EX-10.1



 







Exhibit 10.1




			
	 	 	 
	
	 	Amendment to Credit Agreement







This agreement is dated as of January 10, 2008, by and between Park National Corporation (the
“Borrower”) and JPMorgan Chase Bank, N.A. (the “Bank”), and its successors and assigns. The provisions of this agreement are
effective on the date that this agreement has been executed by all of the signers and delivered to the Bank (the “Effective Date”).



WHEREAS, the Borrower and the Bank entered into a credit agreement dated March 12, 2007, as amended
(if applicable) (the “Credit Agreement”); and



WHEREAS, the Borrower has requested and the Bank has agreed to amend the Credit Agreement as set
forth below;



NOW, THEREFORE, in mutual consideration of the agreements contained herein and for other good and
valuable consideration, the parties agree as follows:





	1.	 	DEFINED TERMS. Capitalized terms not defined herein shall have the meaning ascribed in the
Credit Agreement.
	 
	2.	 	MODIFICATION OF CREDIT AGREEMENT. The Credit Agreement is hereby amended as follows:






	 	2.1	 	From and after the Effective Date, the provision in the Credit Agreement under Section 1.2
captioned “Facility A (Line of Credit).” is hereby amended and restated to read as follows:






	 	1.2	 	Facility A (Line of Credit). The Bank has approved a credit facility to the Borrower in the
principal sum not to exceed $50,000,000.00 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.






	 	2.2	 	From and after the Effective Date, Section 4.1 of the Credit Agreement is hereby amended and
restated in its entirety
to read as follows:






	 	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 to the Amendment to Credit Agreement dated as of January 10, 2008, by and between the
Borrower and the Bank (the “Amendment”) and incorporated herein by reference; (2) within the time required
by Exhibit A attached to the Amendment, a certificate in
the form of Exhibit A attached to the
Amendment 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 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.






	3.	 	RATIFICATION. The Borrower ratifies and reaffirms the Credit Agreement and the Credit Agreement
shall remain in full force and effect as modified herein.
	 
	4.	 	BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that (a) the
representations and warranties contained in the Credit Agreement are true and correct in all
material respects as of the date of this agreement, (b) no condition, act or event which could constitute an event of default under the
Credit Agreement or any promissory note or credit facility executed in reference to the Credit Agreement exists, and (c) no
condition, event, act or omission has occurred, which, with the giving of notice or passage of time, would constitute an
event of default under the Credit Agreement or any promissory note or credit facility executed in reference to the Credit
Agreement.




 









 












	5.	 	FEES AND EXPENSES. The Borrower agrees to pay all fees and out-of-pocket disbursements incurred
by the Bank in connection with this agreement, including legal fees incurred by the Bank in the preparation,
consummation, administration and enforcement of this agreement.
	 
	6.	 	EXECUTION AND DELIVERY. This agreement shall become effective only after it is fully executed by
the Borrower and the Bank, and the Bank shall have received from the Borrower the following documents: Line of
Credit Note.
	 
	7.	 	ACKNOWLEDGEMENTS OF BORROWER. The Borrower acknowledges that as of the date of this agreement it
has no offsets with respect to all amounts owed by the Borrower to the Bank arising under or related to
the Credit Agreement on or prior to the date of this agreement. The Borrower fully, finally
and forever releases and
discharges the Bank and its successors, assigns, directors, officers, employees, agents and representatives from any and all
claims, causes of action, debts and liabilities, of whatever kind or nature, in law or in equity, of the Borrower, whether now
known or unknown to the Borrower, which may have arisen in connection with the Credit Agreement or the actions or omissions
of the Bank related to the Credit Agreement on or prior to the date hereof. The Borrower acknowledges and agrees that this
agreement is limited to the terms outlined above, and shall not be construed as an agreement to change any other terms or
provisions of the Credit Agreement. This agreement shall not establish a course of dealing or be construed as evidence of
any willingness on the Bank’s part to grant other or future agreements, should any be requested.
	 
	8.	 	NOT A NOVATION. This agreement is a modification only and not a novation. Except for the
above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements, reimbursement
agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments or
documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain
in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered
attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any
guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of
collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not
be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the
Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and
control. The Bank expressly reserves all rights against all parties to the Credit Agreement.





	 	 	 	 	 
	 	Borrower:



Park National Corporation

 	 
	 	By:  	/s/ John W. Kozak
 	 
	 	 	John W. Kozak 	Senior VP and CFO 	 
	 	 	Printed Name 	Title 	 
	 	Date Signed: January 10, 2008 	
 	 
	 
	 	Bank:



JPMorgan Chase Bank, N.A.

 	 
	 	By:  	/s/ Chris Cavacini
 	 
	 	 	Chris Cavacini 	Vice President 	 
	 	 	Printed Name 	Title 	 
	 	Date Signed: January 10, 2008 	
 	 
	 




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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, accompanied
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 Subsidiaries
	 	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
	 
	 	 	 	 
	 

	 	 	 	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	 	 






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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:  	 	 
	 




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