On February 9, 2015, American Investment Republic Co., a subsidiary of AMREP Corporation, entered into a stock purchase agreement with DFI Holdings, LLC and KPS Holdco, LLC, where each Buyer is controlled by Michael P. Duloc. Prior to the Closing Date, Mr. Duloc was the chief executive officer and president of the Company Group and certain other subsidiaries of AMREP and was a principal executive officer of AMREP. In connection with the closing of the transactions contemplated by the stock purchase agreement, effective on February 9, 2015, Mr. Duloc was removed as an officer of each direct and indirect subsidiary of AMREP and ceased to be a principal executive officer of AMREP.

In addition, on February 9, 2015, the company's Media Services businesses entered into the fifth amendment to the revolving credit and security agreement, dated as of May 13, 2010, with PNC Bank, National Association, as agent and lender. The Fifth Amendment provided PNC's consent to the stock purchase agreement, removed each member of the company group that is a party to the PNC Credit Facility as a borrower under the PNC Credit Facility, released the collateral of such member that was pledged as security for the obligations under the PNC Credit Facility and reduced the maximum loan amount available under the PNC Credit Facility from $15 million to $7.5 million. No other material terms of the PNC Credit Facility changed in connection with the Fifth Amendment.