ex4_3.htm


     

    

      Exhibit
4.3

      


      AMENDMENT
NO. 2 TO THE


       

      RIGHTS
AGREEMENT


       

      OF
ANADIGICS, INC.

       

      This
Amendment No. 2 (the “Amendment”) to the Rights Agreement dated as of December
17, 1998 as amended by Amendment No. 1 as of November 30, 2000 (the “Rights
Agreement”) between ANADIGICS, INC., a Delaware corporation (the “Company”), and
Mellon Investor Services LLC (f/k/a ChaseMellon Shareholder Services, L.L.C.), a
New Jersey limited liability company, as Rights Agent, is entered into as of
October 2,
2008.  Unless the context indicates otherwise, capitalized
terms used without definition herein shall have the meanings ascribed to such
terms in the Rights Agreement.

       

      W I T N E
S S E T H :

       

      WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
desires to amend the Rights Agreement as set forth in this
Amendment;

       

      NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set
forth, the parties hereby agree as follows:

       

      Section
1.  Amendment of Section
1.

       

      (a)           Paragraph
(g) of Section 1 of the Rights Agreement is hereby amended and restated in its
entirety to read as follows:

       

       “(g)
“Business Day” shall mean any day other than a Saturday, Sunday, or a day on
which banking institutions in the State of New York or the State of New Jersey
are authorized or obligated by law or executive order to close.”

       

      (b)           Paragraph
(x) of Section 1 of the Rights Agreement is hereby amended and restated in its
entirety to read as follows:

       

      “(x)
“Person” shall mean any individual, firm, corporation, limited liability
company, partnership, trust or other entity.”

       

      (c)           Paragraph
(mm) of Section 1 of the Rights Agreement is hereby amended and restated in its
entirety to read as follows:

       

      “(mm)
“Subsidiary” shall mean, with reference to any Person, any Person of which an
amount of voting securities (or comparable ownership interests) sufficient to
elect at least a majority of the directors (or comparable individuals) of such
Person is beneficially owned or otherwise controlled, directly or indirectly, by
such Person.”

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      Section
2.  Amendment of Section
2.

       

      (a)           Section
2 of the Rights Agreement is hereby amended by inserting the phrase “the acts or
omissions of any” after the phrase “supervise or in any way be liable
for”.

       

      Section
3.  Amendment of Section
3

       

      (a)           Paragraph
(a) of Section 3 of the Rights Agreement is hereby amended by inserting the
phrase “all necessary information and” after the phrase “after receipt by the
Rights Agent of”.

       

      (b)           Paragraph
(a) of Section 3 of the Rights Agreement is hereby amended by inserting the
following after the last sentence thereof: 

       

      “The
Company shall promptly notify the Rights Agent in writing upon the occurrence of
a Distribution Date, and if such notification is given orally, the Company shall
confirm the same in writing on or before the Business Day next
following.  Until such notice is received by the Rights Agent, the
Rights Agent may presume conclusively that the Distribution Date has not
occurred.”

       

      (c)           Paragraph
(c) of Section 3 of the Rights Agreement is hereby amended by deleting the
phrase “affixed to them the following legend:” and substituting the phrase
“affixed to them a legend substantially in the following form:” in its
place.

       

      Section
4.  Amendment of Section
4.

       

      (a)           Paragraph
(a) of Section 4 of the Rights Agreement is hereby amended by deleting the
phrase “the duties or responsibilities of the Rights Agent” and substituting the
phrase “the rights, duties or responsibilities of the Rights Agent” in its
place.

       

      (b)           Paragraph
(b) of Section 4 of the Rights Agreement is hereby amended by deleting the
phrase “the following legend,” and substituting the phrase “a legend
substantially in the following form,” in its place.

       

      Section
5.  Amendment of Section
6.

       

      (a)           Section
6 of the Rights Agreement is hereby amended by inserting the following as the
third sentence:

       

      “The
Rights Certificates are transferable only on the registry books of the Rights
Agent.”

       

      (b)           Section
6 of the Rights Agreement is hereby amended by deleting the last sentence of the
first paragraph in its entirety and substituting therefor the
following:

       

      “The
Rights Agent shall have no duty or obligation under any Section of this
Agreement requiring the payment of taxes and/or governmental charges unless and
until it is satisfied that all such taxes and/or governmental charges have been
paid.”

       


      
        
           


        

        
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      Section
6.  Amendment of Section
7.

