HELLER FINANCIAL, INC. $5,000,000,000 Medium-Term Notes, Series I Due From 9 Months to 30 Years from Date of IssueDistribution Agreement • September 18th, 1998 • Heller Financial Inc • Short-term business credit institutions • New York
AND SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION TrusteeFirst Supplemental Indenture • October 18th, 1995 • Heller Financial Inc • Short-term business credit institutions
EXHIBIT 1 HELLER FINANCIAL, INC. $10,000,000,000 Medium-Term Notes, Series J Due From 9 Months to 30 Years from Date of Issue DISTRIBUTION AGREEMENT ---------------------- October 6, 1999Distribution Agreement • October 14th, 1999 • Heller Financial Inc • Short-term business credit institutions • New York
BY AND AMONGMerger Agreement • August 3rd, 2001 • Heller Financial Inc • Short-term business credit institutions • New York
Heller Financial, Inc. Class A Common Stock (par value $0.25 per share) Underwriting Agreement (U.S. Version) ----------------------Underwriting Agreement • April 8th, 1998 • Heller Financial Inc • Short-term business credit institutions • New York
125,000,000 EXHIBIT 1Underwriting Agreement • November 25th, 1998 • Heller Financial Inc • Short-term business credit institutions • New York
Exhibit 3 (20 pages) Page 24 of 46 REGISTRATION RIGHTS AGREEMENT ----------------------------- REGISTRATION RIGHTS AGREEMENT, dated as of February 3, 1998, between Career Education Corporation, a corporation organized under the laws of Delaware (the...Registration Rights Agreement • February 23rd, 1998 • Heller Financial Inc • Short-term business credit institutions • Illinois
Execution Copy STOCKHOLDERS AGREEMENT ---------------------- STOCKHOLDERS AGREEMENT dated as of May 15, 2003, by and among Castle Dental Centers, Inc., a Delaware corporation (the "Company"), Sentinel Capital Partners II, L.P. ("Sentinel"), General...Stockholders Agreement • May 21st, 2003 • Heller Financial Inc • Short-term business credit institutions • New York
AMENDMENT TO AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 13th, 2001 • Heller Financial Inc • Short-term business credit institutions
EXHIBIT 4.9 REGISTRATION RIGHTS AGREEMENT Dated November 3, 1999Registration Rights Agreement • February 9th, 2000 • Heller Financial Inc • Short-term business credit institutions • New York
UNDERWRITING AGREEMENT BASIC PROVISIONS --------------------------------------- October 16, 1997Underwriting Agreement • October 23rd, 1997 • Heller Financial Inc • Short-term business credit institutions • New York
EXHIBIT 4.8 HELLER FINANCIAL, INC. (a Delaware corporation) 7 3/8% Notes Due November 1, 2009 PURCHASE AGREEMENT Warburg Dillon Read LLC Chase Securities Inc. Credit Suisse First Boston Corporation Salomon Smith Barney Inc. c/o Warburg Dillon Read LLC...Purchase Agreement • February 9th, 2000 • Heller Financial Inc • Short-term business credit institutions • New York
EXHIBIT 10(W) AMENDMENT OF LETTER AGREEMENT ------------------------------ This Amendment of Letter Agreement is entered into between Heller Financial, Inc., a Delaware corporation (the "Company"), and Richard J. Almeida (the "Executive"); WITNESSETH...Letter Agreement • March 8th, 1999 • Heller Financial Inc • Short-term business credit institutions
Execution Copy REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of May 15, 2003, by and among Castle Dental Centers, Inc., a Delaware corporation (the "Company"), Sentinel...Registration Rights Agreement • May 21st, 2003 • Heller Financial Inc • Short-term business credit institutions • New York
STATE STREET BANK AND TRUST COMPANY Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of November 17, 1997Second Supplemental Indenture • December 4th, 1997 • Heller Financial Inc • Short-term business credit institutions
EXHIBIT 4.2 Restricted Stock Award Agreement -------------------------------- Under ----- Heller Financial, Inc. 1998 Stock Incentive Plan ------------------------------------------------Restricted Stock Award Agreement • May 5th, 1998 • Heller Financial Inc • Short-term business credit institutions • Delaware
MANAGEMENT SERVICES AGREEMENT BETWEEN FUJI AMERICA HOLDINGS, INC. AND HELLER FINANCIAL, INC.Management Services Agreement • February 26th, 1998 • Heller Financial Inc • Short-term business credit institutions
Exhibit 1 2,000,000 Shares CAREER EDUCATION CORPORATION Common Stock, $.01 par value UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • April 1st, 1999 • Heller Financial Inc • Short-term business credit institutions • New York
REGISTRATION RIGHTS AGREEMENT Dated as of June 11, 1997 Among HELLER FINANCIAL, INC. and LEHMAN BROTHERS INC., CHASE SECURITIES INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as Initial Purchasers =============================...Registration Rights Agreement • October 24th, 1997 • Heller Financial Inc • Short-term business credit institutions • New York
