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 Pr