       

      (a)           Paragraph
(a) of Section 7 of the Rights Agreement is hereby amended and restated in its
entirety to read as follows:

       

      “(a)
Subject to Section 7(e) hereof, the registered holder of any Right Certificate
may exercise the Rights evidenced thereby (except as otherwise provided herein)
in whole or in part at any time after the Distribution Date upon surrender of
the Right Certificate, with the form of election to purchase on the reverse side
thereof duly and properly executed, to the Rights Agent at the designated office
of the Rights Agent, together with payment of the aggregate Purchase Price for
the total number of one one-thousandths of shares of Preferred Stock (or shares
of Common Stock, other securities, cash or other assets, as the case may be) as
to which the Rights are then exercisable, and an amount equal to any tax or
governmental charge required to be paid under Section 9 hereof by certified
check, cashier’s check or money order payable to the order of the Company, at or
prior to the earliest of (i) the close of business on December 17, 2018 (the
“Final Expiration Date”), (ii) the time at which the Rights are exchanged as
provided in Section 24, or (iii) the time at which the Rights are redeemed as
provided in Section 23 (such earliest date being herein referred to as the
“Expiration Date”).”

       

      Section
7.  Amendment of Section
9.

       

      (a)           Paragraph
(e) of Section 9 of the Rights Agreement is hereby amended by inserting the
phrase “or the Rights Agent’s” after the phrase “been established to the
Company’s”.

       

      Section
8.  Amendment of Section
11.

       

      (a)           Clause
(i) of paragraph (d) of Section 11 of the Rights Agreement is hereby amended by
deleting the phrase “as set forth above after the ex-dividend date” and
substituting the phrase “as set forth above after, but not including, the
ex-dividend date” in its place.

       

      Section
9.  Amendment of Section
12.

       

      (a)           Section
12 of the Rights Agreement is hereby amended and restated in its entirety to
read as follows:

       

      “Section
12. Certificate of Adjusted Purchase Price or Number of Shares. Whenever an
adjustment is made or any event affecting the Rights or their excercisability
(including, without limitation, an event which causes Rights to become null and
void) occurs as provided in Sections 11 and 13, the Company shall (a) prepare a
certificate setting forth such adjustment or describing such event, and a brief,
reasonably detailed statement of the facts, computations and methodology
accounting for such adjustment and the adjusted Purchase Price, (b) promptly
file with the Rights Agent and with each transfer agent for the Preferred Stock
and the Common Stock a copy of such certificate and (c) mail a brief summary
thereof to each holder of a Right Certificate in accordance with Section 26.
Notwithstanding the foregoing sentence, the failure of the Company to give such
notice shall not affect the validity of or the force or effect of or the
requirement for such adjustment. The Rights Agent shall be fully protected in
relying on any such certificate and on any adjustment therein contained and
shall have no duty with respect to and shall not be deemed to have knowledge of
any such adjustment unless and until it shall have received such a certificate.
Any adjustment to be

       


      
        
           


        

        
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      made
pursuant to Sections 11 and 13 of this Agreement shall be effective as of the
date of the event giving rise to such adjustment.”

       

      Section
10.  Amendment of Section
14.

       

      (a)           Paragraph
(b) of Section 14 of the Rights Agreement is hereby amended by deleting the
phrase “The Company shall not be required to issue fractions” and substituting
the phrase “Subject to this Section 14(b), the Company shall not be required to
issue fractions” in its place.

       

       (b)           Section
14 of the Rights Agreement is hereby amended by inserting the following after
paragraph (d):

       

      “(e)
Whenever a payment for fractional Rights or fractional shares is to be made by
the Rights Agent, the Company shall (i) promptly prepare and deliver to the
Rights Agent a certificate setting forth in reasonable detail the facts related
to such payment and the prices and/or formulas utilized in calculating such
payments, and (ii) provide sufficient monies to the Rights Agent in the form of
fully collected funds to make such payments. The Rights Agent shall be fully
protected in relying upon such a certificate and shall have no duty with respect
to, and shall not be deemed to have knowledge of any payment for fractional
Rights or fractional shares under any Section of this Agreement relating to the
payment of fractional Rights or fractional shares unless and until the Rights
Agent shall have received such a certificate and sufficient
monies.”

       

      Section
11.  Amendment of Section
15.

       

      (a)           Section
15 of the Rights Agreement is hereby amended by inserting the phrase “,
excepting the rights of action given to the Rights Agent under Section 18 and
Section 20 hereof,” after the phrase “All rights of action in respect of this
Agreement”.

