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                                                                     Exhibit 4.9

                           FORM OF REMARKETING AGREEMENT



                                                             _____________, 2001


J.P. MORGAN SECURITIES INC.
60 Wall Street
New York, New York  10260

Ladies and Gentlemen:

     Heller Financial, Inc., a Delaware corporation (the "COMPANY"), and HFI
Trust I, a Delaware business trust (the "TRUST"), have requested that J.P.
Morgan Securities Inc. (the "REMARKETING AGENT") act as remarketing agent in
connection with the Remarketing of the  Preferred Securities due __________,
2006 (the "TRUST PREFERRED SECURITIES"), issued by the Trust pursuant to an
Amended and Restated Declaration of Trust (the "DECLARATION"), dated as of
___________, 2001 by and among the Company, as Sponsor, Anthony O'B. Beirne,
Lauralee E. Martin and Kurt Roemer, as the initial Regular Trustees, BNY Midwest
Trust Company, as the initial Property Trustee, and The Bank of New York
(Delaware), as the initial Delaware Trustee, not in their individual capacities
but solely as Trustees, and the Holders, from time to time, of the securities
representing undivided beneficial ownership interests in the assets of the Trust
on the terms and conditions expressly set forth herein.

     Section 1.  Definitions.

     (a) Capitalized terms used and not defined in this Agreement shall have the
meanings set forth in the Purchase Contract Agreement, dated as of __________,
2001 (the "PURCHASE CONTRACT AGREEMENT"), between the Company and BNY Midwest
Trust Company, as Purchase Contract Agent (the "PURCHASE CONTRACT AGENT").

     (b) As used in this Agreement, the following terms have the following
meanings:

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor legislation.

     "PRELIMINARY PROSPECTUS" means any preliminary prospectus relating to the
Remarketed Trust Preferred Securities included in the Registration Statement,
including the documents incorporated by reference therein as of the date of such
Preliminary Prospectus; and any reference to any amendment or supplement to such
Preliminary Prospectus shall be deemed to refer to and include any documents
filed after the date of such Preliminary Prospectus, under the Exchange Act, and
incorporated by reference in such Preliminary Prospectus.

     "PROSPECTUS" means the prospectus relating to the Remarketed Trust
Preferred Securities, in the form in which first filed, or transmitted for
filing, with the Commission after the effective date of the Registration
Statement pursuant to Rule 424(b), including the documents


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therein as of the date of such Prospectus; and any reference to any amendment or
supplement to such Prospectus shall be deemed to refer to and include any
documents filed after the date of such Prospectus, under the Exchange Act, and
incorporated by reference in such Prospectus.

     "REGISTRATION STATEMENT" means, if required in connection with the
Remarketing pursuant to Section 5(a) hereunder, a registration statement under
the Securities Act prepared by the Company, including all exhibits thereto and
the documents incorporated by reference in the prospectus contained in such
registration statement at the time such registration statement became effective,
and any post-effective amendments thereto.

     "REMARKETED TRUST PREFERRED SECURITIES" means the Trust Preferred
Securities subject to the Remarketing, as identified to the Remarketing Agent by
the Property Trustee or the Indenture Trustee, as the case may be, after 11:00
a.m., New York City time, on the fifth Business Day immediately preceding
__________, 2004.

     "REMARKETING" means the remarketing of the Remarketed Trust Preferred
Securities pursuant to the Remarketing Procedures.

     "REMARKETING MATERIALS" means the Preliminary Prospectus, the Prospectus or
any other information furnished by the Company to the Remarketing Agent for
distribution to investors in connection with the Remarketing.

     "REMARKETING PROCEDURES" means the procedures in connection with the
Remarketing of the Trust Preferred Securities described in the Transaction
Documents.

     "SECURITIES ACT" means the Securities Act of 1933, as amended from time to
time, or any successor legislation.

     "TRANSACTION DOCUMENTS" means the Purchase Contract Agreement, the Pledge
Agreement and the Declaration, collectively.

     If a liquidation and dissolution of the Trust shall have occurred prior to
the Purchase Contract Settlement Date and the Subordinated Deferrable Notes have
been distributed to the holders of the Trust Preferred Securities all references
herein to "TRUST PREFERRED SECURITIES" shall instead be references to
"SUBORDINATED DEFERRABLE NOTES" and references to "REMARKETED TRUST  PREFERRED
SECURITIES" shall instead be references to "REMARKETED SUBORDINATED DEFERRABLE
NOTES", unless the context otherwise requires.

     Section 2.  Appointment and Obligations of the Remarketing Agent.

