-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DErtRz7tSNFNzCJxIzd1JxwODSJhfOqQLGy4xlATSlv6IfJigBwCr6ZbCOpyMwK6 iaWKMcKLzfMZW3cxZPEyaA== 0000950131-97-006543.txt : 19971107 0000950131-97-006543.hdr.sgml : 19971107 ACCESSION NUMBER: 0000950131-97-006543 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19971106 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971106 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HELLER FINANCIAL INC CENTRAL INDEX KEY: 0000046738 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 361208070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06157 FILM NUMBER: 97709152 BUSINESS ADDRESS: STREET 1: 500 W MONROE ST CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 3124417000 MAIL ADDRESS: STREET 1: 500 W MONROE ST CITY: CHICAGO STATE: IL ZIP: 60661 FORMER COMPANY: FORMER CONFORMED NAME: HELLER WALTER E & CO /NEW/ DATE OF NAME CHANGE: 19850503 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 6, 1997 ----------------- (Date of earliest event reported) HELLER FINANCIAL, INC. ---------------------- (Exact name of registrant as specified in its charter) Delaware -------- (State or other jurisdiction of incorporation) 1-6157 36-1208070 ------ ---------- (Commission File Number) (IRS Employer Identification Number) 500 West Monroe Street, Chicago, Illinois 60661 ----------------------------------------- ----- (Address of principal executive offices) (Zip Code) (312) 441-7000 -------------- (Registrant's telephone number, including area code) Item 5. Other Events - ------- ------------ On November 3, 1997, Heller Financial, Inc. ("Registrant") commenced an offering from time to time under the Registration Statement on Form S-3 No. 333-38545 (the "Registration Statement") and pursuant to a Prospectus Supplement dated November 4, 1997 of up to $500,000,000 of Medium Term Notes, Series G, due from 9 months to 30 years from the date of issue. Item 7. Financial Statements and Exhibits - ------- --------------------------------- (c) Exhibits 4(a) Form of Medium-Term Note, Series G (Fixed Rate) due from 9 months to 30 years from date of issue 4(b) Form of Medium-Term Note, Series G (Fixed Rate/Currency Indexed) due from 9 months to 30 years from date of issue 4(c) Form of Medium-Term Note, Series G (Floating Rate) due from 9 months to 30 years from date of issue 4(d) Form of Medium-Term Note, Series G (Floating Rate/Currency Indexed) due from 9 months to 30 years from date of issue 8 Opinion of Katten Muchin & Zavis 23 Consent of Katten Muchin & Zavis (included in Exhibit 8) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 6, 1997 ---------------- HELLER FINANCIAL, INC. By: /s/ Lauralee E. Martin --------------------------------- Lauralee E. Martin Title: Executive Vice President and Chief Financial Officer 2 EXHIBIT INDEX
Exhibit Sequentially Number Numbered Pages - ------- -------------- 4(a) Form of Medium-Term Note, Series G (Fixed Rate) due from 9 4-16 months to 30 years from date of issue 4(b) Form of Medium-Term Note, Series G (Fixed Rate/Currency 17-32 Indexed) due from 9 months to 30 years from date of issue 4(c) Form of Medium-Term Note, Series G (Floating Rate) due from 9 33-54 months to 30 years from date of issue 4(d) Form of Medium-Term Note, Series G (Floating Rate/Currency 55-78 Indexed) due from 9 months to 30 years from date of issue 8 Opinion of Katten Muchin & Zavis 79-80 23 Consent of Katten Muchin & Zavis (included in Exhibit 8)
3 EX-4.(A) 2 FORM OF MEDIUM TERM NOTE Exhibit 4(A) [Face of Note] Under proposed United States Treasury Regulations, it is possible that Notes which are not issued at a discount but which are issued between a record date and the related Interest Payment Date would be treated as issued at an original issue discount because interest is not paid at fixed periodic intervals at a fixed rate during the entire term of such Notes, with the consequence that holders (including cash basis holders) would be required to report interest in respect of such a Note on a constant yield accrual basis for United States Federal income tax purposes. CUSIP NO. REGISTERED NO. FIXR PRINCIPAL AMOUNT $_______________ HELLER FINANCIAL, INC. MEDIUM-TERM NOTE, SERIES G (Fixed Rate) If the registered owner of this Note (as indicated below) is The Depository Trust Company (the "Depository") or a nominee of the Depository, this Note is a global Note and the following legend is applicable: Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE & CO., or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, CEDE & CO., has an interest herein. IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPLETED UNDER THE APPROXIMATE METHOD BELOW) WILL BE COMPLETED SOLELY FOR PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES. 4 The following summary of terms is subject to the information set forth on the reverse hereof: ISSUE PRICE: SPECIFIED CURRENCY: ORIGINAL ISSUE DATE: OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY: [_] YES [_] NO STATED MATURITY DATE: OPTIONAL REDEMPTION: [_] YES [_] NO AUTHORIZED DENOMINATIONS: INITIAL REDEMPTION DATE: INTEREST RATE: REDEMPTION PRICE: Initially __% of Principal Amount and declining by __% of the Principal Amount on each anniversary of the Initial INTEREST PAYMENT DATES: Redemption Date until the Redemption Price is 100% of the Principal Amount. DISCOUNT NOTE: [ ] YES [ ] NO TOTAL AMOUNT OF OID: OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO ORIGINAL YIELD TO MATURITY: OPTIONAL REPAYMENT DATES: INITIAL ACCRUAL PERIOD OID: OPTIONAL REPAYMENT PRICES: DEPOSITORY: REPAYMENT PROVISIONS (If applicable): OTHER PROVISIONS: RECOGNIZED FOREIGN EXCHANGE DEALERS: PAYING AGENT: The Fuji Bank and Trust Company Two World Trade Center, 81st Floor New York, New York 10048 (Attention: Trust Administration Department) 5 HELLER FINANCIAL, INC., a corporation duly organized and existing under the laws of Delaware (herein called the "Company", which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to ___________________, or registered assigns, the principal sum of ______________________ on the Stated Maturity Date shown above, and to pay interest thereon from and including the Original Issue Date shown above or from and including the most recent Interest Payment Date to which interest has been paid, as the case may be. Interest will be paid on the Interest Payment Dates shown above, commencing with the first such Interest Payment Date next succeeding the Original Issue Date shown above (except as provided below), at the rate per annum specified above, until the principal hereof is paid or made available for payment, and interest shall accrue on any overdue principal and on any overdue installment of interest (to the extent that the payment of such interest shall be legally enforceable) at the rate per annum in effect at the time such principal or installment of interest, as the case may be, was due and payable; provided, however, that any payment otherwise required to be made in respect of a Fixed Rate Note on a date that is not a Business Day for such Fixed Rate Note need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such date, and no additional interest shall accrue as a result of such delayed payment. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the regular record date for such interest, which shall be the fifteenth day (whether or not a Business Day) next preceding such Interest Payment Date; provided, however, that interest payable at Maturity will be payable to the Person to whom principal shall be payable. The first payment of interest on any Note originally issued between a regular record date and an Interest Payment Date will be made on the Interest Payment Date following the next succeeding regular record date to the registered owner on such regular record date. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such regular record date and may either be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. If this Note is denominated in a Specified Currency other than U.S. dollars, then the Holder may, by delivery of a written 6 request to the Paying Agent (which shall initially be The Fuji Bank and Trust Company, at the address set forth above or at such other address as it may designate as its principal corporate trust office in The City of New York) received by the Paying Agent on or prior to the applicable record date or at least 15 days prior to Maturity, as the case may be, elect to receive all such payments in the Specified Currency. Such election will remain in effect until revoked by written notice to the Paying Agent received not later than on or prior to the applicable record date or at least 15 days prior to Maturity, as the case may be. In addition, if bid quotations for U.S. dollars of the type specified on the reverse side hereof are not available, the Paying Agent will be unable to exchange the Specified Currency for United States dollars and payments of principal and interest will be made in the Specified Currency. If the Specified Currency is unavailable due to the imposition of exchange controls or to other circumstances beyond the Company's control, payments will be made in U.S. dollars as described on the reverse side hereof. Payments in U.S. dollars of interest on this Note (other than interest payable at Maturity or upon earlier redemption or repayment) will be made by mailing a check to the Holder at the address of the Holder appearing in the Security Register on the applicable record date. Notwithstanding the foregoing, if the Holder holds U.S. $10,000,000 or more in aggregate principal amount of Notes of like tenor and terms (or is the Holder of the equivalent thereof in a Specified Currency other than U.S. dollars), such Holder shall be entitled to receive such payments in U.S. dollars by wire transfer of immediately available funds, but only if appropriate payment instructions have been received in writing by the Paying Agent not less than 15 calendar days prior to the applicable Interest Payment Date. Simultaneously with the election by the Holder to receive payments in a Specified Currency other than U.S. dollars (by written request to the Paying Agent, as provided above), the Holder shall provide appropriate payment instructions to the Paying Agent, and all such payments will be made in immediately available funds to an account maintained by the payee in the Specified Currency. Principal and any premium and interest payable at Maturity or upon earlier redemption or repayment in respect of this Note will be paid in immediately available funds upon surrender of this Note accompanied by wire instructions at the office of the Paying Agent. If the registered owner of this Note (as indicated above) is the Depository or a nominee of the Depository, this Note is a global Note and the following legend is applicable except as specified on the reverse hereof: THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR. 7 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual signature of an authorized signatory, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: HELLER FINANCIAL, INC. By:_______________________________ Its:___________________________ [Seal] Attest:___________________________ Its:___________________________ TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION, as Trustee By:____________________________________ Authorized Officer OR: By: THE FUJI BANK AND TRUST COMPANY, as Authenticating Agent By:____________________________________ Authorized Signatory 8 [Reverse of Note] HELLER FINANCIAL, INC. MEDIUM-TERM NOTE, SERIES G This Note is one of a duly authorized issue of Securities of the Company (herein called the "Notes"), issued and to be issued in one or more series under an Indenture, dated as of September 1, 1995 (herein called the "Indenture"), between the Company and Shawmut Bank Connecticut, National Association, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the Securities of the series designated on the face hereof. Interest on this Note will be payable either semiannually each March 1 and September 1 or annually each February 1 (the "Interest Payment Dates" or "Interest Payment Date") as specified on the face hereof and, in either case, at Maturity or upon earlier redemption or repayment. Interest payments on each Interest Payment Date for this Note will include accrued interest from and including the Original Issue Date or from and including the last date in respect of which interest has been paid, as the case may be, to, but excluding, such Interest Payment Date. If the Specified Currency shown on the face hereof is a currency or currency unit other than U.S. dollars, payment of the principal of and interest on this Note shall be made in the coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, unless the registered holder of this Note on the relevant record date or at Maturity, as the case may be, has transmitted to the Paying Agent at its corporate trust office in The City of New York on or prior to such record date or the date 15 days prior to Maturity, as the case may be, such Holder's election to receive payment of the principal of and interest on this Note in such Specified Currency. Such election may be in writing (mailed or hand delivered) or by cable, telex or other form of facsimile transmission. Any such election made with respect to this Note by the Holder shall remain in effect with respect to any further payments of interest and principal, and premium, if any, with respect to this Note payable to such Holder, unless such election is revoked on or prior to the relevant record date or the date 15 days prior to Maturity, as the case may be. If the Specified Currency for this Note is other than U.S. dollars, the Company 9 will appoint an agent (initially The Fuji Bank and Trust Company) (the "Exchange Rate Agent") to determine the exchange rate for converting all payments in respect of such Note into U.S. dollars in the manner described in the following paragraph. In the absence of manifest error, all determinations by the Exchange Rate Agent from time to time of currency exchange rates shall be final and binding on the Company and the Holder hereof. Until the Notes are paid or payment thereof is duly provided for, the Company will, at all times, maintain a Paying Agent in The City of New York capable of performing the duties described herein to be performed by the Paying Agent. The Company will notify the Holder of this Note, in accordance with the Indenture, of any change in the Paying Agent or its address. If the Specified Currency shown on the face hereof is other than U.S. dollars and if the Holder has not made the election described in the immediately preceding paragraph, payment in respect of this Note shall be made in U.S. dollars based upon the exchange rate as determined by the Exchange Rate Agent based on the highest firm bid quotation expressed in U.S. dollars received by such Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers in The City of New York selected by the Exchange Rate Agent and approved by the Company (one of which may be the Exchange Rate Agent) for the purchase by the quoting dealer, for settlement on such payment date, of the aggregate amount of the Specified Currency payable to all Holders of Notes denominated in such Specified Currency who have elected to receive payment in U.S. dollars on such payment date. If no such bid quotations are available, payments will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on this Note shall be borne by the Holder hereof by deductions from such payments. If the Specified Currency shown on the face hereof is a currency or currency unit other than U.S. dollars, and such Specified Currency is not available due to the imposition of exchange controls of other circumstances beyond the control of the Company, the Company shall be entitled to satisfy its obligations to the Holder of this Note by making such payment in U.S. dollars on the basis of the most recently available exchange rate. Any payment made under such circumstances in U.S. dollars where the required payment is other than U.S. dollars will not constitute an Event of Default. All percentages resulting from any calculations under this Note will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point (with five one-millionths of a percentage point being rounded upward) and all currency or currency unit amounts used in or resulting from any such calculation in respect of the Notes will be rounded to the nearest one-hundredth of a unit (with five one-thousandths being rounded upward). 