 	E.	 	The Borrower, any of its Subsidiaries or any other Obligor (1)
makes an assignment for the benefit of creditors; (2) consents to the
appointment of a custodian, receiver, or trustee for itself or for a
substantial part of its assets; or (3) commences any proceeding under any
bankruptcy, reorganization, liquidation, insolvency or similar laws of any
jurisdiction.
	 
	 	F.	 	A custodian, receiver, conservator or trustee is appointed for
the Borrower, any Subsidiary of the Borrower or any other Obligor or for a
substantial part of its assets.
	 
	 	G.	 	Proceedings are commenced against the Borrower, any Subsidiary
of the Borrower or any other Obligor under any bankruptcy, reorganization,
liquidation, or similar laws of any jurisdiction, and they remain undismissed
for sixty (60) days after commencement; or the Borrower any




-12-









 






	 	 	 	Subsidiary of the Borrower or any other Obligor consents to the commencement
of those proceedings.






	 	H.	 	If any of the Borrower’s assets having an aggregate fair market
value, in the Bank’s reasonable estimate, are attached, seized, subjected to a
writ, or are levied upon or become subject to any Lien (with the exception of
statutory Liens) or come within the possession of any receiver, trustee,
custodian or assignee for the benefit of creditors; or if a notice of Lien,
levy or assessment is filed of record or given to the Borrower or any
Subsidiary of the Borrower with respect to all or any of their respective
assets by any Governmental Authority.
	 
	 	I.	 	The FRB, the FDIC, any State Authority, the OCC, the OTS, the
SEC or any other Governmental Authority issues a cease and desist order or
similar regulatory order, injunction, temporary restraining order, the
assessment of civil monetary penalties, articles of agreement, a memorandum of
understanding, a capital directive, a capital restoration plan, restrictions
(other than board resolutions adopted at the direction of a Governmental
Authority) that prevent or as a practical matter impair the payment of
dividends by any of its Subsidiaries, the payments of any Indebtedness by the
Borrower or the conduct of any or all of the business affairs of the Borrower
or any of its Subsidiaries, restrictions (other than board resolutions adopted
at the direction of a Governmental Authority) that make the payment of the
dividends by any of its Subsidiaries, the payment of Indebtedness by the
Borrower or the conduct of any or all of the business affairs of the Borrower
or any of its Subsidiaries subject to prior regulatory approval, a notice or
finding under subsection 8(a) of the Federal Deposit Insurance Act, as amended,
or any similar enforcement action, measure or proceeding.
	 
	 	J.	 	If the Borrower or any of its Subsidiaries continues to be in
default in any payment of principal or interest for any other indebtedness for
borrowed money or in default in the performance of any other term, condition or
covenant contained in any agreement in an aggregate amount or value of over
$1,000,000.00 (including, but not limited to, an agreement in connection with
the acquisition of capital equipment on a title retention or net lease basis),
under which any such indebtedness is created the effect of which default in
performance is to cause or permit the holder of the indebtedness to cause the
indebtedness to become due prior to its stated maturity.
	 
	 	K.	 	A change of control of the Borrower shall occur or the Borrower
shall have the option, exercisable on at least one Business Day’s prior notice,
upon the consummation, in whole or in part, of any transaction effecting any
change of control of the Borrower that, in either case, has been approved as
such, or is required to be approved by any Governmental Agency.





-13-









 






	 	L.	 	A material adverse change occurs in the assets, liabilities,
actual or prospective financial condition, business or affairs of the Borrower,
any of its Subsidiaries, or any other Obligor.






