<PAGE>
 
                                                                   EXHIBIT 10(a)

                                    RESTATED
                              KEEP WELL AGREEMENT

                           Dated as of June 17, 1997
                                        
     This Agreement, dated as of June 17, 1997, restates an agreement dated as
of August 28, 1992 (the "First Amended and Restated Keep Well Agreement"), as
amended as of May 3, 1995 and June 17, 1997, between The Fuji Bank, Limited, a
Japanese banking corporation ("Fuji"), acting by and through its New York Branch
(the "Branch"), and Heller Financial, Inc, a Delaware corporation ("Finance").


                              W I T N E S S E T H:


     WHEREAS, Fuji on January 26, 1984 purchased from Walter E. Heller
International Corporation, a Delaware corporation ("Heller"), pursuant to a
Stock Purchase Agreement dated as of April 23, 1983 (the "Stock Purchase
Agreement"), all of the issued and outstanding shares of common stock of Finance
and of Walter E. Heller Overseas Corporation, a Delaware corporation
("Overseas"); and

     WHEREAS, pursuant to the Stock Purchase Agreement, Fuji and Finance entered
into a Keep Well Agreement dated as of April 23, 1983 (the "Original Keep Well
Agreement") in order to assist Finance in maintaining its credit rating; and

     WHEREAS, the First Amended and Restated Keep Well Agreement was executed in
order to reflect various amendments that had been made to the Original Keep Well
Agreement; and

     WHEREAS, the First Amended and Restated Keep Well Agreement has been
subsequently amended; and

     WHEREAS, Finance and Fuji now desire to restate the First Amended and
Restated Keep Well Agreement to reflect such amendments;

     NOW, THEREFORE, the parties hereto agree to restate the First Amended and
Restated Keep Well Agreement as follows (the First Amended and Restated
Agreement as so restated being referred to herein as the "Keep Well Agreement"
or this "Agreement"):

     SECTION 1.Definitions. For the purposes of this Agreement:

          "Business Day" shall mean a day of the year on which dealings are
     carried on in the London interbank market and banks are open for business
     in London and not required or authorized to close in New York City or
     Chicago.

          "Commercial Paper" shall mean all commercial paper issued and sold by
     Finance (or by any issuing agent acting on behalf of Finance) after the
     date of the Original Keep Well Agreement and on or prior to the 30th
     Business Day after notice or termination of this Agreement is given by Fuji
     pursuant to Section 8(c) or by Finance pursuant to Section 8(d).

          "Illiquidity Certification" shall mean a certificate of the chief
     financial officer or chief accounting officer of Finance, in substantially
     the form of Exhibit A hereto.

          "Moody's" shall mean Moody's Investors Service, Inc.  Any reference in
     this Agreement to any specific rating by Moody's is a reference to such
     rating as currently defined by Moody's and shall be deemed to refer to the
     equivalent rating if such rating system changes. If Moody's shall at any
     time discontinue rating either the Series A Preferred Stock or the Series B
     Preferred Stock and S&P is not then rating such Preferred

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     Stock, then Goldman, Sachs & Co. for as long as the Series A Preferred
     Stock shall remain outstanding and thereafter Lehman Brothers Inc., or its
     applicable successor, shall, within 30 days, select a nationally recognized
     substitute rating agency and identify the comparable ratings from such
     agency. During such 30 day period, Moody's rating shall be considered to be
     the last rating Moody's provided before it discontinued rating the
     applicable Preferred Stock.

          "Net Worth" for any period shall mean the stockholders' equity of
     Finance (including preferred stock, common stock and earned surplus and all
     other items listed under the heading "Stockholders' Equity" on the balance
     sheet of Finance) as determined in accordance with generally accepted
     accounting principles, consistently applied, and shown on the balance sheet
     of Finance as at the close of such period; provided, however, that for the
     purposes of this Agreement, Net Worth shall be increased by the aggregate
     amount of the accrued and unpaid dividends on all shares of NW Preferred
     Stock outstanding on the last day of the period in respect of which Net
     Worth is being determined (and by the aggregate amount of the liquidation
     preference of all such shares of NW Preferred Stock to the extent not
     otherwise included in Net Worth pursuant to the foregoing provisions of
     this definition).

          "Net Worth Certification" for any period shall mean a certificate of
     the chief financial officer or chief accounting officer of Finance, in
     substantially the form of Exhibit B hereto, setting forth in detail the Net
     Worth for such period and the calculations upon which it has been
     determined and containing a notice of issuance of NW Preferred Stock.