10 If so specified on the face hereof, the Company may at its option redeem this Note in whole or from time to time in part on or after the date designated as the Initial Redemption Date on the face hereof at prices declining from a specified premium, if any, to par together with accrued interest to the date of redemption. The Company may exercise such option by causing the Trustee to mail a notice of such redemption at least 30 but not more than 60 days prior to the date of redemption. In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If less than all of the Notes with like tenor and terms to this Note are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate. If so specified on the face hereof, this Note will be repayable prior to Maturity at the option of the Holder on the Optional Repayment Dates shown on the face hereof at the Optional Repayment Prices shown on the face hereof together with accrued interest to the date of repayment. In order for this Note to be repaid, the Paying Agent must receive at least 30 but not more than 45 days prior to an Optional Repayment Date (i) this Note with the form below entitled "Option to Elect Repayment" duly completed or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States of America setting forth the name of the Holder of this Note, the principal amount of this Note, the principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note with the form below entitled "Option to Elect Repayment" duly completed will be received by the Paying Agent not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, this Note with such form duly completed must be received by the Paying Agent by such fifth Business Day. Any tender of this Note for repayment shall be irrevocable. The repayment option may be exercised by the Holder of this Note for less than the entire principal amount of the Note provided that the principal amount of the Note remaining outstanding after repayment is an authorized denomination. Upon such partial repayment this Note shall be cancelled and a new Note or Notes for the remaining principal amount thereof shall be issued in the name of the Holder of this Note. This Note will not be subject to any sinking fund. Notwithstanding anything herein to the contrary, if this Note is an Original Issue Discount Note, the amount payable in the event of redemption or repayment prior to the Stated Maturity 11 Date hereof in lieu of the principal amount due at the Stated Maturity Date hereof shall be the Amortized Face Amount of this Note as of the redemption date or the date of repayment as the case may be. The "Amortized Face Amount" of this Note shall be the amount equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion of the difference between the Issue Price and the principal amount hereof that has accrued at the Yield to Maturity (as set forth on the face hereof) (computed in accordance with generally accepted United States bond yield computation principles) at the date as of which the Amortized Face Amount is calculated but in no event shall the Amortized Face Amount of this Note exceed its principal amount. If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holder of the Notes of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of at least a majority in principal amount of the Notes at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth and to the limitations described below, if applicable, the transfer of this Note is registrable in the Securities Register upon surrender of this Note for registration of transfer at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar (which shall initially be The Fuji Bank and Trust Company, at the address specified on the face hereof or at such other address as it may designate as its principal 12 corporate trust office in The City of New York) duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes of this series are issuable only in global or certificated registered form, without coupons, in denominations of $1,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth and to the limitations described below, if applicable, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. If this Note is a global Note (as specified on the face hereof), this Note is exchangeable only if (x) the Depository notifies the Company that it is unwilling or unable to continue as Depository for this global Note or if at any time the Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (y) the Company in its sole discretion determines that this Note shall be exchangeable for certificated Notes in registered form or (z) an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, with respect to the Notes represented hereby has occurred and is continuing, provided that the definitive Notes so issued in exchange for this permanent global Note shall be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent global Note to be exchanged, and provided further that, unless the Company agrees otherwise, Notes of this series in certificated registered form will be issued in exchange for this permanent global Note, or any portion hereof, only if such Notes in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided above, owners of beneficial interests in this permanent global Note will not be entitled to receive physical delivery of Notes in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not 13 this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. No recourse for the payment of the principal or interest on this Note, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any Supplemental Indenture thereto or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule or law or by the enforcement of any assessment or penalty or otherwise, all such liability being by the acceptance hereof and as a condition of and as part of the consideration for the issue hereof, expressly waived and released. 14 OPTION TO ELECT REPAYMENT If you want to elect to have this Note repaid by the Company pursuant to the terms concerning repayment, if any, specified on the face hereof, check this box [ ] $_________________ Date:________________ Your signature:_________________________ (Sign exactly as your name appears on the face of this Note) Signature of Guarantee:_________________________________________ 15 ----------------------------- ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - _____________Custodian_____________ (Cust) (Minor) Under Uniform Gifts to Minors Act ___________________________________ (State) Additional abbreviations may also be used though not in the above list. ___________________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ___________________________________ ___________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ______________________________________________________________________________ the within Note and all rights thereunder, hereby irrevocably constituting and appointing ____________________________ attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: _______________________________ Signature NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. 16 EX-4.(B) 3 FORM OF MEDIUM TERM NOTE [Face of Note] Under proposed United States Treasury Regulations, it is possible that Notes which are not issued at a discount but which are issued between a record date and the related Interest Payment Date would be treated as issued at an original issue discount because interest is not paid at fixed periodic intervals at a fixed rate during the entire term of such Notes, with the consequence that holders (including cash basis holders) would be required to report interest in respect of such a Note on a constant yield accrual basis for United States Federal income tax purposes. CUSIP NO. REGISTERED NO. FIXRCI FACE AMOUNT $_____________ HELLER FINANCIAL, INC. MEDIUM-TERM NOTE, SERIES G (Fixed Rate/Currency Indexed) If the registered owner of this Note (as indicated below) is The Depository Trust Company (the "Depository") or a nominee of the Depository, this Note is a global Note and the following legend is applicable: Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE & CO., or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, CEDE & CO., has an interest herein. IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPLETED UNDER THE APPROXIMATE METHOD BELOW) WILL BE COMPLETED SOLELY FOR PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES. 17 The following summary of terms is subject to the information set forth on the reverse hereof:
ISSUE PRICE: DENOMINATED CURRENCY: ORIGINAL ISSUE DATE: OPTION TO RECEIVE PAYMENTS IN DENOMINATED CURRENCY: [ ] YES MATURITY DATE: [ ] NO INTEREST RATE: OPTIONAL REDEMPTION: [ ] YES [ ] NO INDEXED CURRENCY: INITIAL REDEMPTION DATE: BASE EXCHANGE RATE: REDEMPTION PRICE: Initially % of Face Amount and declining DETERMINATION AGENT: by __ % of the Face Amount on each anniversary of the Initial AUTHORIZED DENOMINATIONS: Redemption Date until the Redemption Price is 100% INTEREST PAYMENT DATES: of the Face Amount. DISCOUNT NOTE: [ ] YES [ ] NO TOTAL AMOUNT OF OID: OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO ORIGINAL YIELD TO MATURITY: OPTIONAL REPAYMENT DATES: INITIAL ACCRUAL PERIOD OID: OPTIONAL REPAYMENT PRICES: DEPOSITORY: REPAYMENT PROVISIONS (If applicable): RECOGNIZED FOREIGN EXCHANGE DEALERS: OTHER PROVISIONS: REFERENCE DEALERS: PAYING AGENT: The Fuji Bank and Trust Company, Two World Trade Center, 81st Floor New York, New York 10048 (Attention: Trust Administration Department)
18 HELLER FINANCIAL, INC., a corporation duly organized and existing under the laws of Delaware (herein called the "Company", which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to ___________________, or registered assigns, the principal sum of ______________________ (the "Face Amount"), plus or minus an amount, determined as referenced in the immediately succeeding paragraph, on the Stated Maturity Date shown above, and to pay interest on the Face Amount from and including the Original Issue Date shown above or from and including the most recent Interest Payment Date to which interest has been paid, as the case may be. Interest will be paid on the Interest Payment Dates shown above, commencing with the first such Interest Payment Date next succeeding the Original Issue Date shown above (except as provided below), at the rate per annum specified above, until the principal hereof is paid or made available for payment, and interest shall accrue on any overdue principal and on any overdue installment of interest (to the extent that the payment of such interest shall be legally enforceable) at the rate per annum in effect at the time such principal or installment of interest, as the case may be, was due and payable; provided, however, that any payment otherwise required to be made in respect of a Fixed Rate Note on a date that is not a Business Day for such Fixed Rate Note need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such date, and no additional interest shall accrue as a result of such delayed payment. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the regular record date for such interest, which shall be the fifteenth day (whether or not a Business Day) next preceding such Interest Payment Date; provided, however, that interest payable at Maturity will be payable to the Person to whom principal shall be payable. The first payment of interest on any Note originally issued between a regular record date and an Interest Payment Date will be made on the Interest Payment Date following the next succeeding regular record date to the registered owner on such regular record date. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such regular record date and may either be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 19 Except as provided below, the principal amount of this Note will be payable in the Denominated Currency specified above in an amount equal to the Face Amount hereof, plus or minus an amount determined by reference to the difference between the Base Exchange Rate specified above and the rate at which the Denominated Currency can be exchanged for the Indexed Currency specified above as determined on the second Exchange Rate Day (defined on the reverse hereof) prior to the Stated Maturity Date by the Determination Agent specified above, which determination shall be made in the manner described on the reverse hereof. If this Note is denominated in a Denominated Currency other than U.S. dollars, then the Holder may, by delivery of a written request to the Paying Agent (which shall initially be The Fuji Bank and Trust Company, at the address set forth above or at such other address as it may designate as its principal corporate trust office in The City of New York) received by the Paying Agent on or prior to the applicable record date or at least 15 days prior to Maturity, as the case may be, elect to receive all such payments in the Denominated Currency. Such election will remain in effect until revoked by written notice to the Paying Agent received not later than on or prior to the applicable record date or at least 15 days prior to Maturity, as the case may be. In addition, if bid quotations for U.S. dollars of the type specified on the reverse side hereof are not available, the Paying Agent will be unable to exchange the Denominated Currency for United States dollars and payments of principal and interest will be made in the Denominated Currency. If the Denominated Currency is unavailable due to the imposition of exchange controls or to other circumstances beyond the Company's control, payments will be made in U.S. dollars as described on the reverse side hereof. Payments in U.S. dollars of interest on this Note (other than interest payable at Maturity or upon earlier redemption or repayment) will be made by mailing a check to the Holder at the address of the Holder appearing in the Security Register on the applicable record date. Notwithstanding the foregoing, if the Holder holds U.S. $10,000,000 or more in aggregate principal amount of Notes of like tenor and terms (or is the Holder of the equivalent thereof in a Denominated Currency other than U.S. dollars), such Holder shall be entitled to receive such payments in U.S. dollars by wire transfer of immediately available funds, but only if appropriate payment instructions have been received in writing by the Paying Agent not less than 15 calendar days prior to the applicable Interest Payment Date. Simultaneously with the election by the Holder to receive payments in a Denominated Currency other than U.S. dollars (by written request to the Paying Agent, as provided above), the Holder shall provide appropriate payment instructions to the Paying Agent, and all such payments will be made in immediately available funds to an account maintained by the payee in the Denominated Currency. Principal and any premium and interest payable at Maturity or upon earlier redemption or repayment in respect of this Note will 20 be paid in immediately available funds upon surrender of this Note accompanied by wire instructions at the office of the Paying Agent. If the registered owner of this Note (as indicated above) is the Depository or a nominee of the Depository, this Note is a global Note and the following legend is applicable except as specified on the reverse hereof: THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual signature of an authorized signatory, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. * * * 21 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: HELLER FINANCIAL, INC. By:______________________________ Its:___________________________ [Seal] Attest:__________________________ Its:___________________________ TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein and referred to in the within- mentioned Indenture. SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION, as Trustee BY:___________________________________ Authorized Officer OR: By: THE FUJI BANK AND TRUST COMPANY, as Authenticating Agent By:____________________________________ Authorized Signatory 22 [Reverse of Note] HELLER FINANCIAL, INC. MEDIUM-TERM NOTE, SERIES G This Note is one of a duly authorized issue of Securities of the Company (herein called the "Notes"), issued and to be issued in one or more series under an Indenture, dated as of September 1, 1995 (herein called the "Indenture"), between the Company and Shawmut Bank Connecticut, National Association, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the Securities of the series designated on the face hereof. Except as specified below, the principal of this Note will be payable by the Company in the Denominated Currency at the Stated Maturity Date in an amount equal to the Face Amount of this Note, plus or minus an amount determined by the Determination Agent by reference to the difference between the Base Exchange Rate and the rate at which the Denominated Currency can be exchanged for the Indexed Currency as determined on the second Exchange Rate Day prior to the Stated Maturity Date of this Note (the "Determination Date") by the Determination Agent based upon the arithmetic mean of the open market spot offer quotations for the Indexed Currency (spot bid quotations for the Denominated Currency) obtained by the Determination Agent from the Reference Dealers (as hereinafter defined) in The City of New York at 11:00 a.m., New York City time, on the Determination Date, for an amount of Indexed Currency equal to the Face Amount of this Note multiplied by the Base Exchange Rate, with the Denominated Currency for settlement at the Stated Maturity Date (such rate of exchange, as so determined, is hereafter referred to as the "Spot Rate"). If such quotations from the Reference Dealers are not available on the Determination Date due to circumstances beyond the control of the Company, the Spot Rate shall be determined by the Determination Agent on the basis of the most recently available quotations from the Reference Dealers. The principal amount of this Note determined by the Determination Agent to be payable at the Stated Maturity Date will be payable to the Holder hereof in the manner set forth herein. As used herein, the term "Reference Dealers" shall mean the three banks or firms specified by the Company on the date of issuance hereof or, if any of them shall be unwilling or unable to provide the requested quotations, such other