	 	7.2	 	Remedies. At any time after the occurrence of an Event of Default, the Bank
may do one or more of the following: (1) cease permitting the Borrower to incur any
Liabilities; (2) terminate any commitment of the Bank evidenced by any of the Notes;
(3) declare any of the Notes to be immediately due and payable, without notice of
acceleration, intention to accelerate, presentment and demand or protest or notice of
any kind, all of which are hereby expressly waived; (4) exercise all rights of setoff
that the Bank may have contractually, by law, in equity or otherwise; and (5) exercise
any and all other rights pursuant to any of the Related Documents, at law, in equity or
otherwise. The rights of the Bank under this agreement and the other Related Documents
are in addition to other rights (including without limitation, other rights of setoff)
the Bank may have contractually, by law, in equity or otherwise, all of which are
cumulative and hereby retained by the Bank. Each Obligor agrees to stand still with
regard to the Bank’s enforcement of its rights.






	8	 	Miscellaneous.






	 	8.1	 	Notice. Any notices and demands under or related to this document shall be in
writing and delivered to the intended party at its address stated herein, and if to the
Bank, at its main office if no other address of the Bank is specified herein, by one of
the following means: (1) by hand, (2) by a nationally recognized overnight courier
service, or (3) by certified mail, postage prepaid, with return receipt requested.
Notice shall be deemed given: (1) upon receipt if delivered by hand, (2) on the
Delivery Day after the day of deposit with a nationally recognized courier service, or
(3) on the third Delivery Day after the notice is deposited in the mail. “Delivery
Day” means a day other than a Saturday, a Sunday or any other day on which national
banking associations are authorized to be closed. Any party may change its address for
purposes of the receipt of notices and demands by giving notice of such change in the
manner provided in this provision.
	 
	 	8.2	 	No Waiver. No delay on the part of the Bank in the exercise of any right or
remedy waives that right or remedy. No single or partial exercise by the Bank of any
right or remedy precludes any other future exercise of it or the exercise of any other
right or remedy. No waiver or indulgence by the Bank of any default is effective
unless it is in writing and signed by the Bank, nor shall a waiver on one occasion bar
or waive that right on any future occasion.
	 
	 	8.3	 	Integration. This agreement, the Notes, and any agreement related to the
Credit Facilities embody the entire agreement and understanding of the Borrower and the
Bank and supersede all prior agreements and understandings relating to their subject
matter. If any one or more of the obligations of the Borrower under this agreement or
the Notes is invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining obligations of the Borrower





-14-









 





	 	 	 	shall not in any way be affected or impaired, and the invalidity, illegality or
unenforceability in one jurisdiction shall not affect the validity, legality or
enforceability of the obligations of the Borrower under this agreement or the Notes
in any other jurisdiction.






	 	8.4	 	Joint and Several Liability. Each party executing this agreement as the
Borrower is individually, jointly and severally liable under this agreement.
	 
	 	8.5	 	Choice of Law. THIS AGREEMENT SHALL BE DEEMED TO BE EXECUTED AND HAS BEEN
DELIVERED AND ACCEPTED IN CHICAGO, ILLINOIS BY SIGNING AND DELIVERING IT THERE. ANY
DISPUTE BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS
AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE
RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS AND NOT THE CONFLICTS OF LAW PROVISIONS
OF THE STATE OF ILLINOIS.
	 
	 	8.6	 	Consent to Jurisdiction. THE BANK AND THE BORROWER AGREE THAT ALL DISPUTES
BETWEEN THEM ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE
OTHER RELATED DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE,
SHALL BE RESOLVED ONLY BY STATE OR FEDERAL COURTS LOCATED IN COOK COUNTY, ILLINOIS, BUT
THE BANK AND THE BORROWER ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE OF COOK COUNTY, ILLINOIS. THE BORROWER WAIVES IN ALL
DISPUTES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE
DISPUTE.
	 
	 	8.7	 	Captions. Section headings and titles are for convenience of reference only
and do not affect the interpretation of this agreement.
	 
