EXHIBIT 4.2


     

    
      

      

    

    EXHIBIT
      4.2

     

    FIRST
      SUPPLEMENTAL INDENTURE

     

    THIS
      FIRST SUPPLEMENTAL INDENTURE (this “Supplemental
      Indenture”),
      dated
      as of April 9, 2007, is entered into between EMCORE Corporation, a New Jersey
      corporation (the “Company”),
      and
      Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).

     

    RECITALS

     

    WHEREAS,
      the Company has heretofore executed and delivered to the Trustee an indenture,
      dated as of November 16, 2005 (as amended or supplemented from time to time,
      the
“Indenture”),
      providing for the issuance of an aggregate principal amount specified in the
      Authentication Order of 5% Convertible Senior Subordinated Notes due 2011 (the
      “Notes”);

     

    WHEREAS,
      as of the date of this Supplemental Indenture, $16,580,460 principal amount
      of
      the Notes is outstanding;

     

    WHEREAS,
      the Company and the Holders of a majority in principal amount of the outstanding
      Notes desire to amend and supplement the Indenture upon the terms set forth
      in
      this Supplemental Indenture; 

     

    WHEREAS,
      pursuant to Section 11.02 of the Indenture, the Trustee is authorized to execute
      and deliver this Supplemental Indenture with the consent of the Holders of
      at
      least a majority in principal amount of the outstanding Notes; 

     

    WHEREAS,
      the Board of Directors of the Company has duly authorized the execution and
      delivery by the Company of this Supplemental Indenture;

     

    WHEREAS,
      the Holders or beneficial owners of more than fifty percent (50%) in aggregate
      principal amount of the outstanding Notes have specifically consented in writing
      to and approved the execution hereof; and

     

    WHEREAS,
      all acts and things necessary to make this Supplemental Indenture a valid and
      binding agreement for the purposes and objects herein expressed have been duly
      done and performed, and the execution and delivery of this Supplemental
      Indenture has been, in all respects, duly authorized.

     

    NOW
      THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      Company and the Trustee mutually covenant and agree for the equal and ratable
      benefit of the Holders of the Notes as follows:

     

    1.  Definitions.
      Capitalized terms used herein without definition shall have the meanings
      assigned to them in the Indenture.

     

    2.  References
      to 5% Convertible Senior Subordinated Notes Due 2011. All
      references in the Indenture to “5% Convertible Senior Subordinated Notes Due
      2011” shall be amended to instead refer to “5.50% Convertible Senior
      Subordinated Notes Due 2011.”

     

    3.  Amendment
      to Conversion Price.
      Pursuant to Section 4.14 of the Indenture, the Indenture and the Notes,
      including but not limited to Section 9 of the Notes, are hereby amended in
      all
      respects necessary so that the Holder of a Note, from and after the expiration
      of the notice period set forth in Section 4.14 of the Indenture, on the terms
      and subject to the conditions set forth in the Indenture, shall have the right,
      at such Holder’s option, to convert each $1,000 principal amount of the Notes
      into fully paid and nonassessable shares of Common Stock at a Conversion Price
      equal to $7.01, as such Conversion Price may be further adjusted pursuant to
      the
      terms of the Indenture. The Company will deliver the notice required by Section
      4.14 of the Indenture promptly but in no event later than three Business Day
      from April 9, 2007. 

     

    4.  Amendment
      to Section 1.01.
      Section
      1.01 of the Indenture is hereby amended by adding the following definitions
      in
      the applicable alphabetical locations:

     

    ““Asserted
      Reports Default”
means
      any and all Defaults or Events of Defaults relating to any failure of the
      Company to observe or perform any covenant or agreement contained in the Notes
      or the Indenture as a result of the Company’s failure to file with the SEC, or
      with the Trustee, its annual report on Form 10-K for the fiscal year ended
      September 30, 2006, its quarterly report on Form 10-Q for the quarter ended
      December 31, 2006 and/or any other reports that the Company fails to file in
      a
      timely manner for reasons in whole or in part directly or indirectly
      attributable to or arising out of the Company’s review of its historical stock
      option grants as initially reported in a Current Report on Form 8-K filed with
      the SEC on November 6, 2006.”

