Exhibit 10.21
ECOLLEGE.COM
4900 S. Monaco Street
Denver, Colorado 80237
Dated as of May 30, 2004
Capital Resource Partners IV, L.P.
85 Merrimac Street
Suite 200
Boston, Massachusetts 02114
Re:
Amendment No. 1 to Senior
Subordinated Secured Note and Warrant Purchase
Agreement
Ladies and Gentlemen:
This Amendment No. 1 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
(the “Purchase Agreement”).
WHEREAS, the Company, eCollege Sub
and CRP desire to amend the Purchase Agreement to change certain
definitions and covenants contained therein.
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 .
1.01.
Section 1.01 of the Purchase
Agreement entitled “Definitions” is hereby amended by
adding the following definition therein to read as
follows:
“ Advance ” shall
have the meaning ascribed to that term in the Loan
Agreement.
“ Quarter-End Advance
” is an Advance made on the last Business Day of a fiscal
quarter, which Advance remains outstanding no longer than 3
Business Days following the date such Advance is made, and the
proceeds of which remain on deposit at the Bank during the period
such Advance is outstanding.
1.02.
Section 1.01 of the Purchase
Agreement entitled “Definitions” is hereby amended by
changing the definitions of “Deferred Revenue” and
“Tangible Net Worth” in their entirety to read as
follows:
“ Deferred Revenue
” is all amounts received in advance of performance under a
maintenance contract and not yet recognized as revenue, and other
amounts received from or billed to customers in excess of revenue
that has been earned, including customer advances or deposits that
customers are required to pay for services, where such payments
received are recorded as customer advances (liability) until the
revenue is recognized as earned.
“ Tangible Net Worth
” means, on any date, the Consolidated total assets
(excluding proceeds of any Quarter-End Advance) of the Company and
its Subsidiaries minus (i) any amounts attributable to (a)
goodwill, (b) intangible items such as unamortized debt discount
and expense, Patents, trade and service marks and names, Copyrights
and research and development expenses except prepaid expenses, and
(c) reserves not already deducted from assets, and (ii) Total
Liabilities excluding any Quarter-End Advance.
1.03.
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, 2004,