     (a) The Company hereby appoints J.P. Morgan Securities Inc. as exclusive
remarketing agent, and, subject to the terms and conditions set forth herein,
J.P. Morgan Securities Inc. hereby accepts appointment as Remarketing Agent, for
the purpose of (1) Remarketing Remarketed Trust Preferred Securities on behalf
of the holders thereof and (2) performing such other duties as are assigned to
the Remarketing Agent in the Remarketing Procedures, all in accordance with and
pursuant to the Remarketing Procedures.

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     (b) On the third Business Day immediately preceding the Purchase Contract
Settlement Date (the "REMARKETING DATE"), the Remarketing Agent shall use
reasonable efforts to remarket, at a price equal to 100.25% of the aggregate
stated liquidation amount thereof, the Trust Preferred Securities tendered or
deemed tendered for purchase.

     (c) If, as a result of the efforts described in Section 2(b), the
Remarketing Agent has determined that it will not be able to remarket all of the
Trust Preferred Securities tendered or deemed tendered for purchase at a price
of 100.25% of the aggregate stated liquidation amount of such Trust Preferred
Securities, the Remarketing Agent shall determine the Reset Rate, which shall be
the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent
per annum) sufficient to cause the then-current aggregate market value of the
Trust Preferred Securities to be equal to 100.25% of the aggregate stated
liquidation amount of such Trust Preferred Securities, which rate shall be the
lowest rate per annum that in the sole reasonable discretion of the Remarketing
Agent will enable it to remarket all of the Trust Preferred Securities tendered
or deemed tendered for Remarketing at a price of 100.25% of the aggregate stated
liquidation amount of such Trust Preferred Securities.

     (d) If none of the Holders of the Trust Preferred Securities or the holders
of the MEDS Units elect to have Trust Preferred Securities remarketed in the
Remarketing, the Reset Rate shall be the rate determined by the Remarketing
Agent, in its sole reasonable discretion, as the rate that would have been
established had a Remarketing been held on the Remarketing Date.

     (e) If, by 4:00 p.m., New York City time, on the Remarketing Date, the
Remarketing Agent is unable to remarket all of the Trust Preferred Securities
tendered or deemed tendered for purchase pursuant to the terms and conditions
hereof, a Failed Remarketing shall be deemed to have occurred, and the
Remarketing Agent shall so advise by telephone the Depositary, the Property
Trustee, the Indenture Trustee, the Trust and the Company. In the event of a
Failed Remarketing, the Reset Rate shall equal the Two-Year Benchmark Treasury
Rate plus the Applicable Spread; provided, however, that if the Two-Year
Benchmark Treasury Rate is not displayed in the Telerate system, the Reset Rate
shall be calculated by the Remarketing Agent as the yield to maturity of the
Trust Preferred Securities, expressed as a bond equivalent on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis, and
computed by taking the arithmetic mean of the secondary market bid rates, as of
10:30 a.m., New York City time, on the third Business Day prior to the Purchase
Contract Settlement Date of three leading United States government securities
dealers selected by the Remarketing Agent (after consultation with the Company),
which may include the Remarketing Agent or an Affiliate thereof. Whether or not
there has been a Failed Remarketing will be determined in the sole reasonable
discretion of the Remarketing Agent.

     (f) By approximately 4:30 p.m., New York City time, on the Remarketing Date
(provided that there has not been a Failed Remarketing), the Remarketing Agent
shall advise, by telephone:

         (1) the Depositary, the Property Trustee, the Indenture Trustee, the
     Trust and the Company of the Reset Rate determined in the Remarketing and
     the number of Remarketed Trust Preferred Securities sold in the
     Remarketing;

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         (2) each purchaser (or the Depositary Participant thereof) of
     Remarketed Trust Preferred Securities of the Reset Rate and the number of
     Remarketed Trust Preferred Securities such purchaser is to purchase; and

         (3) each purchaser to give instructions to its Depositary Participant
     to pay the purchase price on the Purchase Contract Settlement Date in same
     day funds against delivery of the Remarketed Trust Preferred Securities
     purchased through the facilities of the Depositary.

     (g) It is understood and agreed that the Remarketing Agent shall not have
any obligation whatsoever to purchase any Trust Preferred Securities, whether in
the Remarketing or otherwise, and shall in no way be obligated to provide funds
to make payment upon tender of Remarketed Trust Preferred Securities for
Remarketing or to otherwise expend or risk its own funds or incur or to be
exposed to financial liability in the performance of its duties under this
Agreement, and without limitation of the foregoing, the Remarketing Agent shall
not be deemed an underwriter of the Remarketed Trust Preferred Securities. None
of the Trust, any Trustee, the Company or the Remarketing Agent shall be
obligated in any case to provide funds to make payment upon tender of the
Remarketed Trust Preferred Securities for Remarketing.

     Section 3.  Representations and Warranties of the Company and the Trust.