     

    “Conversion
      Rate”
on
      any
      date of determination means $1,000 divided by the Conversion Price as of such
      date.

    


    “Non-Stock
      Change of Control”
means
      a
      Change of Control pursuant to which 15% or more of the consideration for Common
      Stock (other than cash payments for fractional shares, if applicable, and cash
      payments made in respect of dissenters’ appraisal rights) in such transaction
      consists of cash or securities (or other property) that are not shares of common
      stock, depositary receipts or other equity interests traded or scheduled to
      be
      traded immediately following such transaction on a U.S. national securities
      exchange. Solely for purposes of this definition of “Non-Stock Change of
      Control,” notwithstanding the last paragraph of Section 6.08(a) hereof, the
      determination of whether a Change of Control has occurred shall exclude any
      provisions contained herein that provide as the basis for such determination
      the
      relationship of the Closing Sale Price of the Common Stock over any period
      to
      the Conversion Price.”

    


    5.  Amendment
      to Section 1.02.
      Section
      1.02 of the Indenture is hereby amended by adding the following definitions
      in
      the applicable alphabetical locations:

     

    ““Additional
      Shares”          
      - 4.01(c)

    “Effective
      Date”    
 
-
4.01(c)

    “Reporting
      Obligations”     - 8.01(d)

          “Stock
      Price”           - 4.01(c)”

     

    6.  Amendment
      to Section 3.07(a).
      Section
      3.07(a) of the Indenture is hereby amended in its entirety to read as follows:
      

     

    “(a) The
      Notes
      may be redeemed at the election of the Company, as a whole or in part from
      time
      to time, at any time (a “Provisional
      Redemption”),
      upon
      at least 20 and not more than 60 days’ notice by mail to the Holders of the
      Notes (a “Provisional
      Redemption Notice”)
      at a
      redemption price equal to $1,000 per $1,000 principal amount of the Notes
      redeemed plus accrued and unpaid interest, if any (such amount, together with
      the Early Call Premium described below, the “Provisional
      Redemption Price”),
      to
      but excluding the date of redemption (the “Provisional
      Redemption Date”)
      if the
      Closing Sale Price of the Common Stock has exceeded 172.5% of the Conversion
      Price for at least 20 Trading Days within a period of any 30 consecutive Trading
      Days ending on the Trading Day prior to the date of mailing of the notice of
      Provisional Redemption (the “Provisional
      Redemption Notice Date”).”

    


    7.  Amendment
      to Section 4.01.
      Section
      4.01 of the Indenture is hereby amended in its entirety to read as
      follows:

     

    “Section
      4.01. Conversion Privilege; Conversion Price

    


    (a)
       Right
      to Convert.
      A
      Holder of a Note may convert it into fully paid and nonassessable shares of
      Common Stock at any time prior to maturity at the Conversion Price then in
      effect, except that, with respect to any Note called for redemption or submitted
      or presented for purchase pursuant to Section 6.08, such conversion right shall
      terminate at the close of business on the Business Day immediately preceding
      the
      Redemption Date or Change of Control Payment Date, as the case may be (unless
      the Company shall default in making the redemption payment or Change of Control
      Payment when it becomes due, in which case the conversion right shall terminate
      on the date such default is cured and such Note is redeemed or purchased, as
      the
      case may be). The number of shares of Common Stock issuable upon conversion
      of a
      Note is determined by dividing the principal amount of such Note by the
      conversion price in effect on the Conversion Date (the “Conversion
      Price”).

    


    A
      Holder
      may convert a portion of a Note equal to any integral multiple of $1,000.
      Provisions of this Indenture that apply to conversion of all of a Note also
      apply to conversion of a portion of it.