major money center bank or banks in The City of New York selected by the Company, in consultation with the Determination Agent, to act as Reference Dealer or Dealers in replacement therefor. Unless otherwise specified above, the term 23 "Exchange Rate Day" shall mean any day which is a Business Day in the City of New York and, (a) if the Denominated Currency or Indexed Currency is the Canadian dollar, in Toronto, Canada, (b) if the Denominated Currency or Indexed Currency is the Japanese yen, in Tokyo, Japan, (c) if the Denominated Currency or Indexed Currency is the pound sterling, in London, England, (d) if the Denominated Currency or Indexed Currency is the Australian dollar, in Melbourne, Australia, (e) if the Denominated Currency or the Indexed Currency is the ECU, in Brussels, Belgium, and/or (f) if the Denominated Currency or the Indexed Currency is any other currency or currency unit (other than the U.S. dollar), in the principal financial center of the country of such Denominated Currency or Indexed Currency. In the absence of manifest error, the determination by the Determination Agent of the Spot Rate and the principal amount of this Note payable at the Stated Maturity Date shall be final and binding on the Company and the Holder of this Note. Unless otherwise specified on the face hereof, the formulae to be used by the Determination Agent to determine the principal amount of this Note payable at the Stated Maturity Date will be as follows: If the Spot Rate exceeds or equals the Base Exchange Rate, the principal amount of this Note payable at the Stated Maturity Date shall equal: Face Amount + (Face Amount x Spot Rate - Base Exchange Rate ______________________________ Spot Rate ). If the Base Exchange Rate exceeds the Spot Rate, the principal amount of this Note payable at the Stated Maturity Date (which shall, in no event, be less than zero) shall equal: Face Amount - (Face Amount x Base Exchange Rate - Spot Rate _______________________________ Spot Rate ). Unless otherwise specified on the face hereof, on the basis of the aforesaid determinations by the Determination Agent and the formulae and limitations set forth above, (i) if the Base Exchange Rate equals the Spot Rate, then the principal amount of this Note payable at the Stated Maturity Date will be equal to the Face Amount hereof; (ii) if the Spot Rate exceeds the Base Exchange Rate (i.e., the Denominated Currency has appreciated against the Indexed Currency during the term of this Note), then the principal amount so payable would be greater than (but no greater than twice) the Face Amount hereof; (iii) if the Spot Rate is less than the Base Exchange Rate (i.e., the Denominated Currency has depreciated against the Indexed Currency during the term of this Note) but is greater than one-half of the Base Exchange Rate, then the principal amount so payable would be less than the Face Amount hereof; and (iv) if the Spot Rate is less than or equal to one-half of the Base Exchange Rate, then the 24 Spot Rate will be deemed to be one-half of the Base Exchange Rate and no principal amount of this Note will be payable at the Stated Maturity Date. Unless otherwise specified on the face hereof, in the event of any redemption or repayment of this Note prior to the Stated Maturity Date, the term "Stated Maturity Date" would refer to the redemption or repayment date. Interest on this Note will be payable either semiannually each March 1 and September 1 or annually each February 1 (the "Interest Payment Dates" or "Interest Payment Date") as specified on the face hereof and, in either case, at Maturity or upon earlier redemption or repayment. Interest payments on each Interest Payment Date for this Note will include accrued interest from and including the Original Issue Date or from and including the last date in respect of which interest has been paid, as the case may be, to, but excluding, such Interest Payment Date. If the Denominated Currency shown on the face hereof is a currency or currency unit other than U.S. dollars, payment of the principal of and interest on this Note shall be made in the coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, unless the registered holder of this Note on the relevant record date or at Maturity, as the case may be, has transmitted to the Paying Agent at its corporate trust office in The City of New York on or prior to such record date or the date 15 days prior to Maturity, as the case may be, such Holder's election to receive payment of the principal of and interest on this Note in such Denominated Currency. Such election may be in writing (mailed or hand delivered) or by cable, telex or other form of facsimile transmission. Any such election made with respect to this Note by the Holder shall remain in effect with respect to any further payments of interest and principal, and premium, if any, with respect to this Note payable to such Holder, unless such election is revoked on or prior to the relevant record date or the date 15 days prior to Maturity, as the case may be. If the Denominated Currency for this Note is other than U.S. dollars, the Company will appoint an agent (initially The Fuji Bank and Trust Company) (the "Exchange Rate Agent") to determine the exchange rate for converting all payments in respect of such Note into U.S. dollars in the manner described in the following paragraph. In the absence of manifest error, all determinations by the Exchange Rate Agent from time to time of currency exchange rates shall be final and binding on the Company and the Holder hereof. Until the Notes are paid or payment thereof is duly provided for, the Company will, at all times, maintain a Paying Agent in The City of New York capable of performing the duties described herein to be performed by the Paying Agent. The Company will notify the Holder of this Note, in accordance with the Indenture, of any change in the Paying Agent or its address. 25 If the Denominated Currency shown on the face hereof is other than U.S. dollars and if the Holder has not made the election described in the immediately preceding paragraph, payment in respect of this Note shall be made in U.S. dollars based upon the exchange rate as determined by the Exchange Rate Agent based on the highest firm bid quotation expressed in U.S. dollars received by such Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers in The City of New York selected by the Exchange Rate Agent and approved by the Company (one of which may be the Exchange Rate Agent) for the purchase by the quoting dealer, for settlement on such payment date, of the aggregate amount of the Denominated Currency payable to all Holders of Notes denominated in such Denominated Currency who have elected to receive payment in U.S. dollars on such payment date. If no such bid quotations are available, payments will be made in the Denominated Currency. All currency exchange costs associated with any payment in U.S. dollars on this Note shall be borne by the Holder hereof by deductions from such payments. If the Denominated Currency shown on the face hereof is a currency or currency unit other than U.S. dollars, and such Denominated Currency is not available due to the imposition of exchange controls of other circumstances beyond the control of the Company, the Company shall be entitled to satisfy its obligations to the Holder of this Note by making such payment in U.S. dollars on the basis of the most recently available exchange rate. Any payment made under such circumstances in U.S. dollars where the required payment is other than U.S. dollars will not constitute an Event of Default. All percentages resulting from any calculations under this Note will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point (with five one-millionths of a percentage point being rounded upward) and all currency or currency unit amounts used in or resulting from any such calculation in respect of the Notes will be rounded to the nearest one-hundredth of a unit (with five one-thousandths being rounded upward). If so specified on the face hereof, the Company may at its option redeem this Note in whole or from time to time in part on or after the date designated as the Initial Redemption Date on the face hereof at prices declining from a specified premium, if any, to par together with accrued interest to the date of redemption. The Company may exercise such option by causing the Trustee to mail a notice of such redemption at least 30 but not more than 60 days prior to the date of redemption. In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If less than all of the Notes with like tenor and terms to this Note are to be redeemed, the Notes to be redeemed shall be selected by the 26 Trustee by such method as the Trustee shall deem fair and appropriate. If so specified on the face hereof, this Note will be repayable prior to Maturity at the option of the Holder on the Optional Repayment Dates shown on the face hereof at the Optional Repayment Prices shown on the face hereof together with accrued interest to the date of repayment. In order for this Note to be repaid, the Paying Agent must receive at least 30 but not more than 45 days prior to an Optional Repayment Date (i) this Note with the form below entitled "Option to Elect Repayment" duly completed or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States of America setting forth the name of the Holder of this Note, the principal amount of this Note, the principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note with the form below entitled "Option to Elect Repayment" duly completed will be received by the Paying Agent not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, this Note with such form duly completed must be received by the Paying Agent by such fifth Business Day. Any tender of this Note for repayment shall be irrevocable. The repayment option may be exercised by the Holder of this Note for less than the entire principal amount of the Note provided that the principal amount of the Note remaining outstanding after repayment is an authorized denomination. Upon such partial repayment this Note shall be cancelled and a new Note or Notes for the remaining principal amount thereof shall be issued in the name of the Holder of this Note. This Note will not be subject to any sinking fund. Notwithstanding anything herein to the contrary, if this Note is an Original Issue Discount Note, the amount payable in the event of redemption or repayment prior to the Stated Maturity Date hereof in lieu of the principal amount due at the Stated Maturity Date hereof shall be the Amortized Face Amount of this Note as of the redemption date or the date of repayment as the case may be. The "Amortized Face Amount" of this Note shall be the amount equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion of the difference between the Issue Price and the principal amount hereof that has accrued at the Yield to Maturity (as set forth on the face hereof) (computed in accordance with generally accepted United States bond yield computation principles) at the date as of which the Amortized Face Amount is calculated but in no event shall the Amortized Face Amount of this Note exceed its principal amount. 27 If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holder of the Notes of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of at least a majority in principal amount of the Notes at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth and to the limitations described below, if applicable, the transfer of this Note is registrable in the Securities Register upon surrender of this Note for registration of transfer at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar (which shall initially be The Fuji Bank and Trust Company, at the address specified on the face hereof or at such other address as it may designate as its principal corporate trust office in The City of New York) duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes of this series are issuable only in global or certificated registered form, without coupons, in denominations of $1,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth and to the limitations described below, if applicable, Notes of this series are exchangeable for a like 28 aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. If this Note is a global Note (as specified on the face hereof), this Note is exchangeable only if (x) the Depository notifies the Company that it is unwilling or unable to continue as Depository for this global Note or if at any time the Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (y) the Company in its sole discretion determines that this Note shall be exchangeable for certificated Notes in registered form or (z) an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, with respect to the Notes represented hereby has occurred and is continuing, provided that the definitive Notes so issued in exchange for this permanent global Note shall be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent global Note to be exchanged, and provided further that, unless the Company agrees otherwise, Notes of this series in certificated registered form will be issued in exchange for this permanent global Note, or any portion hereof, only if such Notes in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided above, owners of beneficial interests in this permanent global Note will not be entitled to receive physical delivery of Notes in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. No recourse for the payment of the principal or interest on this Note, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or 29 agreement of the Company in the Indenture or any Supplemental Indenture thereto or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule or law or by the enforcement of any assessment or penalty or otherwise, all such liability being by the acceptance hereof and as a condition of and as part of the consideration for the issue hereof, expressly waived and released. 30 OPTION TO ELECT REPAYMENT If you want to elect to have this Note repaid by the Company pursuant to the terms concerning repayment, if any, specified on the face hereof, check this box [ ] $_________________ Date:___________________ Your signature:__________________ (Sign exactly as your name appears on the face of this Note) Signature of Guarantee:___________________________________________ 31 -------------------------------- ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - _______________Custodian_______________ (Cust) (Minor) Under Uniform Gifts to Minors Act _________________________________ (State) Additional abbreviations may also be used though not in the above list. _________________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ___________________________________ ___________________________________ _______________________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE _______________________________________________________________________________ the within Note and all rights thereunder, hereby irrevocably constituting and appointing ____________________________ attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: _______________________________ Signature NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. 32 EX-4.(C) 4 FORM OF MEDIUM TERM NOTE [Face of Note] Under proposed United States Treasury Regulations, it is possible that Notes which are not issued at a discount but which are issued between a record date and the related Interest Payment Date would be treated as issued at an original issue discount because interest is not paid at fixed periodic intervals at a fixed rate during the entire term of such Notes, with the consequence that holders (including cash basis holders) would be required to report interest in respect of such a Note on a constant yield accrual basis for United States Federal income tax purposes. CUSIP NO. REGISTERED NO. FLR PRINCIPAL AMOUNT $_______________ HELLER FINANCIAL, INC. MEDIUM-TERM NOTE, SERIES G (Floating Rate) If the registered owner of this Note (as indicated below) is The Depository Trust Company (the "Depository") or a nominee of the Depository, this Note is a global Note and the following legend is applicable: Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE & CO., or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, CEDE & CO., has an interest herein. IF APPLICABLE, THE "TOTAL AMOUNT OF OID","YIELD TO MATURITY" AND "INITIAL ACCRUAL PERIOD OID"(COMPLETED UNDER THE APPROXIMATE METHOD BELOW) WILL BE COMPLETED SOLELY FOR PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES. 33 The following summary of terms is subject to the information set forth on the reverse hereof: ISSUE PRICE: SPECIFIED CURRENCY: ORIGINAL ISSUE DATE: OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY: [ ] YES [ ] NO STATED MATURITY DATE: OPTIONAL REDEMPTION: [ ] YES [ ] NO BASE RATE: INITIAL REDEMPTION DATE: INITIAL INTEREST RATE: REDEMPTION PRICE: Initially __% of Principal Amount and declining by __% of the Principal INDEX MATURITY: Amount on each anniversary of the Initial Redemption Date until the Redemption SPREAD (PLUS OR MINUS): Price is 100% of the Principal Amount. DISCOUNT NOTE: [ ] YES [ ] NO SPREAD MULTIPLIER: TOTAL AMOUNT OF OID: AUTHORIZED DENOMINATIONS: ORIGINAL YIELD TO MATURITY: CALCULATION AGENT: INITIAL ACCRUAL PERIOD OID: MAXIMUM INTEREST RATE: OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO MINIMUM INTEREST RATE: OPTIONAL REPAYMENT DATES: INTEREST RESET PERIOD: OPTIONAL REPAYMENT PRICES: INTEREST RESET DATES: DEPOSITORY: INTEREST PAYMENT PERIOD: REPAYMENT PROVISIONS (If applicable): INTEREST PAYMENT DATES: RECOGNIZED FOREIGN EXCHANGE DEALERS: INTEREST DETERMINATION DATE(S): OTHER PROVISIONS: PAYING AGENT: The Fuji Bank and Trust Company, Two World Trade Center, 81st Flr. New York, New York 10048 (Attn: Trust Administration 34 Department) 35 HELLER FINANCIAL, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to ___________________, or registered assigns, the principal sum of ______________________ on the Stated Maturity Date shown above, and to pay interest thereon from and including the Original Issue Date shown above or from and including the most recent Interest Payment Date to which interest has been paid, as the case may be. If any Interest Payment Date for any Floating Rate Note would otherwise be a day that is not a Business Day, such Interest Payment Date shall be postponed to the next day that is a Business Day except, in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding Business Day. If the Stated Maturity Date of a Floating Rate Note falls on a day that is not a Business Day, the payment of principal, premium, if any, and interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such Stated Maturity Date. Interest will be paid on the Interest Payment Dates shown above, commencing with the first such Interest Payment Date next succeeding the Original Issue Date shown above (except as provided below), at the rate per annum determined in accordance with the provisions on the reverse hereof, depending on the Base Rate specified above and the Spread, if any, or Spread Multiplier, if any, until the principal hereof is paid or made available for payment, and interest shall accrue on any overdue principal and on any overdue installment of interest (to the extent that the payment of such interest shall be legally enforceable) at the rate per annum in effect at the time such principal or installment of interest, as the case may be, was due and payable. