Exhibit 10.22


 


ECOLLEGE.COM


4900 S. Monaco Street


Denver, Colorado 80237


 


Dated as of December 28, 2004


 


Capital Resource Partners
IV, L.P.


85 Merrimac Street


Suite 200


Boston,
Massachusetts  02114


 


Re:                               Amendment
No. 2 to Senior Subordinated Secured Note and Warrant Purchase Agreement


 


Ladies and Gentlemen:


 


This
Amendment No. 2 to Senior Subordinated Secured Note and Warrant Purchase
Agreement (this “Amendment”) is made as of the date written above by and among
eCollege.com (the “Company”), a Delaware corporation, eCollege International,
Inc. (the “eCollege Sub”), a Colorado corporation, and
Capital Resource Partners IV, L.P. (“CRP”), a Delaware limited
partnership.  Reference is made to that
certain Senior Subordinated Secured Note and Warrant Purchase Agreement dated
as of October 31, 2003, as amended by Amendment No. 1 to Senior
Subordinated Secured Note and Warrant Purchase Agreement dated as of May       ,
2004 (collectively, the “Purchase Agreement”).


 


WHEREAS,
the Company, eCollege Sub and CRP desire to amend the Purchase Agreement to
change certain covenants contained therein and consent to prepayment on the
Seller Notes.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree to amend the Purchase Agreement
as follows:


 


1.             Amendment
to Purchase Agreement.  Section 7.01(m)(ii) of the Purchase Agreement is hereby amended and
restated in its entirety to read as follows:


 


(ii)           Minimum Adjusted Quick Ratio. 
Commencing on the Closing Date and continuing through the fiscal quarter
ending March 31, 2005, the Company will maintain, on a Consolidated
basis, measured at the end of each fiscal quarter, a ratio of Quick Assets to
Current Liabilities minus Deferred Revenue and any Quarter-End Advance of at
least 1.00 to 1.00.  Commencing on April 1,
2005 and including each fiscal quarter ended June 30, September 30, December 31
and March 31 thereafter the Company will maintain, on a Consolidated
basis, measured at the end of each fiscal quarter, a ratio of Quick Assets to
Current Liabilities minus Deferred Revenue and any Quarter-End Advance of at
least 1.50 to 1.00; provided, however that so long as the Bank is lending or
remain obligated to lend Senior Debt to the Company, such ratio shall be not
less than 1.35 to 1.00.


 


2.             Consent
to Prepayment of Seller Notes. 
Pursuant to Section 10.02 of the Purchase Agreement and
notwithstanding the provisions of Section 7.02(r) of the Purchase
Agreement, holders of at least sixty-six and two-thirds percent (66 2/3%) in
principal amount of all Notes outstanding as the date hereof 


 





















 


hereby
consent to the prepayment on the Seller Notes by the Company in an aggregate
principal amount of ten million dollars ($10,000,000) plus accrued and unpaid
interest thereon.


 


3.             Miscellaneous.


 


3.01.        No
Waiver.  This Amendment is effective
only in the specific instance and for the specific purpose for which it is
executed and, except as specifically set forth herein, shall not be considered
a waiver or agreement to amend as to any provision of the Purchase Agreement
(as amended) in the future.


 


3.02.        Costs,
Expenses and Taxes. The Company agrees to pay on demand all reasonable
costs and expenses of CRP (including all reasonable fees and expenses of
TH&T, counsel to CRP) in connection with the preparation, execution and
delivery of this Amendment, and in connection with the consummation of the
transactions contemplated hereby and thereby and with any amendment, waiver
(whether or not such amendment or waiver becomes effective) or enforcement of
this Amendment.


 


3.03.        Prior
Agreements.  This Amendment, the
Purchase Agreement, including the exhibits, schedules and other agreements
delivered pursuant to the Purchase Agreement contain all of the terms and
conditions agreed upon by the parties relating to the subject matter of this
Amendment and supersede all prior agreements, negotiations, correspondence,
undertakings and communications of the parties, whether oral or written
respecting that subject matter.


 


3.04.        Governing
Law.  This Amendment shall be
governed by, and construed in accordance with, the internal laws of the
Commonwealth of Massachusetts.


 


3.05.        Sealed
Instrument.  This Amendment is executed
as an instrument under seal.


 


3.06.        Effect.   Except as expressly set
forth in this Amendment, the Purchase Agreement shall remain in full force and
effect and shall not be altered, amended or modified.


 


3.07.        Defined
Terms.  All capitalized terms used by
not specifically defined herein shall have the same meanings given such terms
in the Purchase Agreement unless the context clearly indicates or dictates a
contrary meaning.


 


3.08.        Counterparts.  This Amendment may be executed in any number
of counterparts, including counterparts transmitted by facsimile, all of which
taken together shall constitute one and the same instrument, and each of the
parties hereto may execute this Amendment by signing any such counterpart.


 


3.09.        Further
Assurances.  From and after the date
of this Amendment, upon the request of CRP, the Company and the Subsidiaries
shall execute and deliver such instruments, documents and other writings as may
be reasonably necessary to confirm and carry out and to effectuate fully the
provisions of this Amendment.


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 to
Senior Subordinated Secured Note and Warrant Purchase Agreement as of the date
first above written.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  ECOLLEGE.COM

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Reid E.
  Simpson

  	
   

  
	
   

  	
   

  	
  Name:  Reid E. Simpson

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUBSIDIARY:

  
	
   

  	
   

  
	
   

  	
  ECOLLEGE
  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Reid E.
  Simpson

  	
   

  
	
   

  	
   

  	
  Name:  Reid E. Simpson

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CRP:

  
	
   

  	
   

  
	
   

  	
  CAPITAL RESOURCE
  PARTNERS IV, L.P.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  CRP PARTNERS IV,
  L.L.C.,

  
	
   

  	
   

  	
  Its General
  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Authorized
  signer

  
	
   

  	
   

  	
  Title: