0001140361-20-018821 Sample Contracts

PARK NATIONAL CORPORATION Issuer And Trustee INDENTURE
Park National Corp /Oh/ • August 20th, 2020 • National commercial banks • New York
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PARK NATIONAL CORPORATION Issuer And Trustee FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • August 20th, 2020 • Park National Corp /Oh/ • National commercial banks

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 20, 2020, between PARK NATIONAL CORPORATION, a Ohio corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (“Trustee”).

175.0 Million Aggregate Principal Amount of
Underwriting Agreement • August 20th, 2020 • Park National Corp /Oh/ • National commercial banks • New York

Park National Corporation, an Ohio corporation (the “Company”), proposes to issue and sell to Piper Sandler & Co. (the “Underwriter” or “you”) $175.0 million aggregate principal amount of its 4.50% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Securities”). The Securities are to be issued pursuant to an Indenture between the Company, as issuer, and U.S. Bank National Association, as the trustee (the “Trustee”), dated as of August 20, 2020 (“Base Indenture”), as amended and supplemented by a first supplemental indenture between the Company and the Trustee, dated as of August 20, 2020 (“First Supplemental Indenture” and together with the Base Indenture, the “Indenture”).

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