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

On August 13, 2012, the Company filed a Current Report on Form 8-K (the "August 13 8-K"), which is incorporated herein by reference, reporting that the loan in the outstanding principal amount of $16,214,000 (the "Loan") from Compass Bank to the Company's AMREP Southwest Inc. ("ASW") subsidiary had been purchased by Kappa Lending Group, LLC ("Kappa Lending"), a company organized and wholly-owned by Nicholas G. Karabots, the Vice Chairman of the Company and beneficial owner of 45.9% of its outstanding Common Stock.

Effective as of August 24, 2012, Kappa Lending and ASW executed the Second Amendment to Loan Agreement (the "Second Amendment") and Second Modification dated August 24, 2012 to the Promissory Note dated December 17, 2009 (the "Second Note Modification"), formally documenting the agreement of Kappa Lending reported in the August 13 8-K extending the due date of the Loan from September 1, 2012 to December 1, 2012 on its existing terms, except that no payments of principal are required prior to that date.

The August 13 8-K also reported that the Company had been informed that Kappa Lending was to sell a 20% participation in the Loan to Albert V. Russo, a member of the Company's Board of Directors and the holder, along with members of his family, of approximately 18.6% of the Company's outstanding Common Stock. The Company has been informed that the sale has been completed.

Copies of the Second Amendment and Second Note Modification are included as Exhibits 10.1 and 10.2 to this Current Report. Such Exhibits are incorporated into these Items 1.01 and 2.03 by reference and their description in these Items is qualified by such reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description 10.1 Second Amendment to Loan Agreement dated as of August 24, 2012 between AMREP Southwest Inc. and Kappa Lending Group, LLC. 10.2 Second Modification dated August 24, 2012 to the Promissory Note dated December 17, 2009 of AMREP Southwest Inc. payable to Kappa Lending Group, LLC.