Heller Funding Corp Sample Contracts

Heller Funding Corp – AMENDED AND RESTATED TRUST AGREEMENT (December 3rd, 1999)

AMENDED AND RESTATED TRUST AGREEMENT by and between HELLER FUNDING CORPORATION as Trust Depositor, and WILMINGTON TRUST COMPANY, as Owner Trustee Dated as of December [ ], 1999 TABLE OF CONTENTS PAGE ---- ARTICLE I. DEFINITIONS............................................................................................1 SECTION 1.01. CAPITALIZED TERMS..........

Heller Funding Corp – INDENTURE (December 3rd, 1999)

----------------------------------------------------------------------------- ----------------------------------------------------------------------------- HELLER EQUIPMENT ASSET RECEIVABLES TRUST 1999-2, as Issuer, and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, not in its individual capacity but solely in its capacity as Indenture Trustee ----------------------------------- INDENTURE Dated as of December [ ], 1999 ----------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- TABLE OF CONTENTS

Heller Funding Corp – UNDER THE TRUST INDENTURE ACT OF 1939 OF A (December 3rd, 1999)

Filing pursuant to Registration Statement number 333-70507 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE --------------------- / / CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (Exact name of trustee as specified

Heller Funding Corp – SALE AND SERVICING AGREEMENT (December 3rd, 1999)

Exhibit 10.1 SALE AND SERVICING AGREEMENT among HELLER EQUIPMENT ASSET RECEIVABLES TRUST 1999-2, as Issuer, HELLER FUNDING CORPORATION, as Trust Depositor, HELLER FINANCIAL, INC., as Servicer and as an Originator, HELLER FINANCIAL LEASING, INC., as an Originator and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION as Indenture Trustee Dated as of December [ ], 1999 TABLE OF CONTENTS

Heller Funding Corp – ADMINISTRATION AGREEMENT (December 3rd, 1999)

------------------------------------------------------------------------------ ADMINISTRATION AGREEMENT among HELLER EQUIPMENT ASSET RECEIVABLES TRUST 1999-2, as Issuer, HELLER FINANCIAL, INC. as Administrator HELLER FUNDING CORPORATION, as Trust Depositor, and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION as Indenture Trustee Dated as of December [ ], 1999 ------------------------------------------------------------------------------ TABLE OF CONTENTS SECTION 1. DUTIES OF THE ADMINISTRATOR.......................................................................2 SECTION 2.

Heller Funding Corp – UNDERWRITING AGREEMENT (December 3rd, 1999)

HELLER FUNDING CORPORATION (Trust Depositor) HELLER FINANCIAL, INC. (Servicer) UNDERWRITING AGREEMENT December [__], 1999 First Union Securities, Inc. [ ] --------------------- [ ] --------------------- c/o First Union Securities, Inc. 301 South College Street, TW-9 Charlotte, North Carolina 28288-0610 Ladies and Gentlemen: Heller Funding Corporation, a Delaware corporation (the "TRUST DEPOSITOR"), proposes to cause the Heller Equipment Asset Receivables Trust 1999-2 (the "TRUST") to issue the asset backed notes identified in Schedule I hereto (the "NOTES"). The Notes will be issued pursuant to and secured by an indenture (the "INDENTURE") to be entered into between the Trust and Norwest Bank Minnesota, National Association as trustee (the "INDENTURE TRUSTEE"), the form of which has

Heller Funding Corp – CERTIFICATE OF INCORPORATION (December 3rd, 1999)

CERTIFICATE OF INCORPORATION OF HELLER FUNDING CORPORATION ARTICLE I NAME The name of the corporation (hereinafter called the "CORPORATION") is Heller Funding Corporation. ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III CORPORATE PURPOSES The nature of the business to be conducted or promoted by the Corporation is to engage in the following activities: (a) to purchase or otherwise acquire, own, hold, transfer or sell interests in,

Heller Funding Corp – PLAN AND AGREEMENT OF MERGER (May 14th, 1999)