       

      (b)           Section
15 of the Rights Agreement is hereby amended by inserting the phrase “by the
Company” after the phrase “any breach of this Agreement”.

       

      (c)           Section
15 of the Rights Agreement is hereby amended by inserting the phrase “by the
Company” after the phrase “actual or threatened violations”.

       

      (d)           Section
15 of the Rights Agreement is hereby amended by inserting the following after
the first paragraph:

       

      “Notwithstanding
anything in this Agreement to the contrary, the Rights Agent shall not have any
liability to any holder of a Right or other Person as a result of its inability
to perform any of its obligations under this Rights Agreement by reason of any
preliminary or permanent injunction or other order, judgment, decree or ruling
(whether interlocutory or final) issued by a court or by a governmental,
regulatory, self-regulatory or administrative agency or commission, or any
statute, rule, regulation or executive order promulgated or enacted by any
governmental authority, prohibiting or otherwise restraining performance of such
obligation; provided, however, that the Company shall use all reasonable efforts
to have any such injunction, order, judgment, decree or ruling lifted or
otherwise overturned as soon as possible; provided, further, that, subject to
Section 18 hereof, the Rights Agent shall take such action, at the
writ-

       


      
        
           


        

        
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      ten
direction of the Company, that the Company shall reasonably require in order to
have any such injunction, order, judgment, decree or ruling lifted or otherwise
overturned.”

       

      Section
12.  Amendment of Section
18.

       

      (a)           Section
18 of the Rights Agreement is hereby amended and restated in its entirety to
read as follows:

       

      “Section
18. Concerning the Rights Agent. The Company agrees to pay to the Rights Agent
reasonable compensation for all services rendered by it hereunder and, from time
to time, on demand of the Rights Agent, its reasonable expenses and counsel fees
and other disbursements incurred in the administration, preparation, delivery,
amendment and execution of this Agreement and the exercise and performance of
its duties hereunder. The Company also agrees to indemnify the Rights Agent for,
and to hold it harmless against, any and all loss, liability, damage, judgment,
fine, penalty, claim, demand, settlement, cost or expense (including, without
limitation, the reasonable fees and expenses of counsel), incurred without gross
negligence, bad faith or willful misconduct on the part of the Rights Agent
(which gross negligence, bad faith or willful misconduct must be determined by a
final, non-appealable order, judgment, decree or ruling of a court of competent
jurisdiction), for any action taken, suffered or omitted to be taken by the
Rights Agent in connection with the acceptance, administration, exercise and
performance of its duties under this Agreement, including, without limitation,
the costs and expenses (including, without limitation, the reasonable fees and
expenses of counsel) of defending against any claim of liability arising
therefrom, directly or indirectly. The costs and expenses incurred in enforcing
this right of indemnification shall be paid by the Company.

       

      The
Rights Agent shall be authorized and protected and shall incur no liability for,
or in respect of, any action taken, suffered or omitted by it in connection with
its acceptance and administration of this Agreement and the exercise and
performance of its duties hereunder, in reliance upon any written instruction
from the Company, Right Certificate or certificate for Common Stock or for other
securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent,
instruction, adjustment notice, certificate, statement, or other paper or
document believed by it to be genuine and to be signed, executed and, where
necessary, verified or acknowledged, by the proper Person or Persons, or
otherwise upon the advice of counsel as set forth in Section 20 hereof. The
Rights Agent shall not be deemed to have knowledge of any event of which it was
supposed to receive notice thereof hereunder, and the Rights Agent shall be
fully protected and shall incur no liability for failing to take any action in
connection therewith unless and until it has received such notice.

       

      In
addition to the foregoing, the Rights Agent shall be protected and shall incur
no liability for, or in respect of, any action taken or omitted by it in
connection with its administration of this Agreement in reliance upon (i) the
proper execution of the certification concerning beneficial ownership appended
to the Form of Assignment and the Form of Election to Purchase included as part
of Exhibit B hereto (the “Certification”), unless the Rights Agent shall have
actual knowledge that, as executed, the Certification is untrue or (ii) the
non-execution or failure to complete the Certification in-

       


      
        
           


        

        
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      cluding,
without limitation, any refusal to honor any otherwise permissible assignment or
election by reason of such non-execution or failure.

       

      The
provisions of this Section 18 and Section 20 below shall survive the termination
of this Agreement, the exercise or expiration of the Rights and the designation,
replacement or removal of the Rights Agent.”