	 	8.8	 	Creditors Proceedings. In any action or proceeding involving any state
corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization
or other law affecting the rights of creditors generally, if the obligations of the
Borrower under this agreement would otherwise be held or determined to be avoidable,
invalid or unenforceable on account of the amount of the Borrower’s liability under
this agreement, then, notwithstanding any other provision of this agreement to the
contrary, the amount of such liability shall, without any further action by the
Borrower or the Bank, be automatically limited and reduced to the highest amount that
is valid and enforceable as determined in such action or proceeding.





-15-









 






	 	8.9	 	Survival of Representations and Warranties. The Borrower understands and
agrees that in extending the Credit Facilities, the Bank is relying on all
representations, warranties, and covenants made by the Borrower and the other Parties
in this agreement, any other Related Documents or in any certificate or other
instrument delivered by the Parties. The Borrower further agrees that regardless of
any investigation made by the Bank, all such representations, warranties and covenants
will survive the making of the Credit Facilities and delivery to the Bank of this
agreement, shall be continuing in nature, and shall remain in full force and effect
until such time as the Liabilities to the Bank shall be paid in full.
	 
	 	8.10	 	Non-Liability of the Bank. The relationship of the Borrower and the Bank
created by this agreement is strictly a debtor and creditor relationship and not
fiduciary in nature, nor is the relationship to be construed as creating any
partnership or joint venture between the Bank and the Borrower. The Borrower is
exercising the Borrower’s own judgement with respect to the Borrower’s business. All
information supplied to the Bank is for the Bank’s protection only and no other party
is entitled to rely on such information. There is no duty for Bank to review, inspect,
supervise or inform the Borrower of any matter with respect to the Borrower’s business.
The Bank and the Borrower intent that the Bank may reasonably rely on all information
supplied by the Borrower or any other Parties to the Bank, together with all
representations and warranties given by the Borrower and the other Parties to the Bank,
without investigation or confirmation by the Bank and that any investigation or failure
to investigate will not diminish the Bank’s right to so rely.
	 
	 	8.11	 	Indemnification of the Bank. The Borrower agrees to indemnify, defend and hold
the Bank, its parent companies, subsidiaries, affiliates, their respective successors
and assigns and each of their respective shareholders, directors, officers, employees
and agents (collectively, the “Indemnified Persons”) harmless from any and against any
and all loss, liability, obligation, damage, penalty, judgment, claim, deficiency,
expense, interest, penalties, attorneys’ fees (including the fees and expenses of
attorneys engaged by the Indemnified Person at the Indemnified Person’s reasonable
discretion) and amounts paid in settlement (“Claims”) to which any Indemnified Person
may become subject arising out of or relating to this agreement or the collateral,
except to the limited extent that the Claims are proximately caused by the Indemnified
Person’s gross negligence or willful misconduct. The indemnification provided for in
this paragraph shall survive the termination of this agreement and shall not be
affected by the presence, absence or amount of or the payment or nonpayment of any
claim under, any insurance.
	 
	 	8.12	 	Counterparts. This agreement may be executed in multiple counterparts, each of
which, when so executed, shall be deemed an original, but all such counterparts, taken
together, shall constitute one and the same agreement.





-16-









 






	 	8.13	 	Sole Discretion of the Bank. Whenever the Bank’s consent or approval is
required under this agreement, the decision as to whether or not to consent or approve
shall be in the sole and exclusive discretion of the Bank and the Bank’s decision shall
be final and conclusive.
	 
	 	8.14	 	Recovery of Additional Costs. If the imposition of or any change in any law,
rule, regulation, or guideline, or the interpretation or application of any thereof by
any court or administrative or governmental authority (including any request or policy
not having the force of law) shall impose, modify, or make applicable any taxes (except
federal, state, or local income or franchise taxes imposed on the Bank), reserve
requirements, capital adequacy requirements, or other obligations which would (1)
increase the cost to the Bank for extending or maintaining the Credit Facilities; (2)
reduce the amounts payable to the Bank under the Credit Facilities; or (3) reduce the
rate of return on the Bank’s capital as a consequence of the Bank’s obligations with
respect to the Credit Facilities, then the Borrower agrees to pay the Bank such
additional amounts as will compensate the Bank therefor, within five (5) days after the
Bank’s written demand for such payment. The Bank’s demand shall be accompanied by an
explanation of such imposition or charge and a calculation in reasonable detail of the
additional amounts payable by the Borrower which explanation and calculations shall be
conclusive in the absence of manifest error.
	 
