AMREP Corporation
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(Exact name of Registrant as specified in its charter)
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Oklahoma
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1-4702
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59-0936128
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(State or other jurisdiction of
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(Commission File
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(IRS Employer
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incorporation)
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Number)
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Identification No.)
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300 Alexander Park, Suite 204, Princeton, New Jersey
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08540
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(Address of principal executive offices)
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(Zip Code)
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Not Applicable
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(Former name or former address, if changed since last report)
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[ ]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit No.
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Description
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10.1
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First Amendment dated April 29, 2011 to the Loan Agreement dated December 17, 2009 between AMREP Southwest Inc. and Compass Bank.
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10.2
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First Modification dated April 29, 2011 to the Promissory Note dated December 17, 2009 of AMREP Southwest Inc. payable to the order of Compass Bank.
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AMREP Corporation
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(Registrant)
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By:
/s/ Peter M. Pizza
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Vice President and
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Chief Financial Officer
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Exhibit No.
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Description
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10.1
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First Amendment dated April 29, 2011 to the Loan Agreement dated December 17, 2009 between AMREP Southwest Inc. and Compass Bank.
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10.2
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First Modification dated April 29, 2011 to the Promissory Note dated December 17, 2009 of AMREP Southwest Inc. payable to the order of Compass Bank.
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a.
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Borrower has in conjunction with the execution and delivery of this First Amendment, by payment of a $3,125,000 principal reduction and all accrued interest, reduced the principal balance of the Note to $19,339,000.00. The Note continues to be non-revolving and no re-advance of principal shall be made.
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b.
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Borrower shall pay to Bank a minimum quarterly principal payment of $625,000, due June 15, 2011, September 15, 2011, December
15, 2011, March 15, 2012, and June 15, 2012.
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c.
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Borrower shall pay to Bank each quarter, beginning with the quarterly period ending June 15, 2011, a principal payment of 50% of all net cash from sales of land received by Borrower in each quarter. The term “net cash from sales of land” as used herein shall mean the actual cash amount received by Borrower pursuant to a real estate sale after deduction for any and all closing costs, costs of sale and any other deductions shown on the applicable closing statement or directly related to the sale of such real estate, plus the actual cash amount received by Borrower during the applicable quarter from any periodic payments made pursuant to a real estate installment sale. Principal payments made in each quarter, from such land sales, shall apply as a credit to the required $625,000 quarterly principal payment in that same quarter. In the event principal payments from such 50% of net cash from sales of land in any quarter exceed the $625,000 minimum quarterly payment requirement, such excess shall not reduce the minimum required payment due in any future quarter.
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d.
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The Maturity Date of the Note is extended to September 1, 2012. The entire remaining Note balance shall be due and payable in full on September 1, 2012.
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e.
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In conjunction with the execution of this Amendment, Borrower shall pay all accrued interest on the Note and shall reimburse Bank (and any other participating bank) for all legal fees, title searches, policy endorsements, and recording fees incurred in conjunction with this Amendment.
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f.
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Borrower and Bank shall execute and record a Modification of the December 17, 2009 Mortgage, in form acceptable to the Bank.
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g.
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The Debt Service Coverage Ratio requirement of Section 4.4(b) of the Agreement is deleted.
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h.
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In conjunction with the execution of this Amendment, Borrower will increase the interest reserve required by Section 4.11 to $500,000. In future, the deposit required to replenish such reserve shall be made within 10 business days after the reserve balance is reduced below $500,000.
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i.
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A fourth requirement is added to Section 4.12 RELEASE OF COLLATERAL:
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j.
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The Bank waives Borrower’s non-compliance with the maximum loan to value limitation required by Section 4.10 of the Agreement, to the date of this Amendment only. Upon payment of the principal reduction required under paragraph 3(a), above, Borrower shall thereafter fully comply with such covenant. The waiver contained in this paragraph shall not operate to waive any non-compliance with any other provision, nor require the Bank in future to waive compliance with such covenant or any other requirement, covenant, or condition of the Agreement.
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k.
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As required under Section 5.3(2) of the Agreement, and subject to execution of a subordination agreement in form acceptable to Bank, the Bank consents to the Borrower granting a junior lien to American Republic Investment Co. to secure repayment of loans from its affiliated company American Republic Investment Co. Such junior liens or mortgages shall be granted only on the Borrower’s property subject to that certain Mortgage granted by Borrower to Bank dated December 17, 2009, recorded in Sandoval County, State of New Mexico, on December 18, 2009, as record number 2009036012 in Book 412, Page 36012, as modified from time to time.
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l.
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The minimum net worth requirement of Section 4.4(a) of the Agreement is revised by replacing existing language with the following:
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a.
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a minimum Tangible Net Worth at the end of each fiscal quarter of not less than $57,500,000.00. “Tangible Net Worth” means stockholder's equity: i) minus the aggregate of any treasury stock, any intangible assets and any obligations due from stockholders, employees and/or affiliated entities, and ii) plus any indebtedness included in the calculation of stockholder’s equity which constitutes “Subordinated Indebtedness” under the Subordination Agreement dated April 29, 2011 between Borrower and Bank.
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a.
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The Borrower has the power and authority to enter into this Amendment and to do all acts and things as are required or contemplated hereunder to be done, observed and performed by them.
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b.
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This Amendment has been duly authorized, validly executed and delivered by one or more authorized officers of the Borrower and constitutes the legal, valid and binding obligations of the Borrower enforceable against it in accordance with its terms, provided that such enforceability is subject to general principles of equity.
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c.
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The execution and delivery of this Amendment and the performance by the Borrower hereunder does not and will not, as a condition to such execution, delivery and performance, require the consent or approval of any regulatory authority or governmental authority or agency having jurisdiction over the Borrower, nor be in contravention of or in conflict with the articles of incorporation, bylaws or other organizational documents of the Borrower, or the provision of any statute, or any judgment, order or indenture, instrument, agreement or undertaking, to which the Borrower is party or by which the assets or properties of the Borrower is or may become bound.
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1.
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A minimum quarterly principal payment of $625,000 per quarter, due June 15, 2011, September 15, 2011, December 15, 2011, March 15, 2012, and June 15, 2012.
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2.
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Quarterly, beginning with the quarterly period ending June 15, 2011, a principal payment of 50% of all net cash from sales of land received by Borrower in each quarter. The term “net cash from sales of land” as used herein shall mean the actual cash amount received by Borrower pursuant to a real estate sale after deduction for any and all closing costs, costs of sale and any other deductions shown on the applicable closing statement or directly related to the sale of such real estate, plus the actual cash amount received by Borrower during the applicable quarter from any periodic payments made pursuant to a real estate installment sale. Principal payments made in each quarter, from such land sales, shall apply as a credit to the required $625,000 quarterly principal payment in that same quarter; however, in the event that the principal payments from such 50% of net cash from sales of land in any quarter exceed the $625,000 minimum quarterly payment requirement, such excess shall not reduce the minimum required payment due in any future quarter.
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3. |
The entire remaining Note balance shall be due and payable in full on September 1, 2012.
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