       

      Section
13.  Amendment of Section
20.

       

      (a)           Section
20 of the Rights Agreement is hereby amended and restated in its entirety to
read as follows:

       

      “Section
20. Duties of Rights Agent. The Rights Agent undertakes only the duties and
obligations expressly imposed by this Agreement (and no implied duties or
obligations) upon the following terms and conditions, by all of which the
Company and the holders of Right Certificates, by their acceptance thereof,
shall be bound:

       

      (a)           The
Rights Agent may consult with the legal counsel (who may be legal counsel for
the Company or an employee of the Rights Agent), and the advice or opinion of
such counsel shall be full and complete authorization and protection to the
Rights Agent and the Rights Agent shall incur no liability for or in respect of,
any action taken, suffered or omitted by it in accordance with such advice or
opinion.

       

      (b)           Whenever
in the performance of its duties under this Agreement the Rights Agent shall
deem it necessary or desirable that any fact or matter (including without
limitation, the identify of any Acquiring Person and the determination of
current per share market price) be proved or established by the Company prior to
taking, suffering or omitting to take any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed) may
be deemed to be conclusively proved and established by a certificate signed by
any one of the Chairman of the Board, the President, any Vice President, the
Treasurer or the Secretary of the Company and delivered to the Rights Agent; and
such certificate shall be full and complete authorization and protection to the
Rights Agent for, and the Rights Agent shall incur no liability for or in
respect of, any action taken, suffered or omitted to be taken by it under the
provisions of this Agreement in reliance upon such certificate.

       

      (c)           The
Rights Agent shall be liable hereunder only for its own gross negligence, bad
faith or willful misconduct (which gross negligence, bad faith or willful
misconduct must be determined by a final, non-appealable order, judgment, decree
or ruling of a court of competent jurisdiction). The issuance or non-issuance of
a Right Certificate or Preferred Stock or other security issued in lieu of
Preferred Stock in accordance with instructions given to the Rights Agent by the
Company pursuant to Section 20(k) hereof or in accordance with the terms hereof
shall not constitute negligence, bad faith or willful
misconduct.  Anything to the contrary notwithstanding, in no event
shall the Rights Agent be liable for special, punitive, indirect, consequential
or incidental loss or damage of any kind whatsoever (including but not limited
to lost profits), even if the Rights Agent has been advised of the likelihood of
such loss or damage.  Any liability of the Rights Agent under this
Rights Agreement will be limited to the amount of annual fees paid by the
Company to the Rights Agent.

       


      
        
           


        

        
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      (d)           The
Rights Agent shall not be liable for or by reason of any of the statements of
fact or recitals contained in this Agreement or in the Right Certificates
(except its countersignature thereof) or be required to verify the same, but all
such statements and recitals are and shall be deemed to have been made by the
Company only.

       

      (e)           The
Rights Agent shall not be under any liability or responsibility in respect of
the validity of this Agreement or the execution and delivery hereof (except the
due execution hereof by the Rights Agent) or in respect of the validity or
execution of any Right Certificate (except its countersignature thereof); nor
shall it be responsible for any breach by the Company of any covenant or
condition contained in this Agreement or in any Right Certificate; nor shall it
be responsible for any adjustment required under the provisions of Sections 11
or 13 or responsible for the manner, method or amount of any such adjustment or
the ascertaining of the existence of facts that would require any such
adjustment (except with respect to the exercise of Rights evidenced by Right
Certificates after actual notice of any such adjustment, upon which the Rights
Agent may rely); nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares
of Preferred Stock or Common Stock to be issued pursuant to this Agreement or
any Right Certificate or as to whether any shares of Preferred Stock or Common
Stock will, when issued, be validly authorized and issued, fully paid and
nonassessable.

       

      (f)       The
Company agrees that it will perform, execute, acknowledge and deliver or cause
to be performed, executed, acknowledged and delivered all such further and other
acts, instruments and assurances as may reasonably be required by the Rights
Agent for the carrying out or performing by the Rights Agent of the provisions
of this Agreement.

