0001144204-16-088192 Sample Contracts

SECOND AMENDMENT TO SETTLEMENT AGREEMENT
Settlement Agreement • March 15th, 2016 • Amrep Corp. • Periodicals: publishing or publishing & printing

THIS SECOND AMENDMENT TO SETTLEMENT AGREEMENT (“Second Amendment”), dated as of February 2, 2016 (the “Second Amendment Effective Date”), is entered into between the Pension Benefit Guaranty Corporation (“PBGC”) and AMREP Corporation (“AMREP” and collectively with PBGC, the “Parties”) and further amends the Settlement Agreement entered into and effective on August 30, 2013 by the Parties (“Settlement Agreement”).

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DFI Holdings, LLC and Subsidiaries KPS Holdco, LLC and Subsidiaries
Payoff of Promissory Note • March 15th, 2016 • Amrep Corp. • Periodicals: publishing or publishing & printing • New York

Reference is made to the Stock Purchase Agreement, dated February 9, 2015 (the “Stock Purchase Agreement”), between American Republic Investment Co. (“Lender”) and DFI Holdings, LLC (“Distribution Buyer”) and KPS Holdco, LLC (“Products Buyer” and together with Distribution Buyer, collectively, “Buyers”). All capitalized terms used and defined in this letter agreement shall have the meanings ascribed to them herein. All capitalized terms used but not otherwise defined in this letter agreement shall have the meanings ascribed to them in the Stock Purchase Agreement.

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