     The Company and the Trust jointly and severally represent and warrant  (i)
on and as of the date any Remarketing Materials are first distributed in
connection with the Remarketing (the "COMMENCEMENT DATE"), (ii) on and as of the
Remarketing Date, and (iii) on and as of the Purchase Contract Settlement Date,
that:

     (a) Each of the representations and warranties of the Company and the Trust
as set forth in Sections 4(d)- (gg) of the Underwriting Agreement dated as of
___________, 2001 (the "UNDERWRITING AGREEMENT") among the Company, the Trust
and the Underwriters identified in Schedule I thereto, is true and correct as if
made on each of the dates specified above; provided that, for purposes of this
Section 3(a), any reference in such sections of the Underwriting Agreement to
(i) the "Registration Statement" or the "Prospectus" shall be deemed to refer to
such terms as defined herein and (ii) the "Closing Date" or the "Additional
Closing Date" shall be deemed to refer to the Remarketing Date as defined
herein.

     (b) The Registration Statement, if any, in the form heretofore delivered or
to be delivered to the Remarketing Agent, has been declared effective by the
Commission in such form; and no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceeding for that purpose has
been initiated or threatened by the Commission.

     (c) The documents incorporated by reference in the Prospectus, when they
were filed with the Commission, conformed in all material respects to the
requirements of the Exchange Act and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; and any further documents so filed and
incorporated by reference in the Prospectus or any further amendment or
supplement thereto, when such

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documents are filed with the Commission, will conform in all material respects
to the requirements of the Exchange Act and the rules and regulations of the
Commission thereunder, and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading.

     (d) The Registration Statement, if any, conforms (and the Prospectus and
any further amendments or supplements to the Registration Statement or the
Prospectus, when they become effective or are filed with the Commission, as the
case may be, will conform) in all material respects to the requirements of the
Securities Act and the rules and regulations promulgated thereunder, and the
Registration Statement and the Remarketing Materials (and any amendment or
supplement thereto) as of their respective effective or filing dates and as of
the Commencement Date, Remarketing Date and Purchase Contract Settlement Date do
not and will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided that no representation and warranty
is made as to any statement of eligibility on Form T-1 filed or incorporated by
reference as part of the Registration Statement.

     (e) This Agreement has been duly authorized, executed and delivered by each
of the Company and the Trust.

     Section 4.  Fees.

     For the performance of its services as Remarketing Agent hereunder, the
Remarketing Agent shall retain from the proceeds of the Remarketing an amount
equal to .25% of the $25 Stated Amount of all Remarketed Trust Preferred
Securities.

     Section 5.  Covenants of the Company.

     The Company covenants and agrees as follows:

     (a) If and to the extent the Remarketed Trust Preferred Securities are
required (in the view of counsel, which need not be in the form of a written
opinion, for either the Remarketing Agent or the Company) to be registered under
the Securities Act as in effect at the time of the Remarketing,

         (1) to prepare the Registration Statement and the Prospectus, in a form
     approved by the Remarketing Agent, to file any such Prospectus pursuant to
     the Securities Act within the period required by the Securities Act and the
     rules and regulations thereunder and to use its reasonable efforts to cause
     the Registration Statement to be declared effective by the Commission prior
     to the third Business Day immediately preceding the Remarketing Date;

         (2) to file promptly with the Commission any amendment to the
     Registration Statement or the Prospectus or any supplement to the
     Prospectus that may, in the

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     reasonable judgment of the Company or the Remarketing Agent, be required by
     the Securities Act or requested by the Commission;

         (3) to advise the Remarketing Agent, promptly after it receives notice
     thereof, of the time when any amendment to the Registration Statement has
     been filed or becomes effective or any supplement to the Prospectus or any
     amended Prospectus has been filed and to furnish the Remarketing Agent with
     copies thereof;

         (4) to file promptly all reports and any definitive proxy or
     information statements required to be filed by the Company with the
     Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
     Act subsequent to the date of the Prospectus and for so long as the
     delivery of a Prospectus is required in connection with the offering or
     sale of the Remarketed Trust Preferred Securities; and

         (5) to advise the Remarketing Agent, promptly after it receives notice
     thereof, of the issuance by the Commission of any stop order or of any
     order preventing or suspending the use of the Prospectus, of the suspension
     of the qualification of any of the Remarketed Trust Preferred Securities
     for offering or sale in any jurisdiction, of the initiation or threatening
     of any proceeding for any such purpose, or of any request by the Commission
     for the amending or supplementing of the Registration Statement or the
     Prospectus or for additional information, and, in the event of the issuance
     of any stop order or of any order preventing or suspending the use of any
     Prospectus or suspending any such qualification, to use promptly its best
     efforts to obtain its withdrawal.