          "Net Worth Deficiency" for any period shall mean the amount by which
     $500,000,000 exceeds the Net Worth in respect of such period.

          "NW Preferred Stock" shall mean the preferred stock of Finance
     entitled "NW Preferred Stock" and to be issued pursuant to Section 2 to
     Fuji or a subsidiary of Fuji as Fuji shall elect by written notice to
     Finance (such notice to be given to Finance no later than three Business
     Days prior to the date of issuance of any such NW Preferred Stock pursuant
     to Section 2), from time to time in one or more series, each without voting
     rights except as shall be provided for under the statutes of the State of
     Delaware, and having the following provisions:

          (a)  Dividends.  Dividends as to any series of NW Preferred Stock
     shall be payable (if declared) quarterly commencing on the last day of the
     calendar quarter during which such series is issued, and on the last day of
     each calendar quarter thereafter (each such last day of a calendar quarter
     being a "Dividend Date") for so long as that series is outstanding (the
     dividend during the first such quarter to be prorated); dividends on each
     series of NW Preferred Stock shall accrue and be payable at a rate per
     annum equal at all times during a calendar quarter ending on a Dividend
     Date to 1% per annum above the rate of interest at which deposits in United
     States Dollars are offered by the principal office of Fuji in London,
     England on the second Business Day (it being agreed that for this purpose
     only, the definition of "Business Day" shall not include reference to
     Chicago) preceding the first day of such calendar quarter (or, in the case
     of the first dividend period, preceding the date of issuance of such
     series) to prime banks in the London interbank market for a period equal to
     three months (or, in the case of such first dividend period, equal to such
     shorter period commencing on the date of issuance of such series and ending
     on the last day of the calendar quarter during which such issuance
     occurred); provided, however that the dividends on each series of NW
     Preferred Stock shall be noncumulative such that if the Board of Directors
     of Finance fails to declare a dividend on the NW Preferred Stock payable on
     a dividend payment date, then holders of NW Preferred Stock will have no
     right to receive a dividend in respect of the dividend period ending on
     such dividend payment date, and Finance will have no obligation to pay
     dividends accrued for such period, whether or not dividends on the NW
     Preferred Stock are declared payable on any future dividend payment date;
     and provided further, however, that no dividend shall be paid on any series
     of NW Preferred Stock during the existence of a default in the payment of
     principal of or interest on any outstanding indebtedness for money borrowed
     of Finance;

          (b)  Redemption.  Shares of NW Preferred Stock shall be redeemable no
     less than 30 and no more than 45 days following the end of a calendar
     quarter, in an aggregate amount in respect of such calendar quarter not
     exceeding the excess of Net Worth as of the end of such calendar quarter
     over $500,000,000, upon five Business Days' prior written notice to Finance
     from the holder thereof, at a redemption price equal 

                                       2
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     to the price paid to the issuer for such shares upon the issuance thereof
     plus accumulated unpaid dividends; provided, however, that Finance shall be
     obligated to effect any such redemption only to the extent that its doing
     so will not (i) result in a breach of or default under any agreement for or
     instrument evidencing indebtedness of Finance or guaranteed by Finance and
     (ii) conflict with the terms of the proviso to paragraph (a) of the
     definition of NW Preferred Stock;

          (c)  No Sinking Fund.  No shares of any series of NW Preferred Stock
     shall be subject or entitled to the benefit of a sinking fund; and

          (d)  Liquidation Rights. Each series of NW Preferred Stock shall be
     entitled to the same rights upon liquidation, dissolution or winding up of
     Finance as the Series A Preferred Stock ($6.50 Preferred Stock) of Finance,
     outstanding prior to the date hereof.

          "Preferred Stock" shall mean either the Series A Preferred Stock or
     the Series B Preferred Stock, or both, as the context shall require.

          "Rating Agencies" shall mean Moody's and S&P and their respective
     successors, if any, selected in accordance with the definitions of Moody's
     and S&P, respectively.  In the event either Moody's or S&P shall
     discontinue rating either the Series A Preferred Stock or the Series B
     Preferred Stock or both while the other is continuing to provide such
     ratings, "Rating Agencies" shall thereafter mean the Rating Agency which is
     continuing to provide such ratings.