Exhibit 10(x) As of December 31, 1997 Mr. Frederick E. Wolfert 134 Darroch Road Delmar, New York 12054 Dear Rick: The following is a Letter Agreement detailing the terms and conditions of your employment as President and Chief Operating Officer of...Employment Agreement • February 26th, 1998 • Heller Financial Inc • Short-term business credit institutions • Illinois
EXHIBIT 10.2 AGREEMENT AND PLAN OF MERGERMerger Agreement • April 30th, 1999 • Heller Financial Inc • Short-term business credit institutions • Delaware
EXHIBIT 10(b) AMENDMENT TO EMPLOYMENT AGREEMENT --------------------------------- WITH RICHARD J. ALMEIDA ----------------------- The Employment Agreement between Heller Financial, Inc., a Delaware corporation (the "Company"), and Richard J. Almeida...Employment Agreement • October 23rd, 2001 • Heller Financial Inc • Short-term business credit institutions
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into this ____th day of ______, 1998, by and between HELLER FINANCIAL, INC., a Delaware corporation (the...Registration Rights Agreement • April 28th, 1998 • Heller Financial Inc • Short-term business credit institutions • New York
EXHIBIT 99.1 HEALTHCARE FINANCIAL PARTNERS, INC. PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 20, 1999 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned stockholder(s) hereby appoints John K. Delaney,...Proxy Agreement • June 17th, 1999 • Heller Financial Inc • Short-term business credit institutions
EXHIBIT 10(b) REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into this 6th day of May, 1998, by and between HELLER FINANCIAL, INC., a Delaware corporation (the...Registration Rights Agreement • March 8th, 1999 • Heller Financial Inc • Short-term business credit institutions • New York
Nonqualified Stock Option Award Agreement ----------------------------------------- under ----- Heller Financial, Inc. 1998 Stock Incentive Plan ------------------------------------------------Nonqualified Stock Option Award Agreement • May 5th, 1998 • Heller Financial Inc • Short-term business credit institutions • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • August 9th, 2001 • Heller Financial Inc • Short-term business credit institutions
Dated as of April 15, 1998 This Amended and Restated Keep Well Agreement, dated as of April 15, 1998, amends and restates that certain Restated Keep Well Agreement dated as of June 17, 1997 (the "Prior Restated Keep Well Agreement") between The Fuji...Keep Well Agreement • July 8th, 1998 • Heller Financial Inc • Short-term business credit institutions • New York
EXHIBIT 6 AGREEMENT REGARDING JOINT FILING Pursuant to Securities and Exchange Commission Regulation 240.13d-1(k)(l), the undersigned agree that a statement may be filed on behalf of each of the undersigned persons by General Electric Capital...Agreement Regarding Joint Filing • May 21st, 2003 • Heller Financial Inc • Short-term business credit institutions
Pursuant to Securities and Exchange Commission Regulation 240.13d-1(k)(l), the undersigned agree that a statement may be filed on behalf of each of the undersigned persons by General Electric Capital Corporation with respect to the Series B Convertible Preferred Stock, Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock, the Warrant to purchase 10,984 shares of Series A-2 Convertible Preferred Stock and the Common Stock of Castle Dental Centers, Inc. Further, each of the undersigned agrees that General Electric Capital Corporation, by any of its duly elected officers, shall be authorized to sign from time to time on behalf of the undersigned, any amendments to this Amendment No. 1 to Schedule 13D or any statements on Schedule 13G relating to Castle Dental Centers, Inc. which may be necessary or appropriate from time to time.
EXHIBIT 10.1 THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT, dated April 19, 1999, between HealthCare Financial Partners,...Stock Option Agreement • April 30th, 1999 • Heller Financial Inc • Short-term business credit institutions • Delaware
AMONGSenior Subordinated Note and Warrant Purchase Agreement • July 29th, 2002 • Heller Financial Inc • Short-term business credit institutions • Illinois
EXHIBIT 1.2 Heller Financial, Inc. Class A Common Stock (par value $0.25 per share) --------------------- Underwriting Agreement (International Version) ---------------------Underwriting Agreement • April 28th, 1998 • Heller Financial Inc • Short-term business credit institutions • New York
ANDIndenture • October 23rd, 1997 • Heller Financial Inc • Short-term business credit institutions
Dated as of May 15, 2003Preferred Stock and Subordinated Note Purchase Agreement • May 21st, 2003 • Heller Financial Inc • Short-term business credit institutions • New York
AMONGSenior Subordinated Note and Subordinated Convertible Note Exchange Agreement • July 29th, 2002 • Heller Financial Inc • Short-term business credit institutions • Illinois