         (6) to furnish promptly to the Remarketing Agent such copies of the
     following documents as the Remarketing Agent shall reasonably request: (A)
     conformed copies of the Registration Statement as originally filed with the
     Commission and each amendment thereto (in each case excluding exhibits);
     (B) the Preliminary Prospectus and any amended or supplemented Preliminary
     Prospectus, (C) the Prospectus and any amended or supplemented Prospectus;
     and (D) any document incorporated by reference in the Prospectus (excluding
     exhibits thereto); and, if at any time when delivery of a prospectus is
     required in connection with the Remarketing, any event shall have occurred
     as a result of which the Prospectus as then amended or supplemented would
     include any untrue statement of a material fact or omit to state any
     material fact necessary in order to make the statements therein, in the
     light of the circumstances under which they were made when such Prospectus
     is delivered, not misleading, or if for any other reason it shall be
     necessary during such same period to amend or supplement the Prospectus or
     to file under the Exchange Act any document incorporated by reference in
     the Prospectus in order to comply with the Securities Act or the Exchange
     Act, to notify the Remarketing Agent and, upon its request, to file such
     document and to prepare and furnish without charge to the Remarketing Agent
     and to any dealer in securities as many copies as the Remarketing Agent may
     from time to time reasonably request of an amended or supplemented
     Prospectus which will correct such statement or omission or effect such
     compliance.

         (7) prior to filing with the Commission (A) any amendment to the
     Registration Statement or supplement to the Prospectus or (B) any
     Prospectus pursuant to

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     Rule 424 under the Securities Act, to furnish a copy thereof to the
     Remarketing Agent and counsel to the Remarketing Agent; and not to file any
     such amendment or supplement which shall be reasonably disapproved by the
     Remarketing Agent promptly after reasonable notice.

         (8) as soon as practicable, but in any event not later than eighteen
     months, after the effective date of the Registration Statement, to make
     "generally available to its security holders" an "earnings statement" of
     the Company and its subsidiaries complying with (which need not be audited)
     Section 11(a) of the Securities Act and the rules and regulations
     thereunder (including, at the option of the Company, Rule 158). The terms
     "GENERALLY AVAILABLE TO ITS SECURITY HOLDERS" and "EARNINGS STATEMENT"
     shall have the meanings set forth in Rule 158.

         (9) to take such action as the Remarketing Agent may reasonably request
     in order to qualify the Remarketed Trust Preferred Securities for offer and
     sale under the securities or "blue sky" laws of such jurisdictions as the
     Remarketing Agent may reasonably request; provided that in no event shall
     the Company be required to qualify as a foreign corporation or to file a
     general consent to service of process in any jurisdiction.

     (b) To pay: (1) the costs incident to the preparation and printing of the
Registration Statement, Prospectus and any other Remarketing Materials and any
amendments or supplements thereto; (2) the costs of distributing the
Registration Statement, Prospectus and any other Remarketing Materials and any
amendments or supplements thereto; (3) the fees and expenses of qualifying the
Remarketed Trust Preferred Securities under the securities laws of the several
jurisdictions as provided in Section 5(a)(9) and of preparing, printing and
distributing a Blue Sky Memorandum (including related fees and expenses of
counsel to the Remarketing Agent); (4) all other costs and expenses incident to
the performance of the obligations of the Company, hereunder; and (5) the
reasonable fees and expenses of counsel to the Remarketing Agent in connection
with their duties hereunder.

     (c) To furnish the Remarketing Agent with such information and documents as
the Remarketing Agent may reasonably request in connection with the transactions
contemplated hereby, and to make reasonably available to the Remarketing Agent
and any accountant, attorney or other advisor retained by the Remarketing Agent
such information that parties would customarily require in connection with a due
diligence investigation conducted in accordance with applicable securities laws
and to cause the Company's officers, directors, employees and accountants to
participate in all such discussions and to supply all such information
reasonably requested by any such Person in connection with such investigation.

     Section 6.  Conditions to the Remarketing Agent's Obligations.

     The obligations of the Remarketing Agent hereunder are subject to the
following conditions:

     (a) The Remarketed Trust Preferred Securities tendered or deemed to be
tendered for remarketing have not been called for redemption.

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     (b) The Remarketing Agent is able to find a purchaser or purchasers for the
Remarketed Trust Preferred Securities.

     (c) No Trust Enforcement Event (as defined in the Declaration) shall have
occurred and be continuing.

     (d) The Prospectus, if any, shall have been timely filed with the
Commission; no stop order suspending the effectiveness of the Registration
Statement, if any, or any part thereof or suspending the qualification of the
Indenture shall have been issued and no proceeding for that purpose shall have
been initiated or threatened by the Commission; and any request of the
Commission for inclusion of additional information in the Registration Statement
or the Prospectus or otherwise shall have been complied with.