       

      (g)           The
Rights Agent is hereby authorized and directed to accept instructions with
respect to the performance of its duties hereunder from any one of the Chairman
of the Board, the Chief Executive Officer, the President, any Vice President,
the Secretary or the Treasurer of the Company, and to apply to such officers for
advice or instructions in connection with its duties, and such instructions
shall be full authorization and protection to the Rights Agent, and the Rights
Agent shall incur no liability for or in respect of any action taken, suffered
or omitted by it in accordance with instructions of any such officer or for any
delay in acting while waiting for those instructions.  The Rights
Agent shall be fully authorized and protected in relying upon the most recent
instructions received by any such officer.  Any application by the
Rights Agent for written instructions from the Company may, at the option of the
Rights Agent, set forth in writing any action proposed to be taken, suffered or
omitted to be taken by the Rights Agent under this Rights Agreement and the date
on and/or after which such action shall be taken or suffered or such omission
shall be effective.  Subject to Section 20(c) hereof, the Rights
Agent shall not be liable for any action taken or suffered by or omission of,
the Rights Agent in accordance with a proposal included in any such application
on or after the date specified in such application (which date shall not be less
than five Business Days after the date any officer of the Company actually
receives such application, unless any such officer shall have consented in
writing to an earlier date) unless, prior to taking any such action (or the
effective date in the case of an omission), the Rights Agent shall have received
written instructions in response to such application specifying the action to be
taken, suffered or omitted to be taken.

       


      
        
           


        

        
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      (h)           The
Rights Agent and any shareholder, director, affiliate, officer or employee of
the Rights Agent may buy, sell or deal in any of the Rights or other securities
of the Company or become pecuniarily interested in any transaction in which the
Company may be interested, or contract with or lend money to the Company or
otherwise act as fully and freely as though the Rights Agent were not Rights
Agent under this Agreement. Nothing herein shall preclude the Rights Agent from
acting in any other capacity for the Company or for any other
Person.

       

      (i)       The
Rights Agent may execute and exercise any of the rights or powers hereby vested
in it or perform any duty hereunder either by itself (through its directors,
officers and employees) or by or through its attorneys or agents, and the Rights
Agent shall not be answerable or accountable for any act, default, neglect or
misconduct of any such attorneys or agents or for any loss to the Company or any
other Person resulting from any such act, default, neglect or misconduct, absent
gross negligence, bad faith or willful misconduct in the selection and continued
employment thereof (which gross negligence, bad faith or willful misconduct must
be determined by a final, non-appealable order, judgment, decree or ruling of a
court of competent jurisdiction).

       

      (j)       No
provision of this Agreement shall require the Rights Agent to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder or in the exercise of its rights if there shall be
reasonable grounds for believing that repayment of such funds or adequate
indemnification against such risk or liability is not reasonably assured to
it.

       

      (k)           If,
with respect to any Rights Certificate surrendered to the Rights Agent for
exercise or transfer, the certificate attached to the form of assignment or form
of election to purchase, as the case may be, has either not been completed or
indicates an affirmative response, the Rights Agent shall not take any further
action with respect to such requested exercise or transfer without first
consulting the Company. The Company shall give the Rights Agent prompt written
instructions as to the action to be taken regarding the Rights Certificates
involved. The Rights Agent shall not be liable for acting in accordance with
such instructions.

       

      (l)       The
Company agrees to give the Rights Agent prompt written notice of any event or
ownership which would prohibit the exercise or transfer of the Rights
Certificates.”

       

      Section
14.  Amendment of Section
21.

       

      (a)           Section
21 of the Rights Agreement is hereby amended by inserting the phrase “known to
the Rights Agent, as applicable,” after the phrase “and, at the Company’s
expense, to the holders of the Right Certificates”.

       

      (b)           Section
21 of the Rights Agreement is hereby amended by deleting the fifth sentence in
its entirety and substituting therefor the following:

       

      “Any
successor Rights Agent, whether appointed by the Company or by such a court,
shall be (i) a Person organized and doing business under the laws of the United
States or any state thereof, in good standing, which is authorized under such
laws to exercise corporate trust or stock transfer powers and is subject to
supervision or examination by federal or state authority and which has at the
time of its appointment as Rights

       


      
        
           


        

        
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      Agent a
combined capital and surplus of at least $25 million or (ii) an Affiliate of
such Person.”

       

      Section
15.  Amendment of Section
23.

       

      (a)           Paragraph
(b) of Section 23 of the Rights Agreement is hereby amended by inserting the
phrase “written evidence of which shall have been filed with the Rights Agent,”
after the phrase “the Company ordering the redemption of the
Rights,”.

       

      Section
16.  Amendment of Section
26.

       

      (a)           Section
26 of the Rights Agreement is hereby amended and restated in its entirety as
follows:

       

      “Section
26. Notices. Notices or demands authorized by this Agreement to be given or made
by the Rights Agent or by the holder of any Right Certificate to or on the
Company shall be sufficiently given or made if sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing with the Rights
Agent) as follows:

       

      
        	
                ANADIGICS,
      Inc.

