Itt Educational Services Inactive 10-K2014 FY Annual report

Filed: 29 May 15, 12:00am

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Removed: book, capitalize, classify, construct, COSO, graduated, guaranty, inconsistent, marketable, netting, percent, principally, promissory, refunded, renovate, repurchased, reserved, slight, upgrade, version

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Exhibit 10.69

May 26, 2015

Mr. Kevin M. Modany

ITT Educational Services, Inc.

13000 North Meridian Street

Carmel, IN 46032-1404

Re:

Second Amendment to Letter Agreement

Dear Kevin:

Reference is made to that certain letter agreement, dated as of August 4, 2014, between you and ITT Educational Services, Inc. (the “Company”), and the amendment to that letter agreement, dated as of April 28, 2015 (as so amended, the “Letter Agreement”). You and the Company hereby agree to extend the Applicable Period (as defined and used in the Letter Agreement) to and including August 31, 2015. Other than such amendment, all other terms and conditions of the Letter Agreement remain in full force and effect without modification.

If the foregoing accurately reflects our agreement, please sign and return to us the enclosed duplicate copy of this letter.


ITT EDUCATIONAL SERVICES, INC.

By:		/s/ John E. Dean
Name:		John E. Dean
Title:		Executive Chairman

Accepted and Agreed to:

/s/ Kevin M. Modany

Kevin M. Modany