	 	8.15	 	Conflicting Terms. If this agreement is inconsistent with any provision in any
Related Documents, the Bank shall determine, in the Bank’s sole and absolute
discretion, which of the provisions shall control any such inconsistency.
	 
	 	8.16	 	Expenses. To the extent not prohibited by applicable law and whether or not
the transactions contemplated by this agreement are consummated, the Borrower is liable
to the Bank and agrees to pay on demand all reasonable costs and expenses of every kind
incurred (or charged by internal allocation) in connection with the negotiation,
preparation, execution, filing, recording, modification, supplementing and waiver of
the Related Documents, the making, servicing and collection of the Credit Facilities
and the realization on any collateral, and any other amounts owed under the Related
Documents, including without limitation reasonable attorneys’ fees (including counsel
for the Bank that are employees of the Bank or its affiliates) and court costs. These
costs and expenses include without limitation any costs or expenses incurred by the
Bank in any proceeding involving any of the Parties or property of any of the Parties.
The obligations of the Borrower under this section shall survive the termination of
this agreement.
	 
	 	8.17	 	Reinstatement. The Borrower agrees that to the extent any payment or transfer
is received by the Bank in connection with the Liabilities, and all or any part of the
payment or transfer is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid or transferred by the Bank or paid or
transferred over to a trustee, receiver or any other entity, whether under any
proceeding or otherwise (any of those payments or transfers is hereinafter referred to
as a “Preferential Payment”), then this agreement and the Credit Facilities




-17-









 






	 	 	 	shall continue to be effective or shall be reinstated, as the case may be, even if
all those Liabilities have been paid in full and whether or not the Bank is in
possession of the Notes and whether any of the Notes has been marked, paid, released
or cancelled, or returned to the Borrower and, to the extent of the payment,
repayment or other transfer by the Bank, the Liabilities or part intended to be
satisfied by the Preferential Payment shall be revived and continued in full force
and effect as if the Preferential Payment had not been made. The obligations of the
Borrower under this section shall survive the termination of this agreement.






	 	8.18	 	Severability. If any provision of this agreement cannot be enforced, the
remaining portions of this agreement shall continue in effect.
	 
	 	8.19	 	Assignments. The Borrower agrees that the Bank may provide any information or
knowledge the Bank may have about the Borrower or about any matter relating to the
Notes or the Related Documents to JPMorgan Chase & Co., or any of its subsidiaries or
affiliates or their successors, or to any one or more purchasers or potential
purchasers of the Notes or the Related Documents or any participation therein. The
Borrower agrees that the Bank may at any time sell, assign or transfer one or more
interests or participations in all or any part of its rights and obligations in the
Notes to one or more purchasers whether or not related to the Bank.
	 
	 	8.20	 	Waivers. All Obligors jointly and severally waive notice, demand, presentment
for payment, notice of nonpayment, notice of acceleration, protest, notice of protest,
and the filing of suit and diligence in collecting the Notes and all other demands and
notices, and consents and agrees that the Obligor’s liabilities and obligations shall
not be released or discharged by any or all of the following, whether with or without
notice to the Obligor or any other Obligor, and whether before or after the maturity of
the Notes: (1) extensions of the time of payment; (2) renewals; (3) acceptances of
partial payments; and (4) releases or substitutions of any Collateral or any Obligor.
The Bank may waive or delay enforcing any of its rights without losing them. Each
Obligor agrees that acceptance of any partial payment shall not constitute a waiver and
that waiver of any default shall not constitute waiver of any prior or subsequent
default. Any waiver affects only the specific terms and time period stated in the
waiver. No modification or waiver of this Agreement is effective unless it is in
writing and signed by the party against whom it is being enforced. Nothing herein is
intended to waive or vary the duties of the Bank or the rights of the Borrower in
violation of any provision of the Uniform Commercial Code as adopted in the State of
Illinois, as amended from time to time, that would prohibit the waiver or variation of
those duties and rights by agreement of the parties.






