Re: Second Amendment to Letter Agreement

Exhibit 10.69

May 26, 2015

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ITT Educational Services, Inc.

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Re: Second Amendment to Letter Agreement

Dear ▇▇▇▇▇:

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/ ▇▇▇▇ ▇. ▇▇▇▇
Name:		▇▇▇▇ ▇. ▇▇▇▇
Title:		Executive Chairman

Accepted and Agreed to:

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