8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

November 30, 2009

Date of Report (Date of earliest event reported)

EMCORE CORPORATION

Exact Name of Registrant as Specified in its Charter

New Jersey	0-22175	22-2746503
State of Incorporation	Commission File Number	IRS Employer Identification Number

10420 Research Road, SE, Albuquerque, NM  87123

Address of principal executive offices, including zip code

(505) 332-5000

Registrant's telephone number, including area code

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:

□             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 30, 2009, the Company entered into a Fifth Amendment (the “Fifth Amendment”) to the Loan and Security Agreement with Bank of America, N.A., dated as of September 26, 2008 (the “Loan and Security Agreement”).  The Fifth Amendment amended the Loan and Security Agreement by extending the period during which the Company is required to provide its annual budgets to Bank of America.  For the fiscal year ended September 30, 2010, the Company will be required to deliver its annual budget within 90 days after the beginning of the fiscal year and for the fiscal years thereafter, the Company will be required to deliver its annual budget within 60 days after the beginning of the fiscal year.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the text of the Fifth Amendment, which is attached hereto as Exhibit 10.1 to this report and is incorporated herein by reference.

ITEM 9.01Financial Statements and Exhibits.

 (d)           Exhibits

Exhibit Number	Description
10.1	Fifth Amendment to the Loan and Security Agreement with Bank of America, N.A., dated November 30, 2009

SIGNATURE

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 hereunto duly authorized.

	EMCORE CORPORATION
Dated: December 3, 2009	By: /s/ John M. Markovich Name: John M. Markovich Title:   Chief Financial Officer

EX-10.1

EXHIBIT 10.1

FIFTH AMENDMENT TO

LOAN AND SECURITY AGREEMENT

This Fifth Amendment to Loan and Security Agreement (this “Amendment”) is dated as of the 30th day of November, 2009, and is made by and among EMCORE Corporation, a New Jersey corporation (“Borrower”), Bank of America, N.A. (“Lender”), and the other Obligors party to that certain Loan and Security Agreement dated September 26, 2008 (as amended, modified, supplemented or restated from time to time, the “Agreement”).  Borrower, Lender and such other Obligors now desire to amend the Agreement as provided herein, subject to the conditions set forth herein.  Capitalized terms used in this Amendment and not otherwise defined herein have the meanings given to such terms in the Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Borrower, such other Obligors and Lender agree as follows:

1.Subsection 9(d) of the Agreement is amended to read in its entirety as follows:

“As soon as practicable and in any event not later than 90 days after the beginning of the Fiscal Year ending September 30, 2010, and not later than 60 days after the beginning of each subsequent Fiscal Year, Obligors shall deliver to Lender projected balance sheets, statements of income and cash flow for Borrower and its Subsidiaries, for each of the four (4) fiscal quarters during such Fiscal Year, which shall include the assumptions used therein, together with appropriate supporting details as reasonably requested by Lender (the ‘Projections’).”

2.Borrower shall pay all expenses, including attorney fees, which Lender incurs in connection with the preparation of this Amendment and any related documents.  All such fees and expenses maybe charged against Borrower’s loan account.

3.To induce Lender to enter into this Amendment, Obligors make the following representations and warranties:

(a)Each recital, representation and warranty contained in this Amendment, in the Agreement as amended by this Amendment and in the Other Agreements, is true and correct as of the date of this Amendment and does not omit to state a material fact required to make such recital, representation or warranty not misleading; and

(b)No Event of Default or event which, with the passage of time or the giving of notice or both, would constitute an Event of Default has occurred and is continuing under the Agreement or any of the Other Agreements.

4.Each Obligor waives any and all defense, claims, counterclaims and offsets against Lender which may have arisen or accrued through the date of this Amendment.  Each Obligor acknowledges that Lender and its employees, officers, agents and attorneys have made no representations or promises except as specifically reflected in this Amendment and in the written agreements which have been previously executed.

5.Each Obligor represents and warrants to Lender that this Amendment has been approved by all necessary corporate action, and the individual signing below represents and warrants that he or she is fully authorized to do so.

6.This Amendment shall not become effective until this Amendment and the Guarantors’ Acknowledgement attached hereto have been fully executed by all parties hereto or thereto and delivered to Lender.

7.Except as expressly amended hereby and by any other supplemental documents or instruments executed by either party hereto in order to effectuate the transactions contemplated by this Amendment, the Agreement and all Exhibits thereto are ratified and confirmed by Obligors and Lender and remain in full force and effect in accordance with their terms.

8.This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which, taken together, shall constitute one and the same agreement.  This Amendment may be delivered by facsimile, and when so delivered will have the same force and effect as delivery of an original signature.

[Signatures appear on the following page.]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

EMCORE CORPORATION

/s/ Keith Kosco

By:           Keith J. Kosco, Esq.

Title:        Corporate Secretary

EMCORE IRB COMPANY, LLC

/s/ Keith Kosco

By:           Keith J. Kosco, Esq.

Title:        Secretary

OPTICOMM CORP.

/s/ Keith Kosco

By:           Keith Kosco, Esq.

Title:        Corporate Secretary

EMCORE SOLAR POWER, INC.

/s/ Keith Kosco

By:           Keith J. Kosco, Esq.

Title:        Corporate Secretary

BANK OF AMERICA, N.A.

/s/ Joe Fudacz

By:           Joe Fudacz

Title:        Senior Vice President

GUARANTORS’ ACKNOWLEDGMENT

The undersigned guarantors acknowledge that Bank of America, N.A. (“Lender”) has no obligation to provide them with notice of, or to obtain their consent to, the terms of the foregoing Fifth Amendment to Loan and Security Agreement (the “Amendment”).  The undersigned guarantors nevertheless:  (i) acknowledge and agree to the terms and conditions of the Amendment; (ii) acknowledge that their guaranties remain fully valid, binding, and enforceable; and (iii) waive any and all defenses, claims, counterclaims, and offsets which they may have against Lender through the date of the Amendment.

EMCORE IRB COMPANY, LLC

/s/ Keith Kosco

By:           Keith J. Kosco, Esq.

Title:        Secretary

OPTICOMM CORP.

/s/ Keith Kosco

By:           Keith J. Kosco, Esq.

Title:        Corporate Secretary

EMCORE SOLAR POWER, INC.

/s/ Keith Kosco

By:           Keith J. Kosco, Esq.

Title:        Secretary