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the regular record date for such interest, which shall be the fifteenth day (whether or not a Business Day) next preceding such Interest Payment Date; provided, however, that interest payable at Maturity will be payable to the Person to whom principal shall be payable. The first payment of interest on any Note originally issued between a regular record date and an Interest Payment Date will be made on the Interest Payment Date following the next succeeding regular record date to the registered owner on such regular record date. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such regular record date and may either be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such special record date, or be paid at any time in any other lawful 36 manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. If this Note is denominated in a Specified Currency other than U.S. dollars, then the Holder may, by delivery of a written request to the Paying Agent (which shall initially be The Fuji Bank and Trust Company, at the address set forth above or at such other address as it may designate as its principal corporate trust office in The City of New York) received by the Paying Agent on or prior to the applicable record date or at least 15 days prior to Maturity, as the case may be, elect to receive all such payments in the Specified Currency. Such election will remain in effect until revoked by written notice to the Paying Agent received not later than on or prior to the applicable record date or at least 15 days prior to Maturity, as the case may be. In addition, if bid quotations for U.S. dollars of the type specified on the reverse side hereof are not available, the Paying Agent will be unable to exchange the Specified Currency for United States dollars and payments of principal and interest will be made in the Specified Currency. If the Specified Currency is unavailable due to the imposition of exchange controls or to other circumstances beyond the Company's control, payments will be made in U.S. dollars as described on the reverse side hereof. Payments in U.S. dollars of interest on this Note (other than interest payable at Maturity or upon earlier redemption or repayment) will be made by mailing a check to the Holder at the address of the Holder appearing in the Security Register on the applicable record date. Notwithstanding the foregoing, if the Holder holds U.S. $10,000,000 or more in aggregate principal amount of Notes of like tenor and terms (or is the Holder of the equivalent thereof in a Specified Currency other than U.S. dollars), such Holder shall be entitled to receive such payments in U.S. dollars by wire transfer of immediately available funds, but only if appropriate payment instructions have been received in writing by the Paying Agent not less than 15 calendar days prior to the applicable Interest Payment Date. Simultaneously with the election by the Holder to receive payments in a Specified Currency other than U.S. dollars (by written request to the Paying Agent, as provided above), the Holder shall provide appropriate payment instructions to the Paying Agent, and all such payments will be made in immediately available funds to an account maintained by the payee in the Specified Currency. Principal and any premium and interest payable at Maturity or upon earlier redemption or repayment in respect of this Note will be paid in immediately available funds upon surrender of this Note accompanied by wire instructions at the office of the Paying Agent. If the registered owner of this Note (as indicated above) is the Depository or a nominee of the Depository, this Note is a 37 global Note and the following legend is applicable except as specified on the reverse hereof: THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual signature of an authorized signatory, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 38 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: HELLER FINANCIAL, INC. By:______________________________ Its:__________________________ [Seal] Attest:__________________________ Its:__________________________ TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein and referred to in the within- mentioned Indenture. SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION, as Trustee By:_____________________________________ Authorized Officer OR: By: THE FUJI BANK AND TRUST COMPANY, as Authenticating Agent By:______________________________________ Authorized Signatory 39 [Reverse of Note] HELLER FINANCIAL, INC. MEDIUM-TERM NOTE, SERIES G This Note is one of a duly authorized issue of Securities of the Company (herein called the "Notes"), issued and to be issued in one or more series under an Indenture, dated as of September 1, 1995 (herein called the "Indenture"), between the Company and Shawmut Bank Connecticut, National Association, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the Securities of the series designated on the face hereof. Commencing with the first Interest Reset Date specified on the face hereof following the Original Issue Date, the rate at which interest on this Note is payable shall be reset daily, weekly, monthly, quarterly, semiannually or annually as shown on the face hereof under "Interest Reset Period"; provided, however, that (i) the interest rate in effect from the Original Issue Date to the first Interest Reset Date specified on the face hereof will be the Initial Interest Rate and (ii) the interest rate in effect hereon for the 10 days immediately prior to the Maturity hereof shall be that in effect on the 10th day preceding the Maturity hereof. Each such reset rate shall be applicable on and after the Interest Reset Date to which it relates to but not including the next succeeding Interest Reset Date or until Maturity, as the case may be. Unless otherwise specified on the face hereof, the Interest Reset Date will be, if the interest rate on this Note is to be reset daily, each Business Day; if the interest rate on this Note is to be reset weekly, Wednesday of each week, unless the Base Rate of this Note is the Treasury Rate, in which case the Interest Reset Date will be Tuesday of each week (except that if in any week an auction of Treasury bills falls on a Tuesday, the Interest Reset Date will be on Wednesday of that week); if the interest rate on this Note is to be reset monthly, the third Wednesday of each month; if the interest rate on this Note is to be reset quarterly, the third Wednesday of March, June, September and December; if the interest rate on this Note is to be reset semiannually, the third Wednesday of each of two months specified on the face hereof; and if the interest rate on this Note is to be reset annually, the third Wednesday of the month specified on the face hereof. Unless otherwise specified on the face hereof, if any Interest Reset Date specified on the face hereof would otherwise be a day that is not a Business Day, such Interest Reset Date shall be 40 postponed to the next day that is a Business Day, except that if the rate of interest on this Note shall be determined in accordance with the provisions of the heading "Determination of LIBOR" below, and such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. Subject to applicable provisions of law and except as specified herein, on each Interest Reset Date the rate of interest on this Note shall be the rate determined in accordance with the provisions of the applicable heading below. Determination of Commercial Paper Rate. If the Base Rate on this Note is the Commercial Paper Rate, the interest rate with respect to this Note shall equal (a) the Money Market Yield (calculated as described below) of the rate on each Interest Determination Date (as defined below) for commercial paper having the Index Maturity shown on the face hereof, as such rate is published by the Board of Governors of the Federal Reserve System in "Statistical Release H. 15(519), Selected Interest Rates", or any successor publication of the Board of Governors of the Federal Reserve System, under the heading "Commercial Paper", or if such rate is not published by 9:00 a.m., New York City time, on the Calculation Date (as defined below) pertaining to such Interest Determination Date, as published by the Federal Reserve Bank of New York in its daily statistical release, "Composite 3:30 p.m. Quotations for the U.S. Government Securities" under the heading "Commercial Paper", or (b) if such rate is not published by 3:00 p.m., New York City time, on such Calculation Date, the Money Market Yield of the arithmetic mean of the offered rates, as of 11:00 a.m., New York City time, on such Interest Determination Date, of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent specified on the face hereof for commercial paper having the Index Maturity shown on the face hereof placed for an industrial issuer whose bond rating is "AA", or the equivalent, from a nationally recognized securities rating agency, adjusted in each of the above cases by the addition or subtraction of the Spread, if any, specified on the face hereof, or by multiplication by the Spread Multiplier, if any, specified on the face hereof; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned above, the interest rate in effect hereon to which such Interest Determination Date relates shall be the interest rate in effect hereon on such Interest Determination Date. "Money Market Yield" shall be the yield (expressed as a percentage rounded, if necessary, to the nearest one hundred-thousandth of a percentage point) calculated in accordance with the following formula: Money Market Yield = D X 360 X 100 --------------- 360 - (D X M) where "D" refers to the per annum rate for commercial paper, quoted on a bank discount basis and expressed as a decimal; and 41 "M" refers to the actual number of days in the interest period for which interest is being calculated. Determination of LIBOR. If the Base Rate on this Note is LIBOR, the interest rate payable with respect to this Note (as determined by the Calculation Agent specified on the face hereof) will be determined in accordance with the following provisions: (i) With respect to an Interest Determination Date, LIBOR will be, as specified in the applicable Pricing Supplement, either: (a) the arithmetic mean of the offered rates for deposits in U.S. dollars having the Index Maturity designated in the applicable Pricing Supplement, commencing on the second London Banking Day immediately following that Interest Determination Date, that appears on the Reuters Screen LIBO Page as of 11:00 a.m., London time, on that Interest Determination Date, if at least two such offered rates appear on the Reuters Screen LIBO Page ("LIBOR Reuters"), or (b) the rate for deposits in U.S. dollars having the Index Maturity designated in the applicable Pricing Supplement, commencing on the second London Banking Day immediately following that Interest Determination Date, that appears on the Telerate Page 3750 as of 11:00 a.m., London time, on that Interest Determination Date ("LIBOR Telerate"). "Reuters Screen LIBO Page" means the display designated as page "LIBO" on the Reuters Monitor Money Rates Service (or such other page as may replace the LIBO page on that service for the purpose of displaying London interbank offered rates of major banks). "Telerate Page 3750" means the display designated as page "3750" on the Telerate Service (or such other page as may replace the 3750 page on that service or such other service or services as may be nominated by the British Bankers' Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits). If neither LIBOR Reuters nor LIBOR Telerate is specified in the applicable Pricing Supplement, LIBOR will be determined as if LIBOR Telerate had been specified. If fewer than two offered rates appear on the Reuters Screen LIBO Page, or if no rate appears on the Telerate Page 3750, as applicable, LIBOR in respect of that Interest Determination Date will be determined as if the parties had specified the rate described in (ii) below. (ii) With respect to an Interest Determination Date on which fewer than two offered rates appear on the Reuters Screen LIBO Page, as specified in (i)(a) 42 above, or on which no rate appears on Telerate Page 3750, as specified in (i)(b) above, as applicable, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars having the Index Maturity designated in the applicable Pricing Supplement are offered at approximately 11:00 a.m., London time, on that Interest Determination Date by four major banks in the London interbank market selected by the Calculation Agent ("Reference Banks") to prime banks in the London interbank market commencing on the second London Banking Day immediately following that Interest Determination Date and in a principal amount equal to an amount of not less than $1,000,000 that is representative for a single transaction in such market at such time. The Calculation Agent will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR in respect of that Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR in respect of that Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, on that Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent for loans in U.S. dollars to leading European banks having the Index Maturity designated in the applicable Pricing Supplement commencing on the second London Banking Day immediately following that Interest Determination Date and in a principal amount equal to an amount of not less than $1,000,000 that is representative for a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR with respect to such Interest Determination Date will be the rate of LIBOR in effect on such date. Determination of Treasury Rate. If the Base Rate on this Note is the Treasury Rate, the interest rate payable with respect to this Note shall equal the rate for the most recent auction of direct obligations of the United States ("Treasury bills") having the Index Maturity shown on the face hereof as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates", or any successor publication of the Board of Governors of the Federal Reserve System, under the heading "U.S. Government Securities - Treasury bills - auction average (investment)" on each Interest Determination Date or, if not so published by 9:00 a.m., New York City time, on the Calculation Date pertaining to such Interest 43 Determination Date, the auction average rate (expressed as a bond equivalent on the basis of a year of 365 days or 366 days, as applicable, and applied on a daily basis) as otherwise announced by the United States Department of the Treasury, in either case, adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof, or, by multiplication by the Spread Multiplier, if any, specified on the face hereof. In the event that the results of the auction of Treasury bills having the Index Maturity shown on the face hereof are not otherwise published or reported as provided above by 3:00 p.m., New York City time, on such Calculation Date or no such auction is held in a particular week, then the rate of interest hereon shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on such Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent, for the issue of Treasury bills with a remaining maturity closest to the Index Maturity shown on the face hereof, adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof, or