     (e) (1) Trading generally shall not have been suspended or materially
limited on or by, as the case may be, any of the New York Stock Exchange, the
American Stock Exchange or the National Association of Securities Dealers, Inc.,
(2) trading of any securities of the Company shall not have been suspended on
any exchange or in any over-the-counter market, (3) a general moratorium on
commercial banking activities in New York shall not have been declared by either
federal or New York State authorities or (4) there shall not have occurred any
outbreak or escalation of hostilities or any change in financial markets or any
calamity or crisis that, in judgment of the Remarketing Agent, is material and
adverse and in the case of any of the events specified in clauses (1), (2), (3)
and (4), such event, singly or together with any other such event, makes it, in
the judgment of the Remarketing Agent, impracticable to proceed with the
Remarketing.

     (f) The representations and warranties of the Company contained herein
shall be true and correct in all material respects on and as of the Remarketing
Date, and the Company, the Purchase Contract Agent, the Collateral Agent, the
Trust and the Trustees shall have performed in all material respects all
covenants and agreements herein contained to be performed on their part at or
prior to the Remarketing Date.

     (g) The Company shall have furnished to the Remarketing Agent a
certificate, dated the Remarketing Date, of the Chief Executive Officer and the
Treasurer satisfactory to the Remarketing Agent stating that: (1) no order
suspending the effectiveness of the Registration Statement, if any, or
prohibiting the sale of the Remarketed Trust Preferred Securities is in effect,
and no proceedings for such purpose are pending before or, to the knowledge of
such officers, threatened by the Commission; (2) the representations and
warranties of the Company in Section 3 are true and correct on and as of the
Remarketing Date and the Company has performed in all material respects all
covenants and agreements contained herein to be performed on its part at or
prior to the Remarketing Date; and (3) the Registration Statement, as of its
effective date, and the Remarketing Materials, as of their respective dates, did
not contain any untrue statement of a material fact and did not omit to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading and the Prospectus did not contain any untrue
statement of material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

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     (h) On the Remarketing Date, the Remarketing Agent shall have received a
letter addressed to the Remarketing Agent and dated such date, in form and
substance satisfactory to the Remarketing Agent, of Arthur Andersen LLP,
containing statements and information of the type ordinarily included in
accountants' "comfort letters" with respect to certain financial information
contained in the Remarketing Materials, if any.

     (i) Each of (1) Mark J. Ohringer, Esq., General Counsel of the Company, and
(2) Richards, Layton & Finger, P.A., Delaware counsel to the Company and the
Trust, shall have furnished to the Remarketing Agent its opinion, addressed to
the Remarketing Agent and dated the Remarketing Date, in form and substance
reasonably satisfactory to the Remarketing Agent addressing such matters as are
set forth in such counsel's opinion furnished pursuant to Sections 5(e) and
5(f), respectively, of the Underwriting Agreement, adapted as necessary to
relate to the securities being remarketed hereunder and to the Remarketing
Materials, if any.

     (j) Katten Muchin Zavis, counsel for the Remarketing Agent, shall have
furnished to the Remarketing Agent its opinion, addressed to the Remarketing
Agent and dated the Remarketing Date, in form and substance satisfactory to the
Remarketing Agent.

     (k) Subsequent to the execution and delivery of this Agreement and prior to
the Remarketing Date, there shall not have occurred any downgrading, nor shall
any notice have been given of any intended or potential downgrading or of any
review for a possible change that does not indicate an improvement, in the
rating accorded any of the Company's securities by any "nationally recognized
statistical rating organization," as such term is defined for purposes of Rule
436(g)(2) under the Securities Act.

     (l) If at any time during the term of this Agreement, any Trust Enforcement
Event (as defined in the Declaration) has occurred and is continuing, or the
occurrence of a Trust Enforcement Event is imminent, then the obligations and
duties of the Remarketing Agent under this Agreement shall be suspended until
such Trust Enforcement Event or imminent condition has been cured or eliminated,
as the case may be. The Company and the Trust will promptly give the Remarketing
Agent notice of all Trust Enforcement Events or imminent conditions referred to
above of which the Company or the Trust is aware.

     Section 7.  Indemnification.