    


    A
      Note in
      respect of which a Holder has delivered a Change of Control Payment Notice
      pursuant to Section 6.08 exercising the option of such Holder to require the
      Company to purchase such Note may be converted only if such Change of Control
      Payment Notice is withdrawn by a written notice of withdrawal delivered to
      a
      Paying Agent prior to the close of business on the Business Day immediately
      preceding the Change of Control Payment Date in accordance with Section
      6.08.

    


    A
      Holder
      of Notes is not entitled to any rights of a holder of Common Stock until such
      Holder has converted its Notes to Common Stock, and only to the extent such
      Notes are deemed to have been converted into Common Stock pursuant to this
      Article 4.

    


    (b) Conversion
      Price.
      The
      Conversion Price is stated in Section 9 of the Notes and is subject to
      adjustment as provided in this Article 4. 

    


    (c)
       If
      and
      only to the extent a Holder elects to convert Notes at any time following the
      date on which a Non-Stock Change of Control becomes effective (the “Effective
      Date”)
      but
      before 5:00 p.m., New York City time, on the Business Day immediately preceding
      the related Change of Control Payment Date, the Company shall increase the
      Conversion Rate (and decrease the Conversion Price correspondingly) applicable
      to such converted Notes by a number of additional shares of Common Stock (the
      “Additional
      Shares”)
      as set
      forth below provided that the Effective Date is prior to May 15, 2011. The
      number of Additional Shares shall be determined by reference to the table below,
      based on the Effective Date and the price (the “Stock
      Price”)
      paid
      per share for the Common Stock in the Non-Stock Change of Control. If holders
      of
      Common Stock receive only cash in the Non-Stock Change of Control, the Stock
      Price shall be the cash amount paid per share. Otherwise, the Stock Price shall
      be the volume-weighted average of the Closing Sale Prices of the Common Stock
      on
      the five Trading Days prior to but not including the Effective Date of such
      Non-Stock Change of Control.

    


    The
      numbers of Additional Shares set forth in the table below shall be adjusted
      as
      of any date on which the Conversion Rate is adjusted in the same manner in
      which
      the Conversion Rate is adjusted. The Stock Prices set forth in the table below
      shall be adjusted, as of any date on which the Conversion Rate is adjusted,
      to
      equal the Stock Price applicable immediately prior to such adjustment multiplied
      by a fraction, of which

    


    (1)
      the
      numerator shall be the Conversion Rate immediately prior to the adjustment
      and

    


    (2)
      the
      denominator shall be the Conversion Rate as so adjusted.

    


    The
      following table sets forth the Stock Price and number of Additional Shares
      by
      which the Conversion Rate shall be increased:

    


    
      	
              Stock
                Price

            
	
              Effective
                Date

            	
              $4.93
                

            	
              $5.42
                

            	
              $5.92
                

            	
              $6.41
                

            	
              $6.90
                

            	
              $7.01
                

            	
              $7.40
                

            	
              $7.89
                

            	
              $8.38
                

            	
              $8.87
                

            	
              $9.37
                

            	
              $9.86
                

            	
              $12.33
                

            	
              $14.79
                

            	
              $17.26
                

            	
              $19.72
                

            
	
              3/22/07

            	
              60.196

            	
              58.201

            	
              50.417

            	
              43.726

            	
              38.636

            	
              37.589

            	
              34.148

            	
              29.865

            	
              26.878

            	
              23.682

            	
              21.962

            	
              19.587

            	
              11.802

            	
              5.618

            	
              2.696

            	
              1.583

            
	
              3/22/08

            	
              60.196

            	
              55.714

            	
              47.402

            	
              40.771

            	
              35.408

            	
              34.365

            	
              31.003

            	
              27.338

            	
              24.254

            	
              21.622

            	
              19.357

            	
              17.391

            	
              10.348

            	
              5.720

            	
              2.052

            	
              0.578

            
	
