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 AMONGAgreement and Plan of Merger • August 3rd, 2001 • 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
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
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
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
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
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
125,000,000 EXHIBIT 1Heller Financial Inc • November 25th, 1998 • Short-term business credit institutions • New York
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
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...Letter Agreement • February 26th, 1998 • Heller Financial Inc • Short-term business credit institutions • Illinois
AMENDMENT TO AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 13th, 2001 • Heller Financial Inc • Short-term business credit institutions
either (A) an additional registration statement (the "additional ---------- registration statement") relating to the Offered Securities may have been ---------------------- filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the...Heller Financial Inc • May 16th, 2000 • Short-term business credit institutions • New York
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
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 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
Form of Amended and Restated Change in Control Agreement ---------------------------Control Agreement • May 10th, 2001 • Heller Financial Inc • Short-term business credit institutions • Delaware
AMONGHeller Financial Inc • July 29th, 2002 • Short-term business credit institutions • Illinois
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
February 1, 1996 Mr. Richard J. Almeida Dear Dick: The following is a Letter Agreement detailing the terms and conditions of your employment as Chief Executive Officer of Heller International Corporation. LETTER AGREEMENT ---------------- Heller...Heller Financial Inc • February 14th, 1996 • Short-term business credit institutions • Illinois
AMONGWarrant Purchase Agreement • July 29th, 2002 • Heller Financial Inc • Short-term business credit institutions • Illinois
EXHIBIT 10.2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • 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 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...Heller Financial Inc • February 9th, 2000 • Short-term business credit institutions • New York
JOINT FILING AGREEMENTJoint Filing Agreement • August 9th, 2001 • Heller Financial Inc • Short-term business credit institutions
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(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
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
AND SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION TrusteeHeller Financial Inc • October 18th, 1995 • Short-term business credit institutions
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
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
STATE STREET BANK AND TRUST COMPANY Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of November 17, 1997Heller Financial Inc • December 4th, 1997 • 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
Exhibit 10(g) AGREEMENT FOR THE ALLOCATION OF FEDERAL, STATE AND FOREIGN INCOME TAX LIABILITY AND BENEFITS AMONG HELLER INTERNATIONAL CORPORATION AND ITS SUBSIDIARIES ----------------------------------------------------- This Agreement, effective as...Heller Financial Inc • February 11th, 1997 • Short-term business credit institutions
ANDHeller Financial Inc • October 23rd, 1997 • Short-term business credit institutions