     (a) Each of the Company and the Trust, jointly and severally, agrees to
indemnify and hold harmless the Remarketing Agent, each affiliate of the
Remarketing Agent which assists in the Remarketing and each person, if any, who
controls the Remarketing Agent within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or any amendment thereof, any Preliminary Prospectus or the Prospectus
(as amended or supplemented if the Company shall have furnished any amendments
or supplements thereto) or any other Remarketing Materials, or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims,

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damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information relating to the
Remarketing Agent furnished to the Company in writing by the Remarketing Agent
expressly for use therein; provided that the foregoing indemnity agreement with
respect to any Preliminary Prospectus shall not inure to the benefit of the
Remarketing Agent from whom the person asserting any such losses, claims,
damages or liabilities purchased Remarketed Trust Preferred Securities, or any
person controlling such Remarketing Agent, if a copy of the Prospectus (as then
amended or supplemented if the Trust and the Company shall have furnished any
amendments or supplements thereto) was not sent or given by or on behalf of such
Remarketing Agent to such person, if required by law so to have been delivered,
at or prior to the written confirmation of the sale of the Remarketed Trust
Preferred Securities to such person, and if the Prospectus (as so amended or
supplemented) would have cured the defect giving rise to such losses, claims,
damages or liabilities, unless such failure is the result of noncompliance by
the Company with Section 5(a)(6) hereof. With respect to all other matters, the
Company also agrees to indemnify the Remarketing Agent and each person, if any,
who controls the Remarketing Agent within the meaning of either Section 15 of
the Securities Act or Section 20 of the Exchange Act, from and against any and
all losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) to which the Remarketing Agent, or any
person controlling such Remarketing Agent, may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based on this
Agreement, the Transaction Documents, the transactions contemplated hereby and
thereby, or any actions or inactions on behalf of the Remarketing Agent, or any
person controlling such Remarketing Agent, in connection therewith; provided,
however, that the Company shall not be liable for indemnification or otherwise
for any such loss, claim, damage or liability to the extent arising from gross
negligence or willful misconduct of the Remarketing Agent.

     (b) The Remarketing Agent agrees to indemnify and hold harmless the
Company, the directors of the Company, the officers of the Company who signed
the Registration Statement, the Trustees and each person, if any, who controls
the Company or the Trust within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or any amendment thereof, any Preliminary Prospectus or the Prospectus
(as amended or supplemented if the Company shall have furnished any amendments
or supplements thereto) or any other Remarketing Materials, or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, but
only with reference to information relating to such Remarketing Agent furnished
to the Company in writing by the Remarketing Agent expressly for the use in the
Registration Statement, any Preliminary Prospectus, the Prospectus or any
amendments or supplements thereto.

     (c) In case any proceeding (including any governmental investigation) shall
be instituted involving any person in respect of which indemnity may be sought
pursuant to Section 7(a)or 7(b), such person (the "INDEMNIFIED PARTY") shall
promptly notify the person

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against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing
and the indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related to
such proceeding. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless (i) the indemnifying party
and the indemnified party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party
and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood
that the indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for (i) the fees and expenses of more than one
separate firm (in addition to any local counsel) for the Remarketing Agent and
all persons, if any, who control the Remarketing Agent within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act and
(ii) the fees and expenses of more than one separate firm (in addition to any
local counsel) for the Company, its directors, its officers who sign the
Registration Statement and each person, if any, who controls the Company within
the meaning of either such Section, and that all such fees and expenses shall be
reimbursed as they are incurred. In the case of any such separate firm for the
Remarketing Agent and such control persons of the Remarketing Agent, such firm
shall be designated in writing by the Remarketing Agent. In the case of any such
separate firm for the Company, and such directors, officers and control persons
of the Company, such firm shall be designated in writing by the Company. The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested the indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by the second and third sentences of this paragraph, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 30
days after receipt by such indemnifying party of the aforesaid request and (ii)
such indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding.

     Section 8.  Contribution.

     (a) To the extent the indemnification provided for in Section 7(a) or 7(b)
is unavailable to an indemnified party or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each indemnifying party
under such subsections, in lieu of indemnifying such indemnified party
thereunder, shall contribute to the amount paid or payable

                                       11
<PAGE>

by such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party or parties on the other hand from the Remarketing or (ii) if
the allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the indemnifying
party or parties on the one hand and of the indemnified party or parties on the
other hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Trust on
the one hand and the Remarketing Agent on the other hand in connection with the
Remarketing shall be deemed to be in the same respective proportions as the
total stated liquidation amount of Remarketed Trust Preferred Securities less
the fee paid to the Remarketing Agent on the one hand and the fee paid to the
Remarketing Agent on the other hand bear to the total principal amount of the
Remarketed Trust Preferred Securities. The relative fault of the Company on the
one hand and the Remarketing Agent on the other hand shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Remarketing Agent and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.

     (b) The Company, the Trust and the Remarketing Agent agree that it would
not be just or equitable if contribution pursuant to this Section 8 were
determined by pro rata allocation or by any other method of allocation that does
not take account of the equitable considerations referred to in Section 8(a).
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 8, the Remarketing Agent shall
not be required to contribute any amount in excess of the amount by which the
fees received by it under Section 4 exceed the amount of any damages that the
Remarketing Agent has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in
Section 7 and this Section 8 are not exclusive and shall not limit any rights or
remedies which may otherwise be available to any indemnified party at law or in
equity.