by the multiplication by the Spread Multiplier, if any, specified on the face hereof; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the interest rate in effect hereon to which such Interest Determination Date relates shall be the interest rate in effect hereon on such Interest Determination Date. Determination of Federal Funds Rate. If the Base Rate on this Note is the Federal Funds Rate, the interest rate payable with respect to this Note shall equal the rate published in H.15(519) under the heading "Federal Funds (Effective)" on the Calculation Date pertaining to an Interest Determination Date or, if not so published by 3:00 p.m., New York City time, on such Calculation Date, the rate as published in Composite Quotations under the heading "Federal Funds/Effective Rate". If neither of such rates is published by 3:00 p.m., New York City time, on such Calculation Date, the Federal Funds Rate will be calculated by the Calculation Agent and will be the arithmetic mean on such Interest Determination Date calculated by the Calculation Agent of the rates for the last transaction of not less than $1,000,000 in overnight Federal Funds arranged by three leading brokers of Federal Funds transactions in The City of New York (which may include one or more of the Agents under a Distribution Agreement dated as of October 17, 1995 between the Company and Merrill, Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Chase Securities, Inc., Chemical Securities Inc., Citicorp Securities, Inc., First Chicago Capital Markets, Goldman, Sachs & Co., Lehman Brothers, Lehman Brothers Inc., J. P. Morgan Securities Inc. and UBS Securities Inc.) selected by the Calculation Agent, as of 11:00 a.m., New York City time, on such Interest Determination Date; provided, however, that if the 44 brokers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate will be the Federal Funds Rate in effect on such Interest Determination Date. Determination of Prime Rate. If the Base Rate on this Note is the Prime Rate, the "Prime Rate" means, with respect to any Interest Determination Date, the rate on such date as such rate is published in H.15(519) under the heading "Bank Prime Loan." If such rate is not published prior to 3:00 P.M., New York City time, on the related Calculation Date, then the Prime Rate shall be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Screen NYMF Page (as hereinafter defined) as such bank's prime rate or base lending rate as in effect on such Interest Determination Date. If fewer than four such rates appear on the Reuters Screen NYMF Page for such Interest Determination Date, then the Prime Rate shall be the arithmetic mean of the prime rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Interest Determination Date by four major money center banks in The City of New York selected by the Calculation Agent. If fewer than four such quotations are so provided, then the Prime Rate shall be the arithmetic mean of four prime rates quoted on the basis of the actual number of days in the year divided by a 360- day year as of the close of business on such Interest Determination Date as furnished in The City of New York by the major money center banks, if any, that have provided such quotations, and by as many substitute banks or trust companies as necessary in order to obtain four such prime rate quotations, provided such substitute banks or trust companies are organized and doing business under the laws of the United States, or any state thereof, each having total equity capital of at least $500 million and being subject to supervision or examination by a Federal or State authority, selected by the Calculation Agent to provide such rate or rates; provided, however, that if the banks or trust companies so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate determined as of such Interest Determination Date will be the in effect on such Interest Determination Date. Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on the face hereof. The Calculation Agent shall calculate the interest rate on this Note in accordance with the foregoing on or before each Calculation Date. The interest rate on this Note will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general applicability. The "Interest Determination Date" pertaining to an Interest Reset Date if this Note has as a Base Rate the Commercial Paper 45 Rate, the Federal Funds Rate or the Prime Rate will be the second Business Day next preceding such Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset Date if this Note has as a Base Rate the LIBOR Rate will be the second London Banking Day next preceding such Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset Date if this Note has as a Base Rate the Treasury Rate will be the day of the week in which such Interest Reset Date falls on which Treasury bills of the Index Maturity specified on the face of this Note are auctioned, provided that if an auction of Treasury bills is held on a Friday instead of the following Monday or Tuesday because such Monday is a legal holiday, such Friday will be the Interest Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. The "Calculation Date", where applicable, pertaining to an Interest Determination Date is the tenth calendar day after such Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day. Upon request of the Holder of this Note, the Calculation Agent will provide the interest rate then in effect and, if determined, the interest rate that will become effective on the next Interest Reset Date with respect to this Note. The Paying Agent and the Trustee shall not be responsible for performing any of the functions of the Calculation Agent under this Note. Interest on this Note will be payable monthly, quarterly, semiannually or annually (the "Interest Payment Period") as specified on the face hereof. Unless otherwise provided on the face hereof, the date or dates on which interest will be payable (each an "Interest Payment Date") will be, in the case of a monthly Interest Payment Period, the third Wednesday of each month; in the case of a quarterly Interest Payment Period, the third Wednesday of March, June, September and December; in the case of a semiannual Interest Payment Period, the third Wednesday of each of the two months specified on the face hereof; and in the case of an annual Interest Payment Period, the third Wednesday of the month specified on the face hereof. If any Interest Payment Date specified on the face hereof would otherwise be a day that is not a Business Day, the Interest Payment Date shall be postponed to the next day that is a Business Day, except that if the rate of interest on this Note shall be determined in accordance with the provisions of the heading "Determination of LIBOR" above, and such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding Business Day. "Business Day" means any day that is not a Saturday or Sunday and that, in The City of London, is not a day on which banking institutions are generally authorized or obligated by law to close. Interest payments on each Interest Payment Date for this Note (except if the interest rate on this Note resets daily or weekly) will include accrued interest from and including the 46 Original Issue Date or from and including the last date in respect of which interest has been paid, as the case may be, to, but excluding, such Interest Payment Date. If the interest rate on this Note resets daily or weekly, interest payments will include accrued interest from and including the Original Issue Date or from and including the last date in respect of which interest has been paid, as the case may be, to, and including, the regular record date immediately preceding the applicable Interest Payment Date, and at Maturity the interest payments will include accrued interest from and including the Original Issue Date or from and including the last date in respect of which interest has been paid, as the case may be, to, but excluding, the Stated Maturity Date. Accrued interest hereon from the Original Issue Date or from the last date to which interest hereon has been paid, as the case may be, shall be an amount calculated by multiplying the face amount by an accrued interest factor. Such accrued interest factor shall be computed by adding the interest factor calculated for each day from the Original Issue Date or from the last date to which interest shall have been paid, as the case may be, to the date for which accrued interest is being calculated. The interest factor (expressed as a decimal) for each such day will be computed by dividing the interest rate applicable to such day by the actual number of days in the year. The interest rate in effect on each day will be (i) if such day is an Interest Reset Date, the interest rate with respect to the Interest Determination Date pertaining to such Interest Reset Date, or (ii) if such day is not an Interest Reset Date, the interest rate with respect to the Interest Determination Date pertaining to the next preceding Interest Reset Date, subject in either case to any Maximum or Minimum Interest Rate limitation specified on the face hereof and to any adjustment by a Spread or Spread Multiplier specified on the face hereof; provided, however, that (a) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof and (b) the interest rate in effect for the ten calendar days immediately prior to Maturity will be that in effect on the tenth calendar day preceding Maturity. If the Specified Currency shown on the face hereof is a currency or currency unit other than U.S. dollars, payment of the principal of and interest on this Note shall be made in the coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, unless the registered holder of this Note on the relevant record date or at Maturity, as the case may be, has transmitted to the Paying Agent at its corporate trust office in The City of New York on or prior to such record date or the date 15 days prior to Maturity, as the case may be, such Holder's election to receive payment of the principal of and interest on this Note in such Specified Currency. Such election may be in writing (mailed or hand delivered) or by cable, telex or other form of facsimile 47 transmission. Any such election made with respect to this Note by the Holder shall remain in effect with respect to any further payments of interest and principal, and premium, if any, with respect to this Note payable to such Holder, unless such election is revoked on or prior to the relevant record date or the date 15 days prior to Maturity, as the case may be. If the Specified Currency for this Note is other than U.S. dollars, the Company will appoint an agent (initially The Fuji Bank and Trust Company) (the "Exchange Rate Agent") to determine the exchange rate for converting all payments in respect of such Note into U.S. dollars in the manner described in the following paragraph. In the absence of manifest error, all determinations by the Exchange Rate Agent from time to time of currency exchange rates shall be final and binding on the Company and the Holder hereof. Until the Notes are paid or payment thereof is duly provided for, the Company will, at all times, maintain a Paying Agent in The City of New York capable of performing the duties described herein to be performed by the Paying Agent. The Company will notify the Holder of this Note, in accordance with the Indenture, of any change in the Paying Agent or its address. If the Specified Currency shown on the face hereof is other than U.S. dollars and if the Holder has not made the election described in the immediately preceding paragraph, payment in respect of this Note shall be made in U.S. dollars based upon the exchange rate as determined by the Exchange Rate Agent based on the highest firm bid quotation expressed in U.S. dollars received by such Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers in The City of New York selected by the Exchange Rate Agent and approved by the Company (one of which may be the Exchange Rate Agent) for the purchase by the quoting dealer, for settlement on such payment date, of the aggregate amount of the Specified Currency payable to all Holders of Notes denominated in such Specified Currency who have elected to receive payment in U.S. dollars on such payment date. If no such bid quotations are available, payments will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on this Note shall be borne by the Holder hereof by deductions from such payments. If the Specified Currency shown on the face hereof is a currency or currency unit other than U.S. dollars, and such Specified Currency is not available due to the imposition of exchange controls of other circumstances beyond the control of the Company, the Company shall be entitled to satisfy its obligations to the Holder of this Note by making such payment in U.S. dollars on the basis of the most recently available exchange rate. Any payment made under such circumstances in U.S. dollars where the required payment is other than U.S. dollars will not constitute an Event of Default. 48 All percentages resulting from any calculations under this Note will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point (with five one-millionths of a percentage point being rounded upward) and all currency or currency unit amounts used in or resulting from any such calculation in respect of the Notes will be rounded to the nearest one-hundredth of a unit (with five one-thousandths being rounded upward). If so specified on the face hereof, the Company may at its option redeem this Note in whole or from time to time in part on or after the date designated as the Initial Redemption Date on the face hereof at prices declining from a specified premium, if any, to par together with accrued interest to the date of redemption. The Company may exercise such option by causing the Trustee to mail a notice of such redemption at least 30 but not more than 60 days prior to the date of redemption. In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If less than all of the Notes with like tenor and terms to this Note are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate. If so specified on the face hereof, this Note will be repayable prior to Maturity at the option of the Holder on the Optional Repayment Dates shown on the face hereof at the Optional Repayment Prices shown on the face hereof together with accrued interest to the date of repayment. In order for this Note to be repaid, the Paying Agent must receive at least 30 but not more than 45 days prior to an Optional Repayment Date (i) this Note with the form below entitled "Option to Elect Repayment" duly completed or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States of America setting forth the name of the Holder of this Note, the principal amount of this Note, the principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note with the form below entitled "Option to Elect Repayment" duly completed will be received by the Paying Agent not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, this Note with such form duly completed must be received by the Paying Agent by such fifth Business Day. Any tender of this Note for repayment shall be irrevocable. The repayment option may be exercised by the Holder of this Note for less than the entire principal amount of the Note provided that the principal amount of the Note remaining outstanding after repayment is an authorized denomination. Upon such partial repayment this Note shall be cancelled and a new 49 Note or Notes for the remaining principal amount thereof shall be issued in the name of the Holder of this Note. This Note will not be subject to any sinking fund. Notwithstanding anything herein to the contrary, if this Note is an Original Issue Discount Note, the amount payable in the event of redemption or repayment prior to the Stated Maturity Date hereof in lieu of the principal amount due at the Stated Maturity Date hereof shall be the Amortized Face Amount of this Note as of the redemption date or the date of repayment as the case may be. The "Amortized Face Amount" of this Note shall be the amount equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion of the difference between the Issue Price and the principal amount hereof that has accrued at the Yield to Maturity (as set forth on the face hereof) (computed in accordance with generally accepted United States bond yield computation principles) at the date as of which the Amortized Face Amount is calculated but in no event shall the Amortized Face Amount of this Note exceed its principal amount. If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holder of the Notes of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of at least a majority in principal amount of the Notes at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth and to the limitations described below, if applicable, the transfer of this Note is registrable in 50 the Securities Register upon surrender of this Note for registration of transfer at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar (which shall initially be The Fuji Bank and Trust Company, at the address specified on the face hereof or at such other address as it may designate as its principal corporate trust office in The City of New York) duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes of this series are issuable only in global or certificated registered form, without coupons, in denominations of $1,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth and to the limitations described below, if applicable, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. If this Note is a global Note (as specified on the face hereof), this Note is exchangeable only if (x) the Depository notifies the Company that it is unwilling or unable to continue as Depository for this global Note or if at any time the Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (y) the Company in its sole discretion determines that this Note shall be exchangeable for certificated Notes in registered form or (z) an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, with respect to the Notes represented hereby has occurred and is continuing, provided that the definitive Notes so issued in exchange for this permanent global Note shall be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent global Note to be exchanged, and provided further that, unless the Company agrees otherwise, Notes of this series in certificated registered form will be issued in exchange for this permanent global Note, or any portion hereof, only if such Notes in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided above, owners of beneficial interests in this permanent global Note will not be entitled to receive physical delivery of Notes in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenture. 