          "S&P" shall mean Standard & Poor's Corporation.  Any reference in this
     Agreement to any specific rating by S&P is a reference to such rating as
     currently defined by S&P and shall be deemed to refer to the equivalent
     rating if such rating system changes.  If S&P shall at any time discontinue
     rating either the Series A Preferred Stock or the Series B Preferred Stock
     and Moody's is not then rating such Preferred Stock, then Goldman, Sachs &
     Co. for as long as the Series A Preferred Stock shall remain outstanding
     and thereafter Lehman Brothers Inc., or its applicable successor, shall,
     within 30 days, select a nationally recognized substitute rating agency and
     identify the comparable ratings from such agency.  During such 30 day
     period, S&P's rating shall be considered to be the last rating S&P provided
     before it discontinued rating the applicable Preferred Stock.

          "Series A Preferred Stock" shall mean the "Cumulative Perpetual Senior
     Preferred Stock, Series A" issued by Finance.

          "Series B Preferred Stock" shall mean the "Fixed Rate Noncumulative
     Perpetual Senior Preferred Stock, Series B" issued by Finance and any
     preferred stock issued by Finance in exchange therefor.

          "Series A Minimum Rating" shall mean with respect to: a) Moody's, a
     rating of "a3" and, with respect to Moody's successor rating agency, if
     any, the comparable rating of such successor, all as determined in
     accordance with the definition of Moody's herein; and b) S&P, a rating of
     "A-" and, with respect to S&P's successor rating agency, if any, the
     comparable rating of such successor, all as determined in accordance with
     the definition of S&P herein.

          "Series B Minimum Rating" shall mean with respect to: a) Moody's, a
     rating of "baa1" and, with respect to Moody's successor rating agency, if
     any, the comparable rating of such successor, all as determined in
     accordance with the definition of Moody's herein; and b) S&P, a rating of
     "BBB" and, with respect to S&P's successor rating agency, if any, the
     comparable rating of such successor, all as determined in accordance with
     the definition of S&P herein.

          "Termination Date" shall mean the earlier of (a) December 31, 2007 and
     (b) the Unsupported Rating Date, but in no event earlier than December 31,
     2002.

          "Unsupported Rating Date" shall mean such date on which Finance shall
     have first obtained from each of the Rating Agencies a written
     certification that upon termination of this Agreement the ratings on the

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<PAGE>
 
     senior unsecured indebtedness of Finance without the support provided by
     this Agreement shall be no lower than the ratings of Finance with the
     support provided by this Agreement.

     SECTION 2. Net Worth Maintenance. If at the close of any month, there is a
Net Worth Deficiency for such month, Finance shall forthwith send to Fuji a Net
Worth Certification with respect thereto (accompanied by financial statements
for such period) requesting Fuji to purchase, or to cause a subsidiary of Fuji
to purchase, shares of NW Preferred Stock from Finance having an aggregate
liquidation preference equal to such Net Worth Deficiency, and Fuji shall,
within five Business Days after receipt by Fuji of such written request from
Finance, purchase, or cause a subsidiary of Fuji to purchase, shares of NW
Preferred Stock from Finance in such amount, against delivery of such shares to
Fuji or the Branch or such subsidiary, as Fuji shall elect by three Business
Days' prior written notice to Finance.

     SECTION 3. Liquidity Maintenance. If on or before the effectiveness of
termination of this Agreement, Finance reasonably and in good faith determines
that it will have insufficient cash or other liquid assets to meet its payment
obligations on Commercial Paper maturing on the date in respect of which such
determination is made (each such date being a "Shortfall Date" and the amount of
such insufficiency occurring on such Shortfall Date being the "Liquidity
Shortfall" in respect of such Shortfall Date), and it shall have available no
unused commitments under its lines of credit, credit agreements and other credit
facilities with lenders other than Fuji, then Finance shall forthwith send to
the Branch an Illiquidity Certification requesting Fuji, through the Branch, to
make an advance to Finance in an amount not exceeding such Liquidity Shortfall
(such advance being a "Liquidity Advance"), and, upon receipt by the Branch no
later than 11:00 A.M. (New York City time) on such Shortfall Date of such
Illiquidity Certification and an executed promissory note (which may be signed
manually by facsimile) in the form of Exhibit C hereto (a "Liquidity Advance
Note") in respect of such Liquidity Advance, the Branch shall make a Liquidity
Advance in such amount on such Shortfall Date. Each Liquidity Advance shall be
repayable on demand made at any time after the Business Day following the 29th
day after the day on which such Liquidity Advance is made, shall bear interest
on the unpaid principal amount thereof from the date of such Advance until the
principal amount thereof shall be paid in full, payable in arrears on the
maturity thereof (and, in the case of any overdue principal, on demand), at a
rate of interest equal to a fluctuating interest rate per annum equal at all
times to 1/4 of 1% per annum above, but on any overdue principal amount 1 1/4% 
per annum above, the rate of interest announced publicly by Morgan Guaranty
Trust Company of New York in New York, New York from time to time as its prime
commercial lending rate, and shall be prepayable by Finance, as a whole or in
part, without premium, upon five Business days' prior written notice to Fuji;
provided, however, that no repayment of a Liquidity Advance shall be made during
the continuance of a default in the payment of any indebtedness of Finance for
borrowed money which indebtedness is not by its terms subordinated to other
indebtedness of Finance; and provided, further, that in no event shall Fuji's
obligation pursuant to this Section 3 to make Liquidity Advances exceed in the
aggregate for all Liquidity Advances at any time outstanding $500,000,000 (the
"Liquidity Commitment").

