EX-4.10 3 v243873_ex4-10.htm EX-4.10

Exhibit 4.10

PARK NATIONAL CORPORATION

50 North Third Street

Post Office Box 3500

Newark, Ohio 43058-3500

(740) 349-8451

www.parknationalcorp.com

February 29, 2012

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

| Re: | Park National Corporation
|  | Commission File Number: 1-13006
|  | Annual Report on Form 10-K for the Fiscal Year
|  | Ended December 31, 2011

Ladies and Gentlemen:

Park National Corporation, an Ohio corporation (“Park”), is today filing with the Securities and Exchange Commission (the “SEC”) the Annual Report on Form 10-K of Park for the fiscal year ended December 31, 2011 (“Park’s 2011 Form 10-K”).

Neither (i) Park nor (ii) any of Park’s consolidated subsidiaries has outstanding any instrument or agreement with respect to its long-term debt under which the total amount of long-term debt authorized exceeds 10% of the total assets of Park and Park’s subsidiaries on a consolidated basis. In accordance with the provisions of Item 601(b)(4)(iii) of SEC Regulation S-K, Park hereby agrees to furnish to the SEC, upon request, a copy of each instrument or agreement defining (i) the rights of holders of long-term debt of Park or (ii) the rights of holders of long-term debt of a consolidated subsidiary of Park, in each case which is not being filed or incorporated by reference as an exhibit to Park’s 2011 Form 10-K.

| Very truly yours,
| PARK NATIONAL CORPORATION
| /s/ John W. Kozak
| John W. Kozak
| Chief Financial Officer