	9	 	USA PATRIOT ACT NOTIFICATION. The following notification is provided to the Borrower
pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318:





-18-









 






	 	 	 	IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the
government fight the funding of terrorism and money laundering activities, Federal
law requires all financial institutions to obtain, verify, and record information
that identifies each person or entity that opens an account, including any deposit
account, treasury management account, loan, other extension of credit, or other
financial services product. What this means for the Borrower: When the Borrower
opens an account, if the Borrower is an individual Bank will ask for the Borrower’s
name, taxpayer identification number, residential address, date of birth, and other
information that will allow Bank to identify the Borrower, and if the Borrower is
not an individual Bank will ask for the Borrower’s name, taxpayer identification
number, business address, and other information that will allow Bank to identify the
Borrower. Bank may also ask, if the Borrower is an individual to see the Borrower’s
driver’s license or other identifying documents, and if the Borrower is not an
individual to see the Borrower’s legal organizational documents or other identifying
documents.






	10	 	WAIVER OF SPECIAL DAMAGES. THE BORROWER WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW,
ANY RIGHT THE UNDERSIGNED MAY HAVE TO CLAIM OR RECOVER FROM THE BANK IN ANY LEGAL ACTION OR
PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.
	 
	11	 	JURY WAIVER. THE BORROWER AND THE BANK VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER
BASED ON CONTRACT, TORT, OR OTHERWISE) BETWEEN THE BORROWER AND THE BANK ARISING OUT OF OR IN
ANY WAY RELATED TO THIS AGREEMENT AND THE RELATED DOCUMENTS. THIS PROVISION IS A MATERIAL
INDUCEMENT TO THE BANK TO PROVIDE THE CREDIT FACILITIES.





	 	 	 	 	 	 	 
	 	 	Borrower:	 	 
	 
	 	 	 	 	 	 
	 	 	PARK NATIONAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ John W. Kozak	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	John W. Kozak 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	Chief Financial Officer 	 	 
	 

	 	 	 	 

	 	 






-19-









 





	 	 	 	 	 	 	 
	 	 	Bank:	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Chris Cavacini	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	Chris Cavacini 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	Vice President 	 	 
	 

	 	 	 	 

	 	 






-20-









 





ANNEX I — SUBSIDIARIES




	 	 	 	 	 	 	 
	 	 	 	 	% Owned by the Borrower
	 	 	 	 	and each Subsidiary, as
	Subsidiary Name and Address	 	State Where Organized	 	applicable
	Park National Bank

	 	U.S.
	 	 	100	%
	The Richland Trust Company

	 	Ohio
	 	 	100	%
	Century National Bank

	 	U.S.
	 	 	100	%
	The First-Know National Bank of Mount
Vernon

	 	U.S.
	 	 	100	%
	United Bank, N.A.

	 	U.S.
	 	 	100	%
	Second National Bank

	 	U.S.
	 	 	100	%
	The Security National Bank and Trust Co.

	 	U.S.
	 	 	100	%
	The Citizens National Bank of Urbana

	 	U.S.
	 	 	100	%






 









 





EXHIBIT A to Credit Agreement between

Park National Corporation

(the “Borrower”) and JPMorgan Chase Bank, N.A. (the “Bank”)

dated as of March 12, 2007, as same may be amended, restated and supplemented in writing.