PLAN AND AGREEMENT OF MERGER ---------------------------- THIS PLAN AND AGREEMENT OF MERGER dated as of April 22, 1999 (this "Agreement") is between Heller Funding Corporation, a Delaware corporation ("HFC"), and Heller Funding Corporation II, a Delaware corporation ("HFC II", and together with HFC, the "Constituent Corporations"). All of the issued and outstanding shares of capital stock of HFC and HFC II are owned by Heller Financial, Inc., a Delaware corporation. ARTICLE I I.1 On the Merger Date (as defined in Section 1.6), HFC II shall be merged with and into HFC (the "Merger") in accordance with the General Corporation Law of the State of Delaware (the "DGCL") and the separate corporate existence of HFC II shall cease. HFC shall be the surviving corporation in the Merger (hereinafter sometimes referred to as the "Surviving Corp

Heller Funding Corp – UNDER THE TRUST INDENTURE ACT OF 1939 OF A (August 21st, 1997)

================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE _____________________________ x CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO ------ SECTION 305(b)(2) NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A U.S. National Banking Association 41-1592157 (Jurisdiction of incorporation or (I.R.S. Employer organization if not a U.S. national

Heller Funding Corp – UNDERWRITING AGREEMENT (August 11th, 1997)

Exhibit 1.1 HELLER FUNDING CORPORATION (Trust Depositor) HELLER FINANCIAL, INC. (Servicer) UNDERWRITING AGREEMENT _________, 1997 First Union Capital Markets Corp. 301 South College Street, TW-10 Charlotte, North Carolina 28288-0610 [ ] [ ] Ladies and Gentlemen: Heller Funding Corporation, a Delaware corporation (the "Trust Depositor"), proposes to cause the Heller Equipment Receivables Trust 1997-1 (the "Trust") to issue the asset backed notes identified in Schedule I hereto (the "Notes"). The Notes will be issued pursuant to and secured by an indenture (the "Indenture") to be entered into between the Trust and ____________ as trustee (the "Indenture Trustee"), the form of which has been filed as an exhibit to

Heller Funding Corp – SALE AND SERVICING AGREEMENT (August 11th, 1997)

EXHIBIT 10.1 ================================================================================ SALE AND SERVICING AGREEMENT among HELLER EQUIPMENT ASSET RECEIVABLES TRUST 1997-1, as Issuer, HELLER FUNDING CORPORATION, as Trust Depositor, HELLER FINANCIAL, INC., as Servicer and [__________________________] as Indenture Trustee Dated as of August [__], 1997 ================================================================================ TABLE OF CONTENTS ARTICLE ONE

Heller Funding Corp – Transfer and Sale Agreement (August 11th, 1997)

EXHIBIT 10.3 ================================================================================ Transfer and Sale Agreement by and among Heller Financial, Inc., as Seller and as Servicer Heller Financial Leasing, Inc., as Seller and Heller Funding Corporation as Purchaser Dated as of August [__], 1997 ================================================================================ TABLE OF CONTENTS ARTICLE I DEFINITIONS.....................................

Heller Funding Corp – TRUST AGREEMENT (August 11th, 1997)

================================================================================ TRUST AGREEMENT by and between HELLER FUNDING CORPORATION as Trust Depositor, and [_____________________], as Owner Trustee Dated as of August 1, 1997 ================================================================================ TABLE OF CONTENTS ARTICLE ONE Page ---- DEFINITIONS.........

Heller Funding Corp – ADMINISTRATION AGREEMENT (August 11th, 1997)

EXHIBIT 10.2 ________________________________________________________________________________ ADMINISTRATION AGREEMENT among HELLER EQUIPMENT ASSET RECEIVABLES TRUST 1997-1, as Issuer, HELLER FINANCIAL, INC. as Administrator HELLER FUNDING CORPORATION, as Trust Depositor, and [_________________] as Indenture Trustee Dated as of August 1, 1997 ________________________________________________________________________________ TABLE OF CONTENTS

Heller Funding Corp – CERTIFICATE OF INCORPORATION (June 27th, 1997)

CERTIFICATE OF INCORPORATION OF HELLER FUNDING CORPORATION ARTICLE I NAME The name of the corporation (hereinafter called the "Corporation") is Heller Funding Corporation. ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III CORPORATE PURPOSES The nature of the business to be conducted or promoted by the Corporation is to engage in the following activities: (a) to purchase or otherwise acquire, own, hold, transfer or sell interests in, or intere