8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 1, 2006

C-COR Incorporated

(Exact name of Registrant as specified in its charter)

Pennsylvania	0-10726	24-0811591
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

60 Decibel Road, State College, PA	16801
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (814) 238-2461

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On November 1, 2006, the Registrant entered into an amended revolving line of credit agreement and an amended line of credit note. The amendments provided for an extension of the commitment date to November 3, 2007.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number	Description of Document
10.1	Second Amendment to Revolving Line of Credit Agreement dated November 1, 2006
10.2	Second Amendment to Revolving Line of Credit Note dated November 1, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	C-COR Incorporated (Registrant)
November 6, 2006	By:	/s/ Joseph E. Zavacky
	Name:	Joseph E. Zavacky
	Title:	Controller and Assistant Secretary

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO REVOLVING LINE OF CREDIT AGREEMENT

SECOND AMENDMENT TO REVOLVING LINE OF CREDIT AGREEMENT is made and effective as of November 1, 2006 (the “Effective Date”) by and between C-COR INCORPORATED (C-Cor”), BROADBAND CAPITAL CORPORATION (“Broadband” and, together with C-Cor, collectively the “Borrower”), and CITIZENS BANK OF PENNSYLVANIA (the “Bank”).

WHEREAS, the Borrower and the Bank have entered into a certain Revolving Line of Credit Agreement dated as of November 5, 2004 (as amended by a certain Amendment to Revolving Line of Credit Agreement dated as of November 1, 2005 and as otherwise amended, modified or supplemented from time to time, hereinafter referred to as the “Loan Agreement”); and

WHEREAS, the Borrower and the Bank desire to further amend the Loan Agreement in certain respects as hereinafter provided

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged and intending to be legally bound, the Bank and the Borrower hereby agree as follows:

1. The Loan Agreement is hereby amended by deleting the definition of “Commitment Period” therefrom in its entirety and substituting in lieu thereof the following:

“Commitment Period: From the date hereof to but

not including November 3, 2007”

2. Capitalized terms used herein which are not defined herein shall have the meaning assigned to such terms in the Loan Agreement. Except as amended hereby, all of the provisions of the Loan Agreement shall remain unchanged; shall continue in full force and effect; and are hereby ratified and confirmed in all respects. From and after the Effective Date all references in the Loan Agreement to “this Agreement” (and all indirect references such as “herein”, “hereby”, “hereunder”, and “hereof”) shall be deemed to refer to the Loan Agreement, as amended by this Amendment.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this Second Amendment to Revolving Line of Credit Agreement as of the day and date first above written.

CITIZENS BANK OF PENNSYLVANIA		C-COR INCORPORATED
By:	/s/ Joseph F. King	By:	/s/ Joseph E. Zavacky
Name:	Joseph F. King	Name:	Joseph E. Zavacky
Title:	Senior Vice President	Title:	Controller and Assistant Secretary
BROADBAND CAPITAL CORPORATION
By:	/s/ George M. Savereno
Name:	George M. Savereno
Title:	President

EX-10.2

Exhibit 10.2

SECOND AMENDMENT TO REVOLVING LINE OF CREDIT NOTE

This SECOND AMENDMENT TO REVOLVING LINE OF CREDIT NOTE dated as of November 1, 2006 by and between C-COR INCORPORATED (C-Cor”), BROADBAND CAPITAL CORPORATION (“Broadband” and, together with C-Cor, collectively the “Borrower”), and CITIZENS BANK OF PENNSYLVANIA (the “Bank”).

WHEREAS, the Borrower and the Bank have entered into a certain Revolving Line of Credit Agreement dated as of November 5, 2004 (as amended, modified or supplemented from time to time, hereinafter referred to as the “Loan Agreement”); and

WHEREAS, pursuant to the Loan Agreement, the Borrower has made a certain Revolving Line of Credit Note dated November 5, 2004 in favor of the Bank in the original principal amount of $10,000,000 (as amended by a certain Amendment to Revolving Line of Credit Note dated as of November 1, 2005 and as otherwise amended, modified or supplemented from time to time, the “Note”); and

WHEREAS, the Borrower and the Bank desire to amend the Note in certain respects as hereinafter provided

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged and intending to be legally bound, the Bank and the Borrower hereby agree as follows:

1. The Note is hereby amended by deleting the reference to “November 4, 2006” from the second sentence thereof and substituting in lieu thereof the following:

“November 3, 2007”

2. Capitalized terms used herein which are not defined herein shall have the meaning assigned to such terms in the Note. Except as amended hereby, all of the provisions of the Note shall remain unchanged; shall continue in full force and effect; and are hereby ratified and confirmed in all respects. From and after the Effective Date all references in the Note to “this Note” (and all indirect references such as “herein”, “hereby”, “hereunder”, and “hereof”) shall be deemed to refer to the Note, as amended by this Amendment.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this Second Amendment to Revolving Line of Credit Note as of the day and date first above written.

CITIZENS BANK OF PENNSYLVANIA		C-COR INCORPORATED
By:	/s/ Joseph F. King	By:	/s/ Joseph E. Zavacky
Name:	Joseph F. King	Name:	Joseph E. Zavacky
Title:	Senior Vice President	Title:	Controller and Assistant Secretary
BROADBAND CAPITAL CORPORATION
By:	/s/ George M. Savereno
Name:	George M. Savereno
Title:	President