EX-10.2



 





Exhibit 10.2




			
	 	 	 
	
	 	Line of Credit Note






$50,000,000.00

Date: January 10, 2008



Promise to Pay. On or before January 31, 2009, for value received, Park National Corporation (the
“Borrower”) promises to pay to JPMorgan Chase Bank, N.A., whose address is 8044 Montgomery Rd.,
Cincinnati, OH 45236 (the “Bank”) or order, in lawful money of the United States of America, the
sum of Fifty Million and 00/100 Dollars ($50,000,000.00) or such lesser sum as is indicated on Bank
records, plus interest computed on the basis of the actual number of days elapsed in a year of 360
days at “the Adjusted LIBOR Rate” (the “Note Rate”) and at the rate of 3.00% per annum above the
Note Rate, at the Bank’s option, upon the occurrence of any default under this Note, whether or not
the Bank elects to accelerate the maturity of this Note, from the date such increased rate is
imposed by the Bank.



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



“Adjusted LIBOR Rate” means, with respect to the relevant Interest Period, the sum of (i) the
Applicable Margin plus (ii) the quotient of (a) the LIBOR Rate applicable to such Interest Period,
divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such
Interest Period.



“Applicable Margin” means 0.95% per annum.



“Business Day” means a day (other than a Saturday or Sunday) on which banks generally are open in
Ohio and/or New York for the conduct of substantially all of their commercial lending activities
and on which dealings in United States dollars are carried on in the London interbank market.



“Interest Period” means each consecutive one month period, the first of which shall commence on the
date of this Note, ending on the day which corresponds numerically to such date one (1) month
thereafter, provided, however, that if there is no such numerically corresponding day in such first
succeeding month, such Interest Period shall end on the last Business Day of such first succeeding
month. If an Interest Period would otherwise end on a day which is not a Business Day, such
Interest Period shall end on the next succeeding Business Day, provided, however, that if said next
succeeding Business Day falls in a new calendar month, such Interest Period shall end on the
immediately preceding Business Day.



“LIBOR Rate” means with respect to any LIBOR advance for any Interest Period, the interest rate
determined by the Bank by reference to Page 3750 of the Moneyline Telerate Service (“MTS”) (or on
any successor or substitute page of the MTS, or any successor to or substitute for the MTS,
providing rate quotations comparable to those currently provided on Page 3750 of the MTS, as
determined by the Bank from time to time for purposes of providing quotations of interest rates
applicable to dollar deposits in the London interbank market) to be the rate at approximately 11:00
a.m. London time, two Business Days prior to the commencement of the Interest Period for the
offering by the Bank’s London office, of dollar deposits in an amount comparable to such LIBOR
advance with a maturity equal to such Interest Period. If no LIBOR Rate is available to the Bank,
the applicable LIBOR Rate for the relevant Interest Period shall instead be the rate determined by
the Bank to be the rate at which the Bank offers to place deposits in U.S. dollars with first-class
banks in the London interbank market at approximately 11:00 A.M. (London time) two Business Days
prior to the first day of such Interest Period, in the approximate amount of the principal amount
outstanding on such date and having a maturity equal to such Interest Period.



“Reserve Requirement” means, with respect to an Interest Period, the maximum aggregate reserve
requirement (including all basic, supplemental, marginal and other reserves) which is imposed under
Regulation D.



“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor thereto or other regulation or official interpretation of
said Board of Governors relating to reserve requirements applicable to member banks of the Federal
Reserve System.



If any applicable domestic or foreign law, treaty, rule or regulation now or later in effect
(whether or not it now applies to the Bank) or the interpretation or administration thereof by a
governmental authority charged with such interpretation or administration, or compliance by the
Bank with any guideline, request or directive
of such an authority (whether or not having the force of law), shall make it unlawful or impossible
for the Bank to maintain or fund the advances evidenced by this Note, then, upon notice to the
Borrower by the Bank, the outstanding principal amount, together with accrued interest and any
other amounts payable to the Bank under this Note or the Related Documents shall be repaid (a)
immediately upon the Bank’s demand if such change or compliance with such requests, in the Bank’s
judgment, requires immediate repayment, or (b) at the expiration of the last Interest Period to
expire before the effective date of any such change or request.




 









 







If the Bank determines that quotations of interest rates for the relevant deposits referred to in
the definition of Adjusted LIBOR Rate are not being provided in the relevant amounts or for the
relevant maturities for purposes of determining the interest rate as provided in this Note, then
the Bank shall forthwith give notice of such circumstances to the Borrower, whereupon (i) the
obligation of the Bank to make advances evidenced by this Note shall be suspended until the Bank
notifies the Borrower that the circumstances giving rise to the suspension no longer exists, and
(ii) the Borrower shall repay in full the then outstanding principal amount of each advance
evidenced by this Note, together with accrued interest, on the last day of the then current
Interest Period.



In no event shall the interest rate exceed the maximum rate allowed by law. Any interest payment
that would for any reason be unlawful under applicable law shall be applied to principal.



Interest will be computed on unpaid principal balance from the date of each borrowing.



Until maturity, the Borrower will pay consecutive quarterly installments of interest only
commencing March 31, 2008.



The Borrower shall make all payments on this Note and the other Related Documents, without setoff,
deduction, or counterclaim, to the Bank at the Bank’s address above or at such other place as the
Bank may designate in writing. If any payment of principal or interest on this Note shall become
due on a day that is not a Business Day, the payment will be made on the next succeeding Business
Day. In addition, the Borrower will make those additional payments required by the Credit
Agreement. The term “Business Day” in this Note means a day other than a Saturday, Sunday or any
other day on which national banking associations are authorized to be closed. Payments shall be
allocated among principal, interest and fees at the discretion of the Bank unless otherwise agreed
or required by applicable law. Acceptance by the Bank of any payment that is less than the payment
due at that time shall not constitute a waiver of the Bank’s right to receive payment in full at
that time or any other time.



