**Exhibit 10.22**

 

ECOLLEGE.COM

4900 S. Monaco Street

Denver, Colorado 80237

 

Dated as of December 28, 2004

 

Capital Resource PartnersIV, L.P.

85 Merrimac Street

Suite 200

Boston,Massachusetts  02114

 

Re:                               AmendmentNo. 2 to Senior Subordinated Secured Note and Warrant Purchase Agreement

 

Ladies and Gentlemen:

 

ThisAmendment No. 2 to Senior Subordinated Secured Note and Warrant PurchaseAgreement (this “Amendment”) is made as of the date written above by and amongeCollege.com (the “Company”), a Delaware corporation, eCollege International,Inc. (the “eCollege Sub”), a Colorado corporation,****andCapital Resource Partners IV, L.P. (“CRP”), a Delaware limitedpartnership.  Reference is made to thatcertain Senior Subordinated Secured Note and Warrant Purchase Agreement datedas of October 31, 2003, as amended by Amendment No. 1 to SeniorSubordinated 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 tochange certain covenants contained therein and consent to prepayment on theSeller Notes.

 

NOW,THEREFORE, in consideration of the mutual covenants contained herein, and forother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereby agree to amend the Purchase Agreementas follows:

 

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

 

(ii)           Minimum Adjusted Quick Ratio. Commencing on the Closing Date and continuing through the fiscal quarterending March 31, 2005, the Company will maintain, on a Consolidatedbasis, measured at the end of each fiscal quarter, a ratio of Quick Assets toCurrent Liabilities minus Deferred Revenue and any Quarter-End Advance of atleast 1.00 to 1.00.  Commencing on April 1,2005 and including each fiscal quarter ended June 30, September 30, December 31and March 31 thereafter the Company will maintain, on a Consolidatedbasis, measured at the end of each fiscal quarter, a ratio of Quick Assets toCurrent Liabilities minus Deferred Revenue and any Quarter-End Advance of atleast 1.50 to 1.00; provided, however that so long as the Bank is lending orremain obligated to lend Senior Debt to the Company, such ratio shall be notless than 1.35 to 1.00.

 

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

 

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herebyconsent to the prepayment on the Seller Notes by the Company in an aggregateprincipal amount of ten million dollars ($10,000,000) plus accrued and unpaidinterest thereon.

 

3.             Miscellaneous.

 

3.01.        NoWaiver.  This Amendment is effectiveonly in the specific instance and for the specific purpose for which it isexecuted and, except as specifically set forth herein, shall not be considereda 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 reasonablecosts and expenses of CRP (including all reasonable fees and expenses ofTH&T, counsel to CRP) in connection with the preparation, execution anddelivery of this Amendment, and in connection with the consummation of thetransactions contemplated hereby and thereby and with any amendment, waiver(whether or not such amendment or waiver becomes effective) or enforcement ofthis Amendment.

 

3.03.        PriorAgreements.  This Amendment, thePurchase Agreement, including the exhibits, schedules and other agreementsdelivered pursuant to the Purchase Agreement contain all of the terms andconditions agreed upon by the parties relating to the subject matter of thisAmendment and supersede all prior agreements, negotiations, correspondence,undertakings and communications of the parties, whether oral or writtenrespecting that subject matter.

 

3.04.        GoverningLaw.  This Amendment shall begoverned by, and construed in accordance with, the internal laws of theCommonwealth of Massachusetts.

 

3.05.        SealedInstrument.  This Amendment is executedas an instrument under seal.

 

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

 

3.07.        DefinedTerms.  All capitalized terms used bynot specifically defined herein shall have the same meanings given such termsin the Purchase Agreement unless the context clearly indicates or dictates acontrary meaning.

 

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

 

3.09.        FurtherAssurances.  From and after the dateof this Amendment, upon the request of CRP, the Company and the Subsidiariesshall execute and deliver such instruments, documents and other writings as maybe reasonably necessary to confirm and carry out and to effectuate fully theprovisions of this Amendment.

 

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INWITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 toSenior Subordinated Secured Note and Warrant Purchase Agreement as of the datefirst 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: |   |
|        |                                     |  |  |  |  |  |  |

 

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