Entry into a Material Definitive


 


On June 24, 2021, Wymont LLC (“Wymont”),
a subsidiary of AMREP Corporation (the “Company”), completed the acquisition of a 15-acre property in the La Mirada subdivision
located in Albuquerque, New Mexico (the “Property”). On June 24, 2021, Wymont entered into a Development Loan Agreement with
BOKF, NA dba Bank of Albuquerque (“BOKF”). The Development Loan Agreement is evidenced by a Non-Revolving Line of Credit Promissory
Note and is secured by a Mortgage, Security Agreement and Financing Statement, between Wymont and BOKF, with respect to the Property.
Pursuant to a Guaranty Agreement entered into by AMREP Southwest Inc. (“ASW”), a subsidiary of the Company, in favor of BOKF,
ASW guaranteed Wymont’s obligations under each of the above agreements.

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Pursuant to the loan documentation, BOKF agrees
to lend up to $7,375,000 to Wymont on a non-revolving line of credit basis to partially fund the acquisition and development of the Property.
The outstanding principal amount of the loan may be prepaid at any time without penalty. The loan is scheduled to mature in June 2024.
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%. Generally, BOKF
is required to release the lien of its mortgage on any commercial lot within the Property upon Wymont making a principal payment equal
to the net sales proceeds with respect to the sale of such lot. BOKF is required to release the lien of its mortgage on any residential
lot within the Property upon Wymont making a principal payment equal to $60,600 per such released lot.


 


Wymont and ASW made certain representations and
warranties in connection with this loan and are required to comply with various covenants, reporting requirements and other customary
requirements for similar loans. The loan documentation contains customary events of default for similar financing transactions, including:
Wymont’s failure to make principal, interest or other payments when due; the failure of Wymont or ASW to observe or perform their
respective covenants under the loan documentation; the representations and warranties of Wymont or ASW being false; the insolvency
or bankruptcy of Wymont or 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. Wymont 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 Development Loan Agreement,
Non-Revolving Line of Credit Promissory Note, Mortgage, Security Agreement and Financing Statement and Guaranty Agreement are attached
hereto as Exhibits 10.1 through 10.4 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. On June 24, 2021, Wymont became obligated for $5,448,000 received from BOKF
under the Development Loan Agreement. The outstanding principal amount under the Development Loan Agreement as of June 24, 2021 was $5,448,000.


 


Item 9.01  Financial
Statements and Exhibits.


 


(d) Exhibits.


 




Exhibit Number


Description



10.1


Development Loan Agreement, dated as of June 24, 2021, between BOKF, NA dba Bank of Albuquerque and Wymont LLC.



10.2


Non-Revolving Line of Credit Promissory Note, dated June 24, 2021, by Wymont LLC in favor of BOKF, NA dba Bank of Albuquerque.



10.3


Mortgage, Security Agreement and Financing Statement, dated as of June 24, 2021, between BOKF, NA dba Bank of Albuquerque and Wymont LLC.



10.4


Guaranty Agreement, dated as of June 24, 2021, made by AMREP Southwest Inc. for the benefit of BOKF, NA dba Bank of Albuquerque.



 



 


 



 


 


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: June 25, 2021


By:



/s/ Christopher V. Vitale 



 


 


Name: Christopher V. Vitale



 


 


Title: President and Chief Executive Officer



 


 


 



 


 



 


 


EXHIBIT INDEX 


 


 




Exhibit Number


Description



10.1


Development Loan Agreement, dated as of June 24, 2021, between BOKF, NA dba Bank of Albuquerque and Wymont LLC.



10.2


Non-Revolving Line of Credit Promissory Note, dated June 24, 2021, by Wymont LLC in favor of BOKF, NA dba Bank of Albuquerque.



10.3


Mortgage, Security Agreement and Financing Statement, dated as of June 24, 2021, between BOKF, NA dba Bank of Albuquerque and Wymont LLC.



10.4


Guaranty Agreement, dated as of June 24, 2021, made by AMREP Southwest Inc. for the benefit of BOKF, NA dba Bank of Albuquerque.





 


 




 



 



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