     SECTION 4. Limitation on Sale or Issuance of Common Stock of Finance. Fuji
will not, prior to giving notice of termination of this Agreement pursuant to
Section 8(c) or consenting to termination of this Agreement pursuant to Section
8(d), sell, pledge or otherwise dispose of, or permit any subsidiary to sell,
pledge or otherwise dispose of, or permit Finance to issue, any shares of common
stock of Finance, except that (i) Finance may issue shares of its common stock
to Fuji or to any corporation all of whose outstanding common stock is owned
directly or indirectly by Fuji, and (ii) Fuji or any corporation all of whose
outstanding common stock is owned directly or indirectly by Fuji may transfer
shares of common stock of Finance to any corporation all of whose outstanding
common stock is owned directly or indirectly by Fuji or to Fuji.

     SECTION  5. Representations and Warranties of Finance. Finance represents
and warrants as follows:

          (a) The execution, delivery and performance by Finance of this
     Agreement  and the performance of the transactions contemplated thereby are
     within Finance's corporate powers, have been duly authorized by all
     necessary corporate action, and do not contravene (i) Finance's charter or
     by-laws or (ii) any law or contractual restriction binding on or affecting
     Finance.

          (b) No authorization or approval or other action by, and no notice to
     or filing with, any governmental authority or regulatory body is required
     for the due execution, delivery and performance by Finance of this
     Agreement or for the performance by Finance of the transactions
     contemplated hereby.

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          (c) This Agreement is, and each Liquidity Advance Note when issued
     hereunder will be, legal, valid and binding obligations of Finance
     enforceable against Finance in accordance with their respective terms,
     except as may be limited by applicable bankruptcy, insolvency,
     reorganization or other similar laws affecting the enforcement of
     creditors' rights generally.

          (d) A sufficient number of shares of NW Preferred Stock have been duly
     authorized for issuance and sale pursuant to this Agreement and, when
     issued and delivered pursuant to the provisions of this Agreement against
     payment of the consideration therefor described herein, each such share
     will be validly issued, fully paid and non-assessable; and each such share
     will conform to the description thereof contained herein, and such
     description will conform to such share.  Upon its issuance, no share of NW
     Preferred Stock will be subject to the preemptive rights of any shareholder
     of Finance.

          (e) The offering, sale and delivery of the NW Preferred Stock to Fuji
     or a subsidiary of Fuji under the circumstances contemplated hereby do not
     require registration of the NW Preferred Stock under the Securities Act of
     1933, as amended (the "1933 Act"), and do not require qualification of
     this Agreement or any indenture under the Trust Indenture Act of 1939, as
     amended.

          (f) All Commercial Paper will be exempt from registration under the
     1933 Act by virtue of Section 3(a)(3) thereof.

          (g) Finance is not engaged in the business of extending credit for the
     purpose of purchasing or carrying margin stock (within the meaning of
     Regulation U issued by the Board of Governors of the Federal Reserve
     System), and no proceeds of any sale of NW Preferred Stock or any Liquidity
     Advance will be used to purchase or carry any margin stock or to extend
     credit to others for the purpose of purchasing or carrying any margin
     stock.

