Exhibit 4.3


 


SECOND AMENDMENT


 


to the


 


AMENDED AND RESTATED RIGHTS AGREEMENT


 


between


 


HPSC, INC.


 


and


 


EQUISERVE TRUST COMPANY, N.A., as
successor to BANKBOSTON, N.A.


 


This Second Amendment to
the Amended and Restated Rights Agreement (the “Amendment”) is made and entered
into as of November 12, 2003 between HPSC, INC., a Delaware corporation
(the “Company”), and EQUISERVE TRUST COMPANY, N.A., as successor to BankBoston,
N.A., c/o EquiServe, Inc., as Rights Agent (the “Rights Agent”).


 


RECITALS


 


WHEREAS, the Company and
the Rights Agent entered into the Amended and Restated Rights Agreement dated
as of September 16, 1999 (the “Rights Agreement”);


 


WHEREAS, the Company
entered into the First Amendment to the Amended and Restated Rights Agreement
on August 13, 2003, whereby the Final Expiration Date of the Rights was
extended to August 13, 2013, and the Exercise Price was increased to $40;


 


WHEREAS, Section 27
of the Rights Agreement provides that, for so long as the Rights are
redeemable, the Company may in its sole and absolute discretion supplement or
amend any provision of the Rights Agreement without the approval of any holders
of the Rights;


 


WHEREAS, the Company,
General Electric Company, a New York corporation (“GE”) and Patriot HFS, Inc.,
a Delaware corporation and a wholly-owned subsidiary of GE (“Merger Sub”) have
entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant
to which, among other things, Merger Sub will merge with and into the Company
(the “Merger”) and the outstanding shares of Common Stock of the Company will
be converted into shares of Common Stock of GE, upon the terms and subject to
the conditions of the Merger Agreement;


 


WHEREAS, concurrent with
the Merger Agreement, GE, Merger Sub and certain stockholders of the Company
entered into a Voting Agreement (the “Voting Agreement Stockholders”) pursuant
to which, among other things, the Voting Agreement Stockholders will vote in
favor of the Merger;


 

















 


WHEREAS, on
November 12, 2003, the Board of Directors of the Company resolved to amend
the Rights Agreement to exempt the Merger, the Merger Agreement, the Voting
Agreements and the other transactions specifically contemplated thereby from
the application of the Rights Agreement, and to otherwise modify the terms of the
Rights Agreement as set forth herein; and


 


WHEREAS, the Company
intends to modify the terms of the Rights Agreement in certain respects as set
forth herein, and in connection therewith, is entering into this Amendment and
is directing the Rights Agent to enter into this Amendment.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:


 


1.               Capitalized
Terms. All capitalized terms used but not defined herein shall have the
meaning assigned thereto in the Rights Agreements.


 


2.               Amendments.


 


(a)                                  Section 1
of the Rights Agreement is hereby amended to add the following definition as
subsection (j) thereof and to renumber the subsequent defined terms:


 


“Effective Time” means
the date and time as the Certificate of Merger is duly filed with the Secretary
of State of the State of Delaware, or at such subsequent time as Parent and the
Company shall agree and specify in the Certificate of Merger (as each of the
terms “Certificate of Merger” and “Parent” are defined in the Merger
Agreement).”


 


(b)                                 Section 1  of
the Rights Agreement is hereby amended to add the following text at the end
thereof:


 


“Notwithstanding
anything in this Rights Agreement to the contrary, neither Parent nor Merger
Sub nor any of their Affiliates or Associates, nor any of the Stockholders (as
each of the terms “Parent”, “Merger Sub” and “Stockholders” is defined in the
Agreement and Plan of Merger, dated as of November 12, 2003 (the “Merger
Agreement”), by and among the Parent, the Merger Sub, and the Company) shall
become an Acquiring Person, either individually or collectively, and no
Distribution Date or Share Acquisition Date shall occur, in each case solely by
virtue of (i) the announcement of the Merger (as defined in the Merger
Agreement), (ii) the acquisition of Common Stock pursuant to the Merger or the
Merger Agreement, (iii) the execution of the Merger Agreement or the Voting
Agreements (as defined in the Merger Agreement), or (iv) the consummation of
the Merger or the other transactions contemplated by the Merger Agreement.”


 


(c)                                  Section 7(a)(iii)
of the Rights Agreement is amended by deleting the “or” immediately preceding
it, and adding the following after “hereof”:


 


2

















 


“, or (iv) immediately
prior to the Effective Time”


 


3.               Effective Date.
This Amendment shall become effective as of the date first above written.


 


4.               Effect of
Amendment.  Except as expressly
provided herein, the Rights Agreement shall be and remain in full force and
effect in accordance with the provisions thereof on the date hereof.


 


5.               Governing Law.  This Amendment shall be governed by,
construed and enforced in accordance with the laws of the State of Delaware,
without reference to the conflicts or choice of law provisions thereof.


 


6.               Counterparts.  This Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.


 


7.               Certification.  The undersigned officer of the Company,
being an appropriate officer of the Company and authorized to do so by
resolution of the Board of Directors of the Company duly adopted and approved
at a meeting held November 11, 2003, hereby certifies to the Rights Agent
that this amendment is in compliance with Section 27 of the Rights
Agreement.


 


3

















 


IN WITNESS WHEREOF, the
Company and the Rights Agent have caused this Amendment to be duly executed as
of the day first above written.


 


	
   

  	
  HPSC, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John W.
  Everets

  	
   

  
	
   

  	
   

  	
  Name: John W. Everets

  
	
   

  	
   

  	
  Title: Chairman and CEO

  
	
  Acknowledged by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EQUISERVE TRUST
  COMPANY, N.A., as

  	
   

  	
   

  
	
  successor to
  BankBoston, N.A

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ Margaret
  Prentice

  	
   

  	
   

  	
   

  
	
   

  	
  Name:  Margaret Prentice

  	
   

  	
   

  
	
   

  	
  Title:  Managing Director