              
	
                35
      Technology Drive

              
	
                Warren,
      New Jersey 07059

              
	
                Attention:  Secretary

              


      

      


       

      Subject
to the provisions of Section 21, any notice or demand authorized by this
Agreement to be given or made by the Company or by the holder of any Right
Certificate to or on the Rights Agent shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed (until another address is
filed in writing with the Company) as follows:

       

      
        	
                Mellon
      Investor Services LLC

              
	
                450
      West 33rd Street, 10th Floor

              
	
                New
      York, New York 10001

              
	
                Attention:  Vice
      President, Relationship Management

              
	
                with
      a copy to:

              
	
                Mellon
      Investor Services LLC

              
	
                450
      West 33rd Street, 10th Floor

              
	
                New
      York, New York 10001

              
	
                Attention:  Legal
      Department

              


      

       

      Notices
or demands authorized by this Agreement to be given or made by the Company or
the Rights Agent to the holder of any Right Certificate shall be sufficiently
given or made if sent by first-class mail, postage prepaid, addressed to such
holder at the address of such holder as shown on the registry books of the
Company.”

       


      
        
           


        

        
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      Section
17.  Amendment of Section
27.

       

      (a)           Section
27 of the Rights Agreement is hereby amended by deleting the third sentence in
its entirety and substituting therefor the following:

       

      “Upon the
delivery of a certificate from an appropriate officer of the Company which
states that the proposed supplement or amendment is in compliance with the terms
of this Section 27, and provided, such supplement or amendment does not change
or increase the Rights Agent’s rights, duties, liabilities or obligations
without the Rights Agent's written consent, the Rights Agent shall execute such
supplement or amendment.”

       

      Section
18.  Amendment of Section
29.

       

      (a)           Section
29 of the Rights Agreement is hereby amended by inserting the following as the
last sentence:

       

      “The
Rights Agent is entitled always to assume that the Board of Directors acted in
good faith and shall be fully protected and incur no liability in reliance
thereon.”

       

      Section
19.  Amendment of Section
31.

       

      (a)           Section
31 of the Rights Agreement is hereby amended by deleting the phrase “following
the date of such determination by the Board of Directors.” and substituting the
phrase “following the date of such determination by the Board of Directors; and
provided further, that if any such excluded term, provision, covenant or
restriction shall adversely affect the rights, immunities, duties or obligations
of the Rights Agent, the Rights Agent shall be entitled to resign upon two
calendar days’ written notice to the Company.”.

       

      Section
20.  Amendment of Rights
Agreement

       

      (a)           The
Rights Agreement is hereby amended so that any and all references to the
corporate name “ChaseMellon Shareholder Services, L.L.C.” are hereby deleted and
substituted therefor with the corporate name “Mellon Investor Services
LLC”.

       

      (b)           Sections
6, 7, 9 and 10 of Rights Agreement are hereby amended so that any and all
references to “charge” or “charges” are hereby deleted and substituted therefor
with “government charge” or “government charges” respectively.

       

      Section
21.  Amendment to Exhibit
B.  The form of Right Certificate set forth in Exhibit B to the
Rights Agreement shall be amended in its entirety to read as set forth in Annex
I hereto.

       

      Section
22.  Effectiveness.  This
Amendment shall be deemed effective as of the date first above written, as if
executed on such date.  Except as amended hereby, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected
hereby.

       

      Section
23.  Governing
Law.  This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State except that the
rights, duties and obligations of the Rights Agent under this Amendment shall be
governed by and construed in accordance with the laws of the State of New
York.

       


      
        
           


        

        
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      Section
24.  Counterparts.  This
Amendment may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.

       

      Section
25.  Descriptive
Headings.  Descriptive headings of the several Sections of this
Amendment are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.

       


      
        
           


        

        
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      IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

       

      
        	
                ANADIGICS,
      INC.