     SECTION 6. Covenants of Finance. Finance covenants and agrees that, until
the latest of the effective date of termination of this Agreement as herein
provided, the redemption in full of all NW Preferred Stock and the repayment in
full of all Liquidity Advances made by Fuji:

          (a) Finance will not issue or permit to be issued any Commercial Paper
     having maturity later than the Business Day immediately following the 269th
     day after its date of issue;

          (b) Finance will issue Commercial Paper only on such terms as will
     enable such Commercial Paper to be exempt from registration under the 1933
     Act by virtue of Section 3(a)(3) thereof;

          (c) Finance will use its best efforts to meet maturities of
     outstanding Commercial Paper when due from sources (including the proceeds
     of commercial paper issued by Finance after notice of termination of this
     Agreement shall have been given pursuant to Section 8(c) or 8(d)) other
     than the proceeds of Liquidity Advances, and will use the proceeds of each
     Liquidity Advance solely for the payment at maturity of the Commercial
     Paper in respect of which such Liquidity Advance was requested;

          (d) Finance will, not less often than at the close of each month,
     determine whether there is a Net Worth Deficiency for the period as to
     which such determination is made;

          (e) Finance will maintain (and Fuji hereby undertakes to assure that
     Finance will maintain) in full force and effect and available to it unused
     short-term lines of credit, asset sales facilities and committed credit
     facilities in its favor in an amount at all times approximately equal to
     75% of the amount of its commercial paper (including  Commercial Paper)
     from time to time outstanding; and

          (f) Immediately upon receipt of notice of (i) termination of this
     Agreement given by Fuji pursuant to Section 8(c) or (ii) consent by Fuji to
     termination of this Agreement by Finance pursuant to Section 8(d), Finance
     shall furnish notice of such termination to all Commercial Paper dealers
     and to each statistical rating agency that has issued a rating in respect
     of Finance or any of its commercial paper or other debt obligations.

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     SECTION 7. No Guarantee; Limitation on Applicability; No Commercial Paper
Holder To Have Rights.  This Agreement is not, and nothing herein contained and
nothing done pursuant hereto by Fuji shall be deemed to constitute a guarantee,
directly or indirectly, by Fuji of the payment of any Commercial Paper or other
commercial paper, indebtedness, liability or obligation of any kind or character
of Finance or any subsidiary of Finance, nor shall this Agreement or anything
contained herein have any effect, directly or indirectly, upon or in respect of
any commercial paper or upon or in respect of any Commercial Paper not issued
and outstanding on the day notice of termination of this Agreement is given
pursuant to Section 8(c) or on the day Fuji shall consent to termination of this
Agreement pursuant to Section 8(d), as the case may be.  Fuji shall not, by
virtue of this Agreement, the transactions contemplated hereby or otherwise,
have any obligation or liability of any kind or character to or in respect of
any holder of any commercial paper or other indebtedness, liability or
obligation of any kind or character of Finance or any subsidiary of Finance.

     SECTION 8. Modification, Amendment and Termination.  (a) This Agreement may
be modified or amended only by the written agreement of Fuji and Finance;
provided, however, that (i) no such modification or amendment shall have any
adverse effect upon any Commercial Paper outstanding at the time of such
modification or amendment for so long as such Commercial Paper is outstanding;
(ii) the provisions of Section 8(b), 8(c) and 8(d) shall not be modified or
amended for any reason except and unless to extend the dates set forth therein;
and (iii) the provisions of Section 8(f) shall not be modified or amended for
any reason except and unless to increase the dollar amount set forth therein
until the Termination Date.

     (b)  This Agreement may not be terminated for any reason by either party
hereto, and shall continue in full force and effect, until the Termination Date.
After the Termination Date, this Agreement may be terminated by Fuji, in
accordance with the provisions of Section 8(c) hereof, or by Finance, in
accordance with the provisions of Section 8(d) hereof.

     (c)  At any time after the Termination Date, this Agreement may be
terminated by Fuji upon thirty Business Days' prior written notice to Finance
(with a copy of such notice to each statistical rating agency referred to in
Section 6(f) and, if Fuji shall so elect, to each Commercial Paper dealer).
However, such termination shall not in any way relieve Finance of its
obligations under the NW Preferred Stock outstanding on the date of such
termination or under the Liquidity Advance Notes outstanding on the date of such
termination, or in respect of Fuji's fee set forth in Section 9.  Also, such
termination shall not be effective as to the obligations of Fuji contained in
Sections 2 and 3 until the scheduled maturity of all Commercial Paper issued in
accordance with the terms hereof and outstanding on the 30th Business Day after
notice of such termination is given.

     (d)  At any time after the Termination Date, this Agreement may be 
terminated by Finance upon (i) thirty Business Days' prior written notice to
Fuji and (ii) receipt by Finance of written consent from Fuji to such
termination (with notice of such termination to be given by Finance, after
receipt of Fuji's consent to such termination, to each Commercial Paper dealer
and statistical rating agency referred to in Section 6(f)). However, such
termination by Finance shall not in any way relieve Finance of its obligations
under the NW Preferred Stock outstanding on the date of such termination or
under the Liquidity Advance Notes outstanding on the date of such termination,
or in respect of Fuji's fee set forth in Section 9. Also, such termination shall
not be effective as to the obligations of Fuji contained in Sections 2 and 3
until the scheduled maturity of all Commercial Paper issued in accordance with
the terms hereof and outstanding on the 30th Business Day after notice of such
termination is given.

     (e)(1)  Anything contained elsewhere herein to the contrary
notwithstanding, it is expressly understood and agreed that this Agreement may
not be terminated for any reason by either party hereto, and shall continue in
full force and effect, at any time while all or any portion of the Series A
Preferred Stock is outstanding and held by third parties other than Fuji (or any
direct or indirect wholly-owned subsidiary of Fuji) unless Finance shall have
first obtained from each of the Rating Agencies a written certification that
upon termination of this Agreement the Series A Preferred Stock will be rated no
lower than the Series A Minimum Rating.

     (2)  Anything contained elsewhere herein to the contrary notwithstanding,
it is expressly understood and agreed that this Agreement may not be terminated
for any reason by either party hereto, and shall continue in full force and
effect, at any time while all or any portion of the Series B Preferred Stock is
outstanding and held by third parties other than Fuji (or any direct or indirect
wholly-owned subsidiary of Fuji) unless Finance shall have first obtained from

                                       6
<PAGE>
 
each of the Rating Agencies a written certification that upon termination of
this Agreement the Series B Preferred Stock will be rated no lower than the
Series B Minimum Rating.

     (3)  For purposes of the each of the foregoing clauses (1) and (2), the
Series A Preferred Stock or the Series B Preferred Stock shall cease to be
considered outstanding at such time as an effective notice of redemption of all
of such Preferred Stock shall have been given by Finance and funds sufficient to
effectuate such redemption shall have been deposited with the party designated
for such purpose in the notice.

     (f)  For the purposes hereof, no portion of any Commercial Paper shall be
considered to be "outstanding" if moneys or securities in an amount sufficient
for the payment of principal thereof and interest and premium, if any, thereon
shall have been deposited with the proper party or parties for the satisfaction
and discharge of such portion of such Commercial Paper, all in accordance with
the governing instrument defining the rights of the holders thereof or shall
have been deposited in trust with a commercial bank in The City of New York.

     SECTION 9. Fuji's Fee.  Finance shall pay to Fuji a fee, payable in same 
day funds, on the average daily unused portion of the Liquidity Commitment from
the date hereof until the date of the payment in full of all Commercial Paper
outstanding on the day on which Fuji shall give notice to Finance of the
termination of this Agreement pursuant to Section 8(c) or on the day Fuji shall
consent to the termination of this Agreement pursuant to Section 8(d), as the
case may be, at the rate of 1/16 of 1% per annum, payable on July 1, 1983 and on
the first Business Day of each calendar quarter thereafter until the date of
such payment in full of all such Commercial Paper, and on the date of such
payment in full of all such Commercial Paper.

     SECTION 10. Representation by Fuji.  Fuji represents that it is acquiring 
the shares of NW Preferred Stock as contemplated hereby for its own account in
the ordinary course of its business and not with a view to the public
distribution or sale thereof nor with any present intention of selling or
distributing such shares, but subject, nevertheless, to any legal or
administrative requirement that the disposition of its property shall at all
times be within its control.

     SECTION 11. Notices.  All notices, requests and other communications 
required or permitted hereunder shall, unless otherwise stated herein, be given
by hand delivery or by telecopy, telegram or cable, addressed as follows:

          To Fuji:

                    The Fuji Bank, Limited
                    New York Branch
                    Two World Trade Center
                    79th Floor
                    New York, New York 10048
                    Attention: Vice President and Manager,
                               U.S. Corporate Finance and Credit
                               Group II

          To Finance:
 
                    Heller Financial, Inc.
                    500 West Monroe
                    Chicago, Illinois 60661
                    Attention: Treasurer

or at such other address as either party shall specify to the other party in
writing.

     SECTION 12. Accounting Terms; Interest Computation.  All accounting terms 
not specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistently applied, except as otherwise stated
herein.

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<PAGE>
 
     All computations of interest under or in connection with this Agreement
shall be made on the basis of a year of 360 days for the actual number of days
elapsed. Whenever any payment to be made hereunder or in connection herewith
shall be due on a day other than a Business Day, such payment may be made on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest.

