SECOND AMENDMENT TO SETTLEMENT AGREEMENT

Exhibit 10.2

SECOND AMENDMENT TO SETTLEMENT AGREEMENT

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”).

WITNESSETH

WHEREAS, PBGC is a wholly-owned United States government corporation and agency of the United States that administers the pension plan insurance program established under Title IV of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), 29 U.S.C. § 1301 et seq.; and

WHEREAS, AMREP is an Oklahoma corporation and the sponsor of the Retirement Plan for Employees of AMREP Corporation (“Pension Plan”); and

WHEREAS, in April 2010, AMREP ceased operations at its facility in Louisville, Colorado (“First Cessation of Operations”). In January 2011, AMREP ceased operations at its facility in Mount Morris, Illinois (“Second Cessation of Operations” and collectively with the First Cessation of Operations, the “Cessations of Operations”). As a result of the Cessations of Operations, certain employees who were participants in the Plan were separated from employment; and

WHEREAS, PBGC asserted that the Cessations of Operations were events described in section 4062(e) of ERISA, and that AMREP and the other members of its controlled group, within the meaning of section 4001(a)(14) of ERISA were therefore subject to the provisions of section 4063 of ERISA and liable thereunder to PBGC with respect to the Pension Plan (“Liability”); and

WHEREAS, the Parties entered into that certain Tolling and Forbearance Agreement with respect to the Cessations of Operations on August 13, 2012, and the Parties addressed the Liability by executing the Settlement Agreement, a copy of which is attached hereto as Exhibit 1; and

WHEREAS, in the Settlement Agreement, AMREP agreed, among other things, to secure all unpaid Liability by executing first lien mortgages (“Original PBGC Mortgages”) in favor of PBGC on certain real properties (“Original Mortgaged Properties”); and

WHEREAS, on April 24, 2015, AMREP entered into an agreement (the “Sale Agreement”) to sell the surface of one of the Original Mortgaged Properties located in Brighton, Colorado (such surface of the property being sold (which does not include any mineral (e.g., oil and gas) rights), “Brighton Property”) to Meritage Homes of Colorado, Inc. (“Buyer”) in four sale transactions (collectively, the “Sale”); and

WHEREAS, on July 15, 2015, the Parties entered into that certain First Amendment to the Settlement Agreement (“First Amendment”), a copy of which is attached hereto as Exhibit 2. Under the First Amendment, PBGC accepted a mortgage on property located at 11 Commerce Boulevard in Palm Coast, Florida (the “Palm Coast Property”) in exchange for the release of the Original PBGC Mortgage encumbering the Brighton Property in advance of the closing dates outlined in the Sale Agreement. In further consideration thereof, AMREP agreed to continue to make any payments to the Pension Plan in accordance with Section 2.5 of the Settlement Agreement relating to the sale of the Brighton Property; and

WHEREAS, in October 2015, AMREP sought PBGC’s consent to the transfer of ownership of the Palm Coast Property from Palm Coast Data, LLC f/k/a PCD Acquisition LLC (“PCD”) to Commerce Blvd Holdings, LLC (“NewCo”), a newly formed Florida LLC that is a wholly owned subsidiary of AMREP, for corporate governance purposes. AMREP further sought PBGC’s consent to the transfer of ownership of properties owned by PCD located at10 Commerce Boulevard and 13 Commerce Boulevard (collectively, “Other PCD Properties”), which are subject to Original PBGC Mortgages, to NewCo for similar reasons; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, AMREP and PBGC hereby agree as follows:

IN WITNESS WHEREOF, the Parties have executed this Second Amendment, effective as of the Second Amendment Effective Date.

Accepted and Agreed: