Common use of Confirmation of the Agreement Clause in Contracts

Confirmation of the Agreement. Except as amended hereby, the Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. LASALLE NATIONAL BANK ST. PAUL XXXCORP, INC. By: By: ---------------------- ----------------------- Its: Its: ---------------------- ----------------------- 4 Exhibit A-1 REVOLVING NOTE $20,000,000 Dated: October 15, 1996 FOR VALUE RECEIVED, ST. PAUL XXXCORP, INC., a Delaware corporation (the "Maker") promises to pay to the order of LASALLE NATIONAL BANK, a national banking association (the "Bank") the lesser of: the principal sum of TWENTY MILLION DOLLARS ($20,000,000), or the aggregate unpaid principal amount outstanding under the Revolving Loan Agreement dated September 15, 1995 (as amended from time to time, the "Loan Agreement") between the Bank and the Maker at the maturity or maturities and in the amount or amounts as stated on the records of the Bank together with interest (computed on actual days elapsed on the basis of a 360 day year) on any and all principal amounts outstanding hereunder from time to time from the date hereof until maturity. Interest shall be payable at the rates of interest and the times set forth in the Loan Agreement. In no event shall any principal amount have a maturity later than the Revolving Credit Termination Date, as that term is defined in the Loan Agreement. This Note shall be available for direct advances. Principal and interest shall be paid to the Bank at its office at 135 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, xx at such other place as the holder of this Note may designate in writing to the Maker. This Note may be prepaid in whole or in part as provided for in the Loan Agreement. This Note evidences indebtedness incurred under the Loan Agreement, to which reference is hereby made for a statement of the terms and conditions under which the due date of the Note or any payment thereon may be accelerated. The holder of this Note is entitled to all of the benefits provided for in the Loan Agreement. The Maker agrees that in action or proceeding instituted to collect or enforce collection of this Note, the amount on the Bank's records shall be conclusive and binding evidence, absent demonstrable error, of the unpaid principal balance of this Note. This note is in substitution and replacement of, but not repayment for, a Revolving Note of the Maker to the Bank dated September 15, 1995 in the principal amount of $20,000,000 and is in no way intended as a novation therefor.

Confirmation of the Agreement. Except as amended -------------------------------ss hereby, the Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. LASALLE BANK NATIONAL BANK ST. PAUL XXXCORP, INC. ASSOCIATION WINTRUST FINANCIAL CORPORATION By: By: ---------------------- ----------------------- /s/ Xxxxx X. Xxxxxxx -------------------------------------- ----------------------------- Its: Its: ---------------------- ----------------------- 4 Exhibit A-1 :Excutive Vice President & CFO -------------------------------------- ----------------------------- EXHIBIT A-5 TO THE FIFTH AMENDMENT TO LOAN AGREEMENT ---------------------------------------------------- REPLACEMENT REVOLVING NOTE $20,000,000 40,000,000 Dated: October 15August 30, 1996 2000 FOR VALUE RECEIVED, ST. PAUL XXXCORPWINTRUST FINANCIAL CORPORATION, INC., a Delaware an Illinois corporation (the "Maker") promises to pay to the order of LASALLE BANK NATIONAL BANKASSOCIATION, a national banking association (the "Bank") the lesser of: the principal sum of TWENTY FORTY MILLION DOLLARS ($20,000,00040,000,000), or the aggregate unpaid principal amount outstanding under the Revolving Loan Agreement dated September 15August 30, 1995 1996 (as amended from time to time, the "Loan Agreement") between the Bank and the Maker at the maturity or maturities and in the amount or amounts as stated on the records of the Bank together with interest (computed on actual days elapsed on the basis of a 360 day year) on any and all principal amounts outstanding hereunder from time to time from the date hereof until maturity. Interest shall be payable at the rates of interest and the times set forth in the Loan Agreement. In no event shall any principal amount have a maturity later than the Revolving Credit Termination DateAugust 30, as that term is defined in the Loan Agreement2001. This Note shall be available for direct advances. Principal and interest shall be paid to the Bank at its office at 135 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, xx or at such other place as the holder of this Note may designate in writing to the Maker. This Note may be prepaid in whole or in part as provided for in the Loan Agreement. This Note evidences indebtedness incurred under the Loan Agreement, to which reference is hereby made for a statement of the terms and conditions under which the due date of the Note or any payment thereon may be accelerated. The holder of this Note is entitled to all of the benefits provided for in the Loan Agreement. The Maker agrees that in action or proceeding instituted to collect or enforce collection of this Note, the amount on the Bank's records shall be conclusive and binding evidence, absent demonstrable error, of the unpaid principal balance of this Note. This note Note is in replacement and substitution and replacement of, but not repayment for, a Revolving Note of the Maker to the Bank Borrower dated September 15August 30, 1995 1999 in the principal amount of $20,000,000 40,000,000 and is in no way intended as to constitute a novation therefor.. WINTRUST FINANCIAL CORPORATION By: ---------------------------------------------- Its: ----------------------------------------------

Confirmation of the Agreement. Except as amended hereby, the ----------------------------- Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. LASALLE NATIONAL BANK ST. PAUL XXXCORP, INC. WINTRUST FINANCIAL CORPORATION By: By: ---------------------- ----------------------- Its: Its: ---------------------- ----------------------- 4 Exhibit A-1 A-2 ----------- REPLACEMENT REVOLVING NOTE $20,000,000 30,000,000 Dated: October 15September 1, 1996 1997 FOR VALUE RECEIVED, ST. PAUL XXXCORPWINTRUST FINANCIAL CORPORATION, INC., a Delaware an Illinois corporation (the "Maker") promises to pay to the order of LASALLE NATIONAL BANK, a national banking association (the "Bank") the lesser of: the principal sum of TWENTY THIRTY MILLION DOLLARS ($20,000,00030,000,000), or the aggregate unpaid principal amount outstanding under the Revolving Loan Agreement dated September 151, 1995 1996 (as amended from time to time, the "Loan Agreement") between the Bank and the Maker at the maturity or maturities and in the amount or amounts as stated on the records of the Bank together with interest (computed on actual days elapsed on the basis of a 360 day year) on any and all principal amounts outstanding hereunder from time to time from the date hereof until maturity. Interest shall be payable at the rates of interest and the times set forth in the Loan Agreement. In no event shall any principal amount have a maturity later than the Revolving Credit Termination DateSeptember 1, as that term is defined in the Loan Agreement1998. This Note shall be available for direct advances. Principal and interest shall be paid to the Bank at its office at 135 Xxxxx XxXxxxx XxxxxxSouth LaSalle Street, XxxxxxxChicago, Xxxxxxxx 00000, xx at such other place as the holder xx xxxx xxxxx xxxxx xx xxx xxxder of this Note may designate in writing to the Maker. This Note may be prepaid in whole or in part as provided for in the Loan Agreement. This Note evidences indebtedness incurred under the Loan Agreement, to which reference is hereby made for a statement of the terms and conditions under which the due date of the Note or any payment thereon may be accelerated. The holder of this Note is entitled to all of the benefits provided for in the Loan Agreement. The Maker agrees that in action or proceeding instituted to collect or enforce collection of this Note, the amount on the Bank's records shall be conclusive and binding evidence, absent demonstrable error, of the unpaid principal balance of this Note. This note Note is in replacement and substitution and replacement of, but not repayment for, a Revolving Note of the Maker to the Bank Borrower dated September 151, 1995 1997 in the principal amount of $20,000,000 25,000,000 and is in no way intended as to constitute a novation therefor.. WINTRUST FINANCIAL CORPORATION By: Its:

Confirmation of the Agreement. Except as amended hereby, the ----------------------------- Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. LASALLE NATIONAL BANK ST. PAUL XXXCORP, INC. WINTRUST FINANCIAL CORPORATION By: By: ---------------------- ----------------------- Its: Its: ---------------------- ----------------------- 4 Exhibit A-1 A-3 REPLACEMENT REVOLVING NOTE $20,000,000 40,000,000 Dated: October 15September 1, 1996 1998 FOR VALUE RECEIVED, ST. PAUL XXXCORPWINTRUST FINANCIAL CORPORATION, INC., a Delaware an Illinois corporation (the "Maker") promises to pay to the order of LASALLE NATIONAL BANK, a national banking association (the "Bank") the lesser of: of the principal sum of TWENTY FORTY MILLION DOLLARS ($20,000,00040,000,000), or the aggregate unpaid principal amount outstanding under the Revolving Loan Agreement dated September 151, 1995 1996 (as amended from time to time, the "Loan Agreement") between the Bank and the Maker at the maturity or maturities and in the amount or amounts as stated on the records of the Bank together with interest (computed on actual days elapsed on the basis of a 360 day year) on any and all principal amounts outstanding hereunder from time to time from the date hereof until maturity. Interest shall be payable at the rates of interest and the times set forth in the Loan Agreement. In no event shall any principal amount have a maturity later than the Revolving Credit Termination DateSeptember 1, as that term is defined in the Loan Agreement1999. This Note shall be available for direct advances. Principal and interest shall be paid to the Bank at its office at 135 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, xx or. at such other place as the holder of this Note may designate in writing to the Maker. This Note may be prepaid in whole or in part as provided for in the Loan Agreement. This Note evidences indebtedness incurred under the Loan Agreement, to which reference is hereby made for a statement of the terms and conditions under which the due date of the Note or any payment thereon may be accelerated. The holder of this Note is entitled to all of the benefits provided for in the Loan Agreement. The Maker agrees that in action or proceeding instituted to collect or enforce collection of this Note, the amount on the Bank's records shall be conclusive and binding evidence, absent demonstrable error, of the unpaid principal balance of this Note. This note Note is in replacement and substitution and replacement of, but not repayment for, a Revolving Note of the Maker to the Bank Borrower dated September 151, 1995 1997 in the principal amount of $20,000,000 30,000,000 and is in no way intended as to constitute a novation therefor.. WINTRUST FINANCIAL CORPORATION By: ______________________________ Its: ______________________________ August 13, 1998 90995-1