Heller Funding Corp Ii Sample Contracts

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

EXHIBIT 2 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 -------

Heller Funding Corp Ii – UNDERWRITING AGREEMENT (April 12th, 1999)

Exhibit 1.1 HELLER FUNDING CORPORATION II (Trust Depositor) HELLER FINANCIAL, INC. (Servicer) UNDERWRITING AGREEMENT [________________], 1999 First Union Capital Markets Corp. [Other Underwriters] c/o First Union Capital Markets Corp. 301 South College Street, TW-9 Charlotte, North Carolina 28288-0610 Ladies and Gentlemen: Heller Funding Corporation II, a Delaware corporation (the "Trust Depositor"), proposes to cause the Heller Equipment Asset Receivables Trust 1999-1 (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 Norwest Bank Minnesota, National Association as trustee (the "Indenture Trustee"), the form

Heller Funding Corp Ii – UNDER THE TRUST INDENTURE ACT OF 1939 OF A (April 12th, 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 in its charter) A U.S. National Banking Association

Heller Funding Corp Ii – TRUST AGREEMENT (April 12th, 1999)

Exhibit 4.1 TRUST AGREEMENT by and between HELLER FUNDING CORPORATION II as Trust Depositor, and WILMINGTON TRUST COMPANY, as Owner Trustee Dated as of ______, 1999 TABLE OF CONTENTS ARTICLE ONE Page DEFINITIONS..................................................................................1 Section 1.01. Capitalized Terms..........................................................1 Section 1.02. Other Definitional Pr

Heller Funding Corp Ii – SALE AND SERVICING AGREEMENT (April 12th, 1999)

Exhibit 10.1 SALE AND SERVICING AGREEMENT among HELLER EQUIPMENT ASSET RECEIVABLES TRUST 1999-1, as Issuer, HELLER FUNDING CORPORATION II, 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 [ __________ ], 1999 TABLE OF CONTENTS ARTICLE ONE DEFINITIONS........................................................1

Heller Funding Corp Ii – ADMINISTRATION AGREEMENT (April 12th, 1999)

Exhibit 10.2 ADMINISTRATION AGREEMENT among HELLER EQUIPMENT ASSET RECEIVABLES TRUST 1999-1, as Issuer, HELLER FINANCIAL, INC. as Administrator HELLER FUNDING CORPORATION II, as Trust Depositor, and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION as Indenture Trustee Dated as of [_______________ ], 1999 TABLE OF CONTENTS Section 1. Duties of the Administrator....................................3 Section 2 Records........................................................5 Section 3. Compensation.......................................

Heller Funding Corp Ii – CERTIFICATE OF INCORPORATION (April 12th, 1999)

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF HELLER FUNDING CORPORATION II ARTICLE I NAME The name of the corporation (hereinafter called the "Corporation") is Heller Funding Corporation II. ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The address of the Corporation's registered office in the State of Delaware is 1013 Centre Road, Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service 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 purc

Heller Funding Corp Ii – UNDER THE TRUST INDENTURE ACT OF 1939 OF A (April 9th, 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 in its charter) A U.S. National Banking Association

Heller Funding Corp Ii – ADMINISTRATION AGREEMENT (April 9th, 1999)

Exhibit 10.2 ADMINISTRATION AGREEMENT among HELLER EQUIPMENT ASSET RECEIVABLES TRUST 1999-1, as Issuer, HELLER FINANCIAL, INC. as Administrator HELLER FUNDING CORPORATION II, as Trust Depositor, and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION as Indenture Trustee Dated as of [_______________ ], 1999 TABLE OF CONTENTS Section 1. Duties of the Administrator....................................3 Section 2 Records........................................................5 Section 3. Compensation.......................................

Heller Funding Corp Ii – CERTIFICATE OF INCORPORATION (April 9th, 1999)

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF HELLER FUNDING CORPORATION II ARTICLE I NAME The name of the corporation (hereinafter called the "Corporation") is Heller Funding Corporation II. ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The address of the Corporation's registered office in the State of Delaware is 1013 Centre Road, Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service 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 purc

Heller Funding Corp Ii – UNDERWRITING AGREEMENT (April 9th, 1999)

Exhibit 1.1 HELLER FUNDING CORPORATION II (Trust Depositor) HELLER FINANCIAL, INC. (Servicer) UNDERWRITING AGREEMENT [________________], 1999 First Union Capital Markets Corp. [Other Underwriters] c/o First Union Capital Markets Corp. 301 South College Street, TW-9 Charlotte, North Carolina 28288-0610 Ladies and Gentlemen: Heller Funding Corporation II, a Delaware corporation (the "Trust Depositor"), proposes to cause the Heller Equipment Asset Receivables Trust 1999-1 (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 Norwest Bank Minnesota, National Association as trustee (the "Indenture Trustee"), the form

Heller Funding Corp Ii – SALE AND SERVICING AGREEMENT (April 9th, 1999)

Exhibit 10.1 SALE AND SERVICING AGREEMENT among HELLER EQUIPMENT ASSET RECEIVABLES TRUST 1999-1, as Issuer, HELLER FUNDING CORPORATION II, 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 [ __________ ], 1999 TABLE OF CONTENTS ARTICLE ONE DEFINITIONS........................................................1

Heller Funding Corp Ii – TRUST AGREEMENT (April 9th, 1999)

Exhibit 4.1 TRUST AGREEMENT by and between HELLER FUNDING CORPORATION II as Trust Depositor, and WILMINGTON TRUST COMPANY, as Owner Trustee Dated as of ______, 1999 TABLE OF CONTENTS ARTICLE ONE Page DEFINITIONS..................................................................................1 Section 1.01. Capitalized Terms..........................................................1 Section 1.02. Other Definitional Pr