              
	 
	 
	
                By:     /s/ Thomas C.
      Shields        

                         
      Name:  Thomas C. Shields

                         
      Title:    Chief Financial Officer

              
	 
	 
	
                MELLON
      INVESTOR SERVICES LLC,

              
	
                as
      Rights Agent

              
	 
	 
	
                By:     /s/
      Edward Schmitt        

                           Name:
      Edward Schmitt

                          
      Title:  Assistant Vice
President

              


      


      
        
           


        

        
          -12-

          
            

          

        

        
           


        

      


      Annex
I

      “EXHIBIT
B

      


       

      [Form of
Right Certificate]

       

      
        	
                Certificate
      No. R

              	
                _______
      Rights

              


      

       

      NOT
EXERCISABLE AFTER DECEMBER 17, 2018 OR EARLIER IF NOTICE OF REDEMPTION IS
GIVEN.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
COMPANY, AT $.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES RIGHTS BENEFICIALLY OWNED BY
AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT
HOLDER MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHT
CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN
ACQUIRING PERSON OR AN ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON (AS SUCH
TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).  ACCORDINGLY, THIS RIGHT
CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE
CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT.]1

       

      ANADIGICS,
INC.

       

      Right
Certificate

       

      This
certifies that             ,
or registered assigns, is the registered owner of the number of Rights set forth
above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Rights Agreement dated as of December 17, 1998, as
amended (the “Rights Agreement”), between ANADIGICS, Inc., a Delaware
corporation (the “Company”), and Mellon Investor Services LLC (f/k/a ChaseMellon
Shareholder Services, L.L.C.), a New Jersey limited liability company (the
“Rights Agent”), to purchase from the Company at any time after the Distribution
Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.
(New York City time) on December 17, 2018 at
the designated office of the Rights Agent, or its successors as Rights Agent, in
New York, New York, one one-thousandth of a fully paid non-assessable share of
the Series A Junior Participating Preferred Stock, par value $0.01 per share
(the “Preferred Stock”), of the Company, at a purchase price of $75.00 per one
one-thousandth of a share (the “Purchase Price”), upon presentation and
surrender of this Right Certificate with the Form of Election to Purchase and
related certificate duly executed, along with a signature guarantee and such
other and further documentation as the Rights Agent may reasonably
request.  The number of Rights evidenced by this Right Certificate
(and the number of shares which may be purchased upon exercise thereof) set
forth above, and the Purchase Price per share set forth above, are the number
and Purchase Price as of December 31, 1998,
based on the Preferred Stock of the Company as constituted at such
date.

       

      

        

      

       

        
          	
                  1

                	
                  The
      portion of the legend in brackets shall be inserted only if
      applicable.

                


        

         

      


      
        
           


        

        
          -13-

          
            

          

        

        
           


        

      


      


       

      Upon the
occurrence of a Triggering Event (as such term is defined in the Rights
Agreement), if the Rights evidenced by this Right Certificate are beneficially
owned by (i) an Acquiring Person or an Affiliate or Associate of any such
Acquiring Person (as such terms are defined in the Rights Agreement),
(ii) a transferee of any such Acquiring Person, Associate or Affiliate, or
(iii) under certain circumstances specified in the Rights Agreement, a
transferee of a person who after such transfer, became an Acquiring Person, or
an Affiliate or Associate of an Acquiring Person, such Rights shall become null
and void and no holder hereof shall have any right with respect to such Rights
from and after the occurrence of such Triggering Event.

       

      As
provided in the Rights Agreement, the Purchase Price and the number and kind of
shares of Preferred Stock (or, in certain circumstances, common stock and/or
other securities) which may be purchased upon the exercise of the Rights
evidenced by this Right Certificate are subject to modification and adjustment
upon the happening of certain events, including Triggering Events.

       

      This
Right Certificate is subject to all of the terms, provisions and conditions of
the Rights Agreement, which terms, provisions and conditions are hereby
incorporated herein by reference and made a part hereof and to which Rights
Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Right
Certificates.  Copies of the Rights Agreement are on file at the
above-mentioned office of the Rights Agent, and at the executive offices of the
Company.

       

      This
Right Certificate, with or without other Right Certificates, upon surrender at
the designated office of the Rights Agent, along with a signature guarantee and
such other and further documentation as the Rights Agent may reasonably request,
may be exchanged for another Right Certificate or Right Certificates of like
tenor and date evidencing Rights entitling the holder to purchase a like
aggregate number of one one-thousandths of a share of Preferred Stock as the
Rights evidenced by the Right Certificate or Right Certificates surrendered
shall have entitled such holder to purchase.  If this Right
Certificate shall be exercised in part, the holder shall be entitled to receive
upon surrender hereof, along with a signature guarantee and such other and
further documentation as the Rights Agent may reasonably request, another Right
Certificate or Right Certificates for the number of whole Rights not
exercised.

