On September 15, 2014, ITT Educational Services Inc. entered into a Fifth Amendment to Credit Agreement and Consent with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Fifth Amendment provides for certain amendments to the Credit Agreement dated as of March 21, 2012, as amended by the First Amendment thereto dated as of March 31, 2014, the Second Amendment thereto dated as of May 29, 2014, the Third Amendment to Credit Agreement, Consent and Waiver dated as of June 30, 2014 and the Fourth Amendment to Credit Agreement, Consent and Waiver dated as of July 30, 2014, among the company, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and Wells Fargo, N.A., as documentation agent. Capitalized terms used in this Form 8-K and not defined herein have the meanings ascribed to such terms in the Credit Agreement. The Fifth Amendment generally, among other things, provides for an extension of the date by which it must furnish its financial statements for the 2013 fiscal year and the first two fiscal quarters of 2014, expands the conditions and fees related to issuances of letters of credit and further amends certain covenants to which it is subject. More specifically, the Fifth Amendment provides that: The portion of the commitments of the lenders available for letters of credit is decreased from $98.0 million to $85.0 million. The decrease was due to the fact that the U.S. Department of Education (the ED") has notified the Company that the ED is requiring that the Company submit an irrevocable letter of credit payable to the ED in the amount of $79,707,879. Certain letters of credit in an aggregate amount of approximately $2.2 million previously issued by JPMorgan Chase Bank, N.A. are deemed to be letters of credit issued pursuant to the Credit Agreement. The aggregate commitment of the lenders under the Credit Agreement remains at $135.0 million, unless the Company has not caused the issuance of the ED Letter of Credit by November 15, 2014, in which case the aggregate commitments of the lenders will be reduced to $100.0 million. The amount of cash collateral that the Company is required to provide to the administrative agent related to letters of credit is increased to 109% with respect to the ED Letter of Credit; and remains at 103% with respect to all other letters of credit. In addition to the participation fee required to be paid by the Company pursuant to the original terms of the Credit Agreement related to letters of credit, which accrues at the same rate used to determine the interest rate applicable to Eurodollar Revolving Loans, the Fifth Amendment provides that an additional participation fee is required to be paid by the Company related to the ED Letter of Credit, which will accrue at a Ticking Fee Rate on the average daily amount of each Lender's LC Exposure with respect to the ED Letter of Credit. The Ticking Fee Rate is defined as: for the period from September 15, 2014 through and including March 21, 2015, 0.00% per annum, for the period from March 22, 2015 through and including March 21, 2016, 1.00% per annum, for the period from March 22, 2016 through and including March 21, 2017, 2.00% per annum, for the period from March 22, 2017 through and including March 21, 2018, 3.00% per annum, for the period from March 22, 2018 through and including March 21, 2019, 4.00% per annum, for the period from March 22, 2019 through November 15, 2019, 5.00% per annum.

The company announced that effective on September 17, 2014, the company's Board of Directors elected Jerry M. Cohen to serve as a director on its Board of Directors. Jerry M. Cohen retired as a senior partner from Deloitte & Touche, LLP in June 2014. Mr. Cohen joined Deloitte in 1973, and served for over 40 years with that firm, providing business advisory and audit services to a wide range of global organizations, including small, mid and large cap multinational public companies. Mr. Cohen is expected to be appointed to the Audit Committee of the company's Board of Directors and as Chairman of the Audit Committee.