     SECTION 13. No Waiver; Remedies.  No failure on the part of Fuji to 
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

     SECTION 14. Original Keep Well Agreement Superseded.  This agreement amends
and supersedes the First Amended and Restated Keep Well Agreement as that
document has been amended from time to time.

     SECTION 15. Submission to Jurisdiction.  Fuji hereby irrevocably submits to
the jurisdiction of any New York State or Federal court sitting in the County of
New York, State of New York, over any action or proceeding arising out of this
Agreement.  Fuji hereby irrevocably appoints the Branch as its agent to receive
on behalf of Fuji service of copies of the summons and complaint and any other
process that may be served in any such action or proceeding.

     SECTION 16. Binding Effect; Successors.  This Agreement shall be binding
upon, and inure to the benefit of, Fuji and Finance and their respective
successors and assigns, except that Finance shall not have the right to assign
its rights hereunder or any interest herein without the prior written consent of
Fuji.  Fuji may assign to any financial institution all or any part of, or any
interest in, its rights and benefits hereunder and under any of the Liquidity
Advance Notes and, subject to the provisions of Section 10, the shares of NW
Preferred Stock owned by Fuji.

     SECTION 17. Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the law of the State of New York.

     In Witness Whereof, the parties hereto have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.

                                      THE FUJI BANK, LIMITED

                                      By:   /s/Atsushi Takano
                                         ------------------------
                                      Name:  Atsushi Takano
                                      Its:   Managing Director

                                      THE FUJI BANK, LIMITED, NEW YORK
                                      BRANCH, as Obligor under Section 3 of the
                                      Amended and Restated Keep Well Agreement

                                      By:   /s/Tsutomu Hayano
                                         ------------------------
                                      Name:  Tsutomu Hayano
                                      Its:   Director and General Manager

                                      HELLER FINANCIAL, INC.

                                      By:   /s/Richard J. Almeida
                                         -------------------------
                                      Name:   Richard J. Almeida
                                      Title:  Chairman of the Board
                                              and Chief Executive Officer

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<PAGE>
 
                   EXHIBIT A TO RESTATED KEEP WELL AGREEMENT

                        Form of Illiquidity Certificate

     I, _______________________, [Chief Financial Officer] [Chief Accounting
Officer] of Heller Financial, Inc., a Delaware corporation ("Finance"), DO
HEREBY CERTIFY to The Fuji Bank, Limited ("Fuji"), in connection with Section 3
of the Restated Keep Well Agreement dated as of June 17, 1997 between Finance
and Fuji (the "Keep Well Agreement", the terms defined therein being used herein
as therein defined), THAT:

     1.  This Illiquidity Certificate constitutes the irrevocable request of 
         Finance that Fuji make a Liquidity Advance to Finance in the amount of
         $__________(the "Requested Advance") on the fifth Business Day after
         the receipt by Fuji of this Certificate. The Requested Advance shall be
         evidenced by the Liquidity Advance Note accompanying this Certificate
         (the "Note") and shall have such terms and conditions as are set forth
         in the Keep Well Agreement and the Note. The Note has been duly
         authorized, executed and delivered by Finance and is in the form of
         Liquidity Advance Note set forth in the Keep Well Agreement.

     2.  Finance has reasonably and in good faith determined that it will have a
         Liquidity Shortfall in the amount of the Requested Advance on the fifth
         Business Day after the date hereof and that it has available no unused
         commitments under its line of credit, credit agreements and other
         credit facilities with lenders other than Fuji.

     3.  Fuji is to make the Requested Advance available to Finance on the fifth
         Business Day after the receipt by Fuji of this Certificate by crediting
         Finance's account no. _____________ maintained at _____________________
         in New York, New York in the amount of the Requested Advance.


     In Witness Whereof, I have signed this Certificate this _____ day of
__________________, 19___

                                          Heller Financial, Inc.

                                          By:___________________________________
                                           Title:_______________________________

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<PAGE>
 
                   EXHIBIT B TO RESTATED KEEP WELL AGREEMENT

                         Form of Net Worth Certificate


     I, _______________________, the [Chief Financial Officer] [Chief Accounting
Officer] of Heller Financial, Inc., a Delaware corporation ("Finance"), DO
HEREBY CERTIFY to The Fuji Bank, Limited ("Fuji"), in connection with Section 2
of the Restated Keep Well Agreement dated as of June 17, 1997 between Finance
and Fuji (the "Keep Well Agreement", the terms defined therein being used herein
as therein defined), THAT:

     1.  Accompanying this Certificate are financial statements of Finance for 
         the calendar quarter ended immediately prior to the date hereof. The
         Net Worth for such calendar quarter is equal to $_____________, and the
         calculations upon which it has been determined are the following:
         _____________. Such Net Worth has been determined in a manner
         consistent with the definition of "Net Worth" contained in the Keep
         Well Agreement.