              3/22/09

            	
              60.196

            	
              51.770

            	
              42.920

            	
              35.998

            	
              30.515

            	
              29.465

            	
              26.120

            	
              22.552

            	
              19.629

            	
              17.192

            	
              15.158

            	
              13.409

            	
              7.549

            	
              3.928

            	
              1.136

            	
              0.518

            
	
              3/22/10

            	
              60.196

            	
              46.588

            	
              36.668

            	
              29.129

            	
              23.378

            	
              22.307

            	
              18.975

            	
              15.587

            	
              12.968

            	
              10.931

            	
              9.335

            	
              8.075

            	
              4.543

            	
              2.697

            	
              1.177

            	
              0.578

            
	
              3/22/11

            	
              60.196

            	
              42.168

            	
              27.853

            	
              17.071

            	
              9.553

            	
              8.290

            	
              4.779

            	
              2.039

            	
              0.625

            	
              0.000

            	
              0.000

            	
              0.000

            	
              0.000

            	
              0.193

            	
              0.370

            	
              0.502

            


    

    


    If
      the
      Stock Price and Effective Date are not set forth on the table above and the
      Stock Price is:

    


    (1)
      between two Stock Prices on the table or the Effective Date is between two
      days
      on the table, the number of Additional Shares shall be determined by
      straight-line interpolation between the number of Additional Shares of Common
      Stock set forth for the higher and lower Stock Price and the two Effective
      Dates, as applicable, based on a 360-day year;

    


    (2)
      in
      excess of $19.72 per share (subject to adjustment in the same manner as and
      as
      of any date on which the Stock Prices are adjusted in the table above), no
      Additional Shares of Common Stock shall be issued upon conversion;
      or

    


    (3)
      less
      than $4.93 per share (subject to adjustment in the same manner as and as of
      any
      date on which the Stock Prices are adjusted in the table above), no Additional
      Shares of Common Stock shall be issued upon conversion.

    


    Notwithstanding
      the foregoing, in no event will the Conversion Rate as adjusted pursuant to
      this
      Section 4.01(c) exceed 202.849 per $1,000 principal amount of the Notes, subject
      to adjustments in the same manner as and as of any date on which the numbers
      of
      Additional Shares set forth in the above table are adjusted as set forth in
      the
      second paragraph of this Section 4.01(c). Any notice required to be delivered
      by
      Section 4.11 hereof with respect to an adjustment in the Conversion Price shall
      also include information with respect to the corresponding changes in the
      Conversion Rate and Stock Prices set forth in the table above and elsewhere
      in
      this Section 4.01(c).”

    


    8.  Amendment
      to Section 4.06(e).
      Section
      4.06(e) of the Indenture is hereby amended in its entirety to read as
      follows:

     

    “(e) In
      case
      the Company shall, by dividend or otherwise, at any time distribute (a
“Triggering
      Distribution”)
      to all
      or substantially all holders of its Common Stock cash (including any quarterly
      cash dividend, but excluding (x) any dividend or distribution in connection
      with
      the liquidation, dissolution or winding up of the Company, whether voluntary
      or
      involuntary and (y) any dividend or distribution in connection with the
      reclassification, consolidation, merger, binding share exchange or sale to
      which
      Section 4.12 hereof applies), then the Conversion Price shall be reduced so
      that
      the same shall equal the price determined by multiplying such Conversion Price
      in effect immediately prior to the Business Day preceding the day on which
      such
      Triggering Distribution is declared (the “Determination
      Date”)
      by a
      fraction,

    


    (1) the
      numerator of which shall be the current market price per share of the Common
      Stock (as determined in accordance with subsection (g) of this Section 4.06)
      on
      the Determination Date, less the amount of the cash distribution applicable
      to
      one share of Common Stock; and

    


    (2) the
      denominator of which shall be such current market price per share of the Common
      Stock (as determined in accordance with subsection (g) of this Section 4.06)
      on
      the Determination Date, 

    


    such
      reduction to become effective immediately prior to the opening of business
      on
      the day following the date on which the Triggering Distribution is
      paid.”