       

      Subject
to the provisions of the Rights Agreement, the Rights evidenced by this
Certificate may be (i) redeemed by the Company at a redemption price of $.001
per Right or (ii) exchanged by the Company in whole or in part for shares
of common stock or Preferred Stock.

       

      No
fractional shares of Preferred Stock will be issued upon the exercise of any
Right or Rights evidenced hereby (other than fractions which are integral
multiples of one one-thousandth of a share of Preferred Stock), but in lieu
thereof a cash payment will be made, as provided in the Rights
Agreement.

       

      No holder
of this Right Certificate shall be entitled to vote or receive dividends or be
deemed for any purpose the holder of the Preferred Stock or of any other
securities of the Company which may at any time be issuable on the exercise
hereof, nor shall anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or
other actions affecting stockholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or otherwise, until
the Right or Rights evidenced by this Right Certificate shall have been
exercised as provided in the Rights Agreement.

       


      
        
           


        

        
          -14-

          
            

          

        

        
           


        

      


      


       

      This
Right Certificate shall not be valid or obligatory for any purpose until it
shall have been countersigned by the Rights Agent.

       

      


      
        
           

        

        
          -15-

          
            

          

        

        
           

        

      

       

      WITNESS
the facsimile signature of the proper officers of the Company and its corporate
seal.  Dated as of December 31, 1998.

       

      [SEAL]

       

      
        	
                ATTEST:

              	 
      	
                ANADIGICS,
      INC.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                By: 
      _______________________________

              	 
      	
                By:  
      ____________________________

              
	
                        Name:

              	 
      	
                        
      Name:

              
	
                        Title:

              	 
      	
                        
      Title:

              


      

      


       

      Countersigned:

       

      MELLON
INVESTOR SERVICES LLC,

      as Rights
Agent

       

      
        By: 
___________________________

      

             
Authorized
Signature

       

      Date:

       


      
        
           


        

        
          -16-

          
            

          

        

        
           


        

      


      [Form of
Reverse Side of Right Certificate]

       

      FORM OF
ASSIGNMENT

       

      (To be
executed by the registered holder if such

      holder
desires to transfer the Right Certificate.)

       

      FOR VALUE
RECEIVED ________________________________________________________________________________________________________________________________________________

       

      hereby
sells, assigns and transfers
unto ____________________________________________________________________________________________________________________________________________________________________________


       

        
          

        

      

      (Please
print name and address of transferee)

       

       

      
        
          

        

      

       

      this
Right Certificate, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint                       
Attorney, to transfer the within Right Certificate on the books of the
within-named Company, with full power of substitution.

       

      Dated:              ,
____

       

      
        	
                 
      

              	 


      

       

      
        	
                 
      

              	
                ___________________________________________________

                Signature

              


      

       

      
      

       

      
        	Signature
      Guaranteed: 	 


      

       

       

      Signatures
must be guaranteed by a participant in the Securities Transfer Agent Medallion
Program, the Stock Exchanges Medallion Program or the New York Stock Exchange,
Inc. Medallion Signature Program.

       


      
        
           


        

        
          -17-

          
            

          

        

        
           


        

      


      CERTIFICATE

       

      The
undersigned hereby certifies by checking the appropriate boxes
that:

       

      (1)           this
Right Certificate [  ] is [  ] is not being sold, assigned
and transferred by or on behalf of a Person who is or was an Acquiring Person or
an Affiliate or Associate of any such Acquiring Person (as such terms are
defined pursuant to the Rights Agreement);

       

      (2)           after
due inquiry and to the best knowledge of the undersigned, it [  ] did
[  ] did not acquire the Rights evidenced by this Right Certificate
from any Person who is, was or subsequently became an Acquiring Person or an
Affiliate or Associate of an Acquiring Person.

       

      Dated:              ,
____

       

      
         

        
          	
                   
      

                	 


        

         

        
          	
                   
      

                	
                  ___________________________________________________

                  Signature

                


        

         

        
        

         

        
          	Signature
      Guaranteed: 	 


        

         

         

      

      Signatures
must be guaranteed by a participant in the Securities Transfer Agent Medallion
Program, the Stock Exchanges Medallion Program or the New York Stock Exchange,
Inc. Medallion Signature Program.

       

      


       

      NOTICE

       

      The
signature to the foregoing Assignment and Certificate must correspond to the
name as written upon the face of this Right Certificate in every particular,
without alteration or enlargement or any change whatsoever.”

       

       

       

       

      -18-