8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

DATE OF REPORT (Date of earliest event reported):  May 29, 2014

ITT EDUCATIONAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-13144	36-2061311
(State or other	(Commission	(IRS Employer
jurisdiction of	File Number)	Identification No.)
incorporation)

13000 North Meridian Street

Carmel, Indiana 46032-1404

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (317) 706-9200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Second Amendment to Credit Agreement

On May 29, 2014, ITT Educational Services, Inc. (the “Company”) entered into a Second Amendment to Credit Agreement (the “Second Amendment”) with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.  The Second 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 “Credit Agreement”), 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.

The Second Amendment provides that:

·   Section 6.11 of the Credit Agreement is amended to permit the Company to enter into Sale and Leaseback Transactions (as defined in the Credit Agreement) in respect of which the net cash proceeds received in connection therewith do not exceed $125,000,000 in the aggregate during the term of the Credit Agreement, instead of the $100,000,000 provided for by the Credit Agreement prior to the Second Amendment; and

·   Section 6.12(b) of the Credit Agreement is amended, effective as of March 30, 2014, to provide that the minimum Fixed Charge Coverage Ratio (as defined in the Credit Agreement) covenant will not apply to the fiscal quarter ended March 31, 2014.

The above summary of the Second Amendment is qualified in its entirety by the full text of the Second Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.  The Credit Agreement was filed by the Company as Exhibit 10.1 to its Current Report on Form 8-K filed on March 27, 2012 and the First Amendment was filed by the Company as Exhibit 10.1 to its Current Report on Form 8-K filed on April 4, 2014, both of which are also incorporated herein by reference.

First Amendment to Agreement for Purchase and Sale of Real Estate

On June 4, 2014, the Company entered into a First Amendment to Agreement for Purchase and Sale of Real Estate (the “First Amendment”) with College Portfolio Buyer LLC (“CPB”).  The First Amendment amends the Agreement for Purchase and Sale of Real Estate, dated as of May 8, 2014, between the Company and CPB (the “Sale Leaseback Agreement”) to provide that the period within which CPB has to conduct its due diligence is extended from 5:00 p.m. on June 9, 2014 to 5:00 p.m. on July 31, 2014.  See the Current Report on Form 8-K filed by the Company on May 14, 2014 for a summary of the terms of the Sale Leaseback Agreement.

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Item 9.01.                   Financial Statements and Exhibits.

(d)   Exhibits:

The following exhibit is being filed herewith:

Exhibit No.                                    Description

10.1 Second Amendment to Credit Agreement, dated as of May 29, 2014, by and among ITT Educational Services, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 4, 2014

ITT Educational Services, Inc.

By:  /s/ Daniel M. Fitzpatrick

       Name: Daniel M. Fitzpatrick

       Title: Executive Vice President, Chief

Financial Officer

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INDEX TO EXHIBITS

Exhibit No.                                           Description

10.1 Second Amendment to Credit Agreement, dated as of May 29, 2014, by and among ITT Educational Services, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent

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EX-99.1

EXHIBIT 10.1

EXECUTION VERSION

SECOND AMENDMENT TO CREDIT AGREEMENT

This Second Amendment to Credit Agreement (this “Second Amendment”) is entered into as of May 29, 2014 by and among ITT EDUCATIONAL SERVICES, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).

RECITALS

A.           The Borrower, the financial institutions from time to time party thereto as lenders (the “Lenders”) and Administrative Agent are party to that certain Credit Agreement dated as of March 21, 2012, as amended by the First Amendment thereto dated March 31, 2014 (the “Credit Agreement”).  Unless otherwise specified herein, capitalized terms used in this Second Amendment shall have the meanings ascribed to them by the Credit Agreement.

B.           The Borrower has requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement on the terms and conditions set forth below.

Now, therefore, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:

1.           Amendment – Section 6.11.  Section 6.11 of the Credit Agreement shall be amended by deleting the reference to “$100,000,000” therein and replacing it with “$125,000,000”.

2.           Amendment  -- Section 6.12(b).  Section 6.12(b) of the Credit Agreement shall be amended and restated in its entirety to read as follows, effective as of March 30, 2014:

(b) Minimum Fixed Charge Coverage Ratio.  The Borrower will not permit the Fixed Charge Coverage Ratio as of the end of any fiscal quarter of the Borrower other than the fiscal quarter ending March 31, 2014 to be less than 2.00 to 1.00.

3.           Representations and Warranties of the Borrower.  The Borrower represents and warrants that:

(a)           This Second Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b)           After giving effect to this Second Amendment, each of the representations and warranties of the Credit Parties set forth in the Credit Documents are true and correct in all material respects (except that any such representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect are true and correct in all respects) on and as of the date hereof, other than any such representations and warranties that specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date in all material respects (except that any such representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects).

(c)           After giving effect to this Second Amendment, no Default has occurred and is continuing.

4.           Effectiveness.  This Second Amendment shall become effective upon the execution and delivery hereof by the Borrower, the Required Lenders and the Administrative Agent.

5.           Reference to and Effect Upon the Credit Agreement.

(a)           Except as specifically set forth above, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed.

(b)           The execution, delivery and effectiveness of this Second Amendment shall not operate as a waiver of any right, power or remedy of the Agent or any Lender under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement, except as specifically set forth herein.  Upon the effectiveness of this Second Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.

(c)           This Second Amendment shall constitute a Credit Document.

6.           Costs and Expenses.  The Borrower hereby affirms its obligation under Section 9.03 of the Credit Agreement to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the preparation and administration of this Second Amendment (whether or not the transactions contemplated hereby shall be consummated).

7.           Governing Law.  This Second Amendment shall be construed in accordance with and governed by the law of the State of New York.

8.           Headings.  Section headings in this Second Amendment are included herein for convenience of reference only and shall not constitute a part of this Second Amendment for any other purposes.

9.           Counterparts.  This Second Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument.  Delivery of an executed counterpart of a signature page of this Second Amendment by email or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Second Amendment.

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[signature pages follow]

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IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the date and year first above written.

ITT EDUCATIONAL SERVICES, INC.

By:       /s/ Kevin M. Modany

Name:  Kevin M. Modany

Title:    Chairman and CEO

[Signature Page to ITT Second Amendment]

JPMORGAN CHASE BANK, N.A.,

as a Lender and as the Administrative Agent

By:   /s/ Richard Barritt

Name:  Richard Barritt

Title:    Associate

[Signature Page to ITT Second Amendment]

Regions Bank, as a Lender

By:   /s/ J. Richard Baker

Name:  J. Richard Baker

Title:    Senior Vice President

[Signature Page to ITT Second Amendment]

KeyBank, NA, as a Lender

By:       /s/ Brian D. Smith

Name:  Brian D. Smith

Title:    Senior Vice President

[Signature Page to ITT Second Amendment]

BANK OF AMERICA, N.A., as a Lender

By:       /s/ Jonathan M. Phillips

Name:  Jonathan M. Phillips

Title:    Senior Vice President

[Signature Page to ITT Second Amendment]

Associated Bank, National Association, as a Lender

By:       /s/ Jennifer Teubl

Name:  Jennifer Teubl

Title:    Vice President

[Signature Page to ITT Second Amendment]

[other Lenders], as a Lender

By:       /s/ Paul D. Burch

Name:  Paul D. Burch

Title:    Vice President

Fifth Third Bank,

5/23/14

Second Amendment to

Credit Agreement

[Signature Page to ITT Second Amendment]