Authorization for Direct Payments (ACH Debits). To effectuate any payment due under this Note, the
Borrower hereby authorizes the Bank to initiate debit entries to Account Number
                                                             at the Bank and to debit the same to such account. This authorization to
initiate debit entries shall remain in full force and effect until the Bank has received written
notification of its termination in such time and in such manner as to afford the Bank a reasonable
opportunity to act on it. The Borrower represents that the Borrower is and will be the owner of all
funds in such account. The Borrower acknowledges (1) that such debit entries may cause an overdraft
of such account which may result in the Bank’s refusal to honor items drawn on such account until
adequate deposits are made to such account; (2) that the Bank is under no duty or obligation to
initiate any debit entry for any purpose; and (3) that if a debit is not made because the
above-referenced account does not have a sufficient available balance, or otherwise, the payment
may be late or past due.



Purpose of Loan. The Borrower acknowledges and agrees that this Note evidences a loan for a
business, commercial, agricultural or similar commercial enterprise purpose, and that all advances
made under this Note shall not be used for any personal, family or household purpose. The proceeds
of the loan shall be used only for the Borrower’s working capital purposes.



Credit Facility. The Bank has approved a credit facility to the Borrower in a principal amount not
to exceed the face amount of this Note. The credit facility is in the form of advances made from
time to time by the Bank to the Borrower. This Note evidences the Borrower’s obligation to repay
those advances. The aggregate principal amount of debt evidenced by this Note is the amount
reflected from time to time in the records of the Bank. Until the earliest of maturity, the
occurrence of any default, or the occurrence of any event that would constitute a default but for
the giving of notice or the lapse of time or both until the end of any grace or
cure period, the Borrower may borrow, pay down and reborrow under this Note subject to the terms of
the Related Documents.



Renewal and Extension. This Note is given in replacement, renewal and/or extension of, but not
extinguishing the indebtedness evidenced by, that Line of Credit Note dated March 12, 2007 executed
by the Borrower in the original principal amount of Forty Million and 00/100 Dollars
($40,000,000.00), including previous renewals or modifications thereof, if any (the “Prior Note”
and together with all loan agreements, credit agreements, reimbursement agreements, security
agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, and any other
instrument or document executed in connection with the Prior Note, the “Prior Related Documents”),
and is not a novation thereof. All interest evidenced by the Prior Note shall continue to be due
and payable until paid. The Borrower fully, finally, and forever releases and discharges the Bank
and its successors, assigns, directors, officers, employees, agents, and representatives (each a
“Bank Party”) from any and all causes of action, claims, debts, demands, and liabilities, of
whatever kind or nature, in law or equity, of the Borrower, whether now known or unknown to the
Borrower (i) in respect of the loan evidenced by the Prior Note and the Prior Related Documents, or
of the actions or omissions of any Bank Party in any manner related to the loan evidenced by the
Prior Note or the Prior Related Documents and (ii) arising from events occurring prior to the date
of this Note. If applicable, all Collateral continues to secure the payment of this Note and the
Liabilities. The provisions of this Note are effective on the date that this Note has been executed
by all of the signers and delivered to the Bank.



Confession of Judgment. The Borrower hereby irrevocably authorizes and empowers any
attorney-at-law, including an attorney hired by the Bank, to appear in any court of record and to
confess judgment against any or all Borrowers for the unpaid amount of this Note


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as evidenced by
an affidavit signed by an officer of the Bank setting forth the amount then due together with
attorney’s fees plus costs of suit, and to release all errors, and waive all rights of appeal. If a
copy of this Note, verified by an affidavit, shall have been filed in the proceeding, it will not
be necessary to file the original as a warrant of attorney. The Borrower waives the right to any
stay of execution and the benefit of all exemption laws now or hereafter in effect. No single
exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust the
power, whether or not any such exercise shall be held by any court to be invalid, voidable, or
void; but the power will continue undiminished and may be exercised from time to time as the Bank
may elect until all amounts owing on this Note have been paid in full. The Borrower waives any
conflict of interest that an attorney hired by the Bank may have in acting on behalf of the
Borrower in confessing judgment against the Borrower while such attorney is retained by the Bank.
The Borrower expressly consents to such attorney acting for the Borrower in confessing judgment.



Miscellaneous. This Note binds the Borrower and its successors, and benefits the Bank, its
successors and assigns. Any reference to the Bank includes any holder of this Note. This Note is
issued pursuant and entitled to the benefits of that certain Credit Agreement by and between the
Borrower and the Bank, dated March 12, 2007, and all replacements thereof (the “Credit Agreement”)
to which reference is hereby made for a more complete statement of the terms and conditions under
which the loan evidenced hereby is made and is to be repaid. The terms and provisions of the Credit
Agreement are hereby incorporated and made a part hereof by this reference thereto with the same
force and effect as if set forth at length herein. No reference to the Credit Agreement and no
provisions of this Note or the Credit Agreement shall alter or impair the absolute and
unconditional obligation of the Borrower to pay the principal and interest on this Note as herein
prescribed. Capitalized terms not otherwise defined herein shall have the meanings assigned to such
terms in the Credit Agreement.



WARNING: BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY
ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A
COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR
WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY
OTHER CAUSE.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Borrower:
	 
	 	 	 	 	 	 	 	 	 	 
	Address:	 	50 North 3rd Street	 	 	 	Park National Corporation
	 

	 	Newark, OH 43055	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ John W. Kozak
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	John W. Kozak	 	Senior VP and CFO
	 

	 	 	 	 	 	 	 	Printed Name 	 	Title

	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Date Signed: January 10, 2008







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