51 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. No recourse for the payment of the principal or interest on this Note, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any Supplemental Indenture thereto or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule or law or by the enforcement of any assessment or penalty or otherwise, all such liability being by the acceptance hereof and as a condition of and as part of the consideration for the issue hereof, expressly waived and released. 52 OPTION TO ELECT REPAYMENT If you want to elect to have this Note repaid by the Company pursuant to the terms concerning repayment, if any, specified on the face hereof, check this box [ ] $_________________ Date:_______________ Your signature:______________________________ (Sign exactly as your name appears on the face of this of this Note) Signature of Guarantee:________________________________________ 53 ------------------------------ ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian -------------- ---------------- (Cust) (Minor) under Uniform Gifts to Minors Act __________________________________ (State) Additional abbreviations may also be used though not in the above list. __________________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ___________________________________ ___________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ____________________________________________________________________________ the within Note and all rights thereunder, hereby irrevocably constituting and appointing _________________________attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: _______________________________ Signature NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. 54 EX-4.(D) 5 FORM OF MEDIUM TERM NOTE [Face of Note] Under proposed United States Treasury Regulations, it is possible that Notes which are not issued at a discount but which are issued between a record date and the related Interest Payment Date would be treated as issued at an original issue discount because interest is not paid at fixed periodic intervals at a fixed rate during the entire term of such Notes, with the consequence that holders (including cash basis holders) would be required to report interest in respect of such a Note on a constant yield accrual basis for United States Federal income tax purposes. CUSIP NO. REGISTERED NO. FLRCI FACE AMOUNT $_______________ HELLER FINANCIAL, INC. MEDIUM-TERM NOTE, SERIES G (Floating Rate/Currency Indexed) If the registered owner of this Note (as indicated below) is The Depository Trust Company (the "Depository") or a nominee of the Depository, this Note is a global Note and the following legend is applicable: Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE & CO., or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, CEDE & CO., has an interest herein. IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPLETED UNDER THE APPROXIMATE METHOD BELOW) WILL BE COMPLETED SOLELY FOR PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES. 55 The following summary of terms is subject to the information set forth on the reverse hereof: ISSUE PRICE: DENOMINATED CURRENCY: ORIGINAL ISSUE DATE: OPTION TO RECEIVE PAYMENTS IN STATED MATURITY DATE: DENOMINATED CURRENCY: [ ] YES [ ] NO INDEXED CURRENCY: OPTIONAL REDEMPTION: [ ] YES [ ] NO BASE EXCHANGE RATE: INITIAL REDEMPTION DATE: DETERMINATION AGENT: REDEMPTION PRICE: Initially __% of Face Amount AUTHORIZED DENOMINATIONS: and declining by __% of the Face Amount on each BASE RATE: anniversary of the Initial Redemption Date until the Redemption Price is 100% of the INITIAL INTEREST RATE: Face Amount. INDEX MATURITY: SPREAD (PLUS OR MINUS): DISCOUNT NOTE: [ ] YES [ ] NO SPREAD MULTIPLIER: TOTAL AMOUNT OF OID: CALCULATION AGENT: INITIAL ACCRUAL PERIOD OID: ORIGINAL YIELD TO MATURITY: MAXIMUM INTEREST RATE: OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO MINIMUM INTEREST RATE: OPTIONAL REPAYMENT DATES: INTEREST RESET PERIOD: OPTIONAL REPAYMENT PRICES: INTEREST RESET DATES: DEPOSITORY: 56 INTEREST PAYMENT PERIOD: REPAYMENT PROVISIONS (If applicable): INTEREST PAYMENT DATES: RECOGNIZED FOREIGN EXCHANGE DEALERS: INTEREST DETERMINATION DATE(S): OTHER PROVISIONS: REFERENCE DEALERS: PAYING AGENT: The Fuji Bank and Trust Company, Two World Trade Center, 81st Flr. New York, New York 10048 (Attn: Trust Administration Department) 57 HELLER FINANCIAL, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to ___________________, or registered assigns, the principal sum of ______________________ (the "Face Amount"), plus or minus an amount, determined as described in the immediately succeeding paragraph, on the Stated Maturity Date shown above, and to pay interest on the Face Amount from and including the Original Issue Date shown above or from and including the most recent Interest Payment Date to which interest has been paid, as the case may be. If any Interest Payment Date for any Floating Rate Note would otherwise be a day that is not a Business Day, such Interest Payment Date shall be postponed to the next day that is a Business Day except, in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding Business Day. If the Stated Maturity Date of a Floating Rate Note falls on a day that is not a Business Day, the payment of principal, premium, if any, and interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such Stated Maturity Date. Interest will be paid on the Interest Payment Dates shown above, commencing with the first such Interest Payment Date next succeeding the Original Issue Date shown above (except as provided below), at the rate per annum determined in accordance with the provisions on the reverse hereof, depending on the Base Rate specified above and the Spread, if any, or Spread Multiplier, if any, until the principal hereof is paid or made available for payment, and interest shall accrue on any overdue principal and on any overdue installment of interest (to the extent that the payment of such interest shall be legally enforceable) at the rate per annum in effect at the time such principal or installment of interest, as the case may be, was due and payable. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the regular record date for such interest, which shall be the fifteenth day (whether or not a Business Day) next preceding such Interest Payment Date; provided, however, that interest payable at Maturity will be payable to the Person to whom principal shall be payable. The first payment of interest on any Note originally issued between a regular record date and an Interest Payment Date will be made on the Interest Payment Date following the next succeeding regular record date to the registered owner on such regular record date. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such regular record date and may either be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders 58 of Notes of this series not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Except as provided below, the principal amount of this Note will be payable in the Denominated Currency specified above in an amount equal to the Face Amount hereof, plus or minus an amount determined by reference to the difference between the Base Exchange Rate specified above and the rate at which the Denominated Currency can be exchanged for the Indexed Currency specified above as determined on the second Exchange Rate Day (defined on the reverse hereof) prior to the Stated Maturity Date by the Determination Agent specified above, which determination shall be made in the manner described on the reverse hereof. If this Note is denominated in a Denominated Currency other than U.S. dollars, then the Holder may, by delivery of a written request to the Paying Agent (which shall initially be The Fuji Bank and Trust Company, at the address set forth above or at such other address as it may designate as its principal corporate trust office in The City of New York) received by the Paying Agent on or prior to the applicable record date or at least 15 days prior to Maturity, as the case may be, elect to receive all such payments in the Denominated Currency. Such election will remain in effect until revoked by written notice to the Paying Agent received not later than on or prior to the applicable record date or at least 15 days prior to Maturity, as the case may be. In addition, if bid quotations for U.S. dollars of the type specified on the reverse side hereof are not available, the Paying Agent will be unable to exchange the Denominated Currency for United States dollars and payments of principal and interest will be made in the Denominated Currency. If the Denominated Currency is unavailable due to the imposition of exchange controls or to other circumstances beyond the Company's control, payments will be made in U.S. dollars as described on the reverse side hereof. Payments in U.S. dollars of interest on this Note (other than interest payable at Maturity or upon earlier redemption or repayment) will be made by mailing a check to the Holder at the address of the Holder appearing in the Security Register on the applicable record date. Notwithstanding the foregoing, if the Holder holds U.S. $10,000,000 or more in aggregate principal amount of Notes of like tenor and terms (or is the Holder of the equivalent thereof in a Denominated Currency other than U.S. dollars), such Holder shall be entitled to receive such payments in U.S. dollars by wire transfer of immediately available funds, but only if appropriate payment instructions have been received in writing by the Paying Agent not less than 15 calendar days prior to the applicable Interest Payment Date. Simultaneously with the election by the Holder to receive payments in a 59 Denominated Currency other than U.S. dollars (by written request to the Paying Agent, as provided above), the Holder shall provide appropriate payment instructions to the Paying Agent, and all such payments will be made in immediately available funds to an account maintained by the payee in the Denominated Currency. Principal and any premium and interest payable at Maturity or upon earlier redemption or repayment in respect of this Note will be paid in immediately available funds upon surrender of this Note accompanied by wire instructions at the office of the Paying Agent. If the registered owner of this Note (as indicated above) is the Depository or a nominee of the Depository, this Note is a global Note and the following legend is applicable except as specified on the reverse hereof: THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual signature of an authorized signatory, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. * * * 60 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: HELLER FINANCIAL, INC. By:__________________________ Its:_________________________ [Seal] Attest:______________________ Its:_________________________ TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein and referred to in the within- mentioned Indenture. SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION, as Trustee By:___________________________________ Authorized Officer OR: By: THE FUJI BANK AND TRUST COMPANY, as Authenticating Agent By:___________________________________ Authorized Signatory 61 [Reverse of Note] HELLER FINANCIAL, INC. MEDIUM-TERM NOTE, SERIES G This Note is one of a duly authorized issue of Securities of the Company (herein called the "Notes"), issued and to be issued in one or more series under an Indenture, dated as of September 1, 1995 (herein called the "Indenture"), between the Company and Shawmut Bank Connecticut, National Association, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the Securities of the series designated on the face hereof. Except as specified below, the principal of this Note will be payable by the Company in the Denominated Currency at the Stated Maturity Date in an amount equal to the Face Amount of this Note, plus or minus an amount determined by the Determination Agent by reference to the difference between the Base Exchange Rate and the rate at which the Denominated Currency can be exchanged for the Indexed Currency as determined on the second Exchange Rate Day prior to the Stated Maturity Date of this Note (the "Determination Date") by the Determination Agent based upon the arithmetic mean of the open market spot offer quotations for the Indexed Currency (spot bid quotations for the Denominated Currency) obtained by the Determination Agent from the Reference Dealers (as hereinafter defined) in The City of New York at 11:00 a.m., New York City time, on the Determination Date, for an amount of Indexed Currency equal to the Face Amount of this Note multiplied by the Base Exchange Rate, with the Denominated Currency for settlement at the Stated Maturity Date (such rate of exchange, as so determined, is hereafter referred to as the "Spot Rate"). If such quotations from the Reference Dealers are not available on the Determination Date due to circumstances beyond the control of the Company, the Spot Rate shall be determined by the Determination Agent on the basis of the most recently available quotations from the Reference Dealers. The principal amount of this Note determined by the Determination Agent to be payable at the Stated Maturity Date will be payable to the Holder hereof in the manner set forth herein. As used herein, the term "Reference Dealers" shall mean the three banks or firms specified by the Company on the date of issuance hereof or, if any of them shall be unwilling or unable to provide the requested quotations, such other major money center bank or banks in The City of New York selected by the Company, in consultation with the Determination Agent, to act as 62 Reference Dealer or Dealers in replacement therefor. Unless otherwise specified above, the term "Exchange Rate Day" shall mean any day which is a Business Day in the City of New York and, (a) if the Denominated Currency or Indexed Currency is the Canadian dollar, in Toronto, Canada, (b) if the Denominated Currency or Indexed Currency is the Japanese yen, in Tokyo, Japan, (c) if the Denominated Currency or Indexed Currency is the pound sterling, in London, England, (d) if the Denominated Currency or Indexed Currency is the Australian dollar, in Melbourne, Australia, (e) if the Denominated Currency or the Indexed Currency is the ECU, in Brussels, Belgium, and/or (f) if the Denominated Currency or the Indexed Currency is any other currency or currency unit (other than the U.S. dollar), in the principal financial center of the country of such Denominated Currency or Indexed Currency. In the absence of manifest error, the determination by the Determination Agent of the Spot Rate and the principal amount of this Note payable at the Stated Maturity Date shall be final and binding on the Company and the Holder of this Note. Unless otherwise specified on the face hereof, the formulae to be used by the Determination Agent to determine the principal amount of this Note payable at the Stated Maturity Date will be as follows: If the Spot Rate exceeds or equals the Base Exchange Rate, the principal amount of this Note payable at the Stated Maturity Date shall equal: Face Amount + (Face Amount x Spot Rate - Base Exchange Rate ------------------------------ Spot Rate ). If the Base Exchange Rate exceeds the Spot Rate, the principal amount of this Note payable at the Stated Maturity Date (which shall, in no event, be less than zero) shall equal: Face Amount - (Face Amount x Base Exchange Rate - Spot Rate ------------------------------ Spot Rate ). Unless otherwise specified on the face hereof, on the basis of the aforesaid determinations by the Determination Agent and the formulae and limitations set forth above, (i) if the Base Exchange Rate equals the Spot Rate, then the principal amount of this Note payable at the Stated Maturity Date will be equal to the Face Amount hereof; (ii) if the Spot Rate exceeds the Base Exchange Rate (i.e., the Denominated Currency has appreciated against the Indexed Currency during the term of this