Entry into a Material Definitive


 


On February 3, 2021, AMREP Southwest Inc. (“ASW”),
a subsidiary of AMREP Corporation, entered into a Loan Agreement with BOKF, NA dba Bank of Albuquerque (“BOKF”). The
Loan Agreement is evidenced by a Revolving Line of Credit Promissory Note and is secured by a Line of Credit Mortgage, Security
Agreement and Fixture Filing, between ASW and BOKF, with respect to a 298-acre property within the Paseo Gateway subdivision located
in Rio Rancho, New Mexico.


 



o

Available Principal

: Pursuant to the loan documentation, BOKF agrees to lend up to $4,000,000
to ASW on a revolving line of credit basis for general corporate purposes.


 



o

Repayments

: The outstanding principal amount of the loan may be prepaid at any time without
penalty.


 



o

Maturity Date

: The loan is scheduled to mature in February 2024.


 



o

Interest Rate

: Interest on the outstanding principal amount of the loan is payable monthly
at the annual rate equal to the London Interbank Offered Rate for a thirty-day interest period plus a spread of 3.0%, adjusted
monthly, subject to a minimum interest rate of 3.75%.


 


ASW made certain representations and warranties in connection
with this loan and is required to comply with various covenants, reporting requirements and other customary requirements for similar
loans, including the loan having a zero balance for two periods of fifteen consecutive days during each calendar year and ASW and
its subsidiaries having at least $3.0 million of unencumbered and unrestricted cash, cash equivalents and marketable securities
in order to be entitled to advances under the loan. The loan documentation contains customary events of default for similar financing
transactions, including ASW’s failure to make principal, interest or other payments when due; the failure of ASW to observe
or perform their respective covenants under the loan documentation; the representations and warranties of ASW being false; the
insolvency or bankruptcy of ASW; and the failure of ASW to maintain a net worth of at least $32 million. Upon the occurrence
and during the continuance of an event of default, BOKF may declare the outstanding principal amount and all other obligations
under the loan immediately due and payable. ASW incurred customary costs and expenses and paid certain fees to BOKF in connection
with the loan.


 


The foregoing description of the loan documentation is a summary
only and is qualified in all respects by the provisions of the loan documentation; copies of the Loan Agreement, Revolving Line
of Credit Promissory Note and Line of Credit Mortgage, Security Agreement and Fixture Filing are attached hereto as Exhibits 10.1
through 10.3 and are incorporated herein by reference.


 


Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.


 


The information in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 2.03.


 




 


 



 


Item 9.01  Financial
Statements and Exhibits.


 


(d) Exhibits.


 




Exhibit Number


 


Description



 


 


 



10.1


 


Loan Agreement, dated as of February 3, 2021, between BOKF, NA dba Bank of Albuquerque and AMREP Southwest Inc.



 


 


 



10.2


 


Revolving Line of Credit Promissory Note, dated February 3, 2021, by AMREP Southwest Inc. in favor of BOKF, NA dba Bank of Albuquerque.



 


 


 



10.3


 


Line of Credit Mortgage, Security Agreement and Fixture Filing, dated as of February 3, 2021, between BOKF, NA dba Bank of Albuquerque and AMREP Southwest Inc.



 



 


 



 


 


SIGNATURES


 


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.


 




 


AMREP Corporation



 


 



 


 


 



Date: February 3, 2021


By:


/s/ Christopher V. Vitale 



 


 


Name: Christopher V. Vitale



 


 


Title: President and Chief Executive Officer



 


 


 



 


 



  


EXHIBIT INDEX


  




Exhibit Number


 


Description



 


 


 



10.1


 


Loan Agreement, dated as of February 3, 2021, between BOKF, NA dba Bank of Albuquerque and AMREP Southwest Inc.



 


 


 



10.2


 


Revolving Line of Credit Promissory Note, dated February 3, 2021, by AMREP Southwest Inc. in favor of BOKF, NA dba Bank of Albuquerque.



 


 


 



10.3


 


Line of Credit Mortgage, Security Agreement and Fixture Filing, dated as of February 3, 2021, between BOKF, NA dba Bank of Albuquerque and AMREP Southwest Inc.




 




 



 



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