    


    9.  Amendment
      to Section 4.11.
      Section
      4.11 of the Indenture is hereby amended by adding the following sentence
      immediately before the last sentence of Section 4.11:

     

    “Any
      notice required to be delivered as a result of a transaction referred to in
      clause (1) of this Section 4.11 shall also include information with respect
      to
      the corresponding changes in the Conversion Rate and the Stock Prices set forth
      in the table and elsewhere in Section 4.01(c) hereof.” 

     

    10.  Amendment
      to Section 8.01.
      Section
      8.01 of the Indenture is hereby amended by:

     

    (i) by
      deleting clause (d) thereof and replacing it in its entirety as
      follows:

    


    “(d) the
      Company fails to observe or perform any other covenant, representation, warranty
      or other agreement in this Indenture or the Notes for 60 days after notice
      to
      the Company by the Trustee or the Holders of at least 25% in aggregate principal
      amount of the Notes then outstanding voting as a single class (or 270 days
      after
      such notice with respect to any failure to comply with any covenant,
      representation, warranty or other agreement under Section 6.03, including,
      but
      not limited to, the requirements of Section 314(a) of the TIA, but other than
      the failure as to which specific provision is made in the next succeeding
      paragraph of this Section 8.01(d) (collectively, the “Reporting Obligations”);”
and

     

    (ii) adding
      the following paragraph at the end thereof:

    


    “Any
      notice of default delivered to the Company or the Trustee pursuant to Section
      8.01(d) of this Indenture that relates in any way to an Asserted Reports Default
      shall have no further force or effect through February 29, 2008 with respect
      to
      the exercise of any remedy under this Indenture by the Trustee or any Holder
      or
      Holders with respect to such purported Default or Event of Default and shall
      be
      deemed to be withdrawn, rescinded and of no further force or effect through
      February 29, 2008. If the Company has not cured the Asserted Reports Default
      before January 1, 2008, then the Company shall be obligated to make an
      additional payment at the rate of 0.25% per annum of the principal amount of
      the
      Notes then outstanding, payable on the interest payment dates, commencing on
      January 1, 2008 and ending on the date on which the Company cures the Asserted
      Reports Default. If the Company has not cured the Asserted Reports Default
      before March 1, 2008, then the same shall constitute an Event of Default and
      the
      Trustee or the Holders of at least 25% in principal amount of the then
      outstanding Notes may declare all the Notes to be due and payable immediately
      in
      accordance with Section 8.02 hereof. ”

     

    11.  Amendment
      to Article 8 of the Indenture.
      The
      following is hereby added as Section 8.12 of the Indenture:

     

    “Section
      8.12. Undertaking for Additional Payment for Failure To File Reports.
Subject
      to the last paragraph of Section 8.01 and notwithstanding any provision to
      the
      contrary herein, if the Company receives notice from the Trustee or the Holders
      of at least 25% in aggregate principal amount of the Notes then outstanding
      voting as a single class of the failure by the Company to comply with the
      Reporting Obligations, then the sole remedy for such failure to comply shall
      consist exclusively of the right to receive an additional payment in an amount
      equal 0.25% per annum of the principal amount of the Notes then outstanding,
      payable on the interest payment dates, commencing on the later of the
      60th
      day
      after such failure to comply with the Reporting Obligations or the date on
      which
      the Company receives such notice and ending upon the earlier of the occurrence
      of an Event of Default with respect to the Reporting Obligations as set forth
      in
      Section 8.01(d) or the compliance with, or waiver of, the Reporting
      Obligations.
      Upon the
      occurrence of an Event of Default with respect to the Reporting Obligations
      as
      set forth in Section 8.01(d), the Notes will be subject to acceleration in
      accordance with Section 8.02 hereof. The foregoing shall not affect the rights
      of Holders in the event of the occurrence of any other Event of
      Default.”