Note), then the principal amount so payable would be greater than (but no greater than twice) the Face Amount hereof; (iii) if the Spot Rate is less than the Base Exchange Rate (i.e., the Denominated Currency has depreciated against the Indexed Currency during the term of this Note) but is greater than one-half of the Base 63 Exchange Rate, then the principal amount so payable would be less than the Face Amount hereof; and (iv) if the Spot Rate is less than or equal to one-half of the Base Exchange Rate, then the Spot Rate will be deemed to be one-half of the Base Exchange Rate and no principal amount of this Note will be payable at the Stated Maturity Date. Unless otherwise specified on the face hereof, in the event of any redemption or repayment of this Note prior to the Stated Maturity Date, the term "Stated Maturity Date" would refer to the redemption or repayment date. Commencing with the first Interest Reset Date specified on the face hereof following the Original Issue Date, the rate at which interest on this Note is payable shall be reset daily, weekly, monthly, quarterly, semiannually or annually as shown on the face hereof under "Interest Reset Period"; provided, however, that (i) the interest rate in effect from the Original Issue Date to the first Interest Reset Date specified on the face hereof will be the Initial Interest Rate and (ii) the interest rate in effect hereon for the 10 days immediately prior to the Maturity hereof shall be that in effect on the 10th day preceding the Maturity hereof. Each such reset rate shall be applicable on and after the Interest Reset Date to which it relates to but not including the next succeeding Interest Reset Date or until Maturity, as the case may be. Unless otherwise specified on the face hereof, the Interest Reset Date will be, if the interest rate on this Note is to be reset daily, each Business Day; if the interest rate on this Note is to be reset weekly, Wednesday of each week, unless the Base Rate of this Note is the Treasury Rate, in which case the Interest Reset Date will be Tuesday of each week (except that if in any week an auction of Treasury bills falls on a Tuesday, the Interest Reset Date will be on Wednesday of that week); if the interest rate on this Note is to be reset monthly, the third Wednesday of each month; if the interest rate on this Note is to be reset quarterly, the third Wednesday of March, June, September and December; if the interest rate on this Note is to be reset semiannually, the third Wednesday of each of two months specified on the face hereof; and if the interest rate on this Note is to be reset annually, the third Wednesday of the month specified on the face hereof. If any Interest Reset Date specified on the face hereof would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next day that is a Business Day, except that if the rate of interest on this Note shall be determined in accordance with the provisions of the heading "Determination of LIBOR" below, and such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. Subject to applicable provisions of law and except as specified herein, on each Interest Reset Date the rate of interest on this Note shall be the rate determined in accordance with the provisions of the applicable heading below. Determination of Commercial Paper Rate. If the Base Rate on this Note is the Commercial Paper Rate, the interest rate with 64 respect to this Note shall equal (a) the Money Market Yield (calculated as described below) of the rate on each Interest Determination Date (as defined below) for commercial paper having the Index Maturity shown on the face hereof, as such rate is published by the Board of Governors of the Federal Reserve System in "Statistical Release H. 15(519), Selected Interest Rates", or any successor publication of the Board of Governors of the Federal Reserve System, under the heading "Commercial Paper", or if such rate is not published by 9:00 a.m., New York City time, on the Calculation Date (as defined below) pertaining to such Interest Determination Date, as published by the Federal Reserve Bank of New York in its daily statistical release, "Composite 3:30 p.m. Quotations for the U.S. Government Securities" under the heading "Commercial Paper", or (b) if such rate is not published by 3:00 p.m., New York City time, on such Calculation Date, the Money Market Yield of the arithmetic mean of the offered rates, as of 11:00 a.m., New York City time, on such Interest Determination Date, of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent specified on the face hereof for commercial paper having the Index Maturity shown on the face hereof placed for an industrial issuer whose bond rating is "AA", or the equivalent, from a nationally recognized securities rating agency, adjusted in each of the above cases by the addition or subtraction of the Spread, if any, specified on the face hereof, or by multiplication by the Spread Multiplier, if any, specified on the face hereof; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned above, the interest rate in effect hereon to which such Interest Determination Date relates shall be the interest rate in effect hereon on such Interest Determination Date. "Money Market Yield" shall be the yield (expressed as a percentage rounded, if necessary, to the nearest one hundred-thousandth of a percentage point) calculated in accordance with the following formula: Money Market Yield = D X 360 X 100 --------------- 360 - (D X M) where "D" refers to the per annum rate for commercial paper, quoted on a bank discount basis and expressed as a decimal; and "M" refers to the actual number of days in the interest period for which interest is being calculated. Determination of LIBOR. If the Base Rate on this Note is LIBOR, the interest rate payable with respect to this Note (as determined by the Calculation Agent specified on the face hereof) will be determined in accordance with the following provisions: (i) With respect to an Interest Determination Date, LIBOR will be, as specified in the applicable Pricing Supplement, either: (a) the arithmetic mean of the offered rates for deposits in U.S. 65 dollars having the Index Maturity designated in the applicable Pricing Supplement, commencing on the second London Banking Day immediately following that Interest Determination Date, that appear on the Reuters Screen LIBO Page as of 11:00 a.m., London time, on that Interest Determination Date, if at least two such offered rates appear on the Reuters Screen LIBO Page ("LIBOR Reuters"), or (b) the rate for deposits in U.S. dollars having the Index Maturity designated in the applicable Pricing Supplement, commencing on the second London Banking Day immediately following that Interest Determination Date, that appears on the Telerate Page 3750 as of 11:00 a.m., London time, on that Interest Determination Date ("LIBOR Telerate"). "Reuters Screen LIBO Page" means the display designated as page "LIBO" on the Reuters Monitor Money Rates Service (or such other page as may replace the LIBO page on that service for the purpose of displaying London interbank offered rates of major banks). "Telerate Page 3750" means the display designated as page "3750" on the Telerate Service (or such other page as may replace the 3750 page on that service or such other service or services as may be nominated by the British Bankers' Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits). If neither LIBOR Reuters nor LIBOR Telerate is specified in the applicable Pricing Supplement, LIBOR will be determined as if LIBOR Telerate had been specified. If fewer than two offered rates appear on the Reuters Screen LIBO Page, or if no rate appears on the Telerate Page 3750, as applicable, LIBOR in respect of that Interest Determinate Date will be determined as if the parties had specified the rate described in (ii) below. (ii) With respect to an Interest Determination Date on which fewer than two offered rates appear on the Reuters Screen LIBO Page, as specified in (i)(a) above, or on which no rate appears on Telerate Page 3750, as specified in (i)(b) above, as applicable, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars having the Index Maturity designated in the applicable Pricing Supplement are offered at approximately 11:00 a.m., London time, on that Interest Determination Date by four major banks in the London interbank market selected by the Calculation Agent ("Reference Banks") to prime banks in the London interbank market commencing on the second London Banking Day immediately following that Interest Determination Date and in 66 a principal amount equal to an amount of not less than $1,000,000 that is representative for a single transaction in such market at such time. The Calculation Agent will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR in respect of that Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR in respect of that Interest Determination Date, will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, on that Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent for loans in U.S. dollars to leading European banks having the Index Maturity designated in the applicable Pricing Supplement commencing on the second London Banking Day immediately following that Interest Determination Date and in a principal amount equal to an amount of not less than $1,000,000 that is representative for a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR with respect to such Interest Determination Date will be the rate of LIBOR in effect on such date. Determination of Treasury Rate. If the Base Rate on this Note is the Treasury Rate, the interest rate payable with respect to this Note shall equal the rate for the most recent auction of direct obligations of the United States ("Treasury bills") having the Index Maturity shown on the face hereof as published by the Board of Governors of the Federal Reserve System in "Statistical Release H. 15(519), Selected Interest Rates", or any successor publication of the Board of Governors of the Federal Reserve System, under the heading "U.S. Government Securities - Treasury bills - auction average (investment)" on each Interest Determination Date or, if not so published by 9:00 a.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the auction average rate (expressed as a bond equivalent on the basis of a year of 365 days or 366 days, as applicable, and applied on a daily basis) as otherwise announced by the United States Department of the Treasury, in either case, adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof, or, by multiplication by the Spread Multiplier, if any, specified on the face hereof. In the event that the results of the auction of Treasury bills having the Index Maturity shown on the face hereof are not otherwise published or reported as provided above by 3:00 p.m., New York City time, on such Calculation Date or no such auction is held in a particular week, then the rate of interest hereon shall be calculated by the Calculation Agent and shall be a yield to 67 maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on such Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent, for the issue of Treasury bills with a remaining maturity closest to the Index Maturity shown on the face hereof, adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof, or by the multiplication by the Spread Multiplier, if any, specified on the face hereof; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence; the interest rate in effect hereon to which such Interest Determination Date relates shall be the interest rate in effect hereon on such Interest Determination Date. Determination of Federal Funds Rate. If the Base Rate on this Note is the Federal Funds Rate, the interest rate payable with respect to this Note shall equal the rate published in H.15(519) under the heading "Federal Funds (Effective)" on the Calculation Date pertaining to an Interest Determination Date or, if not so published by 3:00 p.m., New York City time, on such Calculation Date, the rate as published in Composite Quotations under the heading "Federal Funds/Effective Rate". If neither of such rates is published by 3:00 p.m., New York City time, on such Calculation Date, the Federal Funds Rate will be calculated by the Calculation Agent and will be the arithmetic mean on such Interest Determination Date calculated by the Calculation Agent of the rates for the last transaction of not less than $1,000,000 in overnight Federal Funds arranged by three leading brokers of Federal Funds transactions in The City of New York (which may include one or more of the Agents under a Distribution Agreement dated as of October 17, 1995 between the Company and Merrill, Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Chase Securities, Inc., Chemical Securities Inc., Citicorp Securities, Inc., First Chicago Capital Markets, Goldman, Sachs & Co., Lehman Brothers, Lehman Brothers Inc., J. P. Morgan Securities Inc. and UBS Securities Inc.) selected by the Calculation Agent, as of 11:00 a.m., New York City time, on such Interest Determination Date; provided, however, that if the brokers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate will be the Federal Funds Rate in effect on such Interest Determination Date. Determination of Prime Rate. If the Base Rate on this Note is the Prime Rate, the "Prime Rate" means, with respect to any Interest Determination Date, the rate on such date as such rate is published in H.15(519) under the heading "Bank Prime Loan." If such rate is not published prior to 3:00 P.M., New York City time, on the related Calculation Date, then the Prime Rate shall be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Screen NYMF 68 Page (as hereinafter defined) as such bank's prime rate or base lending rate as in effect on such Interest Determination Date. If fewer than four such rates appear on the Reuters Screen NYMF Page for such Interest Determination Date, then the Prime Rate shall be the arithmetic mean of the prime rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Interest Determination Date by four major money center banks in The City of New York selected by the Calculation Agent. If fewer than four such quotations are so provided, then the Prime Rate shall be the arithmetic mean of four prime rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Interest Determination Date as furnished in The City of New York by the major money center banks, if any, that have provided such quotations, and by as many substitute banks or trust companies as necessary in order to obtain four such prime rate quotations, provided such substitute banks or trust companies are organized and doing business under the laws of the United States, or any state thereof, each having total equity capital of at least $500 million and being subject to supervision or examination by a Federal or State authority, selected by the Calculation Agent to provide such rate or rates; provided, however, that if the banks or trust companies so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate determined as of such Interest Determination Date will be the in effect on such Interest Determination Date. Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on the face hereof. The Calculation Agent shall calculate the interest rate on this Note in accordance with the foregoing on or before each Calculation Date. The interest rate on this Note will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general applicability. The "Interest Determination Date" pertaining to an Interest Reset Date if this Note has as a Base Rate the Commercial Paper Rate, the Federal Funds Rate or the Prime Rate will be the second Business Day next preceding such Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset Date if this Note has as a Base Rate the LIBOR Rate will be the second London Banking Day next preceding such Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset Date if this Note has as a Base Rate the Treasury Rate will be the day of the week in which such Interest Reset Date falls on which Treasury bills of the Index Maturity specified on the face of this Note are auctioned, provided that if an auction of Treasury bills is held on a Friday instead of the following Monday or Tuesday because such Monday is a legal holiday, such Friday will 69 be the Interest Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. The "Calculation Date", where applicable, pertaining to an Interest Determination Date is the tenth calendar day after such Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day. Upon request of the Holder of this Note, the Calculation Agent will provide the interest rate then in effect and, if determined, the interest rate that will become effective on the next Interest Reset Date with respect to this Note. The Paying Agent and the Trustee will not be responsible for performing any of the functions of the Calculation Agent under this Note. Interest on this Note will be payable monthly, quarterly, semiannually or annually (the "Interest Payment Period") as specified on the face hereof. Unless otherwise provided on the face hereof, the date or dates on which interest will be payable (each an "Interest Payment Date") will be, in the case of a monthly Interest Payment Period, the third Wednesday of each month; in the case of a quarterly Interest Payment Period, the third Wednesday of March, June, September and December; in the case of a semiannual Interest Payment Period, the third Wednesday of each of the two months specified on the face hereof; and in the case of an annual Interest Payment Period, the third Wednesday of the month specified on the face hereof. If any Interest Payment Date specified on the face hereof would otherwise be a day that is not a Business Day, the Interest Payment Date shall be postponed to the next day that is a Business Day, except that if the rate of interest on this Note shall be determined in accordance with the provisions of the heading "Determination of LIBOR" above, and such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding Business Day. "Business Day" means any day that is not a Saturday or Sunday and that, in The City of London, is not a day on which banking institutions are generally authorized or obligated by law to close. Interest payments on each Interest Payment Date for this Note (except if the interest rate on this Note resets daily or weekly) will include accrued interest from and including the Original Issue Date or from and including the last date in respect of which interest has been paid, as the case may be, to, but excluding, such Interest Payment Date. If the interest rate on this Note resets daily or weekly, interest payments will include accrued interest from and including the Original Issue Date or from and including the last date in respect of which interest has been paid, as the case may be, to, and including, the regular record date immediately preceding the applicable Interest Payment Date, and at Maturity the interest payments will include accrued interest from and including the Original Issue Date or from and including the last date in respect of which 70 interest has been paid, as the case may be, to, but excluding, the Stated Maturity Date. Accrued interest hereon from the Original Issue Date or from the last date to which interest hereon has been paid, as the case may be, shall be an amount calculated by multiplying the face amount by an accrued interest factor. Such accrued interest factor shall be computed by adding the interest factor calculated for each day from the Original Issue Date or from the last date to which interest shall have been paid, as the case may be, to the date for which accrued interest is being calculated. The interest factor (expressed as a decimal) for each such day will be computed by dividing the interest rate applicable to such day by 360, in the case of the Commercial Paper Rate, LIBOR, the Federal Funds Rate or the Prime Rate, or by the actual number of days in the year, in the case of the Treasury Rate. The interest rate in effect on each day will be (i) if such day is an Interest Reset Date, the interest rate with respect to the Interest Determination Date pertaining to such Interest Reset Date, or (ii) if such day is not an Interest Reset Date, the interest rate with respect to the Interest Determination Date pertaining to the next preceding Interest Reset Date, subject in either case to any Maximum or Minimum Interest Rate limitation specified on the face hereof and to any adjustment by a Spread or Spread Multiplier specified on the face hereof; provided, however, that (a) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof and (b) the interest rate in effect for the ten calendar days immediately prior to Maturity will be that in effect on the tenth calendar day preceding Maturity. If the Denominated Currency shown on the face hereof is a currency or currency unit other than U.S. dollars, payment of the principal of and interest on this Note shall be made in the coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, unless the registered holder of this Note on the relevant record date or at Maturity, as the case may be, has transmitted to the Paying Agent at its corporate trust office in The City of New York on or prior to such record date or the date 15 days prior to Maturity, as the case may be, such Holder's election to receive payment of the principal of and interest on this Note in such Denominated Currency. Such election may be in writing (mailed or hand delivered) or by cable, telex or other form of facsimile transmission. Any such election made with respect to this Note by the Holder shall remain in effect with respect to any further payments of interest and principal, and premium, if any, with respect to this Note payable to such Holder, unless such election is revoked on or prior to the relevant record date or the date 15 days prior to Maturity, as the case may be. If the Denominated Currency for this Note is other than U.S. dollars, the Company will appoint an agent (initially The Fuji Bank and Trust Company) (the "Exchange Rate Agent") to determine the exchange rate for 71 converting all payments in respect of such Note into U.S. dollars in the manner described in the following paragraph. In the absence of manifest error, all determinations by the Exchange Rate Agent from time to time of currency exchange rates shall be final and binding on the Company and the Holder hereof. Until the Notes are paid or payment thereof is duly provided for, the Company will, at all times, maintain a Paying Agent in The City of New York capable of performing the duties described herein to be performed by the Paying Agent. The Company will notify the Holder of this Note, in accordance with the Indenture, of any change in the Paying Agent or its address. If the Denominated Currency shown on the face hereof is other than U.S. dollars and if the Holder has not made the election described in the immediately preceding paragraph, payment in respect of this Note shall be made in U.S. dollars based upon the exchange rate as determined by the Exchange Rate Agent based on the highest firm bid quotation expressed in U.S. dollars received by such Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers in The City of New York selected by the Exchange Rate Agent and approved by the Company (one of which may be the Exchange Rate Agent) for the purchase by the quoting dealer, for settlement on such payment date, of the aggregate amount of the Denominated Currency payable to all Holders of Notes denominated in such Denominated Currency who have elected to receive payment in U.S. dollars on such payment date. If no such bid quotations are available, payments will be made in the Denominated Currency. All currency exchange costs associated with any payment in U.S. dollars on this Note shall be borne by the Holder hereof by deductions from such payments. If the Denominated Currency shown on the face hereof is a currency or currency unit other than U.S. dollars, and such Denominated Currency is not available due to the imposition of exchange controls of other circumstances beyond the control of the Company, the Company shall be entitled to satisfy its obligations to the Holder of this Note by making such payment in U.S. dollars on the basis of the most recently available exchange rate. Any payment made under such circumstances in U.S. dollars where the required payment is other than U.S. dollars will not constitute an Event of Default. All percentages resulting from any calculations under this Note will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point (with five one-millionths of a percentage point being rounded upward) and all currency or currency unit amounts used in or resulting from any such calculation in respect of the Notes will be rounded to the nearest one-hundredth of a unit (with five one-thousandths being rounded upward). 72 If so specified on the face hereof, the Company may at its option redeem this Note in whole or from time to time in part on or after the date designated as the Initial Redemption Date on the face hereof at prices declining from a specified premium, if any, to par together with accrued interest to the date of redemption. The Company may exercise such option by causing the Trustee to mail a notice of such redemption at least 30 but not more than 60 days prior to the date of redemption. In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If less than all of the Notes with like tenor and terms to this Note are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate. If so specified on the face hereof, this Note will be repayable prior to Maturity at the option of the Holder on the Optional Repayment Dates shown on the face hereof at the Optional Repayment Prices shown on the face hereof together with accrued interest to the date of repayment. In order for this Note to be repaid, the Paying Agent must receive at least 30 but not more than 45 days prior to an Optional Repayment Date (i) this Note with the form below entitled "Option to Elect Repayment" duly completed or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States of America setting forth the name of the Holder of this Note, the principal amount of this Note, the principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note with the form below entitled "Option to Elect Repayment" duly completed will be received by the Paying Agent not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, this Note with such form duly completed must be received by the Paying Agent by such fifth Business Day. Any tender of this Note for repayment shall be irrevocable. The repayment option may be exercised by the Holder of this Note for less than the entire principal amount of the Note provided that the principal amount of the Note remaining outstanding after repayment is an authorized denomination. Upon such partial repayment this Note shall be cancelled and a new Note or Notes for the remaining principal amount thereof shall be issued in the name of the Holder of this Note. This Note will not be subject to any sinking fund. Notwithstanding anything herein to the contrary, if this Note is an Original Issue Discount Note, the amount payable in the event of redemption or repayment prior to the Stated Maturity Date hereof in lieu of the principal amount due at the Stated 73 Maturity Date hereof shall be the Amortized Face Amount of this Note as of the redemption date or the date of repayment as the case may be. The "Amortized Face Amount" of this Note shall be the amount equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion of the difference between the Issue Price and the principal amount hereof that has accrued at the Yield to Maturity (as set forth on the face hereof) (computed in accordance with generally accepted United States bond yield computation principles) at the date as of which the Amortized Face Amount is calculated but in no event shall the Amortized Face Amount of this Note exceed its principal amount. If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holder of the Notes of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of at least a majority in principal amount of the Notes at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth and to the limitations described below, if applicable, the transfer of this Note is registrable in the Securities Register upon surrender of this Note for registration of transfer at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar (which shall initially be The Fuji Bank and Trust Company, at the address specified on the face hereof or at such other address as it may designate as its principal corporate trust office in The City of New York) duly executed by, 74 the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes of this series are issuable only in global or certificated registered form, without coupons, in denominations of $1,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth and to the limitations described below, if applicable, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. If this Note is a global Note (as specified on the face hereof), this Note is exchangeable only if (x) the Depository notifies the Company that it is unwilling or unable to continue as Depository for this global Note or if at any time the Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (y) the Company in its sole discretion determines that this Note shall be exchangeable for certificated Notes in registered form or (z) an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, with respect to the Notes represented hereby has occurred and is continuing, provided that the definitive Notes so issued in exchange for this permanent global Note shall be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent global Note to be exchanged, and provided further that, unless the Company agrees otherwise, Notes of this series in certificated registered form will be issued in exchange for this permanent global Note, or any portion hereof, only if such Notes in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided above, owners of beneficial interests in this permanent global Note will not be entitled to receive physical delivery of Notes in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not 75 this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. No recourse for the payment of the principal or interest on this Note, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any Supplemental Indenture thereto or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule or law or by the enforcement of any assessment or penalty or otherwise, all such liability being by the acceptance hereof and as a condition of and as part of the consideration for the issue hereof, expressly waived and released. 76 OPTION TO ELECT REPAYMENT If you want to elect to have this Note repaid by the Company pursuant to the terms concerning repayment, if any, specified on the face hereof, check this box [ ] $_________________ Date:_______________ Your signature:_________________________ (Sign exactly as your name appears on the face of this Note) Signature of Guarantee:_________________________________________ 77 ------------------------------ ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian ------------- -------------- (Cust) (Minor) Under Uniform Gifts to Minors Act ------------------------------------- (State) Additional abbreviations may also be used though not in the above list. ------------------------------------ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - ----------------------------------- - ----------------------------------- - -------------------------------------------------------------------------------- PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE - -------------------------------------------------------------------------------- the within Note and all rights thereunder, hereby irrevocably constituting and appointing _____________________________attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: -------------------------------- Signature NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. 78 EX-8 6 OPINION OF KATTEN MUCHIN & ZAVIS [LETTERHEAD OF KATTEN MUCHIN & ZAVIS] (312) 902-5200 November 4, 1997 Heller Financial, Inc. 500 West Monroe Street Chicago, Illinois 60661 Ladies and Gentlemen: We have acted as special tax counsel for Heller Financial, Inc. (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of a Prospectus Supplement dated November 4, 1997 (the "Prospectus Supplement"), supplementing the Prospectus dated October 30, 1997 (the "Prospectus"). The Prospectus Supplement and Prospectus are part of the Company's Registration Statement on Form S-3 (No. 333-38545), which was declared effective by the Securities and Exchange Commission on October 30, 1997. The Prospectus Supplement relates to the Company's Medium-Term Notes, Series G (the "Notes"), due from nine months to thirty years from the date of issue. You have requested that we provide our opinion as to the accuracy of the description in the Prospectus Supplement of certain federal tax consequences relating to ownership of the Notes and that we also confirm our opinion within the Prospectus Supplement regarding certain federal tax consequences to alien holders of the Notes. We have examined the Prospectus Supplement, the Prospectus and such other documents as we have deemed necessary to render our opinions expressed below and within the Prospectus Supplement. We hereby confirm our opinion with respect to the federal tax consequences to alien holders of the Notes as set forth under the caption "United States Alien Holders" in the section entitled "Certain United States Tax Considerations" in the Prospectus Supplement. Moreover, it is our opinion that the discussion of "Certain United States Tax Considerations" (excluding the discussion under the caption "United States Alien Holders") in the Prospectus Supplement is accurate in all material respects. 79 Heller Financial, Inc. November 4, 1997 Page 2 Our opinion expressed above is limited to the federal tax laws of the United States of America, and we do not express any opinion concerning any other laws. This opinion is given as of the date hereof, and we assume no obligation to advise you of changes that may hereafter be brought to our attention. We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K of the Company, to the references to this opinion within the Prospectus Supplement and to the reference to our name as special tax counsel to the Company under the heading "Legal Matters" in the Prospectus. In giving this consent, we do not concede that we are experts within the meaning of the Act or the rules and regulations thereunder, or that this consent is required by Section 7 of the Act. Very truly yours, /s/ KATTEN MUCHIN & ZAVIS KATTEN MUCHIN & ZAVIS 80 -----END PRIVACY-ENHANCED MESSAGE-----