REPORTING REQUIREMENTS, FINANCIAL COVENANTS AND COMPLIANCE CERTIFICATE FOR

CURRENT REPORTING PERIOD ENDING ___________, 200_ (“END DATE”)





	A.	 	REPORTING PERIOD. THIS EXHIBIT WILL BE IN PROPER FORM AND SUBMITTED WITHIN 45 DAYS
OF THE END OF EACH CALENDAR QUARTER INCLUDING THE LAST REPORTING PERIOD OF THE FISCAL YEAR.





BORROWER’S FISCAL YEAR ENDS ON ___, 200_.





	B.	 	Financial Reporting. The Borrower will provide the following financial information in Proper Form within
the times indicated:





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Compliance
	 	 	 	 	 	 	Certificate
	 WHO	 	WHEN DUE	 	WHAT	 	(Circle)
	The Borrower and
the Borrower’s
Subsidiaries

	 	(i) Within 90 days of fiscal year end
	 	Annual report and financial statements
(balance sheet, income statement, cash
flow statement) audited (with
unqualified opinion) by independent
certified public accountants
satisfactory to the Bank and prepared
in accordance with generally accepted
accounting principles, consistently
applied on consolidated and
consolidating bases, accompanies by
this Compliance Certificate
	 	 Yes            No
	 
	 	 	 	 	 	 
	 

	 	(ii) Within 45 days of each
Reporting Period End Date,including the
final period of the fiscal year
	 	A copy of all call reports filed with
any Governmental Authority for each of
the Borrower’s financial institution
	 	Yes            No
	 
	 	 	 	 	 	 
	 

	 	(iii) Within 45 days of each
Reporting Period End Date,excluding the
final period of the fiscal year
	 	A copy of the Borrower’s quarterly call
report as filed with its primary
federal Governmental Authority
	 	Yes            No







	C.	 	Other Required Covenants to be maintained and/or to be specifically certified.





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Compliance
	 	 	REQUIRED	 	ACTUAL REPORTED	 	(Circle)
	(i)

	 	Borrower shall maintain at all times its
categorization as ‘Well Capitalized’ as
defined by the regulations of the FDIC (or
other primary federal Governmental
Authority). [Section 4.8]
	 	Well Capitalized?
	 	Yes           No
	 	 Yes           No
	 
	 	 	 	 	 	 	 	 
	(ii)

	 	Borrower shall cause each of its
financial institution Subsidiaries to
maintain at all times its categorization as
‘Well Capitalized’ as defined by the
regulations of the FDIC (or other primary
federal Governmental Authority). [Section
4.9]
	 	Well Capitalized?
	 	Yes           No
	 	 Yes           No






-22-









 




THE ABOVE SUMMARY REPRESENTS SOME OF THE COVENANTS AND AGREEMENTS CONTAINED IN THE AGREEMENT
AND DOES NOT IN ANY WAY RESTRICT OR MODIFY THE TERMS AND CONDITIONS OF THE AGREEMENT. IN CASE OF
CONFLICT BETWEEN THIS EXHIBIT A AND THE AGREEMENT, THE AGREEMENT SHALL CONTROL.



The undersigned hereby certifies that the above information and computations are true and correct
and not misleading as of the date hereof, and that since the date of the Borrower’s most recent
Compliance Certificate (if any):




	 	 	 	 	 
	 

	 	o
	 	No default or Event of Default has occurred under the agreement during the current
Reporting Period, or been discovered from a prior period, and not reported.
	 

	 	o
	 	A default or Event of Default (as described below) has occurred during the current
Reporting Period or has been discovered from a prior period and is being reported
for the first time and:






					
	 

	 	o
	 	was cured on                                         .
	 

	 	o
	 	was waived by the Bank in writing on                                         .
	 

	 	o
	 	is continuing.






	 	 	 	 	 	 
	 

	Description of Event of Default:	 	 	 	 
	 

	 	 	 


	 	 
	 
	 	 	 	 	 
	 	 





Executed this                      day of                                        , 200_.




	 	 	 	 	 	 	 
	 	 	PARK NATIONAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 







-23-