     (c) The indemnity and contribution provisions contained in Section 7 and
this Section 8 and the representations, warranties and other statements of the
Company and the Trust contained in this Agreement shall remain operative and in
full force and effect regardless of any termination of this Agreement, any
investigation made by or on behalf of the Remarketing Agent or any person
controlling the Remarketing Agent, or the Company, its officers or directors or
any person controlling the Company and the completion of the Remarketing.

                                       12
<PAGE>

     Section 9.  Resignation and Removal of the Remarketing Agent.

     The Remarketing Agent may resign and be discharged from its duties and
obligations hereunder, and the Company or the Trust may remove the Remarketing
Agent, by giving 60 days' prior written notice, in the case of a resignation, to
the Company, the Depositary, the Property Trustee, the Trust and the Indenture
Trustee and, in the case of a removal, the removed Remarketing Agent, the
Depositary, the Property Trustee, the Trust and the Indenture Trustee; provided,
however, that:

     (a)  the Remarketing Agent may not resign without reasonable cause; and

     (b) no such resignation nor any such removal shall become effective until
the Company shall have appointed at least one nationally recognized broker-
dealer as successor Remarketing Agent and such successor Remarketing Agent shall
have entered into a remarketing agreement with the Company and the Trust, in
which it shall have agreed to conduct the Remarketing in accordance with the
Remarketing Procedures in all material respects.

In any such case, the Company will use its reasonable efforts to appoint a
successor Remarketing Agent and enter into such a remarketing agreement with
such person as soon as reasonably practicable.  The provisions of Section 7 and
Section 8 shall survive the termination of this agreement and shall survive the
resignation or removal of any Remarketing Agent pursuant to this Agreement.

     Section 10.  Dealing in the Remarketed Trust Preferred Securities.

     The Remarketing Agent, when acting as a Remarketing Agent or in its
individual or any other capacity, may, to the extent permitted by law, buy,
sell, hold and deal in any of the Remarketed Trust Preferred Securities.  The
Remarketing Agent may exercise any vote or join in any action which any
beneficial owner of Remarketed Trust Preferred Securities may be entitled to
exercise or take pursuant to the Declaration with like effect as if it did not
act in any capacity hereunder.  The Remarketing Agent, in its individual
capacity, either as principal or agent, may also engage in or have an interest
in any financial or other transaction with the Company as freely as if it did
not act in any capacity hereunder.

     Section 11.  Remarketing Agent's Performance; Duty of Care.

     The duties and obligations of the Remarketing Agent shall be determined
solely by the express provisions of this Agreement and the Transaction
Documents.  No implied covenants or obligations of or against the Remarketing
Agent shall be read into this Agreement or any of the Transaction Documents.  In
the absence of bad faith on the part of the Remarketing Agent, the Remarketing
Agent may conclusively rely upon any document furnished to it, as to the truth
of the statements expressed in any of such documents.  The Remarketing Agent
shall be protected in acting upon any document or communication reasonably
believed by it to have been signed, presented or made by the proper party or
parties except as otherwise set forth herein.  The Remarketing Agent, acting
under this Agreement, shall incur no liability to the Company, the Trust or to
any holder of Remarketed Trust Preferred Securities in its individual capacity
or as

                                       13
<PAGE>

Remarketing Agent for any action or failure to act, on its part in connection
with a Remarketing or otherwise, except if such liability is judicially
determined to have resulted from its failure to comply with the material terms
of this Agreement or the gross negligence or willful misconduct on its part. The
provisions of this Section 11 shall survive the termination of this Agreement
and shall survive the resignation or removal of any Remarketing Agent pursuant
to this Agreement.

     Section 12.  Termination.

     This Agreement shall automatically terminate as to the Remarketing Agent on
the effective date of the resignation or removal of the Remarketing Agent
pursuant to Section 9.  If this Agreement is terminated pursuant to any of the
other provisions hereof, except as otherwise provided herein, the Company shall
not be under any liability to the Remarketing Agent and the Remarketing Agent
shall not be under any liability to the Company, except that if this Agreement
is terminated by the Remarketing Agent because of any failure or refusal on the
part of the Company to comply with the terms or to fulfill any of the conditions
of this Agreement, the Company will reimburse the Remarking Agent for all of its
out-of-pocket expenses (including the fees and disbursements of its counsel)
reasonably incurred by it.  Section 7, Section 8 and Section 11 hereof shall
survive the termination of this Agreement or the resignation or removal of the
Remarketing Agent.

     Section 13.  Notices.