     

    12.  Amendment
      to Exhibit A and the Notes.
      Paragraph 1 of Exhibit A to the Indenture and each of the outstanding Notes
      is
      hereby amended by replacing the phrase “5%” that appears in the first sentence
      thereof with the phrase “5.50%.”

     

    13.  Conditions
      to Effectiveness.
      This
      Supplemental Indenture shall be effective upon execution and delivery of this
      Supplemental Indenture by the Company and the Trustee.

     

    14.  Miscellaneous.
      

     

    14.1  Effect;
      Ratification.
      

     

    (a) Upon
      and
      after the effectiveness of this Supplemental Indenture, each reference in the
      Indenture to “this Indenture,” “hereunder,” “hereof” or words of like import
      referring to the Indenture, and each reference in the Notes issued prior to
      the
      date hereof to “the Indenture,” “thereunder,” “thereof” or words of like import
      referring to the Indenture, shall mean and be a reference to the Indenture
      as
      amended hereby. 

    


    (b) Upon
      and
      after the effectiveness of this Supplemental Indenture, each reference in the
      Indenture to the Notes, and each reference in the Notes issued prior to the
      date
      hereof referring to the Notes, shall mean and be a reference to the Notes as
      amended hereby. 

    


    (c) Except
      as
      specifically amended above, the Indenture and the Notes issued prior to the
      date
      hereof are and shall continue to be in full force and effect and are hereby
      in
      all respects ratified and confirmed. 

    


    (d) The
      execution, delivery and effectiveness of this Supplemental Indenture shall
      not,
      except as expressly provided herein, (i) operate as a waiver of any right,
      power
      or remedy of the Company, any Holder or the Trustee under the Indenture or
      any
      of the Notes, or (ii) constitute a waiver or amendment of any provision of
      the
      Indenture or any of the Notes. 

    


    14.2  Costs
      and Expenses.
      The
      Company agrees to reimburse the Trustee for all reasonable and documented
      out-of-pocket fees, costs and expenses, including the fees, costs and expenses
      of counsel or other advisors for advice, assistance, or other representation
      in
      connection with this Supplemental Indenture (it being understood and agreed
      that
      the documentation of counsel’s fees and expenses may omit information that such
      counsel reasonably deems privileged).

     

    14.3  Governing
      Law.
      THE
      INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
      THIS
      SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
      CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
      JURISDICTION WOULD BE REQUIRED THEREBY.

     

    14.4  Counterpart
      Originals.
      The
      parties may sign any number of copies of this Supplemental Indenture. Each
      signed copy shall be an original, but all of them together represent the same
      agreement.

     

    14.5  Headings.
      The
      Headings of the Sections of this Supplemental Indenture have been inserted
      for
      convenience of reference only, are not to be considered a part of this
      Supplemental Indenture and shall in no way modify or restrict any of the terms
      or provisions hereof.

     

    14.6  Severability.
      In case
      any provision of this Supplemental Indenture shall be invalid, illegal or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    14.7  The
      Trustee.
      The
      Trustee shall not be responsible in any manner whatsoever for or in respect
      of
      the validity or sufficiency of this Supplemental Indenture or for or in respect
      of the recitals contained herein, all of which recitals are made solely by
      the
      Company.

     

    


     


    IN
      WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
      to
      be duly executed as of the date first above written.

     

    


    


    EMCORE
      CORPORATION

    


    


    By:
      /s/
      Reuben Richards Jr. 

    Name:
      Rebuen Richards Jr.

    Title:
      CEO

    


    DEUTSCHE
      BANK TRUST COMPANY AMERICAS,
      as
      trustee 

    


    


    By:
      /s/
      Stanley Burg    

    Name:
      Stanley Burg

    Title:
      Vice President

    


    


    By:
      /s/
      Wanda Camacho   

    Name:
      Wanda Camacho 

    Title:
      Vice President