     2.  There is a Net Worth Deficiency for such calendar quarter (the "Net 
         Worth Deficiency" equal to $___________, which is the excess of
         $500,000,000 over the Net Worth set forth in Paragraph 1.

     3.  This Net Worth Certificate constitutes (i) notice to Fuji that Finance
         shall issue shares of its NW Preferred Stock in the amount of the Net
         Worth Deficiency (the "Issued Amount") on the fifth Business Day after
         the date hereof (the "Issuance Date") and (ii) the irrevocable request
         of Finance that Fuji purchase shares of NW Preferred Stock in the
         aggregate amount equal to the Issuance Amount on the fifth Business Day
         after receipt by Fuji of this Certificate. Shares of NW Preferred Stock
         issued on the Issuance Date shall be evidenced by one or more
         certificates of NW Preferred Stock issued to Fuji or the Branch, as
         Fuji shall request not later than two Business Days after receipt by
         Fuji of this Certification, and shall have such terms and conditions as
         are set forth in the Keep Well Agreement. Each such share, when issued,
         will have been duly authorized, issued and delivered by Finance and
         will be in the form of NW Preferred Stock specified in the Keep Well
         Agreement.

 
     In Witness Whereof, I have signed this certificate this _____ day of
___________________, 19____.

                                    Heller Financial, Inc.

                                    By:___________________________________
                                     Title:_______________________________

                                       10
<PAGE>
 
                   EXHIBIT C TO RESTATED KEEP WELL AGREEMENT

                         Form of Liquidity Advance Note
                                        
LIQUIDITY ADVANCE PROMISSORY NOTE

U.S. $[amount of Liquidity          Dated:  _________________________, 19____
    Advance in figures]


     FOR VALUE RECEIVED, the undersigned, HELLER FINANCIAL, INC., a corporation
organized and existing under the laws of Delaware (the "Borrower"), HEREBY
PROMISES TO PAY to the order of THE FUJI BANK, LIMITED (the "Bank"), a Japanese
banking corporation, the principal sum of [amount of the Liquidity Advance in
words] United States Dollars (U.S. $       [amount of the Liquidity Advance in
figures]) on _______________, 19___ [insert the date of the Business day next
succeeding the day that is twenty-nine days after the date of Note], together
with interest on the principal amount remaining unpaid hereunder from the date
hereof until said principal amount is paid in full, payable on the day said
principal amount becomes due and, with respect to interest on any overdue
principal amount, payable on demand, at a fluctuating interest rate per annum
equal at all times to 1/4 of 1% per annum above, but on any overdue principal
amount 1 1/4% per annum above, the rate of interest announced publicly by
Morgan Guaranty Trust Company of New York in New York, New York from time to
time as its prime commercial lending rate (the "Prime Rate").  Each change in
the fluctuating interest rate hereunder shall take effect simultaneously with
the corresponding change in the Prime Rate.

     The Borrower may, upon at least five Business Days' notice to the Bank,
prepay this Liquidity Advance Note, without premium, in whole or in part, with
accrued interest to the date of such prepayment on the amount prepaid, provided
that each partial prepayment shall be in a principal amount not less than U.S.
$10,000,000 or a multiple thereof.

     The Borrower shall make each payment of principal and interest hereunder
not later than 12:00 noon (New York City time) on the day when due in lawful
money of the United States to the Bank at the office of The Fuji Bank, Limited,
New York Branch, Two World Trade Center, 79th Floor, New York, New York 10048,
by wire transfer of Federal funds to the account of the Bank at Morgan Guaranty
Trust Company of New York, account no. 631-19-808.

     All computations of interest shall be made by the Bank on the basis of a
year of 360 days for the actual number of days (including the first day but
excluding the last day occurring in the period for which such interest is
payable) elapsed.

     This Liquidity Advance Promissory Note is one of the Liquidity Advance
Notes referred to in, and is entitled to the benefits of, the Restated Keep Well
Agreement dated as of June 17, 1997 between the Borrower and the Bank, and shall
be governed by, and construed in accordance with, the law of the State of New
York.

                                          Heller Financial, Inc.

                                          By:___________________________________
                                          Title:________________________________

                                       11