     All statements, requests, notices and agreements hereunder shall be in
writing, and:

     (a) if to the Remarketing Agent, shall be delivered or sent by mail, telex
or facsimile transmission to J.P. Morgan Securities Inc., 60 Wall Street, New
York, New York 10260, Attention: Syndicate Department (fax: 212-483-2323);

     (b) if to the Company, shall be delivered or sent by mail, telex or
facsimile transmission to Heller Financial, Inc., 500 West Monroe Street,
Chicago, Illinois 60661, Attention: Treasurer (Fax: 312-441-7586), with a copy
to the same address, Attention: General Counsel (Fax: 312-441-7456); and

     (c) if to the Trust, shall be delivered or sent by mail, telex or facsimile
transmission to HFI Trust I, c/o Heller Financial, Inc., 500 West Monroe Street,
Chicago, Illinois 60661, Attention: Treasurer (Fax: 312-441-7586) , with a copy
to the same address, Attention: General Counsel (Fax: 312-441-7456).

Any such statements, requests, notices or agreements shall take effect at the
time of receipt thereof.

Section 14.  Persons Entitled to Benefit of Agreement.

     This Agreement shall inure to the benefit of and be binding upon the
Remarketing Agent, the Company, the Trust and their respective successors.  This
Agreement and the terms and provisions hereof are for the sole benefit of only
those persons, except that (x) the

                                       14
<PAGE>

representations, warranties, indemnities and agreements of the Company and the
Trust contained in this Agreement shall also be deemed to be for the benefit of
the Remarketing Agent and the person or persons, if any, who control the
Remarketing Agent within the meaning of Section 15 of the Securities Act and (y)
the indemnity agreement of the Remarketing Agent contained in Section 7(b) of
this Agreement shall be deemed to be for the benefit of the Company's and the
Trust's directors, officers and Trustees who sign the Registration Statement and
any person controlling the Company or the Trust within the meaning of Section 15
of the Securities Act. Nothing contained in this Agreement is intended or shall
be construed to give any person, other than the persons referred to herein, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision contained herein.

     Section 15.  Survival.

     The respective indemnities, representations, warranties and agreements of
the Company, the Trust and the Remarketing Agent contained in this Agreement or
made by or on behalf of them, respectively, pursuant to this Agreement, shall
survive the Remarketing and shall remain in full force and effect, regardless of
any investigation made by or on behalf of any of them or any person controlling
any of them.

     Section 16.  Governing Law.

     This Agreement shall be governed by, and construed in accordance with, the
laws of New York, without regard to conflicts of laws principles.

     Section 17.  Counterparts.

     This Agreement may be executed in one or more counterparts and, if executed
in more than one counterpart, the executed counterparts shall each be deemed to
be an original but all such counterparts shall together constitute one and the
same instrument.

     Section 18.  Headings.

     The headings herein are inserted for convenience of reference only and are
not intended to be part of, or to affect the meaning or interpretation of, this
Agreement.

     Section 19.  Severability.

     If any provision of this Agreement shall be held or deemed to be or shall,
in fact, be invalid, inoperative or unenforceable as applied in any particular
case in any or all jurisdictions because it conflicts with any provisions of any
constitution, statute, rule or public policy or for any other reason, then, to
the extent permitted by law, such circumstances shall not have the effect of
rendering the provision in question invalid, inoperative or unenforceable in any
other case, circumstance or jurisdiction, or of rendering any other provision or
provisions of this Agreement invalid, inoperative or unenforceable to any extent
whatsoever.

                                       15
<PAGE>

     Section 20.  Amendments.

     This Agreement may be amended by an instrument in writing signed by the
parties hereto.  The Company agrees that it will not enter into, cause or permit
any amendment or modification of the Transaction Documents or any other
instruments or agreements relating to the Trust Preferred Securities, the
Subordinated Deferrable Notes, the MEDS Units or Treasury MEDS Units which would
in any way affect the rights, duties and obligations of the Remarketing Agent,
without the prior written consent of the Remarketing Agent.

     Section 21.  Successors and Assigns.

     The rights and obligations of the Company hereunder may not be assigned or
delegated to any other Person without the prior written consent of the
Remarketing Agent.  The rights and obligations of the Remarketing Agent
hereunder may not be assigned or delegated to any other Person (other than an
affiliate of the Remarketing Agent) without the prior written consent of the
Company.

If the foregoing correctly sets forth the agreement between the Company, the
Trust and the Remarketing Agent, please indicate your acceptance in the space
provided for that purpose below.


                       [SIGNATURES ON THE FOLLOWING PAGE]

                                       16
<PAGE>

                              Very truly yours,

                              HELLER FINANCIAL, INC.


                              By:
                                 ----------------------------------
                                  Name:
                                  Title:



                              HFI TRUST I

                              By:  Heller Financial, Inc.,
                                   as Sponsor


                                   By:
                                      -----------------------------
                                      Name:
                                      Title:


Accepted:

J.P. MORGAN SECURITIES INC.


By:
   ---------